APPENDIX_A_B_C.pdf

APPENDIX A

Resident Office-Standard Workstation

Location for Office Workstation in Resident Office

APPENDIX B

Kentucky Lock Site Map

WKRO QA Office Trailer-EXISTING LAYOUT 1800 sq ft

10' 10' 10' 20'

4'6

4'

60'

10'

18' 20' 22'

Barry Ronnie Vanessa & Danny Julian & Martin

Kitchen

Mark & Wayne Boardroom

Copier

Resident Office Trailer

QA Office Trailer

8'

4'

60'

F-67/24E F-67/48E

F-

/4 8E

F-

/2 4N

F-67/24E F-67/48E F-

/4

8E F-

/2

4N F-67/24E F-67/48E

F-

/4 8E

F-

/2 4N

PL

PL

PL

8456ASBLK

8456ASBLK

8456ASBLK

F-67/24E F-67/48E

PL

8456ASBLK

F-

/4 8E

F-

/2 4N

F-

/4 8E

F-

/2 4N

F-67/30N F-67/30N F-67/30N F-67/30N

F-67/48E F-67/24E

F-67/48E F-67/24E

F-67/48EF-67/24E F-67/24E

F-67/48NF-67/24N

F-67/48N F-67/24N

PL207

PL207

PL207

PL207

A

SB

L K 8456A

SB

L

K 8456A

SB

L

K

24/48 WS

30/48 W S

30/48 W S

24/48 WS

F-67/48E

F-67/30N

F-

/3 0N

F-

/3 0N

F-

/3 0N

24/48 WS

30/48 W S

30/48 WS 30/48 WS 30/48 WS30/48 WS

24/48 W S

24/48 W S

24/48 W S

24/48 W S

W

S223IB

_2748 W

S223IB

_2760

W S2

IB

_2

W

S2

IB

_2

WS223IB_2748WS223IB_2748WS223IB_2748WS223IB_2748

24LH 24LH

24LH

24RH 24RH 24RH

PFDU/48-B

PFDU/48-B PFDU/48-B

PF

D

U /4

8- B

PF

D

U /4

8- B

PF

D

U /4

8- B

PF

D

U /4

8- B

10' 6"

24RH

R

H

R

H

R

H

R

H

L H

L

H

L

H

L

H

F-85/24E F-85/24E

F-85/36E

F-85/48E

F-

/3 6E

F-

/2 4E

F-

/2 4E

F-85/48N

24/60 WS 24/60 WS

8456ASBLK

8456ASBLK

30" LH

R

H

30" LH

R

H

F-

/4 8E

F-

/2 4E

F-67/48E F-67/24E

F-67/24E F-67/48E

F-67/48N F-67/24N

PL207

8456A

SB

L K

F-

/3 0N

F-67/30N

/4

W

S

/4

W S

24/48 WS

24/48 WS

PL207

W S2

IB

_2

W

S2

IB

_2

8456A S

B L

K

24RH24LH24RH

PFDU/48-B

PFDU/48-B 3' 8" 2' 6" 2' 6"

30/60 W S

A

SB

L K

67 67 67 67

858585

67 62

PL

PL

F-85/24E

F-

/2 4E

PF

D

U /4

8- B

PF

D

U /4

8- B

/2

W

S

/2

W

S

KITCHENETTE

10' 6"

' 3

3' 8"

3'

F-85/36N

F -8

5/

N F

-8 5/

E

F -8

5/

E

8456A

SB

L K

PL207

24/48 W S

24/54 WS

F-85/24E F-85/24E F-85/30E

PFDU/48-B

24LH 24LH

85 85

80 80

BBF

Resident Office - Revised Men’s Restroom Layout

APPENDIX C

Sample Kitchenette (OFRS)

Sample Wardrobe (OFRS) Sample Office Chair (OFRS)

US CORPS OF ENGINEERS - KENTUCKY LOCK 10/9/2023

Project Manager

901 South 5th Street • Nashville, TN 37213 Phone: 615-244-0117 • Fax: 615-244-4447 www.NashvilleOfficeFurniture.com

S. Q. #

Valid Until:

Date:

Rep:

Aaron Simon Office Furniture &

GABRIAL P. REED

U.S. ARMY CORPS OF ENGINEERS

193 TAYLOR PARK ROAD

GRAND RIVERS, KY 42045

270-362-1372

GABRIAL.P.REED@USACE.ARMY.MIL

GABRIAL P. REED

U.S. ARMY CORPS OF ENGINEERS

193 TAYLOR PARK ROAD

GRAND RIVERS, KY 42045

270-362-1372

GABRIAL.P.REED@USACE.ARMY.MIL

Aaron Simon Office Furniture & Related

11/9/2023

A 50% deposit of total is required before work order can be processed. TOTAL: $51,082.95

