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<br />Page 3
<br />November 8. 2005
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<br />attorney costs, court costs, and expenses, caused by, arising from or related to any
<br />acts, omissions or negligence of Calvin Giordano & Associates, Inc.
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<br />. CLIENT agrees to limit Calvin, Giordano, & Associates, Inc.'s liability for any and
<br />all claims that CLIENT may assert on its own behalf or on behalf of another,
<br />including but not limited to claims for breach of contract or breach of warranty, to the
<br />amount of fees paid to Calvin, Giordano & Associates, Inc. pursuant to this
<br />Agreement.
<br />
<br />. The terms of Agreement shall be valid for the Client's acceptance for a period of
<br />thirty (30) days from the date of execution by Calvin, Giordano & Associates, Inc.
<br />after which time this contract offer becomes null and void if not accepted formally
<br />(evidenced by receipt of an executed copy of this document). All rates and fees
<br />quoted in this document shall be effective for a period of six (6) months, after which
<br />time they may be renegotiated with the CLIENT.
<br />
<br />. Invoices for work accomplished to date will be submitted monthly and are payable
<br />within thirty (30) days. The CLIENT will pay invoices upon receipt and understands
<br />interest charges of 1.5% per month will be applied to any unpaid balance past thirty
<br />(30) days. Calvin, Giordano & Associates, Inc. may elect to stop work until payment
<br />is received. If work is stopped for thirty (30) days or more, Calvin, Giordano &
<br />Associates, Inc. may request compensation for start-up costs when work resumes.
<br />
<br />. The CLIENT or their representative shall be available to meet with Calvin, Giordano
<br />& Associates, Inc. and provide decisions in a timely manner throughout the course of
<br />the project. The CLIENT will provide all plans and other pertinent information,
<br />which are necessary for Calvin, Giordano & Associates, Inc. to provide complete
<br />professional services as outlined in this contract.
<br />
<br />. Calvin, Giordano & Associates, Inc. and the CLIENT agree by their signatures on this
<br />document that each party will not hire or attempt to hire any staff from the other party
<br />while under contract together.
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<br />MISCELLANEOUS PROVISIONS
<br />
<br />. Unless otherwise provided, this Agreement shall be governed by the law of the place
<br />where the project is located.
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<br />. CLIENT and Calvin, Giordano & Associates, Inc., respectively, bind themselves,
<br />their partners, successors, assigns, and legal representatives to the other party to this
<br />Agreement and to the partners, successors, assigns, and legal representatives of such
<br />other party with respect to all covenants of this Agreement. Neither CLIENT nor
<br />Calvin, Giordano & Associates, Inc. shall assign this Agreement without written
<br />consent of the other.
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<br />· This Agreement represents the entire and integrated agreement between the CLIENT
<br />and Calvin, Giordano & Associates, Inc. and supersedes all prior negotiations,
<br />representations or agreements, either written or oral. This Agreement may be
<br />amended only by written instrument signed by both Calvin, Giordano & Associates,
<br />Inc. and the CLIENT.
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<br />SIB
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<br />P:\Proposals\2005 Proposals\05-5283 Sunny Isles Beach P & Z Services.doc
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