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APage 3 <br /> 3.2 If City does not make payment in full as provided in this Agreement, City agrees to deliver all Work <br /> Products previously transmitted to City for which payment has not been made, upon demand by BRW, and not <br /> to use such Work Products for any purpose whatsoever until payment for such Work Products has been received. <br /> 3.3 Project records and Work Products will be retained by BRW for a period of five years following <br /> completion of the Services. Project financial-recordswill be retained for a period'of three years. City <br /> understands that any Work Products prepared or provided on electronic media have a limited duration and <br /> require use of compatible software and hardware, which may become unavailable over time. <br /> 3.4 Records of BRW's direct personnel, consultant, and reimbursable and other expenses pertaining to the <br /> Services and records of accounts between City and BRW shall be kept on a generally recognized standard <br /> accounting basis and shall be available to City or its authorized representatives at mutually convenient times. <br /> SECTION 4: COMPENSATION <br /> 4.1 Our pricing of our Services is predicated upon your acceptance of the conditions and allocations of risks <br /> and responsibilities described in this Agreement. BRW agrees to perform the Services for an amount not to <br /> exceed the fees and expenses described on Exhibit C attached hereto and made a part hereof. An estimate or <br /> statement of probable cost is not a firm figure unless stated as such. <br /> 4.2 BRW will submit invoices to City monthly. City will pay the balance stated in the invoice within thirty <br /> (30) days, unless City informs BRW in writing of objections to the invoice within that thirty day period. Any i <br /> retainer paid by the City hereunder shall be credited to BRW's last invoice for Services rendered. <br /> f� <br /> • 4.3 Any invoiced amounts outstanding after thirty days will bear interest at the rate of 1.5% per month (18% t: <br /> per annum), or the maximum permissible by applicable law, whichever is less, from the thirtieth day following <br /> the date of the invoice, until paid. <br /> t <br /> 4.4 BRW shall be entitled to recover all attorneys' fees dispute resolution fees, court costs and other expenses <br /> incurred in the collection or attempted collection of any amounts due under this Agreement, if it prevails in such <br /> actions. <br /> 4.5 At BRW's option, BRW may temporarily cease to perform the Services or elect to terminate this <br /> Agreement if invoiced amounts are unpaid sixty days after the date of any invoice. In no event shall BRW be <br /> liable for any damage or expense resulting from such termination or work stoppage. <br /> 4.6 City's obligation to pay for the Services shall not be reduced or in any way impaired by City's inability to <br /> obtain financing, governmental approval of the Project, or for any other cause. No deduction shall be made from <br /> any invoice because of penalty, set-off or liquidated damages. <br /> SECTION 5: RISK, DISPUTES AND DAMAGES <br /> 5.1 The parties agree that all disputes between them will be submitted to a mutually agreeable neutral mediator, <br /> as a condition precedent to litigation or other remedies provided by law. The fee and costs of the mediator shall <br /> be apportioned equally between the parties. <br /> 5.2 BRW shall not be responsible for delays caused by factors beyond its reasonable control, including but not <br /> limited to delays caused by Acts of God, accidents, failure of any governmental or.other regulatory authority to <br /> act in a timely manner, or failure of City to furnish timely information or to approve or disapprove BRW's Work <br /> • Products promptly. <br /> STANCONT.WPD Rev. September 30, 1996 <br />