SHARP

1784\01\4102225.3

PROFESSIONAL SERVICES AGREEMENT

Initial Information

Date of Agreement: see “Effective Date” as defined in first sentence of Professional Services Agreement.

The limited partnership listed next to the checked checkbox below, if any, is referred to in this Professional Services Agreement as the “Partnership”

Central City LP RVP Group LP Sierra Vista Housing Associates, L.P.

Sutterview Housing Associates, L.P.

Washington Plaza Housing Associates, L.P.

RAD Pilot LP Auburn Falls LP Greenback Grove LP

SHARP:

Point of Contact Name

Address

Telephone number

Email

Consultant/Contractor/Vendor:

Legal Name and dba if applicable (“Provider”)

Point of Contact Name

Address

Telephone number

Email

“Project”:

Type of Service(s):

as more particularly described in Exhibit 2.

Termination Date: see Section 2.1.

Signatures p.11

Exhibits:

Insurance Requirements attached as Exhibit 1 Scope of Services attached as Exhibit 2 Payment Schedule attached as Exhibit 3

THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is entered into as of ___________, 2026 (“Effective Date”), by and between the Sacramento Housing Authority Repositioning Program, Inc., a California nonprofit public benefit corporation (“SHARP”) and Provider identified above in the attached Initial Information, which is incorporated into and made a part of this Agreement.

RECITALS

A. SHARP desires the services described in the Scope of Services attached to this Agreement as Exhibit 2 (“Scope of Services”) to be performed in connection with the Project (as defined above in the Initial Information). Provider has indicated that it has the experience and competence necessary to perform all services described in the Scope of Services (“Services”).

B. SHARP wishes to engage Provider, and Provider wishes to be engaged by SHARP, to perform the Services.

C. To facilitate communication, SHARP and Provider have designated their respective representatives set forth in the Initial Information above, with responsibility for the routine administration of each party’s obligations under this Agreement.

NOW, THEREFORE, SHARP and Provider (together, the “Parties”) agree as follows:

ARTICLE 1.

SCOPE OF SERVICES

1.1 Scope of Services.

Provider shall perform the Services (as defined in Recitals). SHARP reserves the right to modify the Scope of Services (as defined in Recitals) in accordance with Section 1.2 below.

1.2 Changes in Scope of Services.

SHARP, without invalidating this Agreement, may, from time-to-time, request changes in the Scope of Services, including additions, deletions, or other revisions (referred to as “Changed Services"). Any such Changed Services shall be documented through a written amendment to this Agreement and when signed by both SHARP and Provider (the "Agreement Amendment") shall become a part of this Agreement. In the absence of an executed Agreement Amendment, no (1) course of conduct or dealings between the parties, nor (2) express or implied acceptance of alterations or additions to the Scope of Services, nor (3) any claim that SHARP has been unjustly enriched by any alterations or addition to the Scope of Services (whether or not there is in fact any such unjust enrichment) shall be basis for any claim by Provider for additional compensation.

ARTICLE 2.

AGREEMENT TERM; TERMINATION

2.1 Term.

The term of this Agreement (the "Term") begins on the Effective Date and remains in effect until completion of the Services which completion may be evidenced by notice given by mail or electronic mail from SHARP to Provider of such completion, unless earlier terminated by SHARP in accordance with the provisions of this Agreement. Provider is prohibited from commencing the performance of the Services before the execution of this Agreement by both parties. Neither SHARP nor any affiliate of SHARP shall have any obligation to pay for services performed prior to the Parties’ execution of this Agreement or after the Agreement is completed or terminated. Neither SHARP nor any affiliate of SHARP is obligated to make any payment under this Agreement for so long as Provider is in material default of this agreement. Under no circumstances shall SHARP be obligated to, or liable under this Agreement to, any entity or person other than Provider

2.2 Termination.

(a) Termination By SHARP for Cause. Without prejudice to any other remedy to which SHARP may be entitled, SHARP reserves the right to terminate this Agreement with seven (7) days’ written notice to Provider if Provider is in breach of any provision of this Agreement.

(b) Termination By SHARP for Convenience. SHARP reserves the right to terminate this Agreement at any time without cause by a notice in writing from SHARP to Provider.

