SUBCONTRACTOR AGREEMENT THIS AGREEMENT MADE THIS DAY OF IN THE YEAR OF 2016 (In words, indicate day, month and year) BETWEEN DeWitt & Associates, Inc. 1256 South Barnes Springfield, Missouri 65804 AND: HEREINAFTER CALLED THE CONTRACTOR HEREINAFTER CALLED THE SUBCONTRACTOR to perform part of the Work on the following project. PROJECT: OWNER: ARCHITECT: CONTRACT AMOUNT: Dollars and No Cents ($.00) PER ARTICLE 5 of the agreement contained herein: A Builder s Risk insurance policy will be Owner Furnished or Contractor Furnished PER ARTICLE 6 of the agreement contained herein: A Performance Bond and Labor and Material Payment Bond WILL NOT be Subcontractor furnished WILL be Subcontractor Furnished or Cost Code Page 1 of 11
The Contractor employs the Subcontractor as an independent Contractor, to perform the following part of the Work that the Contractor has contracted with the Owner to provide on the project: SPECIFICATION SECTION(s): CONTRACT DOCUMENTS: SUPPLEMENTAL INFORMATION: Cost Code Page 2 of 11
TERMS AND CONDITIONS: ARTICLE 1 SCOPE OF WORK 1.1 The Subcontractor agrees to perform such part of the Work (hereinafter called "Subcontractor's Work") under the general direction of the Contractor and subject to the final approval of the Architect/Engineer or other specified representative of the Owner, in accordance with the Contract Documents. Subcontractor will furnish all of the labor and materials, along with competent supervision, shop drawings and samples, tools, equipment, scaffolding, and permits, which are necessary for such performance. The Subcontractor acknowledges that they have visited the jobsite itself and accepts it for purposes of its work as is. When a Specification Section Number is identified in the Scope of Work, set forth herein, it is agreed that this Agreement shall include all items listed or specified by that Section Number and all items normally furnished and/or installed by this Subcontractor. 1.2 The Subcontractor binds himself to the Contractor for the performance of Subcontractor's Work in the same manner as the Contractor is bound to the Owner for such performance under Contractor's contract with the Owner. The pertinent parts of such contract will be made available upon Subcontractor's request. The Subcontractor agrees to abide by all the terms of the Project Manual provisions. The Contract Documents shall, in addition to the above, include the Prime Contract, consisting of the Agreement between the Owner and General Contractor, and the other Contract Documents enumerated therein, including Conditions of the Contract (general, supplemental and other conditions), drawings, specifications and addenda issued prior to execution of this Agreement and modifications issued subsequent to the execution of this Agreement. These documents will be made available for review upon Subcontractor's request and Subcontractor acknowledges that it has had an opportunity to review these documents and that they are as fully a part of this Agreement as if attached to this Agreement or repeated herein. Subcontractor agrees to be bound to Contractor by the terms of this Subcontract Agreement and the Prime Contract referred to and identified herein; and to the extent that the provisions of the Prime Contract applies to the Work of Subcontractor hereunder, to assume all of the obligations, duties and responsibilities which Contractor, by the Prime Contract, assumes with Owner; and any other person, firm or corporation with whom Owner may contract, provided, however, to the extent that any provision of the Prime Contract is inconsistent with any provision of this Agreement, this Agreement shall govern. 1.3 Should questions arise with respect to the interpretation of the drawings and specifications, such questions shall be submitted to the Architect/ Engineer and his decision shall be final and binding. If there is not an Architect/Engineer for this project, the Contractor's decision shall be followed by the Subcontractor. ARTICLE 2 PAYMENTS 2.1 The Contractor agrees to pay to the Subcontractor for the satisfactory completion of Subcontractor's Work in accordance with an Application for Payment by Subcontractor and approved by the Contractor and Owner or his designated representative. Invoices must be submitted to the Contractor on or before the 25 th day of the month and MUST BE SUBMITTED ON A STANDARD SUBCONTRACTOR APPLICATION FOR PAYMENT FORM. Payments made on account of materials not incorporated in the Work, but delivered and suitably stored at the site, or at some other location agreed in writing, shall be in accordance with the terms and conditions of the Contract Documents. Subcontractor will provide monthly, completed lien waivers and supplier affidavit forms, in a form satisfactory to the Owner and Contractor. Payment of the approved portion of the Subcontractor's monthly estimate shall be conditioned upon receipt by the Contractor of payment from the Owner. Approval and payment of Subcontractor's monthly estimate is specifically agreed not to constitute or imply acceptance by the Contractor or Owner of any portion of the Subcontractor's Work. Cost Code Page 3 of 11
