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Terms and Conditions
<br />The Agreement (“Agreement”) entered into this the day of , (“Effective Date”), is subject to the following terms and
<br />conditions and, in signing the Agreement, (“CLIENT”) agrees and accepts the terms and conditions contained herein.
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<br />1. Payment:
<br />a) CLIENTS entering into a contract for completion of a single project or service “Single Project CLIENTS”) shall pay Foster
<br />Lake & Pond Management, Inc. (“FLPM”), for all services and materials contracted for by CLIENT (“Services”) in
<br />accordance with the invoice provided by FLPM upon FLPM’s completion of said Services. CLIENTS entering into
<br />annualized contracts for Services to be provided on an ongoing basis for a one-year term (“Annualized Contract
<br />CLIENTS”) shall receive a monthly invoice every thirty (30) days, or as otherwise agreed upon in writing between the
<br />parties, for Services to be provided during the annual Services term. All invoices, regardless of contract type, shall be
<br />due and payable in full upon presentation to the CLIENT, and shall be past due if payment is not received within thirty
<br />(30) days of delivery to CLIENT. Past due invoices are subject to a service charge of 1.5 percent per month (18 percent
<br />per annum) on the outstanding balance, to accrue from the date of invoice, and entitles FLPM to the rights described in
<br />section 1(b) herein.
<br />b) If the invoice is past due per the terms of Section 1(a), FLPM may, upon delivery of seven (7) days written notice to
<br />CLIENT, suspend the Services until all invoiced amounts are paid in full by CLIENT, including any interest accrued
<br />thereon. If the invoice remains unpaid after ninety (90) days from the invoice date, FLPM may initiate legal proceedings
<br />to collect the unpaid amount and accrued interest, plus other reasonable expen ses of collection, including attorney’s
<br />fees.
<br />2. Term of Agreement: This Agreement shall begin on the Effective Date and continue in full force and effect until payment of
<br />the final invoice by CLIENT or until terminated by either party pursuant to the terms of Section 21, herein (“Term”).
<br />3. Cost Revision: Cost revisions may be negotiated annually between the parties and made a part of this Agreement only by
<br />written amendment signed by FLPM and CLIENT.
<br />4. Representations of CLIENT: CLIENT warrants and covenants that sufficient funds are available or will be available upon
<br />receipt of FLPM’s invoice to make payment in full for the Services provided by FLPM.
<br />5. Representations of FLPM: FLPM represents that it is an independent contractor and is not an agent, partner, joint venture
<br />or employee of CLIENT.
<br />6. Ownership of Instruments of Service: All field data, reports, plans, specifications, notes and other similar documents,
<br />including all documents on electronic media, prepared by FLPM as an instrument of Service, shall remain the exclusive
<br />property of FLPM, and FLPM shall retain all common law, statutory and other rights, including copyright, thereto. In the event
<br />of termination of this Agreement and upon full payment of all outstanding invoices, FLPM shall make available to CLIENT
<br />copies of all plans, specifications, reports, computations and correspondence associated with the Services.
<br />7. Reuse of Documents: The Services, and any and all data, recommendations, proposals, reports, design criteria, or similar
<br />information provided by FLPM to CLIENT pursuant to the Agreement are provided for the exclusive use of CLIENT and are
<br />not to be used or relied upon in connection with other projects or by third parties without the express written consent of FLPM,
<br />and FLPM makes no representations or warranties as to their suitability or fitness for any purpose other than FLPM’s
<br />provision of the Services
<br />8. Confidentiality: Subject to any obligation FLPM may have under applicable laws or regulations, FLPM shall release
<br />information relating to the Services only to its employees and subcontractors in the course of performance of the Services or
<br />to CLIENT’S authorized representative(s) and to persons designated by CLIENT’S authorized representative(s) to receive
<br />such information throughout the Term of the Agreement.
<br />9. Assignment and Subcontracting: Nothing in this Agreement shall be construed as giving any rights or benefits under the
<br />Agreement to anyone other than the CLIENT and FLPM, and all duties and responsibilities undertaken pursuant to this
<br />Agreement shall be for the sole and exclusive benefit of and use by the CLIENT and FLPM, and not for the benefit of any
<br />other party. Neither the CLIENT nor FLPM shall assign, sublet or transfer any rights under or interests in this Agreement
<br />without the signed written consent of the other, which shall not be unreasonably withheld. However, nothing contained herein
<br />shall prevent or restrict FLPM from employing independent professionals and/or subcontractors, as FLPM may deem
<br />appropriate in its sole discretion, to assist in the performance of the Services.
<br />10. Project Site: In the event that CLIENT is not the legal owner of the site(s) where the Services shall be performed (“Site”),
<br />CLIENT shall notify the owner(s) of the Site(s) of (i) the dates during which the Services will be provided, and (ii) the risks to
<br />both body and property associated with the same. CLIENTS that do not own the Site warrant that they have the full right and
<br />authority to enter into this Agreement and direct work to be performed at the Site, and shall fully indemnify FLPM for all losses
<br />of any form which FLPM may suffer as a result of the provision of Services to CLIENT which are caused in full or in part by the
<br />negligence of CLIENT. The failure of CLIENT to properly notify Site owners of the Services and of this Agreement is agreed
<br />upon by the parties to conclusively constitute the CLIENT’s negligence.
<br />11. Access to Site: CLIENT is responsible for providing FLPM access to the Site to the extent necessary for FLPM to carry out
<br />the Services to be rendered under this Agreement.
<br />12. Period of Services: Unless otherwise provided in the Agreement, FLPM will begin work promptly upon the Effective Date
<br />and shall complete the Services within a reasonable length of time for Single Project CLIENTS or as agreed upon between
<br />the parties for Annualized Contract CLIENTS. If the Services are delayed or suspended in whole or in part by the CLIENT or
<br />by third parties not under FLPM’s control, the times for performance, if explicitly defined, shall be extended proportionately to
<br />the delay or suspension. In the event that such delay extends for such length of time that demobilization and remobilization
<br />become necessary, the compensation owed to FLPM under this Agreement shall be subject to renegotiation in FLPM’s sole
<br />DocuSign Envelope ID: 72623A35-4C10-483E-A3C1-179A9111793C
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