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ECS Pacific, Inc.
<br />Terms and Conditions of Service
<br />Service are provided until the completion of the Project.
<br />11.2 ECS' Services are performed and Documents of Service are provided for the CLIENTS sole use.
<br />CLIENT understands and agrees that any use of the Documents of Service by anyone other than
<br />the CLIENT and Its Contractors is not permitted. CLIENT further agrees to indemnify and hold ECS
<br />harmless for any errors, omissions or damage resulting from Its contractors' use of ECS' Documents
<br />of Service.
<br />11.3 Without ECS' prior written consent, CLIENT agrees to not use ECS' Documents of Service for the
<br />Project if the Project is subsequently modified in scope, structure or purpose. Any reuse without
<br />ECS' written consent shall be at CLIENTS sole risk and without liability to ECS or its Subconsultants.
<br />CLIENT agrees to indemnify and hold ECS harmless for any errors, omissions or Damage resulting
<br />from its use of ECS' Documents of Service after any modification in scope, structure or purpose.
<br />11.4 CLIENT agrees to not make any modification to the Documents of Service without the prior
<br />written authorization of ECS. To the fullest extent permitted by law, CLIENT agrees to Indemnify,
<br />defend, and hold ECS harmless from any damage, loss, claim, liability or cost (including reasonable
<br />attorneys' fees and defense costs) arising out of or in connection with any unauthorized
<br />modification of the Documents of Service by CLIENT or any person or entity that acquires or
<br />obtains the Documents of Service from or through CLIENT. CLIENT represents and warrants that
<br />the Documents of Service shall be used only as submitted by ECS.
<br />12.0 SAFETY
<br />12.1 Unless expressly agreed to in writing in its Proposal, CLIENT agrees that ECS shall have no
<br />responsibility whatsoever for any aspect of site safety other than for Its own employees. Nothing
<br />herein shall be construed to relieve CLIENT and/or its Contractors from their responsibility for site
<br />safety. CLIENT also represents and warrants that the General Contractor is solely responsible for
<br />Project site safety and that ECS personnel may rely on the safety measures provided by the General
<br />Contractor.
<br />12.2 In the event ECS assumes In writing limited responsibility for specified safety issues, the
<br />acceptance of such responsibilities does not and shall not be deemed an acceptance of
<br />responsibility for any other non -specified safety issues, including, but not limited to those relating
<br />to excavating, fall protection, shoring, drilling, backfilling, blasting, or other construction activities.
<br />13.0 CONSTRUCTION TESTING AND REMEDIATION SERVICES
<br />13.1 CLIENT understands that construction testing and observation services are provided in an
<br />effort to reduce, but cannot eliminate, the risk of problems arising during or after construction
<br />or remediation. CLIENT agrees that the provision of such Services does not create a warranty or
<br />guarantee of any type.
<br />13.2 Monitoring and/or testing services provided by ECS shall not in any way relieve the CLIENTS
<br />contractor(s) from their responsibilities and obligations for the quality or completeness of
<br />construction as well as their obligation to comply with applicable laws, codes, and regulations.
<br />13.3 ECS has no responsibility whatsoever for the means, methods, techniques, sequencing or
<br />procedures of construction selected, for safety precautions and programs Incidental to work or
<br />services provided by any contractor or other consultant. ECS does not and shall not have or accept
<br />authority to supervise, direct, control, or stop the work of any contractor or consultant or any of
<br />their subcontractors or subconsultants.
<br />13.4 ECS strongly recommends that CLIENT retain ECS to provide construction monitoring and
<br />testing services on a full time basis to lower the risk of defective or incomplete work being installed
<br />by CLIENTS Contractors. If CLIENT elects to retain ECS on a part-time or on -call basis for any aspect
<br />of construction monitoring and/or testing, CLIENT accepts the risk that a lower level of construction
<br />quality may occur and that defective or Incomplete work may result and not be detected by ECS'
<br />part time monitoring and testing in exchange for CLIENTS receipt of an immediate cost savings.
<br />Unless the CLIENT can show that ECS' errors or omissions are contained in ECS' reports, CLIENT
<br />waives, releases and discharges ECS from and against any other claims for errors, omissions,
<br />damages, Injuries, or loss alleged to arise from defective or incomplete work that was monitored
<br />or tested by ECS on a part-time or on -call basis. Except as set forth in the preceding sentence,
<br />CLIENT agrees to indemnify and hold ECS harmless from all Damages, costs, and attorneys' fees, for
<br />any claims alleging errors, omissions, damage, injury or loss allegedly resulting from work that was
<br />monitored or tested by ECS on a part-time or on -call basis.