(c) Termination Actions. Upon receipt of written notice from SHARP regarding termination, Provider shall take the following actions: (i) cease operations as directed by SHARP in the notice; (ii) deliver to SHARP all Work Product (as defined in Section 4.4) created or completed up to the date of termination, and (iii) Terminate all existing subcontracts and purchase orders, except for subcontracts and purchase orders for Services directed to be performed prior to the effective date of the termination stated in the notice and refrain from entering into any further subcontract and purchase orders.

In the event of such termination, and as Provider’s sole remedy for such termination, Provider shall be entitled to receive payment (prorated as applicable) for Services properly performed pursuant to the Agreement prior to termination. SHARP shall not be liable for any termination expenses, penalties, lost profits or any other special or consequential damages suffered by Provider as a result of SHARP’s termination of the Agreement.

ARTICLE 3.

COMPENSATION

3.1 Payment Schedule.

(a) Provider shall receive compensation in accordance with the schedule and terms outlined in the Payment Schedule attached to the Agreement as Exhibit 3 (referred to herein as the "Payment Schedule"). SHARP reserves the right to modify the Payment Schedule pursuant to an Agreement Amendment as detailed in Section 1.2.

(b) Responsibility and Minimum Usage: SHARP sets forth no commitment to a minimum level usage under this Agreement. Further, payments under this Agreement are the sole responsibility of SHARP. Notwithstanding anything to the contrary in this Agreement, Partnership may make payments to Provider for Services described in a Payment Application (as defined in Section 3.3 below), and any such payments made by Partnership shall be deemed made by SHARP.

3.2 Expenses.

All expenses of Provider are included in the amounts payable pursuant to the Payment Schedule and no expenses shall be reimbursed separately. Provider shall not be reimbursed for, and shall be solely responsible for, meals and all other personal expenses. All expenses submitted for cost reimbursement must include receipts, and SHARP will only cover fees in accordance with the GSA rates or the IRS rates for the area.

3.3 Payment Application.

(a) Payment Application. On the last business day of each month during the Term, Provider shall submit a payment application (the "Payment Application") to SHARP at the address specified in the Initial Information. Provider's Payment Application must be accompanied by all applicable invoices and shall clearly delineate the following information: (1) the Services performed during current payment period, (2) the amount due, (3) the total amount billed to date, and (4) the remaining Agreement amount if applicable. Provider acknowledges that a delay in payment may occur as a result of Payment Applications that do not clearly contain the aforementioned information.

(b) Payment by SHARP. SHARP shall review each Payment Application submitted by Provider to determine whether the Services performed comply with the provisions of this Agreement. If no charges are disputed by SHARP and Provider is not in default under this Agreement, SHARP shall provide payment to Provider within thirty (30) days following receipt and approval of the Payment Application, subject to Section 3.1(b). In the event any charges are disputed by SHARP, the original Payment Application shall be returned by SHARP to the Provider for correction and resubmission within thirty (30) days following SHARP's receipt of the initial Payment Application. SHARP shall have no obligation to pay costs set forth in a Payment Application until such Payment Application has been approved by SHARP pursuant to this Section. No payment to Provider for Services performed under this Agreement shall be deemed to waive any defects, errors, or omissions in Services. Final invoices for Services must be submitted no later than sixty (60) days after completion of all Services or other termination of the Agreement, and SHARP shall have no obligation to pay for Services for which invoices were submitted after this sixty

(60) day period.

ARTICLE 4.

PERFORMANCE OF THE WORK

4.1 Standard of Care.

Provider along with Provider’s Agents (as defined in Section 4.2), if any, shall perform all Services in a manner consistent with the standard of professional skill and care under California law. This standard applies to those who specialize in providing such services, under circumstance similar to that of the Services which is the subject of this Agreement (the "Standard of Care").

