JAREDIAN DESIGN GROUP The CLIENT and JAREDIAN DESIGN GROUP, LLC, [JDG} hereby agree os fdlows: —T he Contract is the Propasd .Ageement of Contract document thet is signed and dated by JDG and the CLIENT and towhich these StondadT ems and Cond tions are appended by reference. This contract takes Precedence over ony stondard conditions the dient may hovein place. -The CLIENT agrees to pay JOG in accordance with the payment terms in the Contract. -Thetotd fee, except stated!ump sum, shd! be understood fo be cn estimate, based upon S$ cope Of Services, and shdl not be exceeded by more than ten (10) percent, without written approvd of the CLIENT. Where the fee crrcngement is to be on on hourly basis, the rates shdil be those that prevdl a the time services crerendered. Invoices will be submitted monthly or upon completion of a spadified scope, whichever is shorter, for services andraémbursahle expenses and cre due when received. Invoice sshdl be considered PAST DUE if not pad within 30 days dite theinvoice dcte ond JDG may , without wdving any dam right agcinst CLIENT, and without liability whatsoever to the CLIENT, terminate the performance of theservice. Retainers shd! be requ ired for certcin projects or under certain conditions and shdil be credited on the find invoice. A |cte payment fee will be charged of 1.5% (or the tegd rate) per month on the unpdd bdance. In the event any portion of an account remains unpdd fo 90 do ys ofter billing, the CLIENT shdl pay cost of FROOHFWLRQ@ ‘court costs. — Reimbursable expenses are expensedinourred drectly or indirectly in connection with the project such cs, but not limited to, transportation, meds, lodging for trav, long Gistance ta ephone cd !s and facsimile transmissions, overnight ddiveries, courier services, equipment rentd, photographs and video supolies, testing loboratory services, permit and other licers efess professiond services, sdes taxes, and the cost of reproductions beyand those normdly required for coordination and information purposes. These expenses will be billed ot cost plus aservice charge of fifteen {1 5] percent. =-TheCLiENT agrees to furnish JDG with the right -of -entry on the project site or represents and warcnts, if thesiteis not owned by the CLIENT, that permission hos een granted fo make site reconndssanoe, surveys, borings, and other exploration pursuant to the Scope Of Services in the Contract. JDG will tcke recsonable precautions to minimize damage to the land from use of equipment, but nce not indudedin the fee the cost for restoration of damage that may result 1URPO-' * + VORS HUDWL RIQModedixX G@HVVOVSHFLI Contract. 1|Page STANDARD TERMS AND CONDITIONS — Unless otherwise agreed, the CLIENT shd! provide JDG with locations of buried ufilifes and other underground structures in areas of subsurfaoe exploration. JOG will tcke reasoncble precautions to vo id damage to the buried utilities and other underground structures noted. |f locators are not known, areinaccurate, of cannot be confirmed by the CLIENT, then there will bea degree of risk fo the CLIENT associated with conducing explordion. Inthea — bsenoe of confirmed underground structure locations, the CLIENT agrees to accept the risk of any Gomoges cnd losses resulting from the exploration work. = All reports, design drawings and ped fications, field dota and notes, laboratory test data cd culations, computer files, estimates, and other documents that JOG prepares cé instruments of service shd! UHPDLQ@o-' *-VOSURS HUW, services cre on behdf of and for the exdusive use of the dient and that dl reports and other documents furnished to the CLIENT or its agents shdl be ufilized sold y for this project. —T he Scope Of $ ervices for this Contract doe = s notindude services rddin g tohceadous mterids, os defined by fedard, state and/or |ocd laws or regudions. JDGis nat insured for services rdated fo the identification, conta nment or remavd of asbestos or hazardous waste ind uding pollutant s, nor will we cssume any licbility for damages or costs red ated to these materids. 7KHORS, [17 » 1 OVXFKOPDWHUL DOVODUH © GLyiet Rife HUH GIG CLIENT agrees to negoticte anpropricte revisions to the Scope Of Service, the budge t estimete, and the terms a nd condition s of the Contract. When such hazardous materids aesuspected, JDG will have the option to stop ser vioes until anew agreement is reached. If amutudly satisfactory ogreement cannot be reached between both parties, the Contract shdl beter = mindted The CLIENT agrees to pay IDG for di services rendered, induding ny cost $s asodded L QF OX GL QJ CUHDVR QDE OH NDIViR notin Ani ownership if nd (sGaGibility for al contaminated materids, hazcrdous maferids, and hamardous substances generated, rd ecsed ,uncOW ered, WUDQVS RUWHG) (DQGURU OF ROOHF WHG Contractor work tosk 5 referred to herein will not bewith IDG. =TheCLiENT recognizes that reéd ning JDG to perform construction phase engineering services sucha th §=— e review of shop drawings and product submittds, andfull —-fime construction observation services, is anormd andintegrd part of engineering services for the project, and that retdning JDG for these services can provide for the CLIENT agredter degree of confidence that the completed work of the Contractor will conform generdly to the Contract Documents, that the integrity of the design concept os reflected in the Contract Documents hos been implemented and preserved by the Contractor, andto minimize problems during construction. The CLIENT dsorecogize s thatnoentityis a familia with the Contract Documents and their intent as JOG. Therefore, the CLIENT is urged to retcin JDG to provide construction phcse engineering services. , | O boffsirudfan observation services aeinduded as pat of the Scope Of Services in the Contract, JOG will ‘ovide personna to observe construction fo ascertain that if dang performed, in generd, in accordance with the lans ond spedfi cations. 1GXUL EFTA00593588

