The following Standard Terms and Conditions (“Standard Terms”) shall be read and construed as part of the contract for services (the “Service Contract”) between Cowan Group Engineering, LLC and/or its affiliates and subsidiaries (collectively the “Cowan Group”) and Client. For purposes of these Standard Terms, “Services” shall include without limitation professional engineering and/or professional land surveying service work, consulting, and the provision of related goods and materials (the “Work”) reasonably related to performance of the Services, whether or not described in one or more proposals, scope of services, memorandums, documents, plans, specifications, addenda, fee schedules, and purchase and work orders as approved by the Cowan Group which make up the Service Contract.

TERMS OF AGREEMENT: Acceptance by Client of any document which is part of the Service Contract or acceptance of the professional services and goods provided by the Cowan Group, shall be deemed to be acceptance of the Service Contract as a whole including these Standard Terms. Any attempt by Client to insert or include any different or additional terms not in conformity with the Service Contract shall be invalid. If conflict occurs between these Standard Terms and the other writings which make up the Service Contract, these Standard Terms shall prevail, unless specifically excepted by Cowan Group in a signed writing.  The Service Contract shall not be modified or altered by any subsequent course of performance between Client and Cowan Group, and these Standard Terms shall constitute an express waiver and variance from, amendment to, or modification of, any agreement submitted by Client to Cowan Group. In rendering any service or providing any product, Cowan’s relation to Client shall be that of an independent contractor.

1. PAYMENT: Payment for all Work is due within thirty (30) days after date of invoice unless otherwise agreed in writing by Cowan Group. Interest at eighteen percent (18%) per annum will be charged on all past due balances. Client shall be liable for all costs and expenses, including reasonable attorney’s fees and related costs, incurred by Cowan Group to collect any past due balance.

2. QUOTATIONS AND PROPOSALS: All quotations and proposals are made for prompt acceptance and any term quoted is subject to change without notice, unless specifically stated otherwise in the quotation or proposal. Prices quoted by Cowan Group and accepted by Client are subject to escalation as specified in Cowan Group’s quotation. All prices are exclusive of any federal, state, local, sales tax, use tax, or special tax imposed on the sale or use of the goods and services provided by Cowan.

3. CANCELLATION: Purchase and work orders once placed may only be canceled with Cowan Group’s written consent, and then only without financial loss to Cowan Group, including without limitation compensation to Cowan Group for all completed Work, Work in progress, and Work-related special materials, fabrication, assembly, engineering, general, and administrative expenses, subcontractor cancellation charges, and normal profits. No products associated with Cowan Group’s professional services may be returned for credit or adjustment without express written permission from Cowan Group.

4. MODIFICATIONS: Cowan Group reserves the right to change or modify the design and construction of any products or the procedures and methods for its Work and shall incur no obligation to furnish or install such changes or modifications on products previously or subsequently sold or to use such procedures or methods regarding services previously or subsequently provided.

5. WARRANTY AND STANDARD OF CARE: Cowan Group will strive to perform the Work in a manner consistent with that level of care and skill ordinarily exercised by members of Cowan Group’s profession practicing in the same locality under similar circumstances when the services are performed.

(A) Manufacturer’s Warranties.  Applicable manufacturers’ warranties, if any, shall pass through to Client to the extent permitted by law, and Cowan Group shall use reasonable efforts to assist Client in contacting the manufacturer to assert warranty claims. Cowan Group shall incur no other or further warranty obligations to Client, and nothing shall be construed as rendering Cowan Group as an agent of Client.

(B) Exclusive Warranty.  The express warranty set forth in this section is exclusive and no other warranties of any kind, whether statutory, oral, written, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, shall apply. Client’s sole remedy defects in the Work is in section 12, and Cowan Group’s sole obligation relating to defects in service, materials, or workmanship, whether based on warranty, contract, negligence, strict liability or otherwise, shall be those stated in this section.

(C) No Third-Party Benefits. Warranties under the Service Contract are not assignable, and non-contracting parties have no legal rights under the Service Contract.

6. WORK PRODUCT: Services provided under the Service Contract, including all drawings, field work, reports, information, recommendations, or opinions (“Services”) prepared or issued by Cowan Group, are for the exclusive use and benefit of Client or its agents in connection with the Work, are not intended to inform, guide, or otherwise influence any other entities or persons regarding any particular business transactions, and should not be relied upon by any entities or persons other than Client or its agents for any purpose other than the Work. Client will not distribute or convey Work reports to any other persons or entities without Cowan Group’s prior written consent, which shall include a release of Cowan Group from liability and indemnification by the third party. Cowan Group’s Work, field data, and other Work products are part of Cowan Group’s professional services, and generally do not constitute goods or products, and are copyrighted works of Cowan Group. However, such copyright is not intended to limit the Client’s use of its work product in connection with the Work.