2.2 In the event the Subcontractor does not submit to the Contractor such monthly estimates by the 25th day of the month then the Contractor may at his option include in his monthly estimate to the Owner for Work performed during the preceding month such amount as he may deem proper for the Work of the Subcontractor for the preceding month and the Subcontractor agrees to accept such approved portion thereof in lieu of monthly payment based upon the Subcontractor's estimate. 2.3 In the event it appears to the Contractor that the labor, material and other bills incurred in the performance of Subcontractor's Work are not being currently paid, the Contractor may take such steps as he deems necessary to insure that the money paid with any progress payment will be utilized to pay such bills. 2.4 Final payment shall be paid to the Subcontractor upon approval by the Owner, Architect and the Contractor of the Subcontractor's Work and upon payment having been received by the Contractor for all of Subcontractor's Work and satisfactory evidence having been received by the Contractor that all labor, including customary fringe benefits, and all subcontractors and material men have been paid to date and are waiving their lien rights upon the final payment of a specific balance due. 2.5 The Contractor may deduct from any amounts due or to become due to the Subcontractor any sum or sums owed by the Subcontractor of any provision or obligation of this Subcontract or in the event of the assertion by other parties of any claim or lien against the Owner, the Contractor, Contractor's Surety, or the premises upon which the Work was performed, which claim or lien arises out of the Subcontractor's performance of this Agreement, the Contractor shall have the right, but is not required, to retain out of any payments due or to become due to the Subcontractor an amount sufficient to completely protect the Contractor from any and all loss, damage or expense therefrom, until the claim or lien has been adjusted by the Subcontractor to the satisfaction of the Contractor. This paragraph shall be applicable even though the Subcontractor has posted a full payment and performance bond. 2.6 If the Contract Documents provide for liquidated or other damages for delay beyond the completion date set forth in the Contract Documents and such damages are assessed, then Contractor may assess same against Subcontractor in proportion to Subcontractor's share of the responsibility for such delay. However, the amount of such assessment shall not exceed the amount assessed against Contractor. Nothing set forth herein shall limit Subcontractor's liability to Contractor for Contractor's actual delay damages caused by Subcontractor's delay. Subcontractor shall be liable to Contractor for Contractor's actual damages caused by Subcontractor's delay. 2.7 The Contractor has the right to deduct from any amounts due or to become due to Subcontractor any sum or sums owing by the Subcontractor to the Contractor, Suppliers, Laborers or Sub-Subcontractors for this or any other project involving Contractor and Subcontractor that Contractor deems necessary to completely protect Contractor from any loss, damage or expense caused or created by Subcontractor, or the assertion of any lien against the premises arising out of the Subcontractor s performance and to make payments directly to Contractor, Supplier or Laborers to satisfy such obligation. ARTICLE 3 - PROSECUTION OF THE WORK 3.1 The parties to this Agreement agree that time is of the essence and the entire project shall be completed in accordance with the Contract Documents. Subcontractor shall commence its Work within 72 hours of either verbal or written notice from Contractor to proceed. Subcontractor shall provide Contractor with a proposed schedule for Subcontractor's Work in a form satisfactory to Contractor. Contractor shall prepare a construction schedule, coordinating Work of all subcontractors. Contractor may revise such construction schedule as the Work progresses. Subcontractor agrees to make no claim for acceleration or delay by reason of such revisions. Subcontractor shall prosecute its Work in a prompt and diligent manner in accordance with the construction schedule without hindering the Work of Contractor or any other Subcontractor. In the event Subcontractor fails to maintain his part of the construction schedule, in the opinion of the General Contractor, he shall, without additional compensation take some or all of the following actions: Cost Code Page 4 of 11
