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RESERVE
<br />V�FADVISORS
<br />RA and may be used for whatever purpose it sees fit. RA reserves the right to, and you acknowledge and agree that
<br />RA may, use any data provided by you in connection with the services, or gathered as a result of providing such
<br />services, including in connection with creating and issuing any Report, in a de -identified and aggregated form for RA's
<br />business purposes.
<br />Your Obligations - You agree to provide us access to the subject property for an inspection. You agree to
<br />provide RA all available, historical and budgetary information, the governing documents, and other information that we
<br />request and deem necessary to complete the Report. Additionally, you agree to provide historical replacement
<br />schedules, utility bills and historical energy usage files that RA requests and deems necessary to complete the energy
<br />benchmarking services, and you agree to provide any utility release(s) reasonably requested by RA permitting RA to
<br />obtain any such data and/or information from any utility representative or other third party. You agree to pay actual
<br />attorneys' fees and any other costs incurred to collect on any unpaid balance for RA's services.
<br />Use of Our Report and Your Name - Use of the Report is limited to only the purpose stated herein. You
<br />acknowledge that RA is the exclusive owner of all intellectual property rights in and relating to the Report. You hereby
<br />acknowledge that any use or reliance by you on the Report for any unauthorized purpose is at your own risk and that
<br />you will be liable for the consequences of any unauthorized use or distribution of the Report. Use or possession of the
<br />Report by any unauthorized third party is prohibited. The Report in whole or in part is not and cannot be used as a
<br />design specification for design engineering purposes or as an appraisal. You may show the Report in its entirety to the
<br />following third parties: members of your organization (including your directors, officers, tenants and prospective
<br />purchasers), your accountants, attorneys, financial institutions and property managers who need to review the
<br />information contained herein, and any other third party who has a right to inspect the Report under applicable law
<br />including, but not limited, to any government entity or agency, or any utility companies. Without the written consent of
<br />RA, you shall not disclose the Report to any other third party. By engaging our services, you agree that the Report
<br />contains intellectual property developed (and owned solely) by RA and agree that you will not reproduce or distribute
<br />the Report to any party that conducts reserve studies without the written consent of RA.
<br />RA will include (and you hereby agree that RA may include) your name in our client lists. RA reserves the right
<br />to use (and you hereby agree that RA may use) property information to obtain estimates of replacement costs, useful
<br />life of property elements or otherwise as RA, in its sole discretion, deems appropriate.
<br />Payment Terms, Due Dates and Interest Charges - If reserve study and energy benchmarking services are
<br />performed by RA, then the retainer payment is due upon execution of this agreement and prior to the inspection by RA,
<br />and any balance is due net 30 days from the Report shipment date. If only energy benchmarking services are performed
<br />by RA, then the retainer payment is due upon execution of this agreement and any balance is due net 30 days from
<br />the Report shipment date. In any case, any balance remaining 30 days after delivery of the Report shall accrue an
<br />interest charge of 1.5% per month. Unless this agreement is earlier terminated by RA in the event you breach or
<br />otherwise fail to comply with your obligations under this agreement, RA's obligations under this agreement shall
<br />commence on the date you execute and deliver this agreement and terminate on the date that is 6 months from the
<br />date of delivery of the Report by RA. Notwithstanding anything herein to the contrary, each provision that by its context
<br />and nature should survive the expiration or early termination of this agreement shall so survive, including, without
<br />limitation, any provisions with respect to payment, intellectual property rights, limitations of liability and governing law.
<br />We reserve the right to limit or decline refunds in our sole discretion. Refunds vary based on the applicable facts and
<br />circumstances.
<br />Miscellaneous — Neither party shall be liable for any failures or delays in performance due to fire, flood, strike
<br />or other labor difficulty, act of God, act of any governmental authority, riot, embargo, fuel or energy shortage, pandemic,
<br />wrecks or delays in transportation, or due to any other cause beyond such party's reasonable control; provided,
<br />however, that you shall not be relieved from your obligations to make any payment(s) to RA as and when due
<br />hereunder. In the event of a delay in performance due to any such cause, the time for completion or date of delivery
<br />will be extended by a period of time reasonably necessary to overcome the effect of such delay. You may not assign
<br />or otherwise transfer this agreement, in whole or in part, without the prior written consent of RA. RA may freely assign
<br />or otherwise transfer this agreement, in whole or in part, without your prior consent. This agreement shall be governed
<br />by the laws of the State of Wisconsin without regard to any principles of conflicts of law that would apply the laws of
<br />another jurisdiction. Any dispute with respect to this agreement shall be exclusively venued in Milwaukee County Circuit
<br />Court or in the United States District Court for the Eastern District of Wisconsin. Each party hereto agrees and hereby
<br />waives the right to a trial by jury in any action, proceeding or claim brought by or on behalf of the parties hereto with
<br />respect to any matter related to this agreement.
<br />Page 8.2 — Professional Service Conditions
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