7. CONSTRUCTION OBSERVATION: If included in the Work, Cowan Group’s Work during construction shall be limited to observation of construction operations. Cowan Group shall not be responsible for constant or exhaustive inspection of the work, the means and methods of construction, or the safety procedures employed by Client’s contractor. Performance of construction observation services does not constitute a warranty or guarantee of any type, since even with diligent observation, some construction defects, deficiencies, or omissions in the Client contractor’s work may occur. Client shall hold its contractor solely responsible for the quality and completion of the Project, including construction in accordance with the construction documents. Any duty is solely to benefit the Client and not for any third party, including the Client’s contractor or any subcontractor, Client, or its designees. Client shall notify Cowan Group at least twenty-four (24) hours before any observations required by the construction documents.

8. TIME OF PERFORMANCE: Promises of performance of services or delivery of products are given as accurately as conditions permit and every effort will be made to make deliveries and perform services as scheduled. Cowan Group assumes no liability for damages arising out of failure to perform services or deliver products as scheduled. If Client requires additional Work, inspection, or testing, it shall be charged to Client’s account and will be considered as extending the performance dates accordingly.

9. FAILURE TO DELIVER: Cowan Group shall not be liable for failure or delay in delivery of services or products due to acts of God, war, civil commotion, labor disputes and strikes, including those involving employees and agents of Cowan Group, fire, flood or other casualty, governmental action, priorities or regulations, lack of ability to obtain satisfactory raw materials, components, supplies, fuel, power or transportation, breakdown of equipment, supplier or sub-contractor delay or any other events or causes beyond Cowan Group’s control whether foreseeable or of similar or dissimilar nature than those enumerated, Cowan Group shall have such additional time within which to perform as may be reasonably necessary under the circumstances and may apportion its production and services among its clients in such manner as it may consider equitable.

10. TRANSPORTATION COSTS: Unless otherwise specified in Cowan Group’s invoice, Client shall pay all transportation charges for products of or sold by Cowan Group based on point of shipment or manufacture, insurance charges, and charges for stampings, bills of lading, or other documents.

11. RISK OF LOSS: Unless otherwise agreed by Cowan Group in writing, title, and risk of loss, injury, or destruction shall be passed to Client at the point of origin. Any loss, injury, or destruction of goods supplied by Cowan after passage of title to Client shall not release Client from its obligations under the Service Contract.

12. CLIENT INDEMNIFICATION OF COWAN GROUP: Client agrees to indemnify, defend, and hold Cowan Group harmless to the fullest extent allowable by law against all claims, demands, actions whether civil or administrative, liability, fines, penalties, and expense, including all attorney’s fees and costs, whether based on warranty, contract, negligence, strict liability or otherwise.

13. NONCONFORMING SERVICES, GOODS, AND/OR DISPUTED INVOICES: Client shall notify Cowan Group in writing of any alleged nonconformity of services, goods, and/or disputed invoices tendered by Cowan Group under the Service Contract within ten (10) days after receipt of the services, goods, and/or invoices. Such written notice shall provide a detailed explanation and description of the alleged nonconformity and/or dispute. If Cowan Group agrees with Client’s nonconformity in goods and/or services assessment(s), Cowan Group shall have the right, at its sole and exclusive option, to cure the improper tender or delivery by correcting the tender or substituting tender of conforming goods and/or services within a reasonable time after receipt of Client’s notice of nonconformity. Client shall grant Cowan Group’s reasonable requests for an extension of time to cure any improper tender. Cowan Group and Client will cooperate in good faith to resolve any such disputes regarding invoices within thirty (30) days after the dispute is submitted to Cowan Group. If such resolution of the dispute favors Client, Cowan Group shall credit Client for the disputed amount. If such resolution favors Cowan Group, payment is due within ten (10) business days after Client is notified of such resolution. Client’s failure to provide notice of nonconformity as above described shall be prima facie evidence of conformity of the goods, services, and invoices tendered by Cowan Group under the Service Contract.

14. CLIENT’S DUTY TO PRESERVE NONCONFORMING GOODS: Client shall protect and preserve all allegedly nonconforming goods and shall strictly follow the reasonable instructions of Cowan Group. Client shall incur only those expenses that are reasonable and necessary in fulfilling its obligation to protect and preserve all allegedly nonconforming goods.