4.2 Assignment, Supervision of the Services.

Provider shall not subcontract or assign any part of this Agreement without the written consent of SHARP, which consent SHARP may withhold in its sole discretion. Any unauthorized assignment is void ab initio and constitutes a material breach of this Agreement. The Provider shall remain responsible for the actions and omissions of Provider’s Agents including but not limited to any approved subcontractors. Unless authorized in writing by SHARP, Provider may not incur any obligation to pay any of Provider’s Agents (defined below) for services performed under this Agreement without the prior written approval of SHARP or Partnership. SHARP or Partnership’s written approval shall not create any obligation of SHARP or Partnership to any Provider’s Agent. Provider has no authority to, and shall not purport to, employ, hire, or contract with a Provider’s Agent as an agent of SHARP or Partnership or otherwise on the behalf of SHARP or Partnership.

All work performed under this Agreement must be performed by Provider or under Provider’s direct supervision, with personnel fully qualified and legally authorized to perform assigned tasks. All such performance of the Services and supervision of the Services shall occur in a manner consistent with the Standard of Care. Important communications shall be confirmed in writing.

Provider shall have the right to retain specialists, consultants, or experts or other third parties as necessary to support the performance of the Services. Prior to, or within three (3) business days of, retaining such persons, Provider shall inform SHARP of their identity. SHARP reserves the right to approve or deny the retainage of such persons for performance of Services in SHARP’s sole discretion.

Provider shall be responsible to SHARP for acts and omissions of Provider's specialists, consultants, experts, employees, subconsultants, and other individuals or entities performing portions of the Services for or on behalf of Provider (“Provider’s Agents”). Provider shall be responsible for, and shall indemnify the Indemnified Parties for, any damages, losses, costs, expenses resulting from such acts and omissions of Provider’s Agents.

4.3 Compliance With Laws.

(a) In its performance of its obligations under this Agreement, Provider shall comply with all federal, state, and local laws, ordinances, codes, rules, regulations, licensing, permitting or certification requirements applicable to the conduct of Provider's business and the provisions of Services under this Agreement. It is the responsibility of Provider to be informed of local, state and federal laws and requirements applicable to this Agreement and to perform the Services in compliance with such laws and requirements. Provider shall not trespass on public or private property while performing Services. If Provider performs Services contrary to applicable laws, ordinances, codes, rules and regulations, Provider shall assume responsibility and all associated liability for such Services and shall bear the costs attributable to correction and shall indemnify the Indemnified Parties for any damages, losses, costs, expenses resulting from such contrary performance.

(b) If the sum of all payments in the Payment Schedule or the sum of all actual payments under this Agreement exceeds $100,000, the following is acknowledged and agreed to by Provider: (1) Provider recognizes the importance of child and family support and Provider shall comply with all applicable state and federal laws relating to child and family support enforcement orders, including but not limited to, disclosure of information and compliance with earnings assignment orders as may be provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and (2) Provider, to the best of its knowledge, agrees to fully comply with the earnings assignment orders of all employees and to provide the names of all new employees to the New Hire Registry, maintained by the California Employment Development Department.

4.4 Ownership of Work Product.

All professional and technical information, in the form of original designs, drawings, data, computations, specifications, report texts, estimates, writings, artwork, renderings, models, software programs, and any other documents, reports, surveys, material, specifications, data and information collected or developed or assembled in connection with the Services or by Provider or Provider’s Agents in connection with this Agreement (“Work Product”) shall be the exclusive property of SHARP or, at its election the Partnership, who shall own all rights, title and interest in and to the Work Product including, without limitation, all trademarks, copyrights, trade secrets, patents, and any and all other intellectual property rights. SHARP shall have the unrestricted right to use and disclose the Work Product in any manner and for any purpose related to the Project without payment of further compensation to Provider. Neither Provider nor any of Provider’s Agents shall have any rights or interest in such Work Product. Provider represents and acknowledges that Provider has or will obtain, from any artists preparing any artwork under this Agreement, written waivers waiving any rights to notice or rights take any action regarding the use, removal, relocation or destruction of any artwork prepared under this Agreement.

SHARP shall have the foregoing rights regardless of whether this Agreement is terminated early or Provider fully performs its Services under this Agreement. SHARP shall have access to the Work Product in any form at all times during the Term. Any Work Product, including original documents, in the possession of Provider upon completion or termination of this Agreement shall be promptly delivered to SHARP upon payment to Provider for services rendered in accordance with this Agreement prior to termination or completion.

While copies of the Work Product including reproducible copies may be retained by Provider, Provider warrants that the Work Product shall not be made available by to any person or entity for use without the prior approval of SHARP except in connection with the Project.

