Contractor Letter of Intent

1. SCOPE OF WORK. Contractor shall furnish all labor, materials, equipment, tools, supervision, and incidental items necessary to complete the work described in this Agreement ("Work"), which consists of: Pre-construction services including permit application, subcontractor bidding, value engineering, and project scheduling. Full construction contract to follow upon permit issuance and final pricing. The engagement fee covers pre-construction costs and will be applied to the contract price if the project proceeds to construction.. 2. CONTRACT DOCUMENTS. The Work is governed by the following Contract Documents, listed in order of precedence in the event of conflict: (a) this Agreement and any executed Change Orders; (b) the Drawings identified in Exhibit A (Drawing List), consisting of Drawing Nos. Drawing Numbers, dated Drawing Date, as revised through Revision Drawing Revision Number/Letter; (c) the Project Specifications identified in Exhibit B, consisting of Division(s) Specification Divisions, dated Specification Date; (d) any other exhibits attached hereto. In the event of a conflict among the Contract Documents, the document of higher precedence controls. Figured dimensions on Drawings govern over scaled dimensions. Specifications govern over general notes on Drawings. 3. PRE-MOBILIZATION REVIEW. Before mobilizing, Contractor shall review all Contract Documents and visit the site. Contractor shall promptly notify Owner in writing of any errors, omissions, ambiguities, or conflicts discovered. Contractor who proceeds without giving such notice is not relieved of the obligation to perform in conformance with the Contract Documents, and assumes responsibility for any costs resulting from known or discoverable conflicts. 4. PERMIT OBLIGATIONS. {{#if contractor_pulls_permits}}Contractor shall apply for, obtain, and pay for all permits, inspections, and approvals required to complete the Work lawfully, and shall schedule all required inspections. Owner shall provide timely access, signatures, and documentation reasonably required to support permit applications.ElseOwner shall obtain and pay for the building permit. Contractor shall obtain and pay for all sub-trade permits (electrical, plumbing, mechanical) and shall schedule all required inspections.{{/if}} 5. ALLOWANCE ITEMS. The Contract Price includes the following Allowance Items listed in Exhibit C (Allowance Schedule): Allowance Items (reference to Exhibit C). Each Allowance Item represents an estimated amount only. Contractor shall notify Owner before an Allowance Item is expected to be exceeded. The actual cost of Allowance Items (including Contractor's overhead and profit at 10%) shall be used to adjust the Contract Price by Change Order when Owner's selections are finalized. Unused Allowance amounts are credited to Owner; costs exceeding Allowances are charged to Owner as Change Orders. 6. WORK NOT INCLUDED. Unless expressly stated above, the following are excluded from the Scope of Work: Excluded Work.

1. CONTRACT PRICE. Owner shall pay Contractor the fixed Contract Price of Contract Price ($) (the "Contract Price") for full and complete performance of the Work, subject to additions and deductions by signed Change Order. 2. DRAW SCHEDULE. The Contract Price shall be paid in draws as set forth in Exhibit B (Draw Schedule). Each draw is due and payable within 30 calendar days after Contractor submits a proper Application for Payment demonstrating that the Work corresponding to that draw milestone has been substantially completed. 3. APPLICATION FOR PAYMENT. Each Application for Payment shall: (a) identify the draw milestone; (b) state the amount requested; (c) include the Schedule of Values showing percentage complete for each line item; (d) certify that all subcontractors and material suppliers have been paid for all prior completed work; and (e) be accompanied by any lien waivers required by the Retainage clause. 4. RETAINAGE. Owner shall withhold 5% from each progress payment as retainage until Substantial Completion. Upon Substantial Completion, retainage shall be reduced to Final Retainage After Substantial Completion (%)% of the original Contract Price, with the balance released to Contractor within 30 calendar days. Final retainage is released with the Final Payment per Section 6. 5. DISPUTED AMOUNTS. If Owner disputes any portion of an Application for Payment, Owner shall pay the undisputed portion within the payment period and provide written notice of the disputed amount and the basis for the dispute within 10 calendar days of receipt of the Application. 6. FINAL PAYMENT. Final Payment of the remaining Contract Price balance (including withheld retainage) is due within 10 calendar days after all of the following conditions are satisfied: (a) Substantial Completion has been certified; (b) Contractor has submitted a final Application for Payment; (c) Contractor has delivered executed unconditional lien waivers from Contractor and all subcontractors and suppliers; (d) all punch-list items have been completed; and (e) Contractor has delivered all warranties, as-built drawings, and operation manuals required by the Contract Documents. 7. INTEREST ON LATE PAYMENTS. Payments not made when due bear interest at 18% per annum from the due date until paid, without prejudice to Contractor's other remedies.

