Common use of DRAFT Clause in Contracts

DRAFT. For the scope of services, please refer to the attached proposal from Cranston Engineering Group, P.C., which includes the fee schedule for service tasks. The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY under the terms of this Agreement. DRAFT The CONSULTANT may submit to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writing.

DRAFT. For In the scope of servicesevent that during any Fiscal Year, please refer any Additional Rentals shall become due which were not included in a duly enacted appropriation resolution then, in the event that moneys are not specifically budgeted and appropriated to pay such Additional Rentals within 45 days [(or longer, as may be approved by the Insurer)] subsequent to the attached proposal from Cranston Engineering Groupdate upon which such Additional Rentals are due, P.C.an Event of Nonappropriation shall be deemed to have occurred, upon notice by the Trustee to the County to such effect (subject to waiver by the Trustee as hereinbefore provided). Notwithstanding any provision to the contrary herein, if an Event of Nonappropriation occurs, the County’s rights of possession of the Leased Property under this Lease shall terminate at the end of the last day of the Fiscal Year for which includes this Lease shall be in effect, and the fee schedule County shall not be obligated to make payment of the Base Rentals, Additional Rentals or any other payments provided for service tasksherein which accrue after the end of the last day of the Fiscal Year for which this Lease shall be in effect; provided, however, that, subject to the limitations of Sections 6.01 and 14.03 hereof, the County shall continue to be liable for Base Rentals and Additional Rentals allocable to any period during which the County shall continue to occupy, use or retain possession of the Leased Property, beginning with the first day of the Fiscal Year in respect of which the Event of Nonappropriation occurs. The CITY County shall compensate in all events vacate or surrender possession of the CONSULTANT for services, which have been authorized Leased Property by the CITY 10th Business Day of the Fiscal Year in respect of which the Event of Nonappropriation has occurred. The Trustee shall, upon the occurrence of an Event of Nonappropriation, be entitled to all moneys then on hand and being held in the accounts within all funds created under the terms Indenture, including the Reserve Fund, for the benefit of the Owners. After the 10th Business Day of the Fiscal Year in respect of which an Event of Nonappropriation has occurred, the Trustee may[, with the written consent of the Insurer, and shall, at the written direction of the Insurer,] proceed to exercise all or any Lease Remedies. All property, funds and rights acquired by the Trustee upon the termination of this Agreement. DRAFT The CONSULTANT may submit Lease by reason of an Event of Nonappropriation as provided herein, less any moneys due and owing to the CITY a monthly invoiceTrustee, in a form acceptable to the CITY and accompanied by all support documentation requested shall be held by the CITY, for payment Trustee for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess benefit of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof Owners as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms Indenture. [Upon the occurrence of an Event of Nonappropriation, the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT Trustee shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion immediately give notice of the CONSULTANT, but the premium time portion of the overtime will not be billed such occurrence to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingInsurer.]

DRAFT. For If no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by the scope of services, please refer District pursuant to the attached proposal from Cranston Engineering Groupforegoing provisions of this Section within 60 days after written notice of resignation of the Escrow Agent has been given to the District, P.C.the holder of any of the Refunded Certificates or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, which includes and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers authorized to do business in the fee schedule for service tasks. The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY State of Missouri and organized under the terms banking laws of this Agreementthe United States or the State of Missouri and shall have at the time of appointment capital and surplus of not less than $10,000,000. DRAFT The CONSULTANT may submit Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the CITY a monthly invoice, District an instrument in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each writing accepting such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated scheduleappointment hereunder, and an itemized description thereupon such successor Escrow Agent without any further act, deed or conveyance shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Orderits predecessor, it agrees to pay the CONSULTANT for work completedbut such predecessor shall, nevertheless, on the basis written request of such successor Escrow Agent or the District, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Escrow Agent shall deliver all securities and money held by it to its successor. Should any transfer, assignment or instrument in writing from the District be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the District. Any corporation into which the Escrow Agent, or any successor to it of the standard billing rates shown in Attachment B duties and responsibilities created by this Escrow Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent or any successor to it may be a party, shall, if satisfactory to the Contract District, be the successor Escrow Agent under this Escrow Agreement without the execution or filing of those principals and employees engaged directly any paper or any other act on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance part of the workparties hereto, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed anything herein to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingcontrary notwithstanding.

