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<br />Page 4 of 5 <br />11/20/2007 <br /> <br />VII MISCELLANEOUS PROVISIONS <br /> <br />. Unless otherwise provided, this Agreement shall be governed by the law of the place where <br />the project is located. <br /> <br />. CLIENT and Calvin, Giordano & Associates, Inc., respectively, bind themselves, their <br />partners, successors, assigns, and legal representatives to the other party to this Agreement <br />and to the partners, successors, assigns, and legal representatives of such other party with <br />respect to all covenants of this Agreement. Neither CLIENT nor Calvin, Giordano & <br />Associates, Inc. shall assign this Agreement without written consent of the other. <br /> <br />. This Agreement represents the entire and integrated agreement between the CLIENT and <br />Calvin, Giordano & Associates, Inc. and supersedes all prior negotiations, representations or <br />agreements, either written or oral. This Agreement may be amended only by written <br />instrument signed by both Calvin, Giordano & Associates, Inc. and the CLIENT. <br /> <br />VIII TERMINATION OF THE AGREEMENT <br /> <br />. This Agreement may be terminated by either party upon not less than (30) thirty days written <br />notice should the other party fail substantially to perform in accordance with the terms of this <br />Agreement through no fault of the party initiating the termination. Failure of CLIENT to <br />make payments to Calvin, Giordano & Associates, Inc., in accordance with this Agreement, <br />shall be considered substantial nonperformance and cause for termination. <br /> <br />. In the event of termination in accordance with this Agreement or termination not the fault of <br />Calvin, Giordano & Associates, Inc., Calvin, Giordano & Associates, Inc. shall be <br />compensated for services properly performed prior to receipt of notice of termination, <br />together with Reimbursable Expenses then due. <br /> <br />We appreciate the opportunity to submit this proposal. Calvin, Giordano & Associates, Inc. is <br />prepared with the necessary resources to proceed with the proposed scope of services upon <br />receipt of the executed authorization. Our personnel are committed to the highest level of public <br />and CLIENT service. Please indicate your acceptance of this proposal by signing below. We <br />look forward to working with you in making this project a success. <br /> <br />Sincerely, <br /> <br />CALVIN, GIORDANO & ASSOCIATES, INC. <br /> <br /> <br />Den . s 1. Giordano <br />President <br />