Upon execution of this Agreement, Client shall pay Agency a non-refundable Engagement Fee of Engagement Fee Amount (USD) (the "Engagement Fee"). The Engagement Fee is earned by Agency in full upon receipt and constitutes compensation for the following specific consideration provided by Agency prior to and concurrent with receipt: (a) reserving and removing from the market the dedicated team capacity identified in Exhibit A for the duration of the Initial Term; (b) conducting the onboarding activities described in Exhibit E, including account audits, strategy development, access setup, and kickoff; and (c) foregoing other client engagements that would conflict with or diminish the quality of services provided to Client. The Engagement Fee is not a deposit held in trust, is not a retainer held for future application, and will not be credited against, deducted from, or otherwise offset against any monthly retainer invoice, unless expressly stated in the variant selected below. Client's obligation to pay the Engagement Fee arises at signing and is independent of whether Client ultimately commences or completes the engagement.

1. CONTRACT TIME. Contractor shall achieve Substantial Completion of the Work no later than Substantial Completion Date (the "Contract Completion Date"), subject to adjustment by signed Change Order or time extension granted under this clause. Time is of the essence. 2. TYPES OF DELAY. (a) "Excusable Delay" means delay caused by events beyond Contractor's reasonable control, including: fire, flood, earthquake, epidemic, acts of God, labor disputes not caused by Contractor, acts or omissions of Owner or Owner's other contractors, governmental action, or force majeure events as defined in the Force Majeure clause. Contractor shall receive a time extension (but no additional compensation) for Excusable Delay. (b) "Compensable Delay" means delay caused solely by Owner's act or omission, including Owner's failure to provide timely access, timely approvals, timely responses to RFIs, or Owner-furnished materials. Contractor shall receive both a time extension and compensation for its actual, documented additional costs for Compensable Delay. (c) "Inexcusable Delay" means delay caused by Contractor's own act, omission, or failure, including under-staffing, equipment failure, subcontractor default, or Contractor's failure to meet its own schedule. Contractor is not entitled to time extension or compensation for Inexcusable Delay. 3. LIQUIDATED DAMAGES. If Contractor fails to achieve Substantial Completion by the Contract Completion Date (as adjusted), Contractor shall pay Owner liquidated damages of Liquidated Damages Daily Rate ($) per calendar day of delay, from the Contract Completion Date until the date Substantial Completion is actually achieved. The parties agree that: (a) actual damages from late completion are difficult to calculate precisely; (b) the LD rate is a genuine pre-estimate of Owner's damages; and (c) the LD rate is not a penalty. Owner's right to liquidated damages is Owner's exclusive remedy for Contractor's delay in achieving Substantial Completion, unless Contractor's delay was caused by fraud, bad faith, or active interference. 4. TIME EXTENSION PROCEDURE. Contractor shall submit a written request for time extension within 14 calendar days of the onset of any Excusable or Compensable Delay. The request shall identify: (a) the cause of delay; (b) the anticipated duration; (c) the specific activities on the critical path affected; and (d) for Compensable Delay, the additional costs sought. Failure to submit a timely written request is a waiver of any time extension or compensation for that delay event. 5. CONCURRENT DELAY. Where delay is caused concurrently by Contractor and Owner, Contractor is entitled to a time extension for the period of concurrent delay but is not entitled to additional compensation during the period of concurrent delay. 6. NOTICE TO OWNER UPON DELAY DISCOVERY. Contractor shall notify Owner in writing within 5 calendar days of discovering any condition that may cause delay to the Substantial Completion Date, regardless of the cause.