DRAFT. For The Borrower represents that as of the scope date hereof the Adjusted Fair Market Value of servicesAccount Collateral (as defined below) is not less than $400,000. The Borrower shall (i) as of each February 1 and August 1 from and after the Minimum Balance Compliance Date (as defined below), please refer cause the Adjusted Fair Market Value of Account Collateral to be no less than the Minimum Balance (as defined below); (ii) not permit waste or loss of identity of the Account Collateral; (iii) keep the Account and the Account Collateral free from all liens, executions, attachments, claims, encumbrances and security interests (other than Permitted Liens); (iv) defend the Account and the Account Collateral against all claims and legal proceedings by persons at any time claiming rights in or to the attached proposal from Cranston Engineering GroupAccount or the Account Collateral or any interest concerning the Account or the Account Collateral that is adverse to Secured Party or any holder of a Permitted Lien; and (v) pay and discharge when due all taxes, P.C.levies, which includes and other charges or fees upon the fee schedule Account or the Account Collateral except for service taskspayment of taxes contested by Borrower in good faith by appropriate proceedings so long as no levy or lien has been imposed upon the Account or the Account Collateral and further provided that Borrower gives Secured Party notice of each such proceeding. The CITY shall compensate For purposes of the CONSULTANT for servicesforegoing, which have been authorized (A) “Adjusted Fair Market Value of Account Collateral” means as of any date of determination, the fair market value of Account Collateral as of the close of business on such date as determined by [_Bernstein_], less the CITY under the terms sum on such date of this Agreement. DRAFT The CONSULTANT may submit all indebtedness (other than indebtedness owed to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied Secured Party) secured by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment Permitted Liens; (B) “Minimum Balance” means as of any invoice or part thereof if not properly supporteddate of determination, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess Adjusted Fair Market of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered Account Collateral required to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred deposit in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation Account as set forth in the terms table attached hereto as Exhibit A; and (C) “Minimum Balance Compliance Date” means the earlier of [February 1, 2017] or the date the transfers required to be made from the Big Stone Account (defined below) under Section 2.3 below are sufficient to cause the Adjusted Fair Market Value of Account Collateral to be no less than the Minimum Balance. If, as of any February 1 or August 1 after the Minimum Balance Compliance Date, the difference of the Agreement or any authorized Task Order. All invoices submitted by Minimum Balance and the CONSULTANT Adjusted Fair Market Value of Account Collateral is greater than zero (such amount, the “Deficiency”), within business days thereafter, Borrower shall deposit in the Account, cash in an amount not less than the Deficiency, and the failure of Borrower to do so shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion an event of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingdefault.

DRAFT. For The deposit monies are expressly deemed to be deposit monies only, and not partial payments. Default in payment of any amount payable pursuant to this Agreement on the scope of servicesdate or within the time specified, please refer to shall constitute substantial default hereunder, and the attached proposal from Cranston Engineering Group, P.C., which includes the fee schedule for service tasks. The CITY shall compensate the CONSULTANT for services, which have been authorized by the CITY under the terms of this Agreement. DRAFT The CONSULTANT may submit to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY Vendor shall have the right to reject payment terminate this Agreement and forfeit all deposit monies in full as liquidated damages and not as a penalty. Without prejudice to the Vendor's rights as to forfeiture of deposit monies as aforesaid, and in addition thereto, the Vendor shall have the right to recover from the Purchaser any invoice or monies owing to the Vendor pursuant to this Agreement and not paid to the Vendor in accordance with the terms hereof and/or all additional costs, losses and damages arising out of default on the part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase Purchaser pursuant to any provision contained in this Agreement, including interest thereon from the date of completion demand for payment at the rate of each phase24% per annum, calculated daily, not in advance, until paid. The CITY shall pay each such invoice or portion thereof as approvedIn the event this Agreement, provided that in future, is amended in order to accelerate the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY Closing of the service covered transaction or to change or alter the construction specifications of the Dwelling by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice giving the Purchaser a credit or reduction against the Purchase Price and the Purchaser fails to complete the transaction, all damages shall be accompanied by a letter progress report describing assessed as if such amendment was not entered into. In the total work accomplished for each phase and event any problems, which have been encountered, which may inhibit execution one or more of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description provisions of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the this Agreement or any authorized Task Orderportion or portions thereof are invalid or unenforceable, the same shall be deemed to be deleted herefrom and shall not be deemed to affect