4.5 Confidentiality.

Provider understands and agrees that, in the performance of the Services or in contemplation thereof, Provider may have access to private or confidential information which may be owned or controlled by SHARP. Such information may contain proprietary or confidential details, and the disclosure of such information to third parties may be damaging to SHARP. Provider agrees that all information disclosed by SHARP to Provider or Provider’s Agents shall be held in confidence and shall not be divulged, disclosed or communicated in any manner without the prior written consent of SHARP, except as required by law. The disclosed information shall be used only in the performance of the Services. Provider shall immediately forward to SHARP all requests for information related to this Agreement made by a third party to Provider.

4.6 Nondiscrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, creed, national origin or ancestry, sex, gender identity, age, marital or domestic partner status, sexual orientation or disability (including HIV or AIDS status) in the performance of this Agreement. Provider will ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, creed, national origin or ancestry, sex, gender identity, age, marital or domestic partner status, sexual orientation or disability (including HIV or AIDS status). Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; selection for training, including apprenticeship; and provision of any services or accommodations to SHARP or the general public.

4.7 Records; Audits.

(a) Records. Provider shall keep and maintain, in accordance with generally accepted accounting principles, full, complete, and appropriate books, records, and accounts related to the performance of the Services. These include all necessary or prudent records to evidence and substantiate in full detail Provider's compliance with the terms and provisions of this Agreement. All such books, records, and accounts shall be open to and available for inspection, copying and auditing by SHARP, and its auditors or other authorized representatives at reasonable intervals during normal business hours. Provider shall preserve such records for a period of not less than four (4) years after receiving the final payment from SHARP. SHARP shall notify Provider of any records it deems insufficient. Provider shall have fifteen (15) calendar days after receiving such notice to correct any deficiency in the records specified by SHARP or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Provider shall begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible, and in no event later than ninety (90) days.

Audits. SHARP or any of its duly authorized representatives, shall have the right to perform any audit of Provider's finances and records related to its performance of the Services under this Agreement.

This includes, without limitation, the financial arrangement with anyone Provider may delegate to discharge any part of its obligations under this Agreement.

ARTICLE 5.

INSURANCE; INDEMNIFICATION

5.1 Insurance.

Provider shall comply with the insurance requirements set forth in Exhibit 1 to this Agreement and shall provide SHARP with a valid certificate of insurance (“COI”) prior to commencement of the Services.

Provider must maintain insurance coverage from licensed providers with an industry rating acceptable to SHARP throughout the Term. Failure to do so constitutes a material breach. Prior to commencing work, Provider must provide SHARP with certificates of insurance and include endorsements naming:

“SACRAMENTO HOUSING AUTHORITY REPOSITIONING PROGRAM, INC.” and the Partnership as additional insured. The COI must: (i) Name SHARP and the Partnership as additional certificated holders/insured.; and (ii) Be updated and submitted prior to performing any Services at a specific property or location listed in Exhibit 2 or at any on-demand, ad hoc, or emergency location requested by SHARP.

Provider shall not commence any work at any location until the required COI has been accepted by SHARP.

Policies may not be canceled without at least 30 days' prior written notice to SHARP, with notices directed to SHRA Procurement Services. Failure to maintain the insurance coverage required in this Article 5 is a material breach of the Agreement. SHARP may also withhold or adjust payments to recover such expenses.

5.2 Indemnification.

A. To the fullest extent permitted by law, Provider shall indemnify, hold harmless, and defend SHARP and the Partnership, and each of their respective officers, directors, commissioners, advisory committee members, agents, and employees (each individually an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against any and all claims, liabilities, damages, losses, costs, demands and expenses, including but not limited to attorneys’ fees, court costs, and fees for investigators, witnesses, arbitrators, or mediators, arising out of or resulting from: (i) the performance or failure to perform the Services; (ii) the condition of the Services; or (iii) any injury or damage to persons or property related to this Agreement, to the extent caused in whole or in part by the negligent acts, errors, or omissions of Provider, its officers, employees, agents, subconsultants, or anyone directly or indirectly employed by them or for whose acts they may be liable including but not limited to the Provider’s Agents, regardless of whether such claim, damage, loss, or expense is caused in part by an Indemnified Party.

