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KLEINFELDER
<br /> MASTER SERVICES AGREEMENT
<br /> This Master Services Agreement (Agreement) is made by and between Kleinfelder, Inc. (KLEINFELDER)with an address
<br /> at 2825 E. Myrtle Street, Stockton, CA 95205 and Mr. Larry Woltjer with an address at 15821 Secton Road, Escalon, CA
<br /> 95230(hereinafter referred to as CLIENT). This Agreement consists of the following documents, which are incorporated
<br /> herein by reference:
<br /> • KLEINFELDER's Proposal to CLIENT dated March 14, 2006
<br /> Any and all subsequent Work Orders (Exhibit 1)
<br /> • CLIENT's Agreement with OWNER dated (Prime Agreement) if applicable and any Amendments to the
<br /> Prime Agreement.
<br /> NOW,THEREFORE, in consideration of the mutual undertakings set forth below, the Parties agree as follows:
<br /> 1. WORK ORDERS AND SCOPE OF SERVICES: This Agreement anticipates the execution of various written Work
<br /> Orders (see Exhibit 1, Sample Work Order) and sets forth the terms and conditions pursuant to which KLEINFELDER will
<br /> provide CLIENT the services (Services) specified in KLEINFELDER's Proposal and in each Work Order. Each Work
<br /> Order shall define the scope of Services to be performed,the location of CLIENT's project for providing such Services, the
<br /> time period for performance,the agreed-upon fees, and additional provisions, if any, applicable to such Services.
<br /> 2. STANDARD OF CARE: KLEINFELDER will perform its Services in a manner consistent with that level of care and
<br /> skill ordinarily exercised by other members of KLEINFELDER's profession practicing in the same locality, under similar
<br /> conditions and at the date the services are provided. Due to limitations in current technology, no level of assessment
<br /> can conclusively determine whether a property or its structures are completely free of geotechnical hazards or
<br /> 6. hazardous substances (including mold). CLIENT is advised to carefully review any other pertinent limitations described
<br /> in the Proposal or in the scope of Services. If included in the Services, KLEINFELDER's Services during construction
<br /> will be limited to observation and testing of construction operations. KLEINFELDER will not be responsible for constant
<br /> or exhaustive inspection of the work, the means and methods of construction or the safety procedures employed by
<br /> others. Performance of construction observation services does not constitute a warranty or guarantee of any type,
<br /> since even with diligent observation, some construction defects, deficiencies, or omissions may occur. Parties agree
<br /> that, before exercising any other remedy for any alleged breach by KLEINFELDER of the standard of care hereunder,
<br /> CLIENT will direct KLEINFELDER in writing to re-perform any defective Services. KLEINFELDER will only sign
<br /> certifications if approved by KLEINFELDER in writing prior to start of Services. CLIENT understands that any such
<br /> certifications are statements of professional opinion only. KLEINFELDER makes no other representation, guarantee, or
<br /> warranty, express or implied, regarding the services, communication (oral or written), report, opinion, or instrument of
<br /> service provided under this Agreement.
<br /> �. 3. KLEINFELDER'S RESPONSIBILITIES: KLEINFELDER will perform the Services as an independent contractor and
<br /> shall not act as an agent or employee of CLIENT. KLEINFELDER shall be solely responsible for the conduct of its own
<br /> employees and for any of its employees'compensation, benefits, contributions, and payroll taxes. KLEINFELDER will, as
<br /> 4 directed by CLIENT or its agent (i) provide qualified staff to perform the Services specified in the Work Order; (ii) maintain
<br /> records of Project site activities and costs for a period of three (3)years from completion of KLEINFELDER's services; (iii)
<br /> work, to the extent reasonably possible, in coordination with CLIENT's employees, contractors, consultants and other site
<br /> staff so as not to impede the progress of the Project; and (iv) require its personnel to maintain a safe, clean and orderly
<br /> work environment.
<br /> 4. TERM AND TERMINATION: The term of this Agreement shall commence on the date of execution of this Agreement,
<br /> except as to Services authorized by CLIENT and performed by KLEINFELDER prior to execution of this Agreement, and
<br /> shall continue in effect for a period of two years or until terminated by either party as provided herein. Either party may
<br /> terminate this Agreement or any Work Order at any time, with or without cause, by providing not less than ten (10) days
<br /> advance written notice to the other party. Notwithstanding the termination of this Agreement, this Agreement will survive
<br /> as to any and all Work Orders signed by both Parties prior to the Agreement's effective termination date, and until all of the
<br /> rights and obligations of both Parties hereunder have been fulfilled. CLIENT shall compensate KLEINFELDER for all
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