Part Number Qty Sell Ext SellLine #

HEIGHT ADJUSTABLE BASE

INSTALL-HAT INSTALLATION OF HEIGHT ADJUSTABLE BASES - $60

PER MAN HOUR, 2 HOUR MINIMUM

20 $60.00 $1,200.001

WS323IB_2748 DLX Electric Height Adj Base Only, 30"D x 48"W, w/27" Feet

13 $508.59 $6,611.672

SIL FIN: Silver

1EA MAIN TRAILER

12EA QA TRAILER

$7,811.67SUBTOTAL

KITCHENETTE

KITCHENETTE 72" X 24" COUNTERTOP, 36" SINK CAB BASE W/ FALSE

FRT, 36" CAB BASE 1 DRAWER 2 DOOR, STAINLESS

STEEL SINK, SINK STRAINER, FAUCET

1 $3,114.31 $3,114.313

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Part Number Qty Sell Ext SellLine #

Z- FREIGHT FREIGHT FOR BREAK ROOM CASEWORK, SINK AND

FAUCET

1 $453.33 $453.334

Z- COMMENT INSTALLATION OF BREAK COUNTERTOP AND

CABINETS TO BE PROVIDED BY GC. INSTALLATION IS

NOT IN THE SCOPE FOR OFRS

1 $0.00 $0.005

$3,567.64SUBTOTAL

MAIN TRAILER STATIONS

STA-REMAN PRIVATE OFFICE WORKSTATION - 85" HIGH PANELS,

6.5' X 9' W/ 3' WING PANEL

1 $2,711.50 $2,711.506

PENCIL TRAY MOUNTED PENCIL TRAY

TACK BOARD 48" TACK BOARD

TASK LIGHT TASK LIGHT MOUNTED UNDER 48" OVERHEAD CABINET

OVERHEAD 48" FLIPPER DOOR OVERHEAD CABINET (WITH KEY)

FINISHES TBD FABRIC | PAINT | LAMINATE

WORKSURFACES 24X48 (HAT) + 24X54 WORKSURFACES | LAMINATE WITH SELF EDGE

PANEL 2" THICK AO2 COMPATIBLE POWERED AS NEEDED PANELS

OUTLETS 4 OUTLETS

$2,711.50SUBTOTAL

PRIVATE OFFICE STATIONS

STA-REMAN 85" HIGH PRIVATE OFFICE WORKSTATIONS (24X60WS,

24X24WS, 9'X4' PANEL PARTITION) SUPPORT PARTS

AND ELECTRICAL COMPONENTS

2 $2,020.11 $4,040.227

PENCIL TRAY MOUNTED PENCIL TRAY

TACK BOARD 48" TACK BOARD

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TASK LIGHT TASK LIGHT MOUNTED UNDER 48" OVERHEAD CABINET

OVERHEAD 48" FLIPPER DOOR OVERHEAD CABINET (WITH KEY)

FINISHES TBD FABRIC | PAINT | LAMINATE

$4,040.22SUBTOTAL

STATIONS

COMMENT 1 STATION CONTAINS A STRUCTURAL BEAM. THIS

STATION WILL HAVE A 30X60 WORKSURFACE WITH

NO RETURN SURFACE. THIS WILL ALSO NOT CONTAIN

AN OVERHEAD CABINET - SEE DRAWING

1 $0.00 $0.008

STA-REMAN 6X6 WORKSTATIONS (67" POWERED PANELS, 24X48

30X48 WORKSURFACE, SUPPORT PARTS AND

ELECTRICAL COMPONENTS)

10 $1,610.18 $16,101.809

PENCIL TRAY MOUNTED PENCIL TRAY

TACK BOARD 48" TACK BOARD

TASK LIGHT TASK LIGHT MOUNTED UNDER 48" OVERHEAD CABINET

OVERHEAD 48" FLIPPER DOOR OVERHEAD CABINET (WITH KEY)

FINSIHES TBD FABRIC | PAINT | LAMINATE

$16,101.80SUBTOTAL

STORAGE WARDROBE OPTION 1

N-EVOLVE-STORAGEWARDROBE-REvolve Metal Wardrobe / Storage Tower - Right #9100 24"W X 24"D X 54"H

