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7400 Shoreline Drive 1441 I<apiolani Boulevard Suite 6 Suite 1115 Stockton, California 95219 Honolulu, Hawaii 96814 Tel: 209-472-1822 GeoTech, Inc;. Tel: 808-468-9993 www.kanegeotech.com Geoenginecring Consultants www.kanegeotech.com PROFESSIONAL ENGINEERING SERVICES AGREEMENT THE AGREEMENT This AGREEMENT is made by and between: KANE GeoTech, Inc. hereinafter referred to as KANE GeoTech, and Siegfried Engineering, 3428 Brookside Road, Stockton, California 95219, hereinafter referred to as CLIENT. The AGREEMENT between the parties consists of these terms and the SCOPE OF WORK, and any exhibits or at- tachments noted in the SCOPE OF WORK. Together,these elements will constitute the entire AGREEMENT. This Agreement represents the entire and integrated agreement between the CLIENT and KANEGeoTech and supersedes all prior negotiations, representations, or agreements, either written or oral. Any representation made to induce the execution of this Agreement has been included in the Agreement or is no longer being relied upon. This Agreement may be amended only by written instrument signed by the CLIENT and KANE GeoTech. SCOPE OF WORK Rate Schedule and Work described in letter of September 27, 2019: Reclamation District 2074 Levee Monitoring Proposal Inclinometer Installation, Readings, and Reports, San Joaquin County, California. STANDARD OF CARE Services performed by KANE GeoTech under this AGREEMENT shall be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of the civil engineering profession practicing contemporaneously under similar conditions in the locality of the project. No other warranty, expressed or implied, is made in connection with the providing of these civil engineering services. BILLING AND PAYMENT CLIENT will pay KANE GeoTech for the services described in the SCOPE OF WORK. Additional work beyond the Scope will be billed according to our Rate Schedule which is included as part of this AGREEMENT. Invoices will be submitted monthly to CLIENT by KANE GeoTech, and will be due and payable upon presentation. If CLIENT objects to all or any portion of any invoice, CLIENT will so notify KANE GeoTech in writing within fourteen (14)calendar days of the invoice date,identify the cause of disagreement,and paywhen due that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written notification described above, the balance as stated on the invoice will be paid. Invoices are delinquent if payment has not been received within thirty(30)days from date of receipt by client. CLIENT will pay an additional charge of one-and-one-half(1.5)percent per month(or the maximum percentage allowed bylaw, whichever is lower)on any delinquent amount, excepting any portion of the invoiced amount in dispute and resolved in favor of CLIENT. Payment thereafter will first be applied to accrued interest and then to the principal unpaid amount. In the event CLIENT fails to pay KANE GeoTech within sixty(60)days after invoices are rendered, CLIENT agrees that KANE GeoTech will have the right to consider the failure to pay KANE_ GeoTech's invoice as a breach of this AGREEMENT. TERMINATION This AGREEMENT may be terminated by either party: 1. Seven (7)days after written notice in the event of any breach of any provision of this AGREEMENT OR 2. In the event of substantial failure of performance by the other party OR 3. If CLIENT suspends the work for more than three (3) months In the event of termination, KANE GeoTech will be paid for services performed prior to the date of termination plus reasonable termination expenses, including, but not limited to the cost of completing analyses, records, and reports necessary /to document job status at the time of termination. V Client Initial