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<br />supplemented any and every time the parties agree on a task to be performed by ZHA for <br />Owner, and the compensation to be paid therefor by Owner to ZHA, and BOTH <br />PARTIES DULY EXECUTE some memorandum of that agreement. The format of such <br />subsequent memoranda may vary. <br /> <br />ARTICLE 2 <br />FEES AND PAYMENT <br /> <br />2.1 There is no retainer fee under this agreement, and no minimum fee. ZHA will perform <br />Services and will be paid when, as and if Owner assigns ZHA tasks pursuant to Article <br />1.2 above. <br /> <br />2.2 Unless otherwise expressly provided at the time, and each time, the parties agree on a <br />task, Owner shall pay ZHA for Services on a fixed fee basis in accordance with the <br />attached "EXHIBIT B". <br /> <br />2.3 When ZHA's fees are to be determined on a time and materials basis, the time expended <br /> <br />by each ZHA employee while performing Services shall be multiplied by the appropriate <br /> <br />rate from the table attached hereto as "EXHIBIT C", and the total dollars for all such <br /> <br />employees shall constitute the "time" portion of ZHA's fees. The "materials" portion <br /> <br />shall comprise all other direct expenses incurred by ZHA in performing the Services <br /> <br />including, without limitation thereto, the cost of subconsultants. The cost of <br /> <br />subconsultants will be approved in advance by Owner. <br /> <br />2.4 The rates shown on EXHIBIT C are subject to unilateral adjustment by ZHA on each <br />anniversary of this Agreement, however, the maximum increase at each annual <br />anniversary shall be four (4%) percent unless mutually agreed to in writing. <br /> <br />2 <br />