Engineering Ballot

ENGINEERING BALLOT AND SERVICES AGREEMENT

This Engineering Ballot and Services Agreement (the Agreement) is entered into by the parties identified below for the purpose of recording a formal engineering decision (the Ballot) and documenting the associated scope, payment, and contractual terms governing the engineering services to which the Ballot pertains.

Parties

WHEREAS

WHEREAS, Party A is the owner or controlling representative of the project identified as Project Name: and has authority to request engineering analysis and design decisions;

WHEREAS, Party B is retained to perform engineering services and to record a formal vote on the Ballot Issue titled: in accordance with the terms set forth herein;

WHEREAS, the parties desire to document the Scope of Work, Payment Terms, Term and Termination, confidentiality obligations, governing law and other contractual provisions that will govern the deliverables and the legal effect of the Ballot.

Ballot Details

Ballot ID:    Issue Date:    Close Date:

Ballot Description: Use the Scope of Work and the attached engineering documentation to evaluate the issue. Voting is limited to authorized representatives identified by each party. Quorum required: . Required approval threshold: .

Approve — Accept the design or recommendation as presented

Approve with Conditions — Approval contingent upon specified conditions detailed in Comments below

Reject — Do not accept the design or recommendation

Abstain — No vote due to conflict of interest or insufficient information

Scope of Work

The Engineer shall perform the services described below and all work shall conform to accepted industry standards and the professional care customary for such services.

Payment Terms

Compensation for the services described under this Agreement shall be as follows.

Term and Termination

This Agreement commences on the Commencement Date and continues until the End Date unless earlier terminated as provided below. The Ballot shall remain open for voting during the Ballot period identified in Ballot Details.

Commencement Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination does not relieve either party of liabilities accrued prior to termination, including fees for services performed and reimbursable expenses.

Confidentiality

Each party agrees to hold in strict confidence all technical and business information disclosed by the other party that is designated confidential or that by its nature should be reasonably understood to be confidential. Confidential information shall not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) is lawfully received from a third party without restriction, or (c) is independently developed without use of the other party’s confidential information.

Confidential information may be disclosed to employees, contractors, or consultants with a need to know provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement. Upon written request, confidential materials shall be returned or destroyed, subject to record retention requirements for professional services.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law.

Entire Agreement

This Agreement, including the Ballot Details and Scope of Work set forth above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and representations. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

Certification and Effect of Ballot

By signing below, the undersigned certifies that they are authorized to cast the vote indicated in this Ballot, that the information provided is true and correct to the best of their knowledge, and that the parties intend the Ballot result to be binding in accordance with the approval thresholds and quorum requirements stated in this document. If the Ballot is adopted as required, the parties will proceed in accordance with the approved decision and this Agreement’s terms.

Acknowledgement

Each party acknowledges that it has read and understands this Agreement, has had the opportunity to consult counsel, and agrees that the execution of this Agreement and submission of the Ballot will create enforceable obligations as of the date signed below.

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