Section [__]: Termination for Default, Convenience, and Suspension of Work [TD-1] Termination for Default — Owner's Right. (a) Events of Default. Any of the following shall constitute a Contractor Event of Default: (i) the Contractor refuses or fails to prosecute the Work, or any separable part thereof, with the diligence required to ensure completion within the Contract Time (as extended by approved Change Orders); (ii) the Contractor fails to pay subcontractors or suppliers as required by applicable law or this Contract, and such failure is not cured within ten (10) calendar days after the Owner's notice; (iii) the Contractor persistently disregards applicable laws, ordinances, rules, regulations, or orders of a public authority; (iv) the Contractor otherwise materially breaches the Contract and such breach remains uncured after the notice and cure period specified in Section [TD-1](b); (v) the Contractor becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed. (b) Notice and Cure. Before exercising its right to terminate for default under this Section, the Owner shall provide the Contractor with written notice identifying the Event of Default with reasonable specificity. The Contractor shall have 10 calendar days after delivery of such notice to cure the default, except that: (i) insolvency-related events under Section [TD-1](a)(v) require no cure period; and (ii) if the nature of the default is such that it cannot reasonably be cured within 10 days, the Contractor shall not be in default if it commences cure within 10 days and diligently pursues cure to completion within a reasonable time not to exceed thirty (30) additional calendar days. (c) Termination. Upon the Contractor's failure to cure within the applicable period, the Owner may, by written notice, terminate the Contractor's right to proceed with the Work in whole or, with respect to a separable portion, in part. (d) Owner's Remedies. Upon termination for default, the Owner may take over the Work and complete it by contract or otherwise. The Owner may take possession of and use any materials, equipment, tools, and construction equipment on the Project site owned by the Contractor that are necessary to complete the Work. The Contractor and its surety (if any) shall be liable for any excess cost to the Owner of completing the Work over the unpaid balance of the Contract Price at the time of termination. The Owner shall account to the Contractor for any savings realized if the cost of completion is less than the remaining unpaid Contract Price. (e) Default Deemed Converted to Convenience. If, after termination for default, it is determined by a court or arbitrator of competent jurisdiction that the Contractor was not in default, or that the default was excusable under Section [TD-3](d), the termination shall be deemed a Termination for Convenience under Section [TD-2], and the Contractor's recovery shall be calculated accordingly. [TD-2] Termination for Convenience — Owner's Right. (a) The Owner may terminate this Contract, in whole or in part, for the Owner's convenience and without cause at any time upon 30 calendar days' written notice to the Contractor. (b) Upon receipt of a notice of Termination for Convenience, the Contractor shall: (i) immediately stop Work to the extent specified in the notice; (ii) terminate all subcontracts and purchase orders related to the terminated Work, to the extent directed; (iii) preserve and protect all completed Work, materials, and equipment on site; and (iv) cooperate with the Owner in effecting an orderly transition of the Work. (c) Compensation Upon Termination for Convenience. In full satisfaction of all claims arising from a Termination for Convenience, the Owner shall pay the Contractor: (i) the Contract Price earned for Work satisfactorily performed and accepted prior to the effective date of termination, calculated on the basis of the Schedule of Values; (ii) direct costs reasonably incurred by the Contractor in demobilizing from the Project site, terminating subcontracts and purchase orders (limited to actual termination charges), and securing materials and equipment; and (iii) a termination fee of 10 percent (10%) of the Contract Price attributable to the terminated (unperformed) scope of Work, as set forth in the Schedule of Values. (d) No Lost Profits on Unperformed Work. Except for the termination fee in Section [TD-2](c)(iii), the Contractor shall not be entitled to anticipated profits, contribution to overhead, or consequential damages on Work not performed at the time of termination. (e) Contractor's Final Invoice. The Contractor shall submit a final invoice for termination costs within 5 calendar days of the effective date of termination. Claims not included in the final invoice are waived. [TD-3] Contractor's Right to Terminate for Non-Payment. (a) If the Owner fails to pay any undisputed amount due under this Contract within the time required by Section [__] (Payment Schedule), the Contractor may, after giving the Owner seven (7) calendar days' written notice, suspend all Work under this Contract until the overdue payment is received in full (including interest accrued at the rate specified in Section [__]). (b) If the Owner fails to pay the overdue undisputed amount within fourteen (14) calendar