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discretion. Notwithstanding the terms contained herein, CLIENT agrees and accepts that time is not of the essence in the
<br />completion of the Services pursuant to this Agreement.
<br />13. Unforeseen Occurrences or Conditions: If, during the performance of the Services, any unforeseen hazardous
<br />substance, material, element of constituent or other unforeseen conditions or occurrences are encountered which, in FLPM’s
<br />sole judgment, significantly affects or may affect the Services, the risk involved in providing the Services, or the
<br />recommended scope of Services, FLPM shall promptly notify CLIENT thereof. Subsequent to said notification, FLPM may, in
<br />its sole discretion: (i) if practicable and with written approval of CLIENT, complete the originally contracted for Services in
<br />accordance with the procedures originally intended in the Services proposal; (ii) enter a written agreement with CLIENT,
<br />signed by the parties, to modify the scope of Services, the procedures to be used for completion of the Services, and the cost
<br />of the Services to include study of the previously unforeseen conditions or occurrences; or (iii) terminate the Services
<br />effective on the date of delivery to CLIENT of notice of intent to the same, pursuant to the terms of Section 21 herein. This
<br />Agreement is also subject to renegotiation or termination by FLPM, in its sole discretion, due to concealed contingencies, to
<br />include but not be limited to leaks, debris, poor drainage situations, clogged drains, design flaws, and structural failures not
<br />reasonably apparent to FLPM, in its sole discretion and judgment, when estimating the labor and materials required for
<br />completion of the Services.
<br />14. Permitting: Unless otherwise agreed upon in writing by the partie s, FLPM is not responsible for any permitting required
<br />for performance of the Services, and CLIENT explicitly assumes responsibility for the same.
<br />15. Force Majeure: In the event that completion of any portion of the Services is delayed by causes beyond the control of
<br />FLPM, to include but not be limited to delays caused by strikes, riots, acts of God, fire, flood, shortages of labor or materials,
<br />war, governmental laws, regulations, or restrictions, the time for performance of the Services shall be extended for a period
<br />equal to the length of the delay, and if determined to be necessary by FLPM, in its sole discretion, the parties shall
<br />renegotiate the terms and conditions upon which Services will be continued. CLIENT agrees and accepts that, for purposes
<br />of the Agreement, acts of CLIENT’s contractors or agents which result in such delay shall constitute Force Majeure entitling
<br />FLPM to the rights contained herein.
<br />16. Standard of Care: FLPM shall perform the Services for CLIENT in a workmanlike manner, using a reasonable degree of
<br />care and skill consistent with industry standards.
<br />17. Disclaimer of Warranties: EXCEPT FOR WARRANTIES EXPLICITLY CONTAINED HEREIN, FLPM MAKES NO
<br />WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED BY LAW,
<br />COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
<br />18. Subsurface Utilities: Any and all subsurface utilities (including but not limited to water, sewer, cable, irrigation, power, and
<br />telephone lines) are to be located by the CLIENT prior to the first day on which FLPM shall provide Services at the Site,
<br />unless otherwise agreed upon in writing by the parties. CLIENT assumes all liability and responsibility for damage which may
<br />be incurred by CLIENT or third parties if the locations of utilities are not clearly and accurately marked and CLIENT shall
<br />indemnify and hold FLPM harmless for any liability it shall incur related to the same.
<br />19. Liability for Accidental Damage: CLIENT accepts and acknowledges that the movement of heavy equipment may cause
<br />damage to any and all concrete and/or asphalt surfaces located at the Site. FLPM shall exercise reasonable care in
<br />avoidance of such damage, and FLPM shall only repair such damage when, it FLPM’s sole discretion, it is the direct result of
<br />FLPM’S negligent performance of the Services.
<br />20. Limitation of Liability: The remedies set forth herein are the exclusive remedies available to the parties hereto, and the
<br />total liability of FLPM for any and all claims which may be brought against it arising out this Agreement or the Services shall
<br />not exceed the total sum of fees paid by CLIENT for the Services.
<br />21. Indemnifications. CLIENT shall indemnify and hold harmless FLPM and all of its personnel, from and against any and all
<br />claims, damages, losses and expenses (including reasonable attorney’s fees) to the extent they are caused by the negligent
<br />act, error, or omissions of the CLIENT. CLIENT agrees and accepts that CLIENT’s decision to have FLPM perform Services
<br />not in accordance with the Services recommended by FLPM, shall be conclusiv e evidence of the CLIENT’s negligence
<br />hereunder.
<br />22. Termination of Contract: This agreement may be terminated without cause by either party upon delivery of thirty (30)
<br />days’ written notice to the other of intent to terminate this Agreement. Thereafter, FLPM shall deliver to CLIENT a final
<br />invoice for Services on the last effective date of this Agreement. Should an Annualized Contract CLIENT terminate this
<br />Agreement pursuant to the terms contained herein, CLIENT shall nonetheless remain liable for all material costs as they
<br />have been calculated by FLPM, in its SOLE discretion for the Term of the Annualized Contract. Such amount shall be
<br />reflected on the final invoice delivered to CLIENT, and shall be due upon receipt.
<br />23. Severability: If any term or provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, such
<br />invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render
<br />unenforceable such term or provision in any other jurisdiction.
<br />24. No Waiver: No waiver by FLPM of any of the provisions of this Agreement is effective unless explicitly set forth in writing
<br />and signed by FLPM. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this
<br />Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or
<br />privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or
<br />privilege.
<br />25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors
<br />and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity
<br />any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
<br />DocuSign Envelope ID: 72623A35-4C10-483E-A3C1-179A9111793C
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