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<br />4.02 Other Provisions Concerning Payment <br /> <br />A. Estimated Compensation Amounts. <br /> <br />1. ENGINEER's estimate of the amounts <br />that will become payable are only estimates for <br />planning purposes, are not binding on the <br />parties, and are not the minimum or maximum <br />amounts payable to ENGINEER under the <br />Agreement. <br /> <br />2. When estimated compensation amounts <br />have been stated herein and it subsequently <br />becomes apparent to ENGINEER that a <br />compensation amount herein estimated would <br />be exceeded, ENGINEER shall give OWNER <br />written notice thereof. Promptly thereafter <br />OWNER and ENGINEER shall review the <br />matter of services remaining to be performed <br />and compensation for such services. OWNER <br />shall either agree to such compensation <br />exceeding said estimated amount or OWNER <br />and ENGINEER shall agree to a reduction in <br />the remaining services to be rendered by <br />ENGINEER, so that total compensation for <br />such services will not exceed said estimated <br />amount when such services are completed. <br /> <br />B. Adjustments <br /> <br />1. ENGINEER's compensation IS <br />conditioned on time to complete the <br />Assignment not exceeding the time identified in <br />Exhibit SR-A. Should the time to complete the <br />Assigr1illent be extended beyond this period <br />due to reasons not the fault of and beyond the <br />control of ENGINEER, the total compensation <br />to ENGINEER shall be appropriately adjusted. <br /> <br />2. If used, the Standard Hourly Rates <br />Schedule, and Reimbursable Expenses <br />Schedule will be adjusted annually (as of <br />January 1,2003) to reflect equitable changes to <br />the compensation payable to ENGINEER. <br /> <br />C. Reimbursable Expenses. Reimbursable <br />Expenses means the actual expenses incurred by <br />ENGINEER or ENGINEER's Consultants directly in <br />connection with the Assignment, including the <br />categories and items listed in Exhibit SR-C, and if <br />authorized in advance by OWNER, overtime work <br />requiring higher than regular rates. <br /> <br />D. For Additional Services. OWNER shall pay <br />ENGINEER for all services not included in the scope of <br />this Agreement on the basis agreed to in writing by the <br />parties at the time such services are authorized by OWNER. <br /> <br />ARTICLE 5--DESIGNA TED REPRESENT A TIVES <br /> <br />5.01 Contemporaneous with the execution of this <br />Agreement, ENGINEER and OWNER shall each designate <br />specific individuals as ENGINEER's and OWNER's <br />representatives with respect to the services to be performed <br />or furnished by ENGINEER and responsibilities of <br />OWNER under this Agreement. Such individuals shall <br />have authority to transmit instructions, receive information, <br />and render decisions relative to the Assignment on behalf <br />of their respective party. <br /> <br />ARTICLE 6--CONTENT OF AGREEMENT <br /> <br />6.0 I The following Exhibits are incorporated herein by <br />reference: <br /> <br />A. Exhibit SR-A, "Further Description of Services, <br />Responsibilities, Time, and Related Matters," consisting of <br />2 pages including separate attachment: Figure 1 - Project <br />Schedule. <br /> <br />B. Exhibit SR-Al, "Study Objectives, Background and <br />Scope of Work," consisting of 4 pages. <br /> <br />C. Exhibit SR-B, "Standard Terms and Conditions," <br />consisting of 5 pages. <br /> <br />D. Exhibit SR-C, "Reimbursable Expenses Schedule," <br />consisting of 1 page. <br /> <br />E. Exhibit SR-D, "Standard Hourly Rates," consisting <br />of 1 page. <br /> <br />6.02 Total Agreement <br /> <br />A. This Agreement (consisting of pages I to 4, <br />inclusive, together with the Exhibits identified in <br />paragraph 6.01) constitutes the entire agreement between <br />OWNER and ENGINEER and supersedes all prior written <br />or oral understandings. This Agreement may only be <br />amended, supplemented, modified, or canceled by a duly <br />executed written instrument. <br /> <br />3 <br />