1. Increase construction manpower in such quantities as will substantially eliminate the backlog of Work and put the Project back on schedule. 2. Increase the number of working hours per shift, shifts per working day, work days per week, or the amount of construction equipment, or any combination of the foregoing which will substantially eliminate the backlog of Work and put the Project back on schedule. 3. Reschedule activities to achieve maximum practical concurrence of accomplishment of activities and put the Project back on schedule. If a Subcontractor fails to take any of the above actions within forty-eight hours after receiving written notice, the Owner and the Contractor shall take action to attempt to put the Project back on schedule, and deduct the cost of such actions from the moneys due or thereafter to become due the Subcontractor. 3.2 Work of others damaged by Subcontractor shall be corrected to the satisfaction of and without cost to Contractor and Owner. Subcontractor shall correct such damage or shall pay for the correction of such damage. 3.3 Subcontractor shall in the performance of its Work, submit and provide, including without limitation thereto, shop drawings, samples, tests, field dimensions, determination of labor requirements and materials as required to meet the construction schedule. All submittals (shop drawings, samples, cut sheets, etc...) as required by the Contract Documents, are due in Contractor's office no later than three (3) weeks from the date of this Agreement including any lead time. Failure to comply with the three (3) week limitation required in the submittal may impose liability for job delays. Substitutions shall not be made in Subcontractor's Work unless permitted by the Contract Documents. Subcontractor must obtain all approvals required by the Contract Documents for substitutions. Subcontractor shall indemnify Contractor when substitutions are used. Subcontractor represents that it has determined and verified all materials, field measurements, and field construction criteria related thereto, and that it has checked and coordinated the information contained within such submittals with the requirements of Subcontractor Work and the Contract Documents. 3.4 Subcontractor, its agents, servants and employees, shall use the site entrances, staging and parking areas designated by Contractor. 3.5 Subcontractor shall keep the building and premises clean of debris in the performance of Subcontractor's Work. Subcontractor shall be responsible for disposing of all debris into a designated container or space. If Subcontractor fails to comply with this paragraph within 24 hours of receipt of notice of non-compliance from Contractor, Contractor may perform such necessary clean-up and deduct the cost from any amounts due the Subcontractor. 3.6 Subcontractor shall secure and pay for all necessary licenses and permits to perform Subcontractor's Work. Subcontractor shall give adequate notice during performance of its Work to permit inspections and approvals necessary to complete its Work according to Laws and Contract Documents and without delay to the prosecution of Work. 3.7 Subcontractor shall comply with all Federal, State and local laws, Social Security Laws and Unemployment Compensation Laws, Worker's Compensation Laws and Safety Laws insofar as applicable to the performance of this Agreement. Subcontractor shall pay all taxes applicable to the performance of Subcontractor's Work. 3.8 Subcontractor has a valid license authorizing him to do business within the political unit or municipality of the project site and agrees to maintain same throughout the duration of the Subcontract Work at his expense. 3.9 Subcontractor will not assign this Agreement nor subcontract the whole or any part of the Work to be performed hereunder without the prior written consent of Contractor. Cost Code Page 5 of 11
3.10 Contractor shall establish the principal reference lines on the project from which all layout Work is performed. Subcontractor shall provide its own layout measurements in performing its Work hereunder. Subcontractor shall correct any layout Work performed or shall pay for correction of any layout Work performed hereunder and for any damages resulting there from. Subcontractor shall perform its Work so that the actual final conditions and details shall result in alignment of finish surfaces. 3.11 Subcontractor shall maintain one record copy of the drawings, specifications, product data, samples, shop drawings, Change Orders and other modifications in good order and marked currently to record changes made during construction. They shall be delivered to and become the property of Contractor upon completion of the Subcontract Work or termination under Article 10 of this Agreement. 