the enforceability or validity of the balance of this Agreement. The Purchaser, if required by the Vendor, shall execute and deliver on Closing one or more covenants incorporating the terms hereof. There is no representation, warranty, collateral Agreement or condition affecting this Agreement or the Property, or supported hereby, except as set forth herein in writing. In the event there is a conflict between any term(s) in this Agreement, the Vendor shall determine which conflicting term(s) prevail(s). The Purchaser acknowledges and agrees that the covenants and obligations of the Vendor contained in this Agreement shall be those of the Vendor only and should the Vendor represent or act as trustee or agent on behalf of a beneficiary or principal (whether disclosed or undisclosed) in executing this Agreement, such beneficiary or principal shall have no liability under this Agreement, such liability being restricted to the Vendor only. All invoices submitted buildings and equipment shall be and remain at the Vendor's risk until Closing. In the event of any damage to the Dwelling, however caused, the Vendor shall be entitled to the insurance proceeds payable under any insurance policy coverage on the Dwelling. Deed to be prepared at Vendor's expense, and shall be executed by the CONSULTANT Purchaser if required by the Vendor and shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed registered forthwith on Closing at the discretion Purchaser's expense. The Purchaser shall pay the Vendor’s solicitor’s fees in the amount of the CONSULTANT, but the premium time portion $500.00 (plus Applicable Taxes and disbursements) for each letter or other form of the overtime will not be billed notice sent to the CITY unless Purchaser or the CONSULTANT has requested acceleration of Purchaser’s solicitor relating to any default by the scheduled work in writingPurchaser.

DRAFT. For the scope of services, please refer The Landlord giving notice to the attached proposal from Cranston Engineering Group, P.C.Tenant, which includes is only possible using one of the fee 18 grounds for eviction set out in schedule for service tasks3 of the Act. This can happen either: - By the Landlord giving the Tenant a Notice to Leave stating one or more of the eviction grounds, and the Tenant choosing to leave. In this case, the tenancy will come to an end on the day specified in the Notice to Leave, or the day on which the Tenant actually leaves the Let Property, whichever is the later. or: - By the Landlord giving the Tenant a Notice to Leave stating one or more of the eviction grounds and then, if the Tenant chooses not to leave on the day after the notice period expires, subsequently obtaining an eviction order from the Tribunal on the stated eviction ground(s). In this case, the tenancy will come to an end on the date specified in the eviction order. The CITY shall compensate Landlord can bring the CONSULTANT tenancy to an end only if one of the 18 grounds for serviceseviction apply. If the Landlord serves a Notice to Leave on the Tenant, he or she must specify which have been authorized eviction ground(s) is being used and give the reasons why they believe this eviction ground applies. This may be applicable should the tenant breach this agreement. If the Landlord applies to the Tribunal for an eviction order, the Tribunal will ask the Landlord to provide supporting evidence for any eviction ground(s) being used. The amount of notice a Landlord must give the Tenant will depend on which eviction ground is being used by the CITY under Landlord and how long the terms of this Agreement. DRAFT The CONSULTANT may submit to Tenant has lived in the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing periodLet Property. The CITY shall review Landlord must give the Tenant at least 28 days’ notice if, on the day the Tenant receives the Notice to Leave, the Tenant has been entitled to occupy the Let Property for approval said invoices. The CITY shall have the right to reject payment of any invoice six months or part thereof if not properly supportedless, or if the costs requested eviction ground (or a part thereof, as determined solely by grounds) that the CITY, are unreasonably in excess Landlord is stating is one or more of the actual phase of completion of each phase. following: The CITY shall pay each such invoice Tenant: • Is not occupying the Let Property as his or portion thereof as approved, provided that her only or principal home • Has breached the approval tenancy agreement • Is in rent arrears for three or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, more consecutive months • Has a relevant criminal conviction • Has engaged in relevant antisocial behaviour • Has associated with a person who has a relevant conviction or of receipt of acceptance by the CITY has engaged in antisocial behaviour • Is in breach of the service covered by such invoice. contents set out in Section 17 or other relevant clauses DRAFT The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing Landlord must give the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completedTenant at least 84 days’ notice if, on the basis date the Tenant receives the Notice to Leave, the Tenant has been entitled to occupy the Let Property for over six months and the Notice to Leave does not rely exclusively on one (or more) of the standard billing rates shown eviction grounds already mentioned in Attachment B to this paragraph. The Landlord must secure repossession only by lawful means and must comply with all relevant legislation affecting private residential tenancies. SCHEDULE 3 TO THE ACT – EVICTION GROUNDS Schedule 3 sets out the Contract of those principals and employees engaged directly on the work18 grounds under which a Landlord may seek eviction. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writing.COPY