days after receipt of the Contractor's suspension notice, the Contractor may, upon an additional seven (7) calendar days' written notice (for a total of twenty-one (21) days from first notice), terminate this Contract for the Owner's failure to make payment. (c) Upon termination under this Section, the Contractor shall be entitled to: (i) payment for all Work performed and accepted to the effective date of termination, calculated on the Schedule of Values; (ii) reasonable, documented demobilization costs; (iii) lost profit on the terminated and unperformed scope of Work, calculated at the margin percentage set forth in the Contractor's bid or Schedule of Values; and (iv) interest on all overdue amounts at the rate specified in Section [__], or, if none, at the statutory prompt-payment rate applicable in the state where the Project is located. (d) Excusable Delay. The Contractor's obligation to complete Work within the Contract Time is excused for delays arising from causes beyond the Contractor's reasonable control, without fault or negligence of the Contractor, including but not limited to: acts of God, acts of a governmental authority, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. The Contractor shall notify the Owner in writing within ten (10) calendar days from the beginning of any such delay, identify the cause, and state the anticipated duration. Failure to provide timely notice shall not excuse the delay but may limit the Contractor's recovery for costs associated with the delay. [TD-4] Suspension of Work — Owner's Right. (a) The Owner may suspend the Work, in whole or in part, at any time by written notice to the Contractor (a "Suspension Notice"). The Suspension Notice shall identify the scope of suspended Work and the anticipated duration of the suspension. (b) Suspension Costs. If the Work is suspended for causes not attributable to the Contractor's fault or default, the Contract Price shall be equitably adjusted to compensate the Contractor for actual, reasonable, and documented costs directly caused by the suspension, including: (i) equipment standby or storage costs for equipment on-site at the time of suspension; (ii) extended supervisory and project management labor costs during the suspension; (iii) insurance and bond premiums allocable to the suspension period; (iv) reasonable demobilization and re-mobilization costs; and (v) documented material cost escalation for materials ordered before the suspension that must be re-ordered or re-priced after the suspension. (c) Constructive Termination. If any single suspension of Work exceeds ninety (90) calendar days in duration, the Contractor may, upon ten (10) calendar days' written notice to the Owner, elect to treat the continued suspension as a Termination for Convenience under Section [TD-2], and the Owner shall compensate the Contractor accordingly. This right does not apply to suspensions caused by the Contractor's fault or default. (d) Contract Time. An equitable extension of the Contract Time shall be granted for suspension periods under this Section.

Clause Number. SITE ACCESS AND RIGHT OF ENTRY Clause Number.1 Grant of Access. Owner grants Contractor, its employees, subcontractors, agents, suppliers, and equipment operators (collectively, "Contractor Parties") the right to enter and occupy the property located at Property Address (the "Site") during the Term solely for the purpose of performing the Work described in this Agreement. Clause Number.2 Access Hours. Contractor Parties may access the Site during the following hours without prior notice: Monday-Friday, 9:00 AM to 5:00 PM. Access outside these hours requires Owner's prior written or verbal consent, not to be unreasonably withheld. In the event of an emergency affecting the Site or the Work (including but not limited to water intrusion, structural instability, or hazardous conditions), Contractor may access the Site at any time and shall notify Owner as soon as reasonably practicable. Clause Number.3 Keys, Lockboxes, and Gate Codes. Owner shall provide Contractor the following access mechanisms within 5 business days of the Effective Date: Access Mechanism (keys, lockbox, gate code, etc.). Contractor shall maintain the confidentiality of all access codes and shall not duplicate keys or share access mechanisms with third parties other than Contractor Parties directly involved in performing the Work. Contractor shall return all keys, remotes, and access devices to Owner within 10 business days of Substantial Completion or earlier termination. Clause Number.4 Occupied Premises. If the Site is occupied by Owner or tenants during the Work: (a) Contractor shall provide Owner at least 24 hours' advance written notice (email acceptable) before accessing occupied interior spaces for inspections, measurements, or non-disruptive work; (b) Contractor shall minimize disruption to occupants' use of the premises and shall not unreasonably interfere with Owner's business operations or residential use; (c) Owner shall ensure that Contractor Parties have clear access to work areas and shall relocate furniture, personal property, and vehicles as reasonably necessary to allow Contractor to perform the Work; (d) Contractor is not responsible for loss or damage to Owner's personal property