--=PAGE_BREAK=--

JAREDIAN DESIGN GROUP itis understood thet, in cocordance with generd|y occepted construction practices, the contractor and ony subcontractors will be solely and completely responsible for dl construction activities, working condifions on the jab site, indudingsdety of dlp — sons and property during the performance of the work, compliance with OSHA reguictions, and qudity of the work. Any monitoring of the STANDARD TERMS AND CONDITIONS hamiess JOG from any ddm or licbility resulting from suspension of services due to F OL Hr@Weourtént payments. -TheCLIENT shd! defend, indemnify, and haldharmless JDG and di of its personnel from and ogdnst any andd! ddmms, damages, losses and expenses {induding recsonable attorneys fees) and cansequentid FRQWUDF WRU: VOSHUI RUPOGF HOF R QGX F WHG0 E Somages cfising dit of erR Krad QomUthy/pe formance of not intended to indude review of the adequacy of the cntoto U» VOVDI HW\OPHDVXUHV LQoRQ@ site. itis further understood that field services provided by JDG personnel will not rai eve the contractor and any subcontractors of responsibilities for performing the work in eccor dance with applica blelaws ond reguidions andin accordance with the Contract Documents. Should the CLIENT not execute an agreement with JDG to provide construction phcse eng neering services, then the CLIENT agrees fo indemnify and hold JDG harmless agcnst any ddms,! icbility andresponsibility for construction problems or problems crising after construction is complete theser vices, provided that any such dams, damages, Gide ex AarKeblore Boi Mi Veitols & ipa Rb@the nedigent act or omission and/or strict licbility of the CLIENT, anyone drectly or indrectly emp oyed by the CLIENT (except JDG) or anyone for whose a cts any of them may belidie. — On occasion, JDG engages the sped dized services of ind vidud consultants or other companies to patidpatein aproject. When considered necessary, these firms or other consultants will be used. Th e cost of other consul tants will be billed of cost plus a1 5% administration charge. =| tis understood that untess expressly implied, DWWULEX WHGOWR OF RQVWUXF WLR QUDQG™ WKH © & RGA Lb® Gudhedin thé Agreement do not indude the performance, cnd fdlure of the contractor to follow the design intent and construct the project in aoc ordance with the Contract Documents. cost of professiond services provided for any legd action or suit. Fees for court preparation, depositions, pretrid conference andin court non -tesfimany ime will be billed at two [2] times the normd billing rate. Fees forin -court ~~ * WVOVHUYLFHVOZL OOCEH(S H Webi ModyPattl Ge bill Ga three (3] times the normd billing eccordonce with generdly aocepted practices of professiond eng neers providing similar services of the same time, in the sameloode, and under like draumstance s. The CLIENT agrees that services provided will be rendered without any other waranty, expressed or implied. -JDGmantans : RUNHU- VU &RPSHQVDWLR@ Insurance . JOG will furnish certification upon written request. The CLIENT agrees tha JOG w ill not be lichie or responsible to the CLIENT for any loss, damage, or lidbility beyond the amounts, limits, exdusions, and conditions of such insurance. =TheCLiENT agree to limit lichility andrequirealikelimitaion fram any construction contractor or subcontractor who performs work for which JDG has provided reports, plans, and spedficaiion, in can amount of $50,000 oc JOG += - -V- witidHewer is smdler. —This agreement may be terminated upon ten (10) days written notice by @ ther party shouldtheothe fa il to perform his obligations hereunder. The CLIENT shdl remdn fully liable for and shdl promptly pay JDG the full amount for di services rendered b y JDG up to the date of suspension of services plus suspension charges. Suspension charges shdl include the cost of putting documents and and yses in order, persona and equipment rescheduling or recssignment adjustments, and dl other rected and chag es drectly attributable to suspension. 1f payment of invoices by the CLIENT is not mdntdned on a thirty [30] doy current besis, JOG moy . by providing aten (10) day written notice to the CLIENT , suspend further services until payments are restored fo a current basis. In the event JDG engages counsa to enforce overdue payments, the CLIENT shdl reimburse JDG for dl recsonddle DWWR U @¢4 tnd curt costs rected to enforcement of overdue payments. The CLIENT shdl indemnify andsave 2|Page rde. — Unless otherwise specified, this Agreement shd! be governed by the laws of the principd Place of business of JDG. -- ' te opinion of probable construction costs, if rendered as a serviceunde r this Agreement, is based on cesumed | cbor costs cnd approximate quantities of moterid and equipment, and therefore is of a cond tiond charccter. JDG cannot quarmiee the cost of work to be performed by others since market or bidding conditions can cha nge at any time and changes in the scope or qudity of the Project may difect estimates. = Should any one or more of the terms and cond tions stated herein be deemed unenforcedh e or invdid. 4 ther in whole or in part, by judgment or court order ,thatshdl not affect theremadining terms and cond tions or parts thereof and they shdl remdin full force and effect. —lfinthis Ageement , specific periocs of time for rendering services are set forth or spedific dates by which se@ vices ae tobe completed are provided, cndif such period of ti meor does ae changed through no fast of JDG, the rctes and amounts of compensation provi ded for herein shdl be subject to equitdie adjustment. If CLIENT hos requested changes in the scope, exte nt, or character of WKHOSURMHF WOUOWKHOWLPHORI OSHUI RUPDG be adjusted equitably. Jaredian Design Group, LLC, cannot be nd dresponsible far dd ays in rendering services caused by issues beyond Jaedan "HVLIJQo* URXS + VOFRQWURO EFTA00593589