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ECS Pacific, Inc.
<br />Terns and Conditions of Service
<br />agents, staff, contractors, subcontractors, consultants, and clients, provided such Damages are
<br />attributable to: (a) the bodily injury, personal Injury, sickness, disease and/or death of any person;
<br />(b) the injury to or loss of value to tangible personal property; or (c) a breach of these Terms. The
<br />foregoing indemnification shall not apply to the extent such Damage is found to be caused by the
<br />sole negligence, errors, omissions or willful misconduct of ECS.
<br />19.3 It is specifically understood and agreed that in no case shall ECS be required to pay an amount
<br />of Damages disproportional to ECS' culpability. IF CLIENT IS A HOMEOWNER, HOMEOWNERS'
<br />ASSOCIATION, CONDOMINIUM OWNER, CONDOMINIUM OWNER'S ASSOCIATION, OR SIMILAR
<br />RESIDENTIAL OWNER, ECS RECOMMENDS THAT CLIENT RETAIN LEGAL COUNSEL BEFORE
<br />ENTERING INTO THIS AGREEMENT TO EXPLAIN CLIENTS RIGHTS AND OBLIGATIONS
<br />HEREUNDER, AND THE LIMITATIONS, AND RESTRICTIONS IMPOSED BY THIS AGREEMENT.
<br />CLIENT AGREES THAT FAILURE OF CLIENT TO RETAIN SUCH COUNSEL SHALL BE A KNOWING
<br />WAIVER OF LEGAL COUNSEL AND SHALL NOT BE ALLOWED ON GROUNDS OF AVOIDING ANY
<br />PROVISION OF THIS AGREEMENT.
<br />19A IF CLIENT IS A RESIDENTIAL BUILDER OR RESIDENTIAL DEVELOPER, CLIENT SHALL
<br />INDEMNIFY AND HOLD HARMLESS ECS AGAINST ANY AND ALL CLAIMS OR DEMANDS DUE
<br />TO INJURY OR LOSS INITIATED BY ONE OR MORE HOMEOWNERS, UNIT -OWNERS, OR THEIR
<br />HOMEOWNER'S ASSOCIATION, COOPERATIVE BOARD, OR SIMILAR GOVERNING ENTITY
<br />AGAINST CLIENT WHICH RESULTS IN ECS BEING BROUGHT INTO THE DISPUTE.
<br />19.5 IN NO EVENT SHALL THE DUTY TO INDEMNIFY AND HOLD ANOTHER PARTY HARMLESS
<br />UNDER THIS SECTION 19.0 INCLUDE THE DUTY TO DEFEND.
<br />20.0 CONSEQUENTIAL DAMAGES
<br />20.1 CLIENT shall not be liable to ECS and ECS shall not be liable to CLIENT for any consequential
<br />damages incurred by either due to the fault of the other or their employees, consultants, agents,
<br />contractors or subcontractors, regardless of the nature of the fault or whether such liability arises In
<br />breach of contract or warranty, tort, statute, or any other cause of action. Consequential damages
<br />include, but are not limited to, loss of use and loss of profit.
<br />20.2 ECS shall not be liable to CLIENT, or any entity engaged directly or Indirectly by CLIENT, for
<br />any liquidated damages due to any fault, or failure to act, in part or In total by ECS, its employees,
<br />agents, or subcontractors.
<br />210 SOURCES OF RECOVERY
<br />21.1 All claims for damages related to the Services provided under this Agreement shall be made
<br />against the ECS entity contracting with the CLIENT for the Services, and no other person or entity.
<br />CLIENT agrees that It shall not name any affiliated entity Including parent, peer, or subsidiary entity
<br />or any individual officer, director, or employee of ECS.
<br />21.2 In the event of any dispute or claim between CLIENT and ECS arising out of in connection with
<br />the Project and/or the Services, CLIENT and ECS agree that they will look solely to each other for
<br />the satisfaction of any such dispute or claim. Moreover, notwithstanding anything to the contrary
<br />contained in any other provision herein, CLIENT and ECS' agree that their respective shareholders,
<br />principals, partners, members, agents, directors, officers, employees, and/or owners shall have
<br />no liability whatsoever arising out of or in connection with the Project and/or Services provided
<br />hereunder. In the event CLIENT brings a claim against an affiliated entity, parent entity, subsidiary
<br />entity, or Individual officer, director or employee In contravention of this Section 21, CLIENT agrees
<br />to hold ECS harmless from and against all damages, costs, awards, or fees (including attomeys fees)
<br />attributable to such acL
<br />22.0 THIRD PARTY CLAIMS EXCLUSION - CLIENT and ECS agree that the Services are performed
<br />solely for the benefit of the CLIENT and are not intended by either CLIENT or ECS to benefit any
<br />other person or entity. To the extent that any other person or entity Is benefited by the Services,
<br />such benefit is purely incidental and such other person or entity shall not be deemed a third party
<br />beneficiary to the Agreement. No third -party shall have the right to rely on ECS' opinions rendered
<br />in connection with ECS' Services without written consent from both CLIENT and ECS, which shall
<br />include, at a minimum, the third-party's agreement to be bound to the same Terms and Conditions
<br />contained herein and third-party's agreement that ECS' Scope of Services performed is adequate.
<br />23.0 DISPUTE RESOLUTION
<br />23.1 In the event any claims, disputes, and other matters in question arising out of or relating to
<br />these Terms or breach thereof (collectively referred to as "Disputes'7, the parties shall promptly
<br />attempt to resolve all such Disputes through executive negotiation between senior representatives
<br />of both parties familiar with the Project. The parties shall arrange a mutually convenient time for
<br />the senior representative of each party to meet. Such meeting shall occur within fifteen calendar
<br />(15) days of either party's written request for executive negotiation or as otherwise mutually agreed.