DRAFT. For the scope A Bank Bondowner shall decide whether to sell any Liquidity Provider Bonds owned by it to any Purchaser and shall give notice of services, please refer such decision to the attached proposal from Cranston Engineering GroupCity and the Remarketing Agent by 2:00 p.m. on the Business Day preceding the Sale Date. In the event such notice is not timely delivered by a Bank Bondowner, P.C.such Bank Bondowner shall be deemed to have determined to sell such Liquidity Provider Bonds to a Purchaser on the Sale Date (subject to receipt by it of the funds called for by the next following sentence). If a Bank Bondowner determines or is deemed to have determined to sell such Liquidity Provider Bonds to a Purchaser, such Bank Bondowner shall deliver such Liquidity Provider Bonds to the Paying Agent/Registrar (or, in the case of Liquidity Provider Bonds which includes are Book Entry Bonds, shall cause the fee schedule for service tasks. The CITY beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. on the Sale Date against receipt of the Sale Price therefor in immediately available funds in the Purchase Fund or at the Bank Bondowner’s address listed in the registration records kept by the Paying Agent/Registrar, and such Liquidity Provider Bonds shall compensate thereupon no longer be considered Liquidity Provider Bonds; as provided in the CONSULTANT for servicesOrdinance, which such Liquidity Provider Bonds shall be deemed to have been authorized delivered and such Bonds shall no longer be considered Liquidity Provider Bonds. When Liquidity Provider Bonds are purchased in accordance with this subsection (h), the Paying Agent/Registrar shall, upon receipt of such Liquidity Provider Bonds and upon receipt by such Bank Bondowner of the CITY under Sale Price, notify the terms City that such Bonds are no longer Liquidity Provider Bonds. Any sale of a Liquidity Provider Bond pursuant to this subsection (h) shall be without recourse to the seller and without representation or warranty of any kind. If a Bank Bondowner notifies the Paying Agent/Registrar and the Remarketing Agent, as provided in the first sentence of this Agreement. DRAFT The CONSULTANT may submit to subsection (h), that it will not sell its Liquidity Provider Bonds, the CITY a monthly invoicePaying Agent/Registrar shall notify the City, in a form acceptable to the CITY Remarketing Agent, the Bank and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, such Bank Bondowner that as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY Sale Date such Bond or Bonds shall pay each no longer constitute Liquidity Provider Bonds, and such invoice or portion thereof as approved, provided that Bonds shall be deemed to have been remarketed and no longer constitute Liquidity Provider Bonds and the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY Available Amount of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice Letter of Credit shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingappropriately increased.

DRAFT. For All dimensions, specifications and elevation renderings on sales brochures and other sales aides are artists' concepts only and are approximate and subject to modification without prior notice at the scope sole discretion of servicesthe Vendor in compliance with the Ontario Building Code. The designation of door swings, please refer including entrance doors and doors from the garage to the interior of the Dwelling, if any, in any schedules attached proposal from Cranston Engineering Group, P.C., which includes hereto or sales brochures and other sales aides are conceptual only and are subject to modification without prior notice at the fee schedule for service taskssole discretion of the Vendor. The CITY shall compensate the CONSULTANT for services, which have been authorized Purchaser acknowledges and agrees that attic hatches or access points may be located within any location determined by the CITY under Vendor in its sole discretion, including without limitation, within any hallway, room, closet or interior wall. The location of mechanical installations may not be as shown (or not shown, as the terms case may be) on sales documentation and will be located in accordance with approved plans and/or good construction practice and may result in room size or garage size reduction caused by the mechanicals being installed. The Purchaser acknowledges being advised by the Vendor that the Vendor has experienced a high rate of this Agreement. DRAFT The CONSULTANT may submit theft of air- conditioning units when they are installed prior to the CITY a monthly invoiceClosing. Accordingly, in a form acceptable to the CITY and accompanied by all support documentation requested by Purchaser acknowledges that if the CITY, for payment Agreement herein calls for the servicesVendor to install an air-conditioning unit, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have Vendor has the right to reject payment of install that unit, in accordance with the Agreement, within 7 days after the Closing, weather permitting. The Purchaser shall not be entitled to any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably in excess holdback on account of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided Purchase Price notwithstanding that the approval or payment air-conditioning unit is not installed at the Closing. Notwithstanding the foregoing, in the event that the Purchaser requires the air-conditioning unit to be installed prior to the Closing, the Purchaser shall make written request therefor, such request to be received not later than 30 days prior to the Closing by way of any such invoice separate written request addressed to the Vendor’s solicitor and the Purchaser acknowledges that the Purchaser shall assume all liability for the air-conditioning unit in the event that it is stolen after its installation prior to the Closing and the Vendor shall not considered be obliged to replace same nor shall there be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred adjustment in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingPurchase Price with respect thereto.