B. This indemnity obligation shall not apply to the extent such claims, damages, or liabilities arise from the gross negligence or willful misconduct of SHARP. Nothing in this Section shall negate, abridge, or reduce any other rights or obligations of indemnity that would otherwise exist.

C. Notwithstanding anything to the contrary in this Agreement, Provider acknowledges and agrees that SHARP is a multi-entity program affiliated with separate legal ownership entities. Liability under this Agreement shall be limited solely to SHARP. No affiliate of SHARP not a signatory to this Agreement shall bear any liability under this Agreement. Provider expressly waives any claim to joint or several liability among SHARP and any SHARP affiliate.

D. The provisions of this Section, and the indemnity provisions of Section 4.2 and

4.3, shall survive the expiration or termination of this Agreement.

ARTICLE 6.

GENERAL PROVISIONS

6.1 Notices.

Except as expressly provided otherwise in this Agreement, any notice, consent, approval, demand or other communication required or permitted to be given hereunder (a "Notice") must be in writing and may be served by facsimile, in person, or by a nationally recognized overnight courier which requires written proof of delivery. Any such Notice shall be addressed to SHARP and Provider at the addresses set forth in the Initial Information

Any Notice sent by facsimile shall be effective upon confirmation of receipt in legible form, and any

Notice sent by a nationally – recognized overnight courier shall be effective on the date of delivery (or the date of refusal to accept delivery) to the party at its address specified above as set forth in the courier’s delivery receipt. Either party may, by Notice to the other from time to time in the manner herein provided, specify a different address for Notice purposes.

6.2 Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement and all other terms and provisions of this Agreement shall nevertheless remain in full force and effect.

6.3 Entire Agreement; Amendment.

This Agreement (including the Initial Information, and any exhibits, riders or schedules attached hereto) constitutes the entire agreement between the Parties. There are no other agreements, understandings, representations, or warranties, oral or written, relating to the subject matter hereof between the Parties. The Parties have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654) shall not apply to the interpretation of this Agreement. In the event any provision of any Exhibit attached hereto conflicts or is inconsistent with or different from any provision of this Agreement, the provisions of this Agreement shall prevail. This Agreement may not be amended, changed, or modified, in whole or in part, except in writing, signed by the Parties.

6.4 Rights of Third Parties.

Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity, others than the parties hereto, any right or remedies under or by reason of this Agreement. Notwithstanding the foregoing, the Partnership shall be a third-party beneficiary of this

Agreement.

6.5 Remedies Cumulative.

No right, power, or remedy given to SHARP by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy. Each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to SHARP by the terms of any such instrument, or by any statute or otherwise against Provider and any other person. Neither the failure nor any delay on the part of SHARP to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by SHARP of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

6.6 No Partnership or Joint Venture.

(a) Independent Contractor. Nothing contained in this Agreement shall be interpreted or understood by any of the parties or by any third person as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between SHARP and Provider or between SHARP and any of Provider’s Agents. Provider shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required by the terms of this Agreement. Provider has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agreement. Provider is not authorized to act on behalf of SHARP with respect to any matters except those specifically set forth in this Agreement.

(b) Provider's Employees and Agents. As an independent contractor, Provider shall be responsible for its own acts and those of its agents and employees, including Provider’s Agents, if any.

Provider shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and shall include requirements in each agreement that subcontractor shall be solely responsible for similar matters relating to their employees. SHARP shall not have any liability or duty to any person, firm, corporation, or governmental body for any act of omission or commission, liability, or obligation of Provider, whether arising from actions under this Agreement or otherwise. Nothing contained in this Agreement shall create or justify any claim against SHARP by any person that Provider may have employed or with whom Provider may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the performance of the Services, and Provider shall include similar requirements in any agreements entered into for the performance of the Services.

6.7 Time is of the Essence.

Time is of the essence in the performance of all terms and conditions of this Agreement.