5 $743.45 $3,717.2510

8EA CUSTOMERS OWN WARDROBE TOWERS

1EA MAIN TRAILER

4EA QA TRAILER

$3,717.25SUBTOTAL

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TASK CHAIR

1203.BK2.MB.T.AR4 Hexy, Highback, Mesh Back, Swivel Tilt, Height/Adjustable Arms

13 $338.29 $4,397.7711

... Skipped Option

... Skipped Option

US Upholstered Seat

... Skipped Option

... Skipped Option

$4,397.77SUBTOTAL

Z- FUEL

FUEL - ZONE 3 BASED ON $110 PER TRIP NEEDED 3 $110.00 $330.0012

$330.00SUBTOTAL

Z- INSTALL

INSTALL BASED ON $60 PER MAN HOUR, 2 HOUR MINIMUM,

ESTIMATE ONLY - ACTUAL BILLED AT COMPLETION

68 $60.00 $4,080.0013

ELECTRICAL OFRS OFRS TO PROVIDE POWER WHIPS TO EACH SET OF STATION

COMMENT GC TO HARD WIRE WHIP TO BUILDING AT DESIGNATIONS PROVIDED ON DRAWING

COMMENT OFRS DOES NOT PROVIDE LOW VOLTAGE CABLING

REMOVAL OFRS TO REMOVE PACKING MATERIALS AFTER INSTALLATION

$4,080.00SUBTOTAL

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Tax $4,325.10 $4,325.10

A 50% deposit of total is required before work order can be processed. TOTAL: $51,082.95

Page 5 of 9 10/9/2023

TERMS AND CONDITIONS

Customer (“You”) and Office Furniture and Related Services, Inc. (“OFRS”) agree that the Agreement for the above listed Services shall be governed by the below terms and the attached Terms & Conditions (the “T&C”). You and OFRS may be referred to herein each individually as a “Party” or collectively as the “Parties.” All terms not defined in this Quote shall have the meanings assigned in the T&C. Any requested changes to the OFRS terms and conditions must be approved in writing by OFRS ownership.

Payment Terms:

A 50% deposit is required on all orders at the time of order, 30% due upon delivery of Products and/or materials to OFRS facilities, and 20% due net 10 of delivery to You. Balance will be due upon substantial completion of each phase of the project (to be agreed upon by both parties) or completion of each Job Assignment.

OFRS may forego the second installment, and invoice the remaining 50% of the Products and/or Services upon completion, at its discretion. If You decline to accept the products or Services as of the agreed upon delivery date, You agree to pay 90% of the Quote price above as of the agreed upon delivery date and the remaining 10% upon substantial completion of the Services, Job Assignment, or applicable phase.

If You decline to accept the product after 30 days from agreed upon delivery date, You will be subject to storage fees as assessed by OFRS. If You decline to accept delivery on the agreed upon date, delivery of products or provision of Services will be scheduled at the next available date by mutual agreement of the Parties. If You decline to accept the products or Services twice, the delivery and/or installation shall be subject to the Overtime Rate, as defined below.

Quotes and pricing are valid for 30 days from date of Quote and based on current pricing and availability. Quote price is subject to change in the event manufacturers pricing changes due to tariffs or other price increase. OFRS charges a $75 per hour consulting/drafting fee on all jobs. All used products are based on availability at time of order.

Installation and Delivery:

Delivery and installation will be scheduled during OFRS’s “Normal Business Hours” (Monday-Friday, 8:00 am - 5:00 pm Central Standard Time) at a rate of $60.00 per man hour. If You request Services outside of normal business hours (overtime, holiday and weekends), You agree to pay for labor in relation to Services at a rate of $90.00 per man hour (“Overtime Rate”).

OFRS requires a 2-hour minimum and a per truck, per day fuel charge based on Your area. Zone 1 is $27.50 per truck per day, Zone 2 is $55.00 per truck per day, Zone 3 is $110.00 per truck per day in relation to labor in relation to Services. Certain jobs may be subject to a $50.00 truck fee. OFRS shall have complete discretion to decline to perform Services outside of Normal Business Hours.

Electricity, heat, elevator service, and adequate facilities for off -loading, staging and handling products shall be furnished by You at no charge to OFRS. If regulations in force at the time of installation require the use of a tradesman at the site of the provision of Services, other than OFRS’s own installation personnel, You agree to pay the resulting additional costs associated with procuring such.

After acceptance of material at the site, any loss or damage by weather, other trades (e.g., construction, painting, drywall, electrical), fire or other elements shall be Your responsibility, and You agree to hold OFRS harmless from loss for such reasons.