DRAFT. For the scope of services, please refer The Corporation shall give written notice to the attached proposal from Cranston Engineering Group, P.C., Trustee of its selection of the Series and maturity payment of which includes the fee schedule for service tasksshall be made in accordance with this Section. The CITY Trustee shall compensate select the CONSULTANT Bonds of like Series and maturity payment of which shall be made in accordance with this Section in the manner provided in Section 4.04 hereof. Neither the Defeasance Securities nor money deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall be withdrawn or used for servicesany purpose other than, which have been authorized and shall be held in trust for, the payment of the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest on said Bonds; provided, however, that any money received from such principal or interest payments on such Defeasance Securities deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, be reinvested in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest to become due on said Bonds on and prior to such redemption date or maturity date hereof, as the case may be. Any income or interest earned by, or increment to, the investment of any such money so deposited, shall, to the extent certified by the CITY under the terms of this Agreement. DRAFT The CONSULTANT may submit Trustee to the CITY a monthly invoice, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, as determined solely by the CITY, are unreasonably be in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees amounts required hereinabove to pay the CONSULTANT for work completedprincipal, Sinking Fund Installments, if any, or Redemption Price, if applicable, of and interest on such Bonds, as realized, be paid by the basis Trustee as follows: First, to the Arbitrage Rebate Fund, the amount required to be deposited therein in accordance with the direction of an Authorized Officer of the standard billing rates shown in Attachment B Corporation; second, to each Provider the Provider Payments which have not been repaid, pro rata, based upon the respective Provider Payments then unpaid to each Provider; and, then, the balance thereof to the Contract of those principals and employees engaged directly on Corporation. The money so paid by the work. Compensation for design services Trustee shall be invoices based on the sum released of all actual costs incurred in the performance of the workany trust, including all directpledge, payrolllien, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement encumbrance or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingsecurity interest created hereby.

DRAFT. For the scope of services, please refer Notwithstanding anything to the attached proposal contrary contained in this Lease, at any time and from Cranston Engineering Grouptime to time Lessee may mortgage, P.C.pledge and encumber its interests in this Lease and in any subleases, which includes the fee schedule and assign this Lease and any subleases, licenses and other occupancy and use agreements as collateral security for service taskssuch mortgage(s). The CITY making of a leasehold mortgage (or any other such assignment, pledge or encumbrance) shall compensate not be deemed to constitute a prohibited assignment of this Lease, or of the CONSULTANT for servicesleasehold estate hereby created, which have been authorized nor cause the holder of the leasehold mortgage (a “Mortgagee”) to be deemed an assignee of this Lease. Such Mortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time it succeeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, or assignment in lieu of the CITY foreclosure, or if it exercises or attempts to exercise any rights or privileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shall be bound by the terms of this AgreementLease only with respect to obligations first arising after such succession and shall be released and relieved of all further liabilities and obligations under this Lease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee or such successors shall be liable for all rent due under the Lease, and for curing any breaches or defaults which continue after the Mortgagee or such successor acquire Xxxxxx’s interest in this Lease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (or other person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure, assignment in lieu of foreclosure or the exercise of any other remedies relating to the enforcement of any leasehold mortgage may assign this Lease to any telecommunications company with assets in excess of One Hundred Million Dollars ($100,000,000) and upon such assignment, such assignee shall be released from all further liability under this Lease; provided, however, that the provisions hereof shall become null and void upon such assignment. When used in this Lease, “mortgage” shall include whatever security instruments are used in the locality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements, and other documentation required pursuant to the Uniform Commercial Code or successor or similar legislation. If a Mortgagee shall send to Lessor and its counsel a true copy of the leasehold mortgage, together with written notice specifying the name and address of the Mortgagee and the pertinent recording data with respect to such leasehold mortgage, Lessor agrees that the following provisions shall apply to such mortgage so long