6.8 No Waiver.

No waiver of any provision or breach of this Agreement shall constitute a waiver of any other provision or breach of this Agreement. Any failure by SHARP or the Partnership, at any time, to object to any breach of covenant or obligation, to any failure of performance, or to any other default on the part of Provider shall not constitute a continuing waiver of subsequent breaches or defaults. Payment by SHARP or Partnership to Provider shall not, under any circumstances including during any breach or default by Provider, be considered a waiver by SHARP of any of the terms of this Agreement. No payment for Services by SHARP or the Partnership while Provider is in breach or default of this Agreement shall in any way impair any right or remedy available to SHARP to such breach or default, including, without limitation, the right to withhold future payments.

6.9 Captions.

The headings or captions to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part thereof.

6.10 Governing Law.

This Agreement is governed by the laws of the State of California and shall be subject to the exclusive jurisdiction and venue of any federal or state court located in the County of Sacramento in the State of California, and any unenforceable provision shall be severable without affecting the remaining terms.

6.11 Counterparts.

This Agreement may be executed in one or more counterparts, whether by wet-ink, electronic, or scanned signatures, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

6.13 Conflict of Interest

No member of SHARP or its entities, officers, employees, or agents involved in contract oversight may have any personal interest in this Agreement. The Provider affirms that it has no existing conflicts of interest and will not acquire any conflicting interests during the Term. Upon request, the Provider must submit a conflict-of-interest statement in a form approved by SHARP.

[signatures on following page]

IN WITNESS WHEREOF, SHARP and Provider have executed this Agreement as of the date first above written.

[SHARP]

Sacramento Housing Authority Repositioning Program, Inc., a California nonprofit public benefit corporation

James Shields, President

[Provider]

Entity Name:

By:

Its:

EXHIBIT 1

INSURANCE REQUIREMENTS

(a) Without limiting Provider's indemnification obligations set forth in this Agreement, Provider shall purchase, and maintain in place at its sole expense on a continuous basis during the performance of the Services, insurance in the forms set forth below. This insurance will protect Provider from claims which may arise out of or result from Provider’s operations and completed operations under the Agreement, whether such operations are by Provider or by any Provider’s Agent or by a subconsultant, or anyone directly or indirectly employed by any of them. The insurance shall be provided by a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located.

The insurance shall be written for not less than the limits of liability specified below or required by law;

whichever coverage is greater. It shall include contractual liability insurance applicable to Provider’s obligations under Section 5.1 of the Agreement. Each policy shall contain a provision that the policy will not be canceled or allowed to expire or be materially changed or reduced until at least 30 days’ prior written notice has been given to SHARP.

(1) Worker’s Compensation Insurance. Provider shall obtain Worker’s Compensation insurance as required by California law and Employer’s Liability with a limit not less than $1,000,000 per occurrence. Such policies shall contain a waiver of subrogation on a form acceptable to

SHARP.

(2) Commercial General Liability Insurance. Provider shall obtain Commercial General Liability insurance written on an occurrence policy form including Blanket Contractual Liability (insuring the obligations assumed by Provider in the Agreement), Employees as Additional Insured, Completed Operations-Products Liability, Personal Injury Liability endorsement, Property Damage Liability including Broad Form Property Damage endorsement. "Claims-made" and "modified occurrence" policy forms are not acceptable. The minimum limits of liability shall be:

a. $1,000,000 Combined Single Limit per Occurrence Bodily Injury and Property Damage.

b. $2,000,000 General Aggregate Limit.

c. $1,000,000 Products and Completed Operations Aggregate.

Products and Completed Operations Insurance shall be maintained for a minimum period of three (3) years after final payment, and Provider shall continue to furnish evidence of such coverage to SHARP on an annual basis during the aforementioned period.

(3) Comprehensive Automobile Liability Insurance. Provider shall obtain

Comprehensive Automobile Liability insurance applicable to any owned, non-owned or hired vehicle in limits not less than the following:

a. $1,000,000 per occurrence Combined Single Limit of Bodily Injury and Property Damage Liability.