General liability, workmen’s compensation, property damage and automotive insurance are carried by OFRS and certificates will be delivered upon request. Fire, tornado, flood and other insurance at the site will be provided by and paid for by You. You agree to pay any additional freight charges resulting from expediting an order at Your request.

Cancellation:

Any cancellations or changes in quantity, specifications, or expected delivery date/time must be approved by OFRS and the manufacturer. Returned products or materials shall be subject to a restocking fee. All used products are sold in AS-IS condition and payments are non-refundable. All requests for changes in quantity or specifications must be confirmed and accepted by OFRS. OFRS is unable to begin production, purchasing, and the scheduling process unless we have a signed quote, signed space layout and have received the deposit.

Page 6 of 9 10/9/2023

SERVICES AGREEMENT TERMS AND CONDITIONS

These Terms and Conditions (“T&C”) govern the Agreement between the Parties, set forth more specifically in the Quote, to which these T&C are attached (the "Quote"). All terms not defined herein shall have the meaning assigned to them in the Quote.

The Quote sets forth a more detailed description of the Services and further details regarding the specific Services to be performed and/or Products to be provided by Office Furniture and Related Services, Inc. (“OFRS”) to the customer/client (“You”) in accordance with these T&C. You and OFRS each are referred to individually as a “Party” and collectively as the “Parties.” You and OFRS deem it desirable for OFRS to perform for You, or on Your behalf, certain activities (“Services”) or provide for you certain products or materials (“Products”). All references to Services herein shall apply to Products provided as well. These T&C, the Quote, and any specific Job Assignments, or addenda to any of these, may be referred to collectively herein as the “Agreement.” Any requested changes to the OFRS services agreement terms and conditions must be approved in writing by OFRS ownership. The Parties agree as follows:

1. Term. This Agreement shall remain in effect for a term ("Term") commencing on the Effective Date and continuing until terminated in accordance with these T&C ("Expiration Date").

2. Services. OFRS shall perform Services and/or provide Products for or on behalf of You, in accordance with the Agreement and these T&C and in accordance with documents known individually as a "Job Assignment" and collectively as "Job Assignments." Job Assignments may be agreed upon in writing by the Parties from time to time during the Term. Each subsequent Job Assignment shall become a schedule to and a part of the Agreement and shall be and remain subject to these T&C. Each Job Assignment shall: (i) set forth Services to be performed by OFRS; (ii) set forth the associated fees expenses;

and (iii) be dated and duly executed by the Parties.

3. Drafting and Plans. You acknowledge that OFRS will spend significant time preparing a plan for the Services and/or Products, and if You terminate this Agreement prior to implementation of such plans, You agree not to use or implement those plans or drafts for the Services and Products prepared by OFRS without written consent from OFRS. Violation of this provision shall entitle OFRS to liquidated damages of Five Thousand Dollars ($5,000.00) per violation, and You agree that such damages are fair and not punitive.

4. Compensation. The compensation that OFRS is entitled to receive under this Agreement shall be the following, to the extent set forth in the Quote and/or in each applicable Job Assignment: (i) fees for Services rendered under Job Assignments, including the associated deliverables, if any, set forth in the Quote and in the applicable Job Assignment; and (ii) payment for out-of-pocket costs and expenses incurred by OFRS and approved in writing by You.

5. Invoices and Payment. OFRS shall invoice You for Services performed and pre-approved out-of-pocket expenses, and You shall remit payment within ten (10) days of invoice. Any invoiced items not disputed within ten (10) days of invoice shall be deemed accepted. Invoiced amounts not timely paid within ten (10) days of invoice shall incur interest at a rate of 1.5% per month. You shall pay all local, municipal, state and federal sales and use taxes, excise taxes, duties and all other government fees and taxes or charges of whatever nature applicable to the performance of the Services and this Agreement. Credit card payments will incur the following handling fees: 4% fee on VISA/MasterCard, 5% fee on American Express. This provision shall be enforceable whether or not You have been fully compensated for work by any general contractor or owner from which compensation is due to You.