as the leasehold mortgage has not been released by the Mortgagee: There shall be no cancellation, surrender or modification of this Lease by Xxxxxx and Xxxxxx without the prior consent in writing of each Mortgagee. If the leasehold interest under this Lease shall ever be held by the same person or party who then holds the reversionary interest under this Lease, no merger shall result therefrom and both the leasehold and reversionary interests shall continue. DRAFT The CONSULTANT may submit Lessor shall, upon serving Lessee with any notice of default or other notice provided for in this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such notice to Lessee shall be effective unless a copy of such notice is so served on the CITY a monthly invoice, in a form acceptable to Mortgagee. Upon receipt of such notice the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY mortgagee shall have the right same period, after and commencing upon receipt of such notice, to reject payment of any invoice elect (in its sole discretion) to remedy or part thereof if not properly supportedcause to be remedied the defaults complained of, or and Xxxxxx shall accept such performance as if the costs requested or a part thereof, as determined solely same had been done by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY shall pay each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingXxxxxx.

DRAFT. For If more than thirty percent (30%) of the scope area of services, please refer to the attached proposal from Cranston Engineering Group, P.C., which includes the fee schedule for service tasks. The CITY Premises shall compensate the CONSULTANT for services, which have been authorized by the CITY be taken or appropriated under the terms power of this Agreement. DRAFT The CONSULTANT may submit to the CITY a monthly invoiceeminent domain or conveyed in lieu thereof, in a form acceptable to the CITY and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY Tenant shall have the right to reject payment terminate this Lease at its option. If any part of the Building shall be taken or appropriated under power of eminent domain or conveyed in lieu thereof and such taking is so extensive that it renders the remaining portion of the Building unsuitable for the use being made of the Building on the date immediately preceding such taking, Landlord may terminate this Lease at its option. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord or the condemning authority for any part of sum paid by virtue of such proceedings, whether or not attributable to the value of the unexpired term of this Lease except that Tenant shall be entitled to petition the condemning authority for the following: (i) the then unamortized cost of any invoice Alterations or tenant improvements paid for by Tenant from its own funds (as opposed to any allowance provided by Landlord); (ii) the value of Tenant’s trade fixtures; (iii) Tenant’s relocation costs; and (iv) Tenant’s goodwill, loss of business and business interruption. If a part thereof if of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this Lease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that Landlord shall not properly supportedbe required to repair or restore any injury or damage to the property of Tenant or to make any repairs or restoration of any Alterations installed on the Premises by or at the expense of Tenant. Thereafter, or the Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such taking. Notwithstanding anything to the contrary contained in this ARTICLE 24, if the costs requested temporary use or a occupancy of any part thereof, as determined solely by the CITY, are unreasonably in excess of the actual phase Premises shall be taken or appropriated under power of completion of each phase. The CITY eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay each such invoice or portion thereof as approved, provided that in full all Rent payable hereunder by Tenant during the approval or payment Term; in the event of any such invoice temporary appropriation or taking, Tenant shall not considered be entitled to be evidence receive that portion of performance by any award which represents compensation for the CONSULTANT to the point indicted by such invoice, use or of receipt of acceptance by the CITY occupancy of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice Premises during the Term, and Landlord shall be accompanied by a letter progress report describing entitled to receive that portion of any award which represents the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution cost of restoration of the work. The CONSULTANT shall also submit an accurate updated schedule, Premises and an itemized description the use and occupancy of the percentage of total work completed for each phase during Premises after the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis end of the standard billing rates shown Term. If such temporary taking is for a period longer than one hundred eighty (180) days and unreasonably interferes with Tenant’s use of the Premises, then Tenant shall have the right to terminate this Lease. Landlord and Tenant understand and agree that the provisions of this ARTICLE 24 are intended to govern fully the rights and obligations of the parties in Attachment B to the Contract event of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum a Taking of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingPremises.

