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Faha.SPOHN
<br />__ Z RANCH
<br />S NA I PA I K S
<br />• Erosion and sediment control
<br />• Demolition, clearing and grubbing
<br />• Drain lines/swales outside of skatepark footprint
<br />• Paving outside of skatepark footprint
<br />• Joints for paving abutting concrete placed by Spohn
<br />• Parking lot improvements
<br />• Spectator seating area
<br />• Topsoil, landscaping, irrigation and site restoration
<br />• Balance of work not expressly described in Spohn's scope of work
<br />TERMS & CONDITIONS;
<br />DESIGN. BUILD. COME TOGETHER.
<br />The following terms are expressly part of this proposal and any subsequent agreement between Client and Spohn similarly shall incorporate these
<br />terms. In the event that no further contract is entered into, the terms set forth in the proposal shall constitute the entire agreement between the
<br />parties.
<br />• Acceptance of the work shall be commercially reasonable and expeditious
<br />• Failure to object to work within a reasonable time shall constitute deemed acceptance
<br />• Spohn shall have approval rights as to any initial project schedule, and all subsequent schedule changes
<br />• Spohn shall accept no risk of loss outside of its direct control
<br />• All discretion attributed to Client in any contract shall be subject to commercial reasonableness standard
<br />• Spohn shall not indemnify Client for losses not proximately and solely caused by Spohn
<br />• Spohn must approve any material increases in scope in writing including agreeing to an equitable adjustment of contract price and time
<br />changes in scope in writing
<br />• All modifications, waivers, alterations to be charged against Spohn must be written and signed by Spohn's authorized representative
<br />• Any increase in the price of raw materials anticipated to be used in Spohn's scope greater than ten percent (10%) occurring after execution of
<br />this proposal shall constitute a material changed condition necessitating an equitable adjustment to the contract price
<br />• The price contained in this proposal is valid for ninety (90) days and may be accepted by issuance of a notice to proceed or any similar
<br />instruction whereby Client indicates desire to commence project. The price is further conditioned upon Client's delivery of all items outside
<br />Spohn's scope of work upon which Spohn's work may be predicated.
<br />• Payment terms — 20% upon mobilization, 40% upon 50% completion of scope of work, 35% upon 100% completion of scope of work, 5%
<br />within 30 days of completion of scope of work
<br />• Any payments not made according to terms will be considered delinquent and interest will accrue at the rate of 1.5% per month
<br />• Spohn shall have the right to cure any alleged default within a reasonable time
<br />• Client acknowledges that Spohn is not party to any organized labor agreements. Client agrees that Spohn will not be responsible or liable for
<br />any issues, injuries or damages, relating to labor peace, strikes, picketing or otherwise, regardless as to cause. Client agrees that delays
<br />related to labor issues shall constitute a contractual delay and entitle Spohn to additional time to perform for the length of the delay, and
<br />compensation for any additional costs incurred. These terms are material conditions to Spohn's willingness to provide a proposal to Client.
<br />• In the event that other entities affect the site conditions adversely or impede the progress of the work, the Client shall be responsible for any
<br />additional costs
<br />• Any liability of Spohn which relates to the sale, manufacture, delivery, resale, installation or use of any goods sold by or furnished by Spohn,
<br />whether arising out of contract, negligence, strict tort, under any warranty or otherwise, shall be limited to Spohn's choice of the following:
<br />the repair of the goods; the replacement ofthe goods; the cancellation of the contract, return ofthe goods in question to Spohn, and Spohn's
<br />refund ofthe purchase price
<br />• In no event shall Spohn's liability exceed the price ofthe specific goods upon which the liability is based
<br />• In addition, Spohn shall not, under any circumstances, be responsible for special, consequential, or incidental damages such as, but not
<br />limited to, damage to or loss of other property; loss of profit, revenue or reputation; loss of capital; loss of purchased or replaced goods; or
<br />claims for delays, back charges, or loss of use
<br />• Spohn reserves the right to makes any corrections as necessary to typographic errors
<br />• In the event of any action, suit, arbitration, or other proceeding of any nature is brought in connection with the payment terms related to
<br />these Terms and Conditions, any related agreement, or Spohn's provision of goods, services, products, or to recover any of Spohn's property
<br />("Dispute"), the prevailing party shall be entitled to recover its reasonable attorney's fees, expert -witness fees, other litigation costs and fees
<br />(e.g., deposition costs, trial preparation costs, etc.), and other costs and expenses of suit, judgment or award Any Dispute including the
<br />determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before
<br />SPOHN RANCH, INC. I P 626-330-5803 1 F 626-330-5503 1 W SPOHNRANCH.COM
<br />E INFO@SPOHNRANCH.COM 1 6824 S CENTINELA AVE. LOS ANGELES, CA 90230
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