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HUFFMAN & ASSOCIATES, INc. Wetland Regulatory Consultants 700 Larkspur Landing Circle, Suite 100, Larkspur, CA 94939 . (415) 925-2000 . Fax (415) 925-2006 Other offices located in Reno, Nevada PROPRIETARY AND CONFIDENTIAL GENERAL CONTRACT FOR SERVICES This contract is entered into between Huffman & Associates, Inc. and its client as indicated below on the date set forth below. 1. General Services Provided. Huffman and Associates, Inc. (H&A, Inc.) will compile the necessary documentation and coordinate with appropriate parties to provide the products/services as specifically described in the Scope of Work attached as Exhibit A. 2. Personnel. H&A, Inc. will rely upon various employees and consultants to work on your Project. A list of certain personnel who may be utilized on your Project is set forth in the attached Scope of Work. This list describes the individual's hourly rate and area of specialization. 3. Professional Fees and Costs. H&A, Inc. conducts its work on a time and materials basis. Professional fees will be charged as set forth in the Scope of Work, or as provided in other consultants' invoices presented to H&A, Inc. In addition to professional fees for performance of services, H&A, Inc. also charges for all necessary labor costs and expenses incurred as a result of its performance of services under this agreement, including photocopying, telephone, facsimile, travel, lodging and miscellaneous expenses. An administrative charge of 15% shall be added to all incidental expenses and subcontracted expenses. The Scope of Work attached provides an estimate of professional fees and costs on your Project. Because changes in government policies and procedures and regulatory requirements are unpredictable, the actual costs may exceed the estimates. The fees and costs billed by H&A, Inc. shall be determined by the actual work performed and expenses incurred; H&A, Inc. shall obtain written authorization for all work which exceeds the estimates contained in the Scope of Work. 4. Terms of Payment. H&A, Inc. will charge for the services performed pursuant to invoices submitted on a monthly basis. All invoices are payable immediately upon receipt. A carrying charge of 1 % per month shall be added to all amounts not paid within 30 days of the date of invoice. (a) In the event an invoice is not paid within 30 days of receipt, H&A, Inc. reserves the right to require a deposit. This deposit shall be paid immediately upon request by H&A, Inc. in addition to any outstanding fees due and shall be retained by H&A, Inc. through completion of its services on the Project. (b) In the event an invoice is not paid within 45 days, H&A, Inc. shall suspend all work on the Project until payment of fees and the deposit described above is made to H&A, Inc. You agree to hold H&A, Inc. harmless from all liability that may arise as a result of suspension of work due to your non-payment of fees. 5. Insurance. H&A, Inc. maintains complete workers' compensation in the amounts statutorily required by the States of California and Nevada, employer's liability in the amount of $1,000,000 per incident, general liability in the amount of $1,000,000 per occurrence for bodily injury, personal injury and property damage, errors and omissions liability in the amount of $1,000,000 per occurrence, and auto insurance in the amount of $1,000,000. H&A, Inc. will provide a copy of the cover sheet to all policies at your request. D:\FORMS\GENLCONT.NEW Revised 12/94