DRAFT. For the scope A Bank Bondowner shall decide whether to sell any Liquidity Provider Bonds owned by it to any Purchaser and shall give notice of services, please refer such decision to the attached proposal from Cranston Engineering GroupCity and the Remarketing Agent by 2:00 p.m. on the Business Day preceding the Sale Date. In the event such notice is not timely delivered by a Bank Bondowner, P.C.such Bank Bondowner shall be deemed to have determined to sell such Liquidity Provider Bonds to a Purchaser on the Sale Date (subject to receipt by it of the funds called for by the next following sentence). If a Bank Bondowner determines or is deemed to have determined to sell such Liquidity Provider Bonds to a Purchaser, such Bank Bondowner shall deliver such Liquidity Provider Bonds to the Paying Agent/Registrar (or, in the case of Liquidity Provider Bonds which includes are Book Entry Bonds, shall cause the fee schedule for service tasks. The CITY beneficial ownership thereof to be credited to the account of the Remarketing Agent at DTC) by 10:00 a.m. on the Sale Date against receipt of the Sale Price therefor in immediately available funds in the Bond Fund or at the Bank Bondowner’s address listed in the registration records kept by the Paying Agent/Registrar, and such Liquidity Provider Bonds shall compensate thereupon no longer be considered Liquidity Provider Bonds; and as provided in the CONSULTANT for servicesOrdinance, which such Liquidity Provider Bonds shall be deemed to have been authorized delivered and such Bonds shall no longer be considered Liquidity Provider Bonds. When Liquidity Provider Bonds are purchased in accordance with this subsection (h), the Paying Agent/Registrar shall, upon receipt of such Liquidity Provider Bonds and upon receipt by such Bank Bondowner of the CITY under Sale Price, notify the terms City that such Bonds are no longer Liquidity Provider Bonds. Any sale of a Liquidity Provider Bond pursuant to this subsection (h) shall be without recourse to the seller and without representation or warranty of any kind. If a Bank Bondowner notifies the Paying Agent/Registrar and the Remarketing Agent, as provided in the first sentence of this Agreement. DRAFT The CONSULTANT may submit to subsection (h), that it will not sell its Liquidity Provider Bonds, the CITY a monthly invoicePaying Agent/Registrar shall notify the City, in a form acceptable to the CITY Remarketing Agent, the Bank and accompanied by all support documentation requested by the CITY, for payment for the services, which were completed during the billing period. The CITY shall review for approval said invoices. The CITY shall have the right to reject payment of any invoice or part thereof if not properly supported, or if the costs requested or a part thereof, such Bank Bondowner that as determined solely by the CITY, are unreasonably in excess of the actual phase of completion of each phase. The CITY Sale Date such Bond or Bonds shall pay each no longer constitute Liquidity Provider Bonds, and such invoice or portion thereof as approved, provided that Bonds shall be deemed to have been remarketed and no longer constitute Liquidity Provider Bonds and the approval or payment of any such invoice shall not considered to be evidence of performance by the CONSULTANT to the point indicted by such invoice, or of receipt of acceptance by the CITY Available Amount of the service covered by such invoice. The CITY shall pay any undisputed items contained in such invoices. Each invoice Letter of Credit shall be accompanied by a letter progress report describing the total work accomplished for each phase and any problems, which have been encountered, which may inhibit execution of the work. The CONSULTANT shall also submit an accurate updated schedule, and an itemized description of the percentage of total work completed for each phase during the billing period. When the CITY authorizes the CONSULTANT to proceed with the work authorized in a Task Order, it agrees to pay the CONSULTANT for work completed, on the basis of the standard billing rates shown in Attachment B to the Contract of those principals and employees engaged directly on the work. Compensation for design services shall be invoices based on the sum of all actual costs incurred in the performance of the work, including all direct, payroll, overall and profit cost in an amount not-to-exceed the compensation set forth in the terms of the Agreement or any authorized Task Order. All invoices submitted by the CONSULTANT shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Overtime may be performed at the discretion of the CONSULTANT, but the premium time portion of the overtime will not be billed to the CITY unless the CONSULTANT has requested acceleration of the scheduled work in writingappropriately increased.