6. Confidential Information. "Confidential Information" means all information or items that are made available (whether intentionally or otherwise) by either Party to the other Party, and that relate to Disclosing Party's business, business relationships, personnel matters, operations, regulatory matters, technologies, finances, affairs, interests, plans and strategies, whether observed by Receiving Party, or whether provided to Receiving Party orally, in the form of samples, or in written, graphic, electronic or other form. Receiving Party shall make all reasonable efforts to maintain the confidentiality of Confidential Information. Receiving Party's obligations of confidentiality, non-disclosure and limited use shall remain in effect for a period commencing on the Effective Date and ending one (1) year after the Expiration Date, or in the case of Confidential Information constituting a trade secret as defined under applicable law which is identified by the Disclosing Party as such at the time of disclosure, for so long beyond such period as the same remains a trade secret entitled to protection by applicable law.

7. Representations and Warranties of You. You represent and warrant that:

a. You are an individual or a legal entity authorized to do business, and, if an entity, such entity has the capacity to enter into this Agreement, and this Agreement has been duly authorized by an authorized officer of the entity.

b. All intellectual property supplied by You to OFRS for use in OFRS’s rendering of the Services is owned by You, or You are authorized to use same, without infringing upon the intellectual property rights of any third party, and You grant OFRS a limited, revocable, non-exclusive license to use any of Your intellectual property solely for the purposes of providing the Services pursuant to the Agreement, during the Term.

Page 7 of 9 10/9/2023

c. You are not requesting Services that would require OFRS to violate any local, state, or federal laws, rules, regulations, ordinances or orders.

8. Indemnification by You. You shall defend, indemnify and hold harmless OFRS, its affiliates, subcontractors, respective directors, officers, employees, and agents (collectively, "OFRS Indemnified Parties"), from and against any and all third-party demands, actions, causes of action (whether judicial, administrative or otherwise), suits, proceedings, losses, liabilities, claims, damages, assessments, judgments, compromises, settlements, fees, expenses (including reasonable attorneys' fees, expenses for defense of actions, interest, penalties, investigative expenses and court costs) (collectively, "Damages") that are caused by, relate to or arise out of : (i) Your breach of any term, condition, representation, warranty, covenant or obligation set forth in this Agreement; (ii) the negligent, grossly negligent, reckless or intentional act of You or any of Your shareholders, members, directors, employees, contractors, affiliates or representatives; (iii) violation of local, state, or federal law, rule, regulation or ordinance arising from the provision of the Services and requested by You; and/or (iv) infringement by You of any patent, copyright, trademark or trade secret or other third-party rights of any other person or entity. Further, if any equipment, materials, or products of OFRS are damaged by another trade, contractor, or subcontractor while on-site providing Services, OFRS shall have the right to bill You for the cost of repairing or replacing such.

9. Indemnification by OFRS. OFRS shall defend, indemnify and hold harmless You, Your affiliates, subcontractors, respective directors, officers, employees and agents (collectively "Company Indemnified Parties"), from and against any and all Damages that are caused by, relate to, arise out of: (i) OFRS’s breach of any term, condition, representation, warranty, covenant or obligation set forth in this Agreement; or (ii) the negligent, grossly negligent, reckless or intentional act of Company or any of its shareholders, members, directors, employees, contractors, Affiliates or Representatives.

10. Limitation on Liability/Waiver of Jury. EACH PARTY'S LIABILITY FOR DAMAGES FOR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY; SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW ARE WAIVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR THE PAYMENT OF ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST OR ANTICIPATED PROFITS, ARISING FROM ANY CLAIM RELATING TO THIS

AGREEMENT, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING

NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, UNLESS SUCH DAMAGES RESULT FROM A THIRD- PARTY CLAIMS. OTHER THAN WITH RESPECT TO INDEMNITY FOR THIRD-PARTY CLAIMS, IN NO EVENT OR CIRCUMSTANCE SHALL OFRS’S LIABILITY TO COMPANY EXCEED THE AMOUNT WHICH WAS ACTUALLY PAID BY YOU TO OFRS UNDER THE SPECIFIC JOB ASSIGNMENT OUT OF WHICH OFRS’S LIABILITY TO YOU ARISES. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING

TO ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR IN CONNECTION WITH THIS

AGREEMENT AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES TO

ENTER INTO THIS AGREEMENT.

11. Termination.

a. This Agreement may be terminated by either Party for any reason upon 60 days’ written notice to the other Party, or immediately upon of any material breach of this Agreement not cured within 10 days of receipt of written notice of such breach.

Termination of this Agreement for any reason shall terminate all Job Assignments that are then in effect, unless requested to the contrary by You. Termination of any Job Assignment shall not result in termination of this Agreement or any other pending or ongoing Job Assignment, unless expressly set forth in the notice of termination associated with such terminated Job Assignment.