3.12 Subcontractor shall maintain a written Safety Program for compliance with all State, Federal and Local laws and OSHA Guidelines and submit a copy of their written program to the Contractor prior to commencing Work. Subcontractor shall also familiarize themselves with Contractor s Safety Program and comply with all directives and instructions given by the Contractor as they apply to overall site safety. Subcontractor shall appoint a jobsite safety officer (presumed to be their foreman or superintendent) for communication with others on the Project. The Subcontractor s safety officer shall immediately notify the Contractor of any accidents or injuries that occur on this site. ARTICLE 4 CHANGES IN THE WORK 4.1 The Contractor and Subcontractor agree that the Contractor may add to or deduct from the amount of Work covered by this Agreement, and any changes so made in the amount of Work involved or any other parts of this Agreement, shall be by a written amendment hereto setting forth in detail the changes involved and the value thereof which shall be mutually agreed upon between the Contractor and Subcontractor. The Subcontractor agrees to proceed with the Work as changed when so ordered in writing by the Contractor so as not to delay the progress of the Work, and pending any determination of the value thereof unless Contractor first requests a proposal of cost before the change is affected. If the Contractor requests a proposal of cost for a change, the Subcontractor shall promptly comply with such request. 4.2 The Subcontractor agrees that no claim for additional services rendered or materials furnished by the Subcontractor to the Contractor shall be valid unless notice is given to the Contractor prior to the furnishing of the services or materials or unless written notice of the claim therefore is given by the Subcontractor to the Contractor not later than the last day of the calendar month following that in which the claim originated, with the amount of the claim to be given in writing by the Subcontractor as soon as practicable. 4.3 The Subcontractor will make all claims for extra compensation and for extension of time to the Contractor promptly in accordance with this Article and consistent with the Contract Documents. ARTICLE 5 - INSURANCE AND INDEMNITY 5.1 Prior to starting Work, Subcontractor shall procure and maintain in force, Worker's Compensation Insurance, Employer's Liability Insurance, Commercial General Liability Insurance and Automobile Liability Insurance and such other Hazard Coverage Insurance to the extent required by the Contract Documents for Subcontractor's Work. The Certificates of Insurance required by Paragraph 5.4 below shall evidence that the Owner and the Contractor, and when required by the Specifications, the Architect, are Primary Additional Insured and non-contributory on policies of insurance provided by the Subcontractor which are applicable to the Work of this Subcontract. The above requirements shall apply to any and all sub-subcontractors performing work under the scope of this Subcontract. Cost Code Page 6 of 11
5.2 The Subcontractor's Commercial General and Automobile Liability Insurance, as required by Paragraph 5.1 shall be written for not less than limits of liability as follows or AS REQUIRED IN THE SPECIFICATIONS, WHICH EVER OF THE TWO ARE GREATER: Limits of Liability in Thousands (000) Occurrence Aggregate Per Project A. WORKERS' COMPENSATION $1,000 EMPLOYERS' LIABILITY B. COMMERCIAL GENERAL LIABILITY To Include: Contractual Premises-Operations Broad Form Property Damage Independent Contractors Explosion, Collapse & Underground Hazard Personal Injury Products/Completed-Operations Hazard C. AUTOMOBILE LIABILITY X Comprehensive Form Owned Hired Non-Owned $1,000 per person (by disease) Bodily Injury and Property Damage Bodily Injury Property Damage $1,000 (each accident) $1,000 (aggregate by disease) $1,000 $2,000 $1,000 D. OTHER Umbrella $1,000 Per Occurrence 5.3 Commercial General Liability Insurance may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by an Excess or Umbrella Liability policy. The General Aggregate coverage required is to be provided on a per project basis and not as a total per policy basis. 5.4 The foregoing policies shall contain a provision that coverages afforded under the policies will not be canceled or not renewed until at least thirty (30) days prior written notice has been given to the Contractor. Certificates of Insurance acceptable to the Contractor shall be filed with the Contractor prior to the commencement of Work. 5.5 The Contractor and Subcontractor waive all rights against (1) each other and any of their Subcontractors, Sub-Subcontractors, agents or employees, each of the other, and (2) the Owner, the Architect, the Architect s consultants, separate contractors, and any of their subcontractors, sub-subcontractors, agents and employees for damages caused by fire or other perils to the extent covered by the property insurance provided under the Prime Contract or other property insurance applicable to the Work, except such rights as they may have to Cost Code Page 7 of 11
