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The EI Group, Inc. x 800.717.3472 x www.ei1.com
<br />Standard Terms and Conditions
<br />The proposal submitted by The EI Group (“EI”), a North Carolina corporation, ("CONSULTANT") to the CLIENT is subject to the
<br />following terms and conditions. By accepting any of the services offered in this proposal, the CLIENT agrees to be bound by the
<br />following terms and conditions with respect to all work performed by EI or its subconsultants:
<br />1. Billing and Payment: CLIENT will pay CONSULTANT’S nominated billing agent for all of its services based on invoices
<br />submitted to CLIENT. CLIENT recognizes that timely payment is a material part of this Agreement. If CLIENT disputes any part of an
<br />invoice, CLIENT will notify CONSULTANT in writing of such dispute within thirty (30) days of the date of such invoice. If CLIENT
<br />fails to notify CONSULTANT as required above, CLIENT waives any and all claims, rights and defenses related to the work covered by
<br />such invoices.
<br />2. Standard of Care: CONSULTANT provides no express or implied warranties or guarantees of any kind. CONSULTANT
<br />only agrees that it will perform the Services in accordance with the standard of care and diligence normally practiced by consulting
<br />firms performing services of a similar nature in the same locale.
<br />3. Limitation of Liability: CLIENT agrees that CONSULTANT’s liability for any claims that may be asserted by CLIENT is
<br />limited to $25,000 or to the fee paid to CONSULTANT under this Agreement, whichever is greater. Both CLIENT and
<br />CONSULTANT hereby waive any right to pursue a claim for consequential damages, including any claims for lost profits against one
<br />another.
<br />4. Notification of Breach or Delay: CLIENT shall provide prompt written notice to CONSULTANT if CLIENT becomes aware
<br />of any fault, defect or delay in the CONSULTANT’s work or the work of any subcontractor or subconsultant, including any error,
<br />omission or inconsistency in such work or any alleged breach of contract by CONSULTANT. The failure of CLIENT to provide such
<br />written notice within five (5) business days from the time CLIENT became aware of, or should have become aware of, the fault, defect,
<br />error, omission, inconsistency or breach, shall constitute a waiver by CLIENT of any and all claims against CONSULTANT arising out
<br />of such fault, defect, delay, error, omission, inconsistency or breach.
<br />5. Project Site: Should CLIENT not be owner of the project site, then CLIENT agrees to notify the Owner(s) of the potential for
<br />unavoidable alteration of Owner’s property and to indemnify and defend CONSULTANT against any claims by the Owner or persons
<br />having possession of the site through the Owner which are related to such alteration or damage.
<br />6. Documents and Records: The CLIENT will furnish or cause to be furnished to the CONSULTANT such reports, data, studies,
<br />plans, specifications, documents and other information deemed necessary by the CONSULTANT for proper performance of the
<br />CONSULTANT's services. CONSULTANT assumes no responsibility or liability for the accuracy of such documents. Any use or
<br />reuse of the Records beyond the express purpose for which they were created without CONSULTANT’s written authorization will be at
<br />CLIENT’s sole risk, and CLIENT shall indemnify, defend and hold harmless CONSULTANT against any and all claims, lawsuits,
<br />damages, expenses, penalties, fines, costs or other liabilities arising out of or resulting from such use.
<br />7. Opinion of Cost: CONSULTANT cannot and does not guarantee the proposals, bids or actual costs will not vary significantly
<br />from opinions of probable cost prepared by it. If at any time CLIENT wishes greater assurances as to the amount of any cost, CLIENT
<br />shall employ an independent cost estimator to make such determination.
<br />8. Change Orders: CONSULTANT will treat as a change order any written or oral order (including directions, instructions,
<br />interpretations or determinations) from CLIENT which request changes in the Services. CONSULTANT will give CLIENT written
<br />notice within ten (10) days of the change order of any resulting increase in fee. Unless CLIENT objects in writing within five (5) days,
<br />the change order becomes a part of this Agreement.
<br />9. Third-Party Rights: This agreement is solely for the benefit of the parties hereto and nothing herein, express or implied, is
<br />intended to confer any right or remedy on any person other than CLIENT and CONSULTANT.
<br />10. Safety: CONSULTANT shall not be responsible for Site safety and shall have no right or obligation to direct or stop the work
<br />of CLIENT’s contractors, agents, or employees.
<br />11. Force Majeure: CONSULTANT shall not be responsible for any delays, damages, costs, expenses, liabilities or other
<br />problems that may arise as a result of a force majeure. A “force majeure” is defined as any event arising from causes beyond the
<br />reasonable control of CONSULTANT, including but not limited to fire, flood, unusual inclement weather, acts of God, civil strikes or
<br />labor disputes, riots, acts or failures of government.
<br />DocuSign Envelope ID: 22367E6B-5942-47DA-B321-4ACB7F6086D4
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