The Parties may mutually agree in writing at any time to terminate this Agreement or any Job Assignment.

b. Upon expiration or termination of this Agreement, You shall: (i) pay OFRS for Services rendered up until the time of expiration or termination; (ii) pay OFRS for incurred expenses and non-cancelable commitments that have been pre-approved by You; and (iii) cooperate with OFRS towards a final accounting.

c. Upon completion of the Services, You shall have the opportunity to perform a final review (a “Walk-Through”) of the Services. Any corrections or modifications must be made known to OFRS at this time. After completion of the Walk-Through, if You do not request any such changes, none shall be made by OFRS thereafter, and the Services will be considered completely provided.

12. Assignment. OFRS may assign this Agreement or subcontract Services at its sole discretion. You may not assign this Agreement or its associated rights and obligations.

13. Agreement not to Hire Employees or Contractors of OFRS. During the term of the Agreement, and for a period of two

(2) years after expiration or termination of the Agreement for any reason, You shall not hire or solicit for employment or contract, any employee, manager, associate, or contractor of OFRS that has rendered Services or had meaningful contact with You or Your customers as a result of OFRS performing Services for Company under the Agreement. You acknowledge that breach of this provision would cause irreparable damage to OFRS, for which monetary damages would be difficult to calculate.

Therefore, the Parties agree that breach of this provision shall subject You to liquidated damages in an amount totaling either (i)

Page 8 of 9 10/9/2023 twenty-five percent (25%) of such employee or manager’s annual salary; or (ii) in the event that the breach is in relation to an independent contractor, one hundred (100) times such contractor’s highest daily charge for services while providing services for You under this Agreement. You acknowledge that such liquidated damages are fair and reasonable and are neither punitive nor arbitrary.

14. Contacts and Notices. All notices shall be in writing, and unless otherwise specified shall be deemed effective: (i) if delivered personally, when delivered; if mailed by certified mail, return receipt requested, on the third business day after the same is deposited with the United States Postal Service with postage prepaid; (ii) if delivered by nationally recognized overnight courier service, on the business day after the same is sent; or (iii) if sent by electronic mail (if email addresses have been provided), when sent.

15. Taxes and Levies. If any government authority imposes a tax, duty, levy or fee upon a product or service supplied by OFRS, the customer agrees to pay that amount as specified on the invoice. If customer is exempt from such tax, duty, levy or fee, customer shall provide exemption certificate at the time the order is submitted. Customer is responsible for personal property taxes for each product from the date of shipment by OFRS.

16. Waiver of Warranty. Notwithstanding any other provision in this Agreement to the contrary, OFRS HAS NOT MADE AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (I) THE QUALITY, CONDITION OF THE SERVICES OR MATERIALS PROVIDED BY OFRS, (II) THE MERCHANTABILITY OF THE SERVICES OR MATERIALS PROVIDED BY OFRS, (III) FITNESS FOR ANY PARTICULAR PURPOSE OF THE SERVICES OR MATERIALS PROVIDED, OR (IV) THE CONFORMITY OF THE SERVICES AND MATERIALS PROVIDED TO MODELS, SAMPLES OR DESIGNS. SERVICES AND MATERIALS SHALL BE DELIVERED "AS IS, WHERE IS" WITH

ALL FAULTS.

17. Miscellaneous.

This Agreement and all Job Assignments shall be governed by the laws of the State of Tennessee. The Parties irrevocably consent and submit to the courts of competent jurisdiction sitting in Davidson County, Tennessee as the sole and exclusive jurisdiction, venue and forum for the purpose of adjudication of any controversy arising out of or relating to this Agreement, any Job Assignment, or any of the Parties’ respective rights and liabilities arising out or relating to this Agreement or any Job Assignment. In the event of any suit, claim, proceeding, arbitration or litigation arising out of or relating to this Agreement (a “Suit”), the substantially prevailing party shall be entitled, in addition to any and all other damages and/or relief awarded, to be paid by non-prevailing party all of substantially prevailing party’s costs incurred in the Suit, including but not limited to, expert witness fees and reasonable attorneys’ fees and the non-prevailing Party shall be liable to and shall pay such costs and reasonable attorneys’ fees to the substantially prevailing Party. The Agreement represents the entire agreement between the Parties, and no amendments to the Agreement shall have effect unless agreed to by the Parties in writing.

Client Approval (Signature):___________________________ Date:______________

Name (Printed):_____________________________________

Title:______________________________________ PO#:______________

A 50% deposit of total is required before work order can be processed. TOTAL: $51,082.95

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