proceeds of such insurance held by the Owner as fiduciary. The Subcontractor shall require of the Subcontractor s Sub-subcontractors, agents and employees, by appropriate agreements, written where legally required for validity, similar waivers in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 5.6 To the fullest extent permitted by law, the Subcontractor agrees to indemnify and hold harmless the Contractor, the Owner, the Architect/Engineer and all of their agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance, or failure in performance, of the Subcontractor's Work under this Subcontract, provided that any such claim, damage, loss or expense is (1) attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission of the Subcontractor or anyone directly or indirectly employed by him or anyone for whose acts he may be liable regardless of whether it is caused in part by a party indemnified hereunder. Such obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity that would otherwise exist as to any party or person described in this Paragraph 5.6. The Subcontractor further agrees to indemnify and hold harmless the Contractor from and against all violations of law, EEO or OSHA fines and patent infringements caused in whole or in part by any negligent act or omission of the Subcontractor or anyone directly or indirectly employed by him or anyone for whose acts he may be liable. Upon execution of this Agreement, DeWitt & Associates reserves the right to review all Subcontractor payroll records for this specific project. Such review shall occur within 48 hours of a written or verbal request for access to these records. This requirement shall be solely for the purpose of verifying compliance with prevailing wage laws as required by the contract documents for this project. The above indemnification requirements shall apply to any and all sub-subcontractors performing work under the scope of this Subcontract. ARTICLE 6 - PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND 6.1 A Performance Bond and a Labor and Material Payment Bond in the full amount of this Agreement may be required as indicated on page 1 of this agreement. This obligation shall continue throughout the Agreement and may be required at any time during the performance of Subcontractor's Work by a change in the Work under Article 4. ARTICLE 7 - WARRANTY 7.1 The Subcontractor agrees to promptly make good without cost to the Owner or Contractor any and all defects due to faulty workmanship and/or materials which may appear within the guarantee or warranty period so established in the Contract Documents, and if no such period be stipulated in the Contract Documents, then such guarantee shall be for a period of one year from date of completion and acceptance of the project by the Owner. The Subcontractor further agrees to execute any special guarantees as provided by the terms of the Contract Documents, prior to final payment. ARTICLE 8 - CONTRACTOR'S OBLIGATION 8.1 The Contractor agrees to be bound by the Subcontractor by all the obligations that the Owner assumes to the Contractor under the Contract Documents and by all provisions thereof affording remedies and redress to the Owner insofar as is applicable to this Agreement. Cost Code Page 8 of 11
8.2 The Contractor shall not issue or give instructions, orders or directions directly to employees or workmen of the Subcontractor other than to the persons designated as the authorized representative(s) of the Subcontractor. 8.3 The Contractor agrees that no claim for services rendered or materials furnished by the Contractor to the Subcontractor shall be valid unless notice is given to the Subcontractor prior to furnishing of the services or materials or unless written notice of the claim therefore is given by the Contractor to the Subcontractor not later than the last day of the calendar month following that in which the claim originated, with the amount of the claim to be given in writing by the Contractor as soon as practicable. ARTICLE 9 TERMINATION 9.1 If the Subcontractor at any time shall refuse or neglect to supply sufficient properly skilled workmen, materials or equipment of the proper quality or quantity or fail in any respect to prosecute Subcontractor's Work with promptness and diligence, or cause by any action or omission the stoppage or interference with the Work of the Contractor or other subcontractors, or fail in the performance of any of the covenants herein contained, or fail to pay for material, labor or equipment in the performance of this Agreement, the Contractor may, at his option, after serving written notice to such default with direction to cure in a specific period, but not less than two (2) working days, and the Subcontractor's failure to cure the default, terminate the Subcontractor. Thereafter, the Contractor may take possession of the plant and work, materials, tools, appliances and equipment and materials to prosecute Subcontractor's Work on such terms and conditions as shall be deemed necessary, and shall deduct the cost thereof, including without restriction thereto all charges, expenses, losses, costs, damages, and attorney fees incurred as a result of the Subcontractor's failure to perform, from any money then due or thereafter to become due to the Subcontractor under this Agreement. 