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292 Design Group
<br />March 2, 2012
<br />RSI Proposal #12-11065, "The Barn "Ice Arena, Ciry of Elk River
<br />Page 2
<br />3. Owner/Client agrees that the balance of all sums due under this Contract shall be immediately due and
<br />payable upon completion of services by Roof Spec, Inc., and Roof Spec, Inc. may charge the maximum legal
<br />rate of interest upon any sum due under this agreement which is not paid within 15 days of its due date.
<br />Owner/Client agrees to pay reasonable attorney fees and costs incurred in collecting overdue accounts.
<br />4. Owner/Client may make any changes or additions to the Scope of Services in this Contract without
<br />invalidating the Contract, as long as the changes aze agreed to by all parties and aze made in writing. When
<br />the Owner/Client makes changes or additions to the Scope of Services, the parties shall create a written
<br />Change Order that details the additional work and costs associated with the addition or change to the
<br />Contract. The Change Otder shall also specify the amount of time that shall be given to Roof Spec, Inc. to
<br />perform this additional or changed work. This Change Order shall be agreed upon, in writing, and signed by
<br />the parties before the work is started by Roof Spec, Inc.
<br />ARTICLE IV -Roof Spec, Inc.'s Duties and Representations
<br />1. Roof Spec, Inc. agrees to perform all work described in the Scope of Services.
<br />2. Roof Spec, Inc. represents that data as to roof surface conditions provided to Owner/Client in an Investigative
<br />Report or Roof Survey Report will be valid for 60 days only from the date of such report, unless otherwise
<br />stated or confirmed in writing.
<br />3. Roof Spec, Inc. makes no representation as to the structural adequacy of the building to support the roofing
<br />repairs or replacement recommended, except upon the basis of written opinion of an independent structural
<br />engineer, provided by Owner/Client.
<br />ARTICLE V - Indemnifcation
<br />Roof Spec, Inc. agrees to indemnify and hold the Owner/Client harmless from claims for damages, losses, and
<br />expenses azising out of or resulting from Roof Spec, Inc.'s performance of the work provided for in this Contract,
<br />provided that any such claim, damage, loss or expense (1) is attributable to body injury, sickness, disease or death
<br />or to injury to or destruction of tangible property including the loss of use thereof, and (2) is caused in whole or in
<br />part by any negligent act or omission of Roof Spec, Inc. anyone directly or indirectly employed by any of Roof
<br />Spec, Inc., or (3) is attributable to injuries sustained by any employee of Roof Spec, Inc. during the performance
<br />of work under this Contract, for any cause whatsoever.
<br />Roof Spec, Inc., however, is not liable to the Owner/Client for damages, losses, expenses, or claims which azise
<br />out of the Owner/Client's acts or omissions, negligent or otherwise. Roof Spec, Inc. is also not liable to the
<br />Owner/Client, or any other person or entity, for damages, losses, expenses, or claims which azise out of this
<br />Project and that aze caused by the acts or omissions, negligent or otherwise of parties not under the direct control
<br />of Roof Spec, Ina
<br />Owner/Client is responsible for indemnifying Roof Spec, Inc. from all damages and circumstances involving
<br />asbestos or asbestos containing materials ("ACM"), as specifically described in the attached "Indemnification and
<br />Waiver Relating to Asbestos".
<br />ARTICLE VI-Warranties and Disclaimers
<br />Roof Spec, Inc. will exercise reasonable skill and judgment in providing its consulting services. Roof Spec, Inc.
<br />will not be a guazantor of the Project to which its services aze directed, and its responsibility shall be limited to
<br />work specifically performed by Roof Spec, Inc. for the Owner/Client. Roof Spec, Inc. shall not be responsible for
<br />acts or omissions of the Owner/Client or contractors, subcontractors, or third parties not under the direct control
<br />of Roof Spec, Inc.
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