<br />14.0 CERTIFICATIONS - CLIENT may request, or governing jurisdictions may require, ECS to provide
<br />a "certification" regarding the Services provided by ECS. Any "certification" required of ECS by the
<br />CLIENT or jurisdiction(s) having authority over some or all aspects of the Project shall consist of
<br />ECS' inferences and professional opinions based on the limited sampling, observations, tests, and/
<br />or analyses performed by ECS at discrete locations and times. Such "certifications" shall constitute
<br />ECS' professional opinion of a condition's existence, but ECS does not guarantee that such condition
<br />exists, nor does it relieve other parties of the responsibilities or obligations such parties have with
<br />respect to the possible existence of such a condition. CLIENT agrees it cannot make the resolution
<br />of any dispute with ECS or payment of any amount due to ECS contingent upon ECS signing any
<br />such "certification."
<br />15.0 BILLINGS AND PAYMENTS
<br />15.1 Billings will be based on the unit rates, plus travel costs, and other reimbursable expenses as
<br />stated in the professional fees section of the Proposal. Any estimate of professional fees stated
<br />shall not be considered as a not -to -exceed or lump sum amount unless otherwise explicitly stated.
<br />CLIENT understands and agrees that even If ECS agrees to a lump sum or not -to -exceed amount,
<br />that amount shall be limited to number of hours, visits, trips, tests, borings, or samples stated in
<br />the Proposal.
<br />15.2 CLIENT agrees that all professional fees and other unit rates may be adjusted annually to
<br />account for inflation based on the most recent 12-month average of the Consumer Price Index
<br />(CPI-U) for all items as established by www.bis.gov when the CPI-U exceeds an annual rate of 2.0%.
<br />April 22, 2025
<br />Page 9
<br />15.3 Should ECS Identify a Changed Condition(s), ECS shall notify the CLIENT of the Changed
<br />Condition(s). ECS and CLIENT shall promptly and In good faith negotiate an amendment to the
<br />scope of Services, professional fees, and time schedule.
<br />15.4 CLIENT recognizes that time Is of the essence with respect to payment of ECS' invoices, and that
<br />timely payment Is a material consideration for this Agreement. All payment shall be in U.S. funds
<br />drawn upon U.S. banks and in accordance with the rates and charges set forth in the professional
<br />Fees. Invoices are due and payable upon receipt.
<br />15.5 If CLIENT disputes all or part of an invoice, CLIENT shall provide ECS with written notice stating
<br />in detail the facts of the dispute within fifteen (15) calendar days of the Invoice date. CLIENT agrees
<br />to pay the undisputed amount of such invoice promptly.
<br />15.6 ECS reserves the right to charge CLIENT an additional charge of one -and -one-half (1.5) percent
<br />(or the maximum percentage allowed by Law, whichever is lower) of the invoiced amount per month
<br />for any payment received by ECS more than thirty (30) calendar days from the date of the invoice,
<br />excepting any portion of the invoiced amount in dispute. All payments will be applied to accrued
<br />interest first and then to the unpaid principal amount. Payment of invoices shall not be subject to
<br />unilateral discounting or set -offs by CLIENT.
<br />15.7 CLIENT agrees that its obligation to pay for the Services Is not contingent upon CLIENTS
<br />ability to obtain financing, zoning, approval of governmental or regulatory agencies, permits, final
<br />adjudication of a lawsuit, CLIENTS successful completion of the Project, settlement of a real estate
<br />transaction, receipt of payment from CLIENTS client, or any other event unrelated to ECS provision
<br />of Services. Retainage shall not be withheld from any payment, nor shall any deduction be made
<br />from any invoice on account of penalty, liquidated damages, or other sums incurred by CLIENT. It is
<br />agreed that all costs and legal fees including actual attorney's fees, and expenses Incurred by ECS in
<br />obtaining payment under this Agreemen4 in perfecting or obtaining a lien, recovery under a bond,
<br />collecting any delinquent amounts due, or executing judgments, shall be reimbursed by CLIENT.
<br />15.8 Unless CLIENT has provided notice to ECS in accordance with Section 16.0 of these Terms,
<br />payment of any invoice by the CLIENT shall mean that the CLIENT is satisfied with ECS' Services and
<br />is not aware of any defects in those Services.