(4) Professional Liability Insurance. If Provider is performing any professional work, the Provider shall obtain errors and omissions insurance including full prior acts coverage, sufficient to cover any and all claims and suits arising out of all such work (or a retroactive date no later than the date on which Provider commences such work). The insurance limits shall not be less than $1,000,000 per claim and $2,000,000 annual aggregate. The policy shall include, without limitation, contractual liability coverage covering the obligations assumed by Provider in the Agreement. Provider shall maintain this coverage continuously in effect during the term of the Agreement and until all claims and suits arising out of such work are barred by the applicable statute of limitations and repose. In the event that Provider subcontracts any portion of Provider’s professional duties, Provider shall require any such subconsultant to purchase and maintain the insurance coverage as provide in this subsection. Approval by SHARP of any subcontractor shall not relieve Provider of the obligations of the foregoing.

(b) SHARP and such other persons and entities as may be designated by SHARP in writing, shall be named as additional insureds under the policies required by Sections (a)(2) and (a)(3) above, by way of endorsement acceptable to SHARP. The Additional Insured endorsement shall provide coverage arising out of both ongoing and completed operations. The endorsement must specify Provider as the named insured and shall include the policy number and expiration date. The additional insured endorsement shall provide that the insurance is primary insurance with respect to the interests of such additional insureds, and that any other insurance or self-insurance maintained by or available to the additional insured shall be excess and non-contributory with the insurance provided hereunder. The coverage provided to the additional insureds must be at least as broad as that provided to Provider and may not contain any additional exclusionary language or limitations applicable to the additional insureds.

The endorsement shall provide that no act or omission of an additional insured shall affect or limit the coverage otherwise provided.

(c) Certificates of insurance acceptable to SHARP or, at SHARP’s request, copies of policies, shall be filed with SHARP prior to commencement of the Services. This includes all endorsements and waivers of subrogation referred to above and waiver, endorsements, and certificates from all subcontractors. Each certificate and endorsement must have an original signature by an authorized agent of the respective insurers. When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, Provider shall supply SHARP with Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as was provided by the previous policy. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously placed, or the subsequent policy differs in any way from the previous policy, Provider shall also furnish SHARP with a certified copy of the renewal or replacement policy unless SHARP provides Provider with prior written consent to submit only a Certificate of Insurance for any such policy. All renewal and replacement policies shall be in form and substance satisfactory to SHARP and written by carriers acceptable to SHARP.

(d) In no event shall any failure of SHARP to receive certified copies or certificates of policies required under this Exhibit 1 or to demand receipt of such certified copies or certificates prior to Provider’s commencing the Services be construed as a waiver by SHARP of Provider’s obligations to obtain insurance pursuant to this Exhibit 1 or the Agreement. The obligation to procure and maintain any insurance required by this Exhibit 1 is a separate responsibility of Provider and independent of the duty to furnish a certified copy or certificate of such insurance policies.

(e) If Provider fails to purchase and maintain, or require to be purchased or maintained, any insurance required under this Exhibit 1, SHARP or Partnership may, but shall not be obligated to, (i) upon five (5) days’ written notice to Provider, purchase such insurance on behalf of Provider and shall be entitled to be reimbursed by Provider upon demand, or (ii) terminate this Agreement, and SHARP shall retain all remedies for breach of this Agreement. SHARP shall have the right to offset the cost of any such insurance, including without limitation, premiums, against any sums payable to Provider under this Agreement. If Provider fails to obtain insurance required by this Agreement, Provider shall fully indemnify, defend and hold harmless SHARP and its officers, directors, employees, and agents from any and all claims for which the required insurance would have provided coverage. The foregoing sentence survives any completion of Services and termination of this Agreement.

(f) Any aggregate limit under Provider’s liability insurance shall, by endorsement, apply to the Services separately.

(g) None of the requirements contained herein as to types, limits, and acceptability of insurance coverages to be maintained by Provider are intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Provider under the Agreement or at law, including without limitation, Provider’s indemnification obligations and liability in excess of the limits and coverages required herein. Neither receipt of certificates, endorsements, or polices showing less or different coverage than required, nor any other forbearance or omission by or for SHARP, shall be deemed a waiver of, or estoppel to assert, any right or obligation regarding the insurance requirements herein. Provider shall be solely responsible to pay any amount that lies within the deductible or self-insured retention of Provider’s insurance policies, regardless of the amount of the deductible or self-insured retention and regardless of the cause of the loss, injury or damage.

EXHIBIT 2

SCOPE OF SERVICES

EXHIBIT 3

PAYMENT SCHEDULE