15. COVENANT AGAINST SOLICITATION OF COWAN GROUP’S EMPLOYEES, SUPPLIERS, AND CLIENTS: Client, by agreeing and authorizing Cowan Group to perform the Work, further agrees not to, either on Client’s own account or for any person, firm, partnership, corporation, or other entity: (a) solicit, interfere with, or endeavor to cause any employee of Cowan Group to leave employment with Cowan Group, (b) induce or attempt to induce any Cowan Group employee to breach employee’s employment agreement with Cowan Group, (c) solicit, induce, or attempt to solicit or induce any past or current supplier or customer of Cowan Group to: (i) cease doing business in whole or in part with or through Cowan Group, or (ii) do business with any other person, firm, partnership, corporation, or other entity which performs services materially similar to or competitive with those provided by Cowan Group. This covenant against solicitation shall remain in full force and effect for twenty-four (24) months from that date Cowan Group last performs Work for the Client.

16. LIMITATION OF LIABILITY: The liability of Cowan Group, its agents, employees, subcontractors, and suppliers regarding all claims arising out of the performance or non-performance of Cowan Group’s obligations for the design, manufacture, sale, delivery, storage, installation and/or use of the products sold under the Service Contract, or the rendition of services, whether based on warranty, contract, negligence, strict liability or otherwise, shall not exceed, in the aggregate, the net purchase price (excluding taxes and freight) for such products or services, and shall in no event include damages for loss of profits or revenue; loss by business interruption; the increased expense of business operation; the increased cost of purchasing or providing equipment, materials, supplies or services; the cost of replacement power or capital; the claims of Client’s customers; inventory or use charges; or incidental or consequential damages of any nature.

17. CLIENT WARRANTIES: The Client represents and warrants: (a) Client is an entity, duly organized, validly existing, and in good standing under the laws of its origin (where applicable), with all requisite power to enter into and perform its obligations under the Service Contract, (b) neither Client’s equipment nor facilities will pose a hazard to Cowan Group’s equipment, facilities, the public, or Cowan Group’s personnel or contractors (c) Client’s use of Cowan Group’s Work will comply and conform with all federal, state, and local laws, administrative, and regulatory requirements and any other authorities having jurisdiction over the subject matter of the Service Contract and Client will apply for, obtaining, and maintaining all registrations and certifications which may be required by such authorities, and (d) Client will not resell all or a portion of the Work provided by Cowan Group under the Service Contract without the express consent of Cowan Group.

18. ASSIGNMENT: The Service Contract may not be assigned or transferred, whether by operation of law or otherwise by Client without the prior written consent of Cowan Group.

19. DISPUTE RESOLUTION: Cowan Group and Client agree that all disputes, controversies, or claims relating to the Service Contract and/or Cowan Group’s work rendered to, or expenses incurred for Client, including but not limited to the validity and enforceability of the Service Contract, and any issue relating to the arbitrability of the Service Contract, or any other issue or matter, shall be promptly resolved exclusively by binding arbitration, under the commercial rules of the American Arbitration Association, by a single, licensed attorney arbitrator, appointed under those rules at, and in Oklahoma County, Oklahoma, and which all costs, expenses, and fees of same, including but not limited to all attorney fees and statutory costs and non-statutory costs and expenses, shall be borne by the non-prevailing party. The laws of the State of Oklahoma shall govern the validity, construction, enforcement, and interpretation of the Service Contract without regard to conflicts of laws. This section shall not preclude Cowan Group from seeking provisional remedies in aid of arbitration from the district court of Oklahoma County, Oklahoma, which shall have jurisdiction and venue over Cowan Group and Client under the Service Contract. The Service Contract contains the entire agreement between the Cowan Group and Client regarding the matters described, and the fees charged, and expenses to be paid, and supersedes all prior oral or written statements.

20. RIGHT TO STOP WORK: If any payment is not made to Cowan Group as described in section 2 of these terms, Cowan Group may, upon five (5) calendar days’ notice to Client, suspend all Work until paid in full and may terminate the Service Contract. Cowan Group shall have the right to stop Work and keep its Work idle until all past due progress payments are received. Cowan Group is excused by Client from paying any material, equipment, and/or labor suppliers or any subcontractors (collectively called suppliers). If these same suppliers make demand upon Client for payment, Client may not make such payment on behalf of Cowan Group without Cowan Group approval at which time Cowan Group may access a late payment penalty by not reimbursing the Client the amount paid to the suppliers. The Client is responsible to verify the true amounts owed to Cowan Group and to these same suppliers before making payment. Cowan Group shall not be entitled, under any circumstances, to collect as reimbursement from contractor any amount greater than that exact amount actually owed by Cowan Group to the same suppliers for Work done on Client’s project.

