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ATTACHMENT A STANDARD TERMS AND CONDITIONS The Standard Terms and Conditions together vuth the attached Proposal for Professional Services constitute the entire Agreement between the CLIENT and SRF Consulting Group; Inc. ('SRF';I and supersede all pnor written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument 1 STANDARD OF CARE a. The standard of care for all professional services performed or furnished by SRF under this Agreement will be the care and skill ordinarily used by members of SRF's profession practicing under similar circumstances at the same t me and in the same locality. SRF makes no warranties, expressed or implied, under the Agbement or otherwise, in connection with SRF's service. b. The CLIENT shall be responsible for; and SRF may rely upon, the accuracy and completeness of all regrirements, orograms. instructions, reports; data; and other information firnrshed by CLIENT to SRF pursuant to this Agreement. SRF may use sucn requirements. reports: data; and information in performing or furnishing services under this Agreement 2 INDEPENDENT CONTRACTOR All duties and responsibilities undertaken pursuant to this .Agreement will be for the sole and exclusive benefit of the CLIENT and SRF and not for the benefit of any other parry. Nothing contained in this .Agreement shall create a contractual relationsh p with or a cause of action in favor of a third party against either the CLIENT or SRF. SRFs services under this Agreement are being performed solely for the C_IENT's benefit. and no other entity shall have any claims against SRF because of this Agreement or the performance or nonoerformance of services hereunder 3 PAYMENT TO SRF Invoices will be prepared in accordance with SRF's standard invoicing practices and will be submitted to the CLIENT by SRF monthly, unless otherwise agreed Invoices are due and payable within thirty-five (35) days of receipt. If the CLIENT fails to make any payment due SRF for services and expenses within forty-five (45) days after receipt of SRFs invoice thereafter, the amounts due SRF will be increased at the rate of 1-12% per month (or the maximum rate of interest permitted by law, if less). In addition, SRF may, after giving seven days Zen notice to the CLIENT, suspend services under this .Agreement until SRF has been paid in full of amounts due for services. expenses, and other related charges. 4. OPINION OF PROBABLE CONSTRUCTION COST Any opinions of costs prepared by SRF represent its judgment as a design professional and are furnished for the general guidance of the CLIENT. Since SRF has no control over the cost of labor, materials, market condition. or competitive bidding. SRF does not guarantee the accuracy of such cost opinions as compared to contractor or supplier bids or actual cost to the CLIENT. 5. INSURANCE SRF will maintain insurance coverage for'Adorke•s Compensation; General Liability, Automobde Liability and Profess onal Liability and will provide certificates insurance to the CLIENT upon request. o INDENINIFICATION AND ALLOC.ATICN OF RISK To the ful est extent permitted by law, SRF agrees to indemnify and hold harmless the CLIENT, their officers, directors and emp oyees against all damages, liabilities or costs (including reasonable attorneys' fees and defense costs) to the extent caused by SRF's negligent acts under this Agreement and that of its subconsu ltants or anyone for whom SRF is legally liable. 7. TERMINATION OF AGREEMENT Either party may at any time, upon seven days prior written notice to the other party, terminate this Agreement. Upon such termination, the CLIENT shall pay to SRF all amounts owing to SRF under this Agreement, for all work performed up to the effective date of termination 8 OWNERSHIP AND REUSE C,F DOCUMENTS All documents prepared or furnished by SRF pursuant to this Agreement are instruments of service, and SRF shall retain an ownership and property interest therein. Reuse of any such documents by the CLIENT shall be at CLIENT's sole risk; and the CLIENT agrees to indemnify, and hold SRF harmless from all claims, damages, and expenses including attomey's fees arising cut of such reuse of documents by the CLIENT or by others acting through the CLIENT. 9. FORCEKWEURE SRF shall not be liable for any loss or damage due to `ai ure or delay in rendenng any service called for under this Agreement resulting from any cause beyond SRF's reasonable control. Page I of 2 (Mridaro Terms ana Con0dions) Rer 3.2I2023