Additional Service Gravel

ADDITIONAL SERVICE AGREEMENT — GRAVEL

Agreement No.:     Effective Date:

Recitals

WHEREAS, Contractor and Client entered into a principal services agreement identified as Agreement No. dated (the "Primary Agreement");

WHEREAS, Client requires additional materials and site work consisting of the provision, delivery and placement of gravel, and Contractor has the skill, equipment and insurance to perform such additional work under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties agree that the Primary Agreement is amended as set forth in this Additional Service Agreement — Gravel (this "Addendum").

Scope of Work

Contractor shall supply, deliver and place gravel as described below at the Client site identified above. Work includes material procurement, delivery, spreading, grading and compaction as required to meet the specification in this Section. Contractor shall maintain all necessary equipment and perform work in a workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Contractor the Estimated Total Amount set forth above in accordance with the following payment schedule and terms. Invoicing, payment method, taxes and remedies for nonpayment are governed by this Section.

Invoices shall be rendered by Contractor upon completion of the milestones identified above. Amounts not paid when due shall accrue the specified late fee and Contractor may suspend further work until payment is made. Client is responsible for any applicable sales, use, or other taxes unless a valid exemption is provided in writing prior to invoicing.

Term and Termination

This Addendum becomes effective on the Effective Date set forth above and continues until the completion of the Work or the End Date set forth below, unless earlier terminated in accordance with this Section.

Either party may terminate this Addendum for material breach by the other party if the breaching party fails to cure such breach within ten (10) days after receipt of written notice specifying the breach. If terminated for any reason, Client shall pay Contractor for all work performed and materials purchased up to the effective date of termination, including any reasonable demobilization costs.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Addendum and shall not disclose such information to third parties except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's confidential information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to permit the disclosing party to seek a protective order.

Insurance and Indemnity

Contractor shall maintain commercial general liability insurance and automobile liability insurance appropriate to the Work and shall provide proof of insurance upon Client request. Contractor agrees to indemnify, defend and hold Client harmless from claims, damages, losses and expenses arising out of Contractor's performance of the Work to the extent caused by Contractor's negligent acts or omissions.

Governing Law

This Addendum and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Addendum, together with the Primary Agreement, constitutes the entire agreement between the parties with respect to the additional gravel services and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, related to such services. In the event of any conflict between the terms of this Addendum and the Primary Agreement, the terms of this Addendum shall govern as to the additional gravel services described herein.

Acknowledgment

The signatories below represent that they are authorized to execute this Addendum on behalf of their respective parties and that by signing they bind their respective parties to the terms and conditions set forth above.

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