Consulting Reserve Study Proposal

CONSULTING RESERVE STUDY PROPOSAL

This Consulting Reserve Study Proposal (the Proposal) is entered into as of Proposal Date: by and between Client Name: ("Client") and Consultant Name: ("Consultant").

RECITALS

WHEREAS, Client owns or manages the property identified as Project Name: , and requires a professional reserve study to establish a schedule and funding plan for capital components; and

WHEREAS, Consultant represents that it has the technical competence and experience to prepare reserve analyses, condition assessments and funding recommendations in accordance with standard industry methodologies; and

WHEREAS, the parties desire to set forth the scope, deliverables, compensation and terms under which the Consultant will perform the reserve study described in this Proposal.

SCOPE OF WORK

Consultant shall perform a reserve study for the Project that includes, at a minimum, the following tasks and deliverables. Specific methods, assumptions and exclusions shall be documented in the final report.

Inventory of capital components and useful life estimates
Condition assessment and remaining useful life
Reserve funding schedule (annual projection) including a 30-year cash flow projection
Recommended funding plan, contribution schedule and explanatory narrative

PAYMENT TERMS

The total fixed fee for performance of the Scope of Work shall be Amount: .

Client shall pay Consultant as follows: Deposit: upon execution; Progress payment(s): ; Final payment due on delivery of final report.

Any undisputed past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs. Late fee rate:

TERM AND TERMINATION

The term of this Proposal commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Proposal for convenience upon delivering written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Consultant shall be paid for services performed and reimbursable expenses incurred through the effective date of termination, together with any fees reasonably incurred in connection with winding down services.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform this Proposal. "Confidential Information" includes non-public financial, technical and operational information disclosed in connection with this Proposal but does not include information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the disclosing party's Confidential Information.

Consultant may disclose aggregated, non-identifiable data or general methodologies used in performing reserve studies so long as no Confidential Information of Client is revealed.

LIMITATION OF LIABILITY

Consultant's liability for any claim arising out of or related to this Proposal shall be limited to direct damages not to exceed the fees paid by Client to Consultant under this Proposal. In no event shall Consultant be liable for special, incidental, consequential or punitive damages, including loss of profits or business interruption, even if advised of the possibility of such damages, except as prohibited by applicable law.

GOVERNING LAW

This Proposal and any dispute arising under or related to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENTS

This Proposal constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and understandings, whether written or oral. Any amendment or modification to this Proposal must be made in writing and signed by duly authorized representatives of both parties.

INSURANCE AND INDEPENDENT CONTRACTOR

Consultant shall perform services as an independent contractor and shall maintain commercial general liability and professional liability insurance customary for firms performing similar services. Nothing in this Proposal creates an employment relationship or joint venture between the parties.

NOTICES

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, the parties acknowledge that they have read, understand and agree to the terms and conditions set forth in this Proposal and authorize Consultant to proceed in accordance with the Scope of Work and Payment Terms.

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