21. OUTSIDE AGENCY CIRCUMSTANCES: Any changes required by an outside agency such as the government, EPA, inspection service or the like would be considered additional Work, which is to be charged to the Client’s account as an additional cost or fee.

22. STANDARDS OF PERFORMANCE: The standard of care for all professional engineering, land surveying and related services performed or furnished by Cowan Group under these terms will be the care and skill ordinarily used by members of the profession practicing under similar circumstances at the same time and in the same locality. Cowan Group may retain subconsultants as Cowan Group deems necessary to assist in the performance or furnishing of the Work, subject to reasonable, timely, and substantive objections by Client. Cowan Group and its subconsultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards.

23. CONSTRUCTOR CONTRACTS: Cowan Group shall not at any time supervise, direct, control, or have authority over any Constructor’s work, nor shall Cowan Group have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any Constructor, or the safety precautions and programs incident thereto, for security or safety at the site, nor for any failure of a Constructor to comply with Laws and Regulations applicable to that Constructor’s furnishing and performing of its work. Cowan Group shall not be responsible for the acts or omissions of any Constructor. Cowan Group neither guarantees the performance of any Constructor nor assumes responsibility for any Constructor’s failure to furnish and perform the Work under the construction contract documents. Cowan Group shall not be responsible for any decision made regarding the construction contract documents, or any application, interpretation, clarification, or modification of the construction contract documents, other than those made by Cowan Group or its subconsultants.

24. AMENDMENTS AND CHANGED CONDITIONS: If during performance of the Service Contract conditions or circumstances are discovered which were not contemplated by Cowan Group at the commencement of Service Contract, Cowan Group shall notify Client of the newly discovered conditions or circumstances, and Client and Cowan Group shall renegotiate, in good faith, the terms of the Service Contract. If amended terms cannot be agreed upon within thirty (30) days after notice, Cowan Group may terminate the Service Contract, Cowan Group shall be paid for its services through the date of termination. Should Client require any modification to the Work covered under the Service Contract, any cost incurred by Cowan Group shall be added to the Work price as extra Work, and Client agrees to pay Cowan Group its fees and costs for such extra Work. All extra Work as well as any other modifications to the original Service Contract shall be specified, approved, and signed, by both parties in a written amendment. All amendments shall become a part of and incorporated into the Service Contract.

25. ELECTRONIC COMMUNICATIONS AUTHORIZED: Cowan Group and Client agree to accept information, communications, and billing through electronic communications, including email, at the email address(s) provided to Cowan Group by Client. Client will be open and transparent with Cowan Group, keeping the Cowan Group abreast of new developments or changes that could affect the Client's personal or business operations. The Client agrees to comply with all laws relating to Cowan Group’s Work and to not discuss or disclose any dispute, disagreement, or litigated matter on social media or other electronic digital forums or other media without first attempting to resolve the issue with Cowan Group. The Cowan Group and Client agree to not disparage the other party and the other party’s attorneys, directors, managers, partners, employees, agents, and affiliates, in any manner likely to be harmful to them or their business, business reputation, or personal reputation.

26. ELECTRONIC MEDIA: Because data stored on electronic media can deteriorate undetected or be modified without Cowan Group’s knowledge, the Client accepts responsibility for the completeness or readability of the electronic media.

27. DELAY: Cowan Group shall not be held responsible for any damage occasioned by delays resulting from Work done by Client’s subcontractors, extra Work, acts of Client, or Clients agent including failure of Client to make timely progress payments or payments for extra Work, shortages of material and/or labor, bad weather, fire, strike, war, governmental regulations, or any other contingencies unforeseen by Cowan Group or beyond Cowan Group’s reasonable control.

28. DISPLAYING SIGNS: Client grants to Cowan Group the right but not the obligation to display signs and advertise at the job site for the time starting at the date of signing of this contract and continuing uninterrupted until fourteen (14) days past the date the job is completed and payment in full has been made.

29. HAZARDOUS SUBSTANCES: Client understands that Cowan Group is not qualified as a hazardous material handler or inspector or as a hazardous material abatement contractor. Cowan Group may at its sole discretion employ qualified handlers or inspectors to complete the Work, and Client shall be responsible for all associated costs.

30. SEVERABILITY: If any provision in the Service Contract is deemed illegal, unenforceable, or unconscionable, the remainder of the Service Contract shall not be affected.

31. WAIVER: Waiver of any right or provision of the Service Contract by Cowan Group shall not be construed as a waiver or bar of any such right or provision at any future time, unless expressly stated by Cowan Group in writing.

32. SIGNATURES: The parties to the Service Contract agree to accept each other’s electronic and telefax signatures as if they were originals.

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