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270002-R1 Mr. Christopher Russo March 12. 2015 Page 7 General Agreement Terms and Conditions Fees/Expenses: Unless explicitly stated in the Scope of Services (Scope). fees reflect Coastal Systems' estimate based on available information.In many cases, all tasks necessary to complete the project are not known initially. Discoveries made during the project, a modified scope of services, or changing regulations and/or legal interpretations may require amendments to the Scope. which could affect final project costs. If such discoveries and/or amendments to the Scope are necessary.Coastal Systems will request authorization for the additional Scope from the Client.Expenses will be invoiced pursuant to the attached Rate Schedule. Payment Procedures: Invoices shall be submitted either upon completion of tasks or on a monthly basis. Invoides are due and payable within 30 days of receipt.Retainers/deposits shall be credited to the final invoice(s). Late Payments: Accounts unpaid thirty days after the invoice date will be subject to a monthly service charge of one and one-half percent per month(eighteen percent per annum)on the unpaid balance. If invoices are not paid within sixty days;Coastal Systems may. without waiving any claim or right against the Client and without liability whatsoever to the Client,terminate the performance of the services.In the event any portion or all of an account remains unpaid ninety days after billing,the Client shall pair all costs of collection. including reasonable attorney's fees. By executing this Agreement. the Client represents that he has the legal:rights and authority to engage Coastal Systems to perform the requested services and agrees that these services are covered under F.S.713.03.Non-payment of invoices for services may result in a lien being placed on the subject property. Limit of Liability: To the fullest extent permitted by law, the total liability, in the aggregate. of Design Professional and Design Professional's officers,directors.employees. agents.and consultants to Client and anyone claiming by,through or under Client,for any and all injuries,claims, losses,expenses,or damages whatsoever arising out of or in any way related to Design Professional's services. the Project or this Agreement. from any cause or causes whatsoever, including but not limited to. negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by Design Professional under this[Ageement,or the total amount of$50,000.whichever is greater. Indemnification:The Client shall indemnify and hold harmless Coastal Systems and all of its personnel and sub-consultants from and against any and all claims, damages. losses and expenses (including reasonable attorney's fees) arising out of or resulting from the performance of the services, provided that any such claim,damage, loss or expense is caused in whole or in pan by the negligent act omission,and/or strict liability of the Client,anyone directly or indirectly employed by the Client(except Coastal Systems).or anyone whose acts may be liable. Consequential Damages:Neither the Client nor Coastal Systems shall be liable to the other or shall make any claim for any incidental. indirect or consequential damages arising out of or connected in any way to the Project or this Agreement. This mutual waiver includes. but is not limited to.damages related to loss of use,loss of profits.loss of income,loss of reputation,unrealized savings or diminution of property value and shall apply to any cause of action including negligence,strict liability,breach of contract and breach of warranty. Termination of Senices/Assignment:Either party may at any time,upon seven(7)days written notice to the other party,terminate this Agreement. In the event of any termination,the Client will pay Coastal Systems for all services rendered and costs incurred through the effective date of termination.plus reasonable costs for administration of the termination.Neither party shall assign its rights,interests,or obligations under this Agreement without the written consent of the other party. Standard of Care/Certifications: The standard of care for all professional consulting services performed jr furnished by Coastal Systems under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality.Coastal Systems makes no warranties,express or implied,under this Aereement or otherwise,in connection with the services provided.Coastal Systems shall not be required to sign any documehs.no matter by whom requested.that would result in Coastal System's having to certify,guaranty.or warrant the existence of conditions that Coastal Systems cannot ascertain.Coastal Systems shall not,in connection with any such assignment by the Client,be required to execute any documents that in any way might.in the sole judgment of Coastal Systems,increase Coastal System's contractual or legal obligations or risks,or the availability or costs of its professional or general liability insurance. Issuance of Permits:Coastal Systems may provide services to process applications for various permits for the project.Coastal Systems does not guarantee a permit will be issued.The Standard of Care referenced above will be applied to permit processing.Once a permit is issued.Coastal Systems will provide the Client with the original permit. The Client is responsible for tracking permit expiration dates relative to the overall project schedule. Ownership of Documents: All documents produced by Coastal Systems under this Agreement shall be made available to the Client upon receipt of full payment for services rendered.Coastal Systems shall retain ownership of all notes and project files used to produce the work products and may make copies of all work products. The Client agrees to waive any and all claims against Coastal Systems and to defend,indemnify and hold Coastal Systems harmless from and against any and all claims,losses.liabilities and damages arising out of or resulting from the unauthorized use,reuse or alteration of Coastal Systems work product.including notes and project files.' Controlling law:This Agreement is to be governed by and interpreted according to the laws of the State of Florida.In the event legal action is taken to enforce any provision of this Ageement.the venue will be a court of competent jurisdiction in Miami-Dade Count. Florida www.coastalsystemsinI.com