TERMS AND CONDITIONS OF WORK AUTHORIZATION

General. These Terms and Conditions, together with the Work Authorization to which they are attached and any other documents which are incorporated therein by reference, shall constitute the entire agreement between Alliance Contracting & Design, LLC (“Alliance”) and the signer of the Work Authorization (“Purchaser”). Hereinafter, these Terms and Conditions, the Work Authorization and any other documents which are incorporated therein by reference shall collectively be referred to as the “Agreement”.

Scope of Work. Alliance shall provide the Work described in the attached and incorporated Work Authorization according to the specifications set forth therein (the “Work”) for the monetary consideration set forth therein (the “Contract Price”).

Payment. Purchaser will pay Alliance a required deposit in the amount of Fifty percent (50%) of the Contract Price upon the signing of the Work Authorization. Final payment, constituting the entire unpaid balance of the Contract Price as adjusted by any subsequent Change Order (as defined hereinafter) shall be paid by Purchaser to Alliance immediately upon completion of the Work. If any payment is past due, Purchaser will be assessed a late payment fee of 1.5% per month. Any costs incidental to collection and attorney’s fees (if an attorney is retained for collection) shall be added to the unpaid balance of the Contract Price owed by Purchaser.

Additional Fees. All permits, taxes (sales, use, personal property or related charges), assessments, fees, deposits, bonds or any other charges by governmental agencies or utility companies shall be paid by Purchaser in addition to the Contract Price unless Alliance’s proposal specifically identifies same as Alliance’s responsibility and includes said items in the

Contract Price. Purchaser shall furnish and pay for all surveys, stake-outs, and plot plans necessary for the prosecution of the Work and shall be responsible for the accuracy thereof.

Changes. No changes in the Work shall be made except in a written change order signed by Purchaser and Alliance (defined herein as a “Change Order”). The Change Order shall specify a detailed description of the change and the cost or credit of the change. The Contract Price shall be adjusted to reflect any such changes. Regardless of any Change Order, the Work shall continue to be subject to these Terms and Conditions.

Materials. In the event that any of the materials described in the Work Authorization are not available at the time they are to be incorporated in the work, Alliance reserves the right to make substitutions provided the substitutions equal or exceed the quality of the materials described in the

Contract Documents. Commencement, Alliance will schedule the commencement of the Work based on Alliance’s job schedule on the date the Work Authorization is signed. Alliance will keep Purchaser informed of the status of the job schedule and will notify Purchaser of the commencement date.

Access. Purchaser shall obtain permission for Alliance to work on or over adjoining property if reasonably necessary to perform the Work, at no cost to Alliance. At the time Alliance ($1165859.DOCX.1)
commences the Work, Purchaser will provide Alliance with access and use of all areas where Work is to be performed. Purchaser shall provide reasonable means of ingress and egress to the construction site.

Indemnification. Purchaser agrees to indemnify, defend and hold Alliance harmless from and against any and all damages, losses, expenses, causes of action, and claims (including, without limitation, collection actions, claims for subrogation, reasonable attorney’s fees and/or costs of remediation or restoration) arising from or related to the performance of Work described in the Contract Documents unless solely due to Alliance’s own gross negligence.

Time Delays. Alliance shall not be responsible for delays in the prosecution or completion of work resulting from: the acts, neglect or default of Purchaser or persons employed by Purchaser; damage by fire, windstorm, act of God, vandalism, or casualty; strikes or labor controversies; shortage of any building materials; processes from courts. or other governmental authorities; or other circumstances beyond Alliance’s control.

Unforeseen Conditions. Purchaser assumes all risk and responsibility for unforeseen or concealed conditions which may be encountered. Should concealed, unusual, or unrecorded conditions be encountered in the performance of the Work, including but not limited to utility lines, excess water, or any unexpected or abnormal soil conditions, work will be stopped and conditions evaluated. Any additional labor or material attributable to unforeseen, unusual or concealed conditions shall be an extra charge to Purchaser and Alliance shall be excused from performance of work until Purchaser and Alliance mutually agree upon the amount to be charged for such additional labor or material.

Authority. Purchaser warrants and represents that it has full right and authority (i) to enter into this Agreement, and (ii) to authorize Alliance to perform the Work on the property.
Assignees. This Agreement may not be assigned by Purchaser except upon the express written consent of Alliance. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this

Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors, heirs, representatives, and permitted assigns.

Entire Agreement. This Agreement together with its incorporated attachments contains the entire agreement of the parties concerning the subject matter herein. All prior and simultaneous negotiations are merged into this Agreement. This Agreement may be modified only in a written document signed by the parties. In the event of any conflict between the terms of this Agreement and the terms of any prior of simultaneous document among the parties hereto, the terms of this Agreement shall control.