9.2 If the Contractor so terminates the employment of the Subcontractor, the Subcontractor shall not be entitled to further payments under this Agreement until Subcontractor's Work has been completed and accepted by the Owner and payment has been received by the Contractor from the Owner with respect thereto. In the event that the unpaid balance due exceeds the Contractor's cost of completion, the difference shall be paid to the Subcontractor, but if such expense exceeds the balance due, the Subcontractor agrees to pay promptly the difference to the Contractor. 9.3 In the event Subcontractor becomes insolvent or files for bankruptcy, the Contractor reserves the right to terminate this Subcontract Agreement immediately. 9.4 Failure by the Subcontractor to sign and return this Subcontract Agreement within thirty (30) days of the issue date can result in the document being voided and allowing the Contractor to seek other bids. ARTICLE 10 CLAIMS 10.1 Disputes relating to this Agreement shall be decided in the courts unless the parties agree in writing to arbitration. Notwithstanding anything to the contrary contained in the Contract Documents, in the event a dispute shall arise between the Subcontractor and the Contractor, Owner, Architect or Engineer arising out of or relating to this Agreement, the Subcontractor agrees to participate in one mandatory non-binding mediation session prior to filing a lawsuit. The parties involved agree to split the costs of the mediation. The mediation shall be administered by a mediator appointed by the Missouri Bar Association s Alternative Dispute Resolution Committee. If a resolution of the dispute cannot be reached in the mediation, the parties are free to pursue any other alternative of resolving the dispute that they choose, whether it be arbitration, litigation, or some other means. In the event a party files a lawsuit without pursuing prior mandatory mediation, the party so filing the lawsuit shall pay to the other party its legal fees, costs and expenses incurred in obtaining a dismissal of the lawsuit and/or an injunction staying the lawsuit pending completion of mandatory mediation. 10.2 In the event the Contractor and Owner or others arbitrate matters relating to this Subcontract, it shall be the responsibility of the Subcontractor to prepare and present the Contractor's case, to the extent the proceedings are related to this Subcontract, and the Subcontractor shall be bound by the result of the arbitration to the same degree as the Contractor. Cost Code Page 9 of 11
10.3 In the event Contractor incurs any expense in defending or bringing litigation or arbitration or settling and compromising any claim related to this Agreement that is determined to be Subcontractors fault, then, after written notice, Subcontractor promises to pay to Contractor all expenses incurred including a reasonable attorney s fee. 10.4 In the event Contractor brings litigation or incurs expense for the enforcement of the terms of this Agreement, then Subcontractor promises to pay all expenses incurred, including a reasonable attorney s fee to the Contractor. 10.5 In the event of litigation concerning disputes, Missouri Law shall control and all suits shall be filed in Greene County, Missouri. 10.6 The Subcontractor shall carry on Subcontractor's Work and maintain his progress during any litigation or arbitration proceedings. ARTICLE 11 OSHA HAZARD COMMUNICATION 11.1 All materials or components which are furnished or brought onto the site under this Agreement and are classified as hazardous under the OSHA Hazard Communication Program (Public Law 1926.59) shall arrive at the project site in their original container and be labeled to indicate the name of the chemical and the appropriate hazard warning. The job superintendent shall be notified of such material delivery and an MSDS (Material Safety Data Sheet) shall be provided to the job superintendent for all such materials. ARTICLE 12 EQUAL OPPORTUNITY EMPLOYMENT / AFFIRMATIVE ACTION 12.1 As Contractors performing Work subject to the provisions of Executive Order 11246, which promotes and insures the equal opportunity for all persons, without regard to race, color, religion, sex, or national origin, employed or seeking employment, Executive order 11246, Section 503 and 38 USC 4212 are herein incorporated by reference. Specific attention is directed to Sections 41 CFR 60-1.4 (a)(7), 60-250.4m, and 60-741.5(a)6. 12.2 Subcontractor agrees that it will not knowingly employ, hire or employ, or continue to employ an unauthorized alien to perform work within the state of Missouri in violation of RSMo. 285.525 et seq. In addition, at the time of execution of this Subcontract, the Subcontractor shall deliver to Contractor an affidavit sworn under penalty of perjury that Subcontractor s employees are lawfully present in the United States. A copy of the Subcontractor Affidavit is hereto attached as Attachment A. IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written. DEWITT & ASSOCIATES, INC. Name Date Name Date Title Title ATTEST ATTEST Cost Code Page 10 of 11
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