<br />16.0 DEFECTS IN SERVICE
<br />16.1 CLIENT and CLIENTS Contractors shall promptly Inform ECS during active work on any project
<br />of any actual or suspected defects in the Services so to permit ECS to take such prompt, effective
<br />remedial measures that In ECS' opinion will reduce or eliminate the consequences of any such
<br />defective Services. The correction of defects attributable to ECS' failure to perform in accordance
<br />with the Standard of Care shall be provided at no cost to CLIENT. However, ECS shall not be
<br />responsible for the correction of any deficiency attributable to client-fumished Information, the
<br />errors, omissions, defective materials, or Improper installation of materials by CLIENTS personnel,
<br />consultants or contractors, or work not observed by ECS. CLIENT shall compensate ECS for the costs
<br />of correcting such defects.
<br />16.2 Modifications to reports, documents and plans required as a result of jurisdictional reviews
<br />or CLIENT requests shall not be considered to be defects. CLIENT shall compensate ECS for the
<br />provision of such Services.
<br />17.0 INSURANCE - ECS represents that it and Its subcontractors and subconsultants maintain
<br />workers compensation insurance, and that ECS Is covered by general liability, automobile and
<br />professional liability insurance policies in coverage amounts it deems reasonable and adequate.
<br />ECS shall furnish certificates of Insurance upon request The CLIENT is responsible for requesting
<br />specific inclusions or limits of coverage that are not present In ECS insurance package. The cost of
<br />such inclusions or coverage increases, if available, will he at the expense of the CLIENT.
<br />19.0 LIMITATION OF LIABILITY
<br />18.1 CLIENT AGREES TO ALLOCATE CERTAIN RISKS ASSOCIATED WITH THE PROJECT BY
<br />LIMITING ECS' TOTAL LIABILITY TO CLIENT ARISING FROM ECS PROFESSIONAL LIABILITY, I.E.
<br />PROFESSIONAL ACTS, ERRORS, OR OMISSIONS AND FOR ANY AND ALL CAUSES INCLUDING
<br />NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY, INJURIES,
<br />DAMAGES, CLAIMS, LOSSES, EXPENSES, OR CLAIM EXPENSES (INCLUDING REASONABLE
<br />ATTORNEY'S FEES) RELATING TO PROFESSIONAL SERVICES PROVIDED UNDERTHIS AGREEMENT
<br />TO THE FULLEST EXTENT PERMITTED BY LAW. THE ALLOCATION IS AS FOLLOWS.
<br />18.1.11f the proposed fees are $10,000 or less, ECS' total aggregate liability to CLIENT
<br />shall not exceed $20,000, or the total fee received for the services rendered, whichever is
<br />greater.
<br />18.1.2 If the proposed fees are in excess of $10,000. ECS' total aggregate (lability to CLIENT
<br />shall not exceed $50,000, or the total fee for the services rendered, whichever is greater.
<br />18.2 CLIENT agrees that ECS shall not be responsible for any Injury, loss or damage of any nature,
<br />including bodily injury and property damage, arising directly or Indirectly, in whole or in part,
<br />from acts or omissions by the CLIENT, its employees, agents, staff, consultants, contractors, or
<br />subcontractors to the extent such injury, damage, or loss is caused by acts or omissions of CLIENT,
<br />its employees, agents, staff, consultants, contractors, subcontractors or person/entities for whom
<br />CLIENT is legally liable.
<br />18.3 CLIENT agrees that ECS' liability for all non-professional liability arising out of this Agreement
<br />or the services provided as a result of the Proposal be limited to $500,000.
<br />19-0 INDEMNIFICATION
<br />19.1 Subject to Section 18.0, ECS agrees to hold harmless and indemnify CLIENT from and against
<br />damages arising from ECS' negligent performance of Its Services, but only to the extent that such
<br />damages are found to be caused by ECS' negligent acts, errors or omissions, (specifically excluding
<br />any damages caused by any third party or by the CLIENT.)
<br />19.2 To the fullest extent permitted by law, CLIENT agrees to indemnify, and hold ECS harmless from
<br />and against any and all liability, claims, damages, demands, fines, penalties, costs and expenditures
<br />(including reasonable attorneys' fees and costs oflitigation defense and/or settlement) ("Damages")
<br />caused In whole or in part by the acts, errors, or omissions of the CLIENT or CLIENTS employees,
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