<br />Should this meeting fail to result in a mutually agreeable plan for resolution of the Dispute, CLIENT
<br />and ECS agree that either party may bring litigation.
<br />23.2 CLIENT shall make no claim (whether directly or in the form of a third -party claim) against ECS
<br />unless CLIENT shall have first provided ECS with a written certification executed by an independent
<br />engineer licensed in the jurisdiction in which the Project is located, reasonably specifying each and
<br />every act or omission which the certifier contends constitutes a violation of the Standard of Care.
<br />Such certificate shall be a precondition to the institution of any judicial proceeding and shall be
<br />provided to ECS thirty (30) days prior to the institution of such judicial proceedings.
<br />April 22, 2025
<br />Page 10
<br />23.3 Litigation shall be instituted In a court of competent Jurisdiction in the county or district in
<br />which ECS' office contracting with the CLIENT is located. The parties agree that the law applicable
<br />to these Terms and the Services provided pursuant to the Proposal shall be the laws of the
<br />Commonwealth of Virginia, but excluding its choice of law rules. Unless otherwise mutually agreed
<br />to In writing by both parties, CLIENT waives the right to remove any litigation action to any other
<br />jurisdiction. Both parties agree to waive any demand for a trial by jury.
<br />24A A party that believes the other has materially breached these Terms shall Issue a written cure
<br />notice Identifying Its alleged grounds for termination. Both parties shall promptly and In good faith
<br />attempt to identify a cure for the alleged breach or present facts showing the absence of such
<br />breach. If a cure can be agreed to or the matter otherwise resolved within thirty (30) calendar days
<br />from the date of the termination notice, the parties shall commit their understandings to writing
<br />and termination shall not occur.
<br />24.2 Either party may waive any right provided by these Terms In curing an actual or alleged breach;
<br />however, such waiver shall not affect future application of such provision or any other provision.
<br />2SA TERMINATION
<br />25.1 CLIENT or ECS may terminate this Agreement for breach, non-payment, or a failure to
<br />cooperate. In the event of termination, the effecting party shall so notify the other party in writing
<br />and termination shall become effective fourteen (14) calendar days after receipt of the termination
<br />notice.
<br />25.2 Irrespective of which party shall effect termination, or the cause therefore, ECS shall promptly
<br />render to CLIENT a final invoice and CLIENT shall immediately compensate ECS for Services
<br />rendered and costs incurred including those Services associated with termination Itself, including
<br />without limitation, demobilizing, modifying schedules, and reassigning personnel.
<br />26.0 TIME BAR TO LEGAL ACTION - Unless prohibited by law, and notwithstanding any Statute that
<br />may provide additional protection, CLIENT and ECS agree that a lawsuit by either party alleging a
<br />breach of this Agreement, violation of the Standard of Care, non-payment of invoices, or arising out
<br />of the Services provided hereunder, must be initiated in a court of competent jurisdiction no more
<br />than two (2) years from the time the party knew, or should have known, of the facts and conditions
<br />giving rise to its claim, and shall under no circumstances shall such lawsuit be initiated more than
<br />three (3) years from the date of substantial completion of ECS' Services.
<br />27.0 ASSIGNMENT - CLIENT and ECS respectively bind themselves, their successors, assigns, heirs,
<br />and legal representatives to the other party and the successors, assigns, heirs and legal
<br />representatives of such other party with respect to all covenants of these Terms. Neither CLIENT
<br />nor ECS shall assign these Terms, any rights thereunder, or any cause of action arising therefrom, in
<br />whole or in part, without the written consent of the other. Any purported assignment or transfer,
<br />except as permitted above, shall be deemed null, void and invalid, the purported assignee shall
<br />acquire no rights as a result of the purported assignment or transfer and the non -assigning party
<br />shall not recognize any such purported assignment or transfer.
<br />29.0 SEVE ABILITY - Any provision of these Terms later held to violate any law, statute, or
<br />regulation, shall be deemed void, and all remaining provisions shall continue in full force and effect.
<br />CLIENT and ECS shall endeavor to quickly replace a voided provision with a valid substitute that
<br />expresses the intent of the issues covered by the original provision.
<br />29.0 SURVIVAL - All obligations arising prior to the termination of the agreement represented by
<br />these Terms and all provisions allocating responsibility or liability between the CLIENT and ECS shall
<br />survive the substantial completion of Services and the termination of the Agreement.
<br />30.1 The titles used herein are for general reference only and are not part of the Terms.
<br />30.2 These Terms together with the Proposal, including all exhibits, appendixes, and other
<br />documents appended to it, constitute the entire agreement between CLIENT and ECS
<br />("Agreement"). CLIENT acknowledges that all prior understandings and negotiations are
<br />superseded by this Agreement.
<br />30.3 CLIENT and ECS agree that subsequent modifications to the Agreement shall not be binding
<br />unless made in writing and signed by authorized representatives of both parties.
<br />30.4 All preprinted terms and conditions on CLIENT'S purchase order, Work Authorization, or other
<br />service acknowledgement forms, are inapplicable and superseded by these Terms and Conditions
<br />of Service.
<br />30.5 CLIENTS execution of a Work Authorization, the submission of a start work authorization (oral
<br />or written) or Issuance of a purchase order constitutes CLIENTS acceptance of this Proposal and
<br />these Terms and their agreement to be fully bound to them. If CLIENT fails to provide ECS with a
<br />signed copy of these Terms or the attached Work Authorization, CLIENT agrees that by authorizing
<br />and accepting the services of ECS, it will be fully bound by these Terms as If they had been signed
<br />by CLIENT.
<br />Ver. 06/14/13
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