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Y .=.nGnaeeraS-;u ;a TiSTS CONSTRUCTORS FORMS -110 -2013 <br />Article 4. Independent Contractor Relationship <br />The relationship between the Client and Symbiont created under this Agreement is that of principal and independent <br />contractor. Symbiont shall serve as an independent consultant to the Client and shall be responsible for selecting the means <br />and methods that services will be provided under this Agreement. It is specifically understood that, irrespective of any <br />assignability provisions, Symbiont may retain subcontractors to perform services usually and customarily performed by <br />subcontractors. Should Symbiont determine it appropriate or necessary to rely on a subcontractor where it is not customary <br />to do so, Symbiont shall obtain prior written approval or subsequent written confirmation from the Client. <br />Article 5. Standard of Care <br />Symbiont will perform the Services in accordance with the standards of care and diligence normally practiced by consulting <br />firms performing services of a similar nature in the same locale. <br />Article 6. Timeliness of Performance <br />Symbiont acknowledges that timely performance of its services is an important element of this Agreement. Symbiont will put <br />forth its best effort to complete the work according to the schedule attached in the Proposal. <br />If Symbiont discerns that the schedule shall not be met for any reason, it shall so notify the Client as soon as practically <br />possible so that a mutually agreed on revised schedule can be established. <br />Article 7. Force Majeure <br />Symbiont shall not be considered in default because of any delays in the completion of the work due to causes beyond the <br />control and without the fault or negligence of Symbiont or its subcontractors, including but not restricted to, an act of God or <br />of a public enemy, fire, flood, area -wide strike, freight embargo, unusually severe weather, governmental action, or supplier <br />delay. In the event Symbiont has knowledge of any actual or potential delay, Symbiont shall notify Client in writing of such <br />cases of delay and their probable extent and, upon such notification, Symbiont's performance obligations hereunder shall be <br />suspended. <br />Article B. Suspension <br />Upon fourteen (14) calendar days written notice to Symbiont, the Client may suspend Symbiont's work <br />If payment of Symbiont's invoices is not maintained on a thirty (30) calendar-day current basis by the Client, Symbiont may, <br />by fourteen (14) calendar days' written notice to the Client, suspend further work until payment is restored to a current basis. <br />Suspension for any reason exceeding forty -five (45) calendar days shall, at Symbiont's option, make this Agreement subject <br />to renegotiation or termination, as provided for elsewhere in this Agreement. Any suspension shall extend the time schedule <br />for performance in a manner that is satisfactory to both the Client and Symbiont, and Symbiont shall be compensated for <br />services performed and charges incurred prior to the suspension date, regardless of the reason for the suspension. <br />Article 9. Termination <br />The Client or Symbiont may terminate this Agreement for reasons identified elsewhere in the Agreement. Either party may <br />also terminate this Agreement upon written notice to the other party in the event that the other party becomes insolvent, files <br />a petition in bankruptcy, is adjudicated bankrupt, has an assignee, referee, receiver or trustee appointed in any creditor <br />action, has a petition in bankruptcy filed against it which is not vacated within thirty (30) days or suffers any action analogous <br />thereto. <br />In the event such termination becomes necessary, the party effecting termination shall so notify the other party, and <br />termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which <br />party shall effect termination or the cause therefore, the Client shall within thirty (30) calendar days of termination <br />remunerate Symbiont for services rendered and costs reasonably incurred, in accordance with Symbiont's fee schedule. <br />Costs shall include those incurred up to the time of termination. <br />Article 10. Notice to Parties <br />All notices required or permitted under this Agreement shall be in writing and shall be made to the parties' usual place of <br />business. <br />R:1Contract Administration \Symbiont Client 10 -2013 <br />Page 2 of 6 <br />