located in the work area unless caused by Contractor's gross negligence or willful misconduct. Clause Number.5 Utility Access. Owner shall ensure that Contractor has access to and use of the following utilities at the Site at no cost to Contractor: Available Utilities (electricity, water, etc.). If utilities are not available or are interrupted due to Owner's act or omission, Contractor may suspend Work and the schedule shall be extended day-for-day, or Contractor may arrange temporary utilities and add the documented cost to the Contract Price. Clause Number.6 Site Security. Contractor shall secure the Site and all access points at the end of each workday to the extent reasonably practicable. Contractor is not responsible for theft or vandalism by third parties unless Contractor failed to secure access points as required by this Section Clause Number.6 and such failure directly enabled the theft or vandalism. Clause Number.7 Owner's Right to Inspect. Owner and Owner's representatives (including lenders, inspectors, and architects) may enter the Site at any time during Access Hours to observe the Work, provided they do not unreasonably interfere with Contractor's operations. Owner shall provide Contractor reasonable advance notice of any third-party inspection and shall coordinate with Contractor to schedule inspections during times that minimize work disruption.

Contractor's License. The Contractor represents and warrants that it holds, and shall maintain in active, valid, and unrevoked status throughout the duration of this Contract, all contractor licenses, registrations, and certifications required by the laws of State where the Project is located (e.g., California, Texas, Florida) and any applicable local jurisdiction for the Work described herein. The Contractor's license number and classification are stated on the face page of this Contract. If Contractor operates in multiple trades, each trade requiring a separate license shall be listed on the face page or in an exhibit. Unlicensed Status — Consequences. If Contractor is found to have performed any portion of the Work while its license was expired, suspended, revoked, or otherwise invalid — whether or not such condition was known to Contractor — Contractor shall have no right to collect compensation for Work performed during the unlicensed period, and Owner may seek disgorgement of all amounts paid for Work performed during such period, to the fullest extent permitted by applicable law. In California, the parties acknowledge the requirements of Business and Professions Code § 7031, under which a contract with an unlicensed contractor is unenforceable and the owner may recover all compensation paid. Contractor shall promptly notify Owner in writing of any change in its license status. Permit Responsibility. Unless otherwise specified in the Contract Documents, the Contractor shall obtain, pay for, and maintain all permits, approvals, governmental fees, licenses, and inspections necessary for the proper execution and completion of the Work, including but not limited to: building permits, grading permits, demolition permits, encroachment permits, and all trade permits required for electrical, plumbing, mechanical, and fire-protection work. Permit fees are included in the Contract Price unless specifically identified as Owner's cost in the Project Schedule or a written Change Order. Scheduling Inspections. Contractor shall schedule all required code inspections with the applicable authority having jurisdiction (AHJ) and shall provide Owner with at least 2 business days' advance notice of each inspection. Contractor shall not cover or conceal any Work requiring an intermediate inspection until such inspection has been passed and documented. Contractor shall promptly remedy any deficiency identified by an inspector. Certificate of Occupancy (CO) / Certificate of Completion. Issuance of the final Certificate of Occupancy (or Certificate of Completion, as applicable) by the AHJ is a condition precedent to Contractor's right to submit an application for Final Payment. If the AHJ withholds or conditions the CO for reasons attributable to deficiencies in Contractor's Work, Contractor shall cure such deficiencies at its own cost. If the AHJ conditions the CO for reasons outside Contractor's scope of Work (including pre-existing conditions or Owner-directed omissions), Owner shall either direct a Change Order for the required work or accept responsibility for the delayed CO. Code Compliance Standard. All Work shall comply with the edition of the applicable building code (International Building Code, International Residential Code, or applicable state-adopted code) and all referenced standards in effect as of the date the building permit is issued. Contractor is not responsible for code changes adopted after permit issuance unless required by the AHJ as a condition of inspection or final approval, in which case the requirement constitutes a Change in Law and shall be addressed by Change Order.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

10.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 10.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 10.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 10.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.