MASTER TERMS & CONDITIONS AGREEMENT

Pacific Electrical Services LLC

Pacific Contracting & Development LLC

This Master Agreement governs all proposals, bids, contracts, work authorizations, and construction agreements issued by

Contractor for residential, commercial, industrial, service, maintenance, property management, and new construction projects.

1. Scope of Work.

(a) Contractor shall perform only the work specifically described in the Scope section of this Proposal (the “Work”).

(b) No additional tasks, changes, or modifications shall be included unless approved in writing through a duly executed change

order; however, Contractor may proceed with additional work as reasonably necessary to maintain project progress, safety,

coordination, or code compliance, and such work shall be deemed a Change in Work and billable.

2. Change Orders.

(a) Any work not included in the Scope shall require a written and approved change order; however, all deviations, including

verbal directives, field conditions, or coordination requirements, shall constitute a Change in Work and shall be billable whether

or not a written change order is executed prior to performance.

(b) Pricing and scheduling may be adjusted accordingly based on the approved change.

(c) Contractor’s determination as to whether work constitutes a Change in Work shall be conclusive and binding unless clearly

demonstrated to be in error.

(d) Contractor shall not be required to provide signed change orders, time tickets, or additional documentation as a condition

precedent to payment.

3. Payment Terms.

(a) The party requesting and authorizing the Work (the “Owner”) shall pay Contractor the full Contract Price within thirty (30)

days of the invoice date unless otherwise agreed in writing.

(b) In the event of any conflict between these payment terms and those contained in any Owner, Property Manager, lender, or

third-party agreement, purchase order, or work authorization, the payment terms contained herein shall govern and control.

(d) Owner shall be responsible for all collection costs incurred by Contractor, including reasonable attorney’s fees, court costs,

administrative costs, expert fees, and collection agency fees.

(e) Contractor expressly reserves all mechanic’s lien rights available under Washington State law and may suspend or terminate

the Work for non-payment without penalty, liability, or prior notice.

(f) Title to all materials, equipment, and supplies furnished by Contractor shall remain with Contractor until full payment has

been received.

(g) For projects requiring multiple days or substantial labor or materials, Contractor may issue progress invoices based upon the

percentage of Work completed.

(h) Invoices for single-day service calls shall be due and payable upon receipt.

(i) Contractor’s right to payment is absolute and shall not be contingent upon payment from any third party, including lenders,

owners, or funding sources.

(j) Contractor shall not be required to finance any portion of the Work.

(k) Continuation of Work shall not constitute a waiver of Contractor’s right to payment.

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4. Time & Materials Work.

(a) Time & Materials work includes labor (including travel time), materials, equipment, supervision, project management, and

administrative time.

(b) All Time & Materials work shall be billed at Contractor’s standard rates.

5. Access & Scheduling.

(a) Owner shall provide safe and reasonable access to the work area.

(b) Scheduling shall commence after acceptance of this Proposal.

(c) Delays caused by inaccessible areas, other trades, weather, utility companies, or conditions outside Contractor’s control may

result in additional charges.

(d) Contractor shall retain sole control over means, methods, sequencing, and coordination of the Work.

6. Existing Conditions.

Contractor shall not be responsible for failures, defects, or issues with existing equipment, wiring, structural components, or

infrastructure not installed by Contractor.

7. Unforeseen Conditions.

Any concealed, hidden, or unknown conditions discovered during the Work may require additional labor, materials, or time and

shall be billed through a Change in Work.

Contractor makes no representation regarding subsurface or concealed conditions.

8. Coordination.

Owner shall be responsible for coordinating access, scheduling, or utility shutdowns unless otherwise stated in writing.

9. Cleanup.

Basic jobsite cleanup is included. Removal of debris or materials outside the scope is not included unless specifically stated.

10. Permits & Inspections.

(a) Contractor shall obtain required permits if necessary.

(b) Re-inspection fees or additional costs caused by conditions outside Contractor’s scope shall be billed to the Owner.

11. Warranty.

Contractor warrants workmanship for a period of one (1) year from completion. Manufacturer warranties apply to all materials

and fixtures.

Warranty excludes normal wear, misuse, or work performed by others.

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12. Exclusions.

Only items specifically listed in the Scope are included. No additional work is implied.

13. Safety.

All Work shall comply with OSHA and applicable State safety regulations. Work areas may be restricted during installation.

14. Material Ownership.

All materials shall remain the property of Contractor until the final invoice has been paid in full.

15. Proposal Validity.

This Proposal shall remain valid for thirty (30) days from the bid date.

16. Material, Labor & Fuel Escalation.

Material, labor, fuel, and freight pricing is subject to market conditions. Any increase exceeding five percent (5%) shall be added

to the Contract Price without requiring prior approval.

17. No Backcharges.

Owner shall not backcharge Contractor without prior written notice and a reasonable opportunity to cure.

18. Claims Deadline.

Any claim, dispute, or request for adjustment must be submitted in writing within ten (10) days or shall be deemed permanently

waived.

19. Lender / Third-Party Conditions.

No lender, bank, or third-party requirement shall delay payment, modify Contractor’s terms, or require Contractor to perform

work without compensation.

CUSTOM HOME / GENERAL CONTRACTING TERMS

20. Project Description

(a) Contractor shall furnish all labor, materials, equipment, supervision, and project management necessary to complete the Work

per applicable plans and codes.

(b) All work shall comply with applicable Washington State and local codes.

21. Contract Price

(a) Contract Price includes direct construction costs, overhead, and profit.

(b) Contract Price may be adjusted through Change Orders, escalation, or unforeseen conditions.

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22. Payment / Draw Schedule

(a) Payment shall be made per agreed draw schedule.

(b) Contractor is not obligated to proceed with work if payments are delayed or withheld.

23. Allowances

(a) Allowances are estimates only.

(b) Owner shall pay all costs exceeding allowance amounts.

24. Change Orders / Overages

(a) All changes must be approved; however, all additional work performed is billable regardless of written approval timing.

(b) Owner agrees to pay all overages.

25. Project Timeline

(a) Timeline is an estimate only.

(b) Contractor is not responsible for delays due to weather, inspections, supply chain, labor, utilities, or Owner decisions.

26. Utility & Site Conditions

Contractor does not guarantee location or condition of underground utilities or site conditions. All impacts are billable.

27. Substantial Completion & Punch List

(a) Substantial Completion is achieved when the project is suitable for occupancy or use.

(b) Punch list items shall not delay final payment.

28. Force Majeure

(a) Contractor shall not be liable for delays caused by events beyond its control including weather, supply chain disruptions, labor

shortages, utility delays, or governmental actions.

(b) Contractor shall be entitled to time extensions and additional compensation.

29. Governing Law & Venue

(a) This Agreement shall be governed by Washington State law.

(b) Venue shall be in Contractor’s county or, at Contractor’s sole option, the county where the Work is performed.

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(d) Contractor may elect venue at its sole discretion.

(e) Prevailing party is entitled to attorney’s fees and costs.

30. CONTRACT PRIORITY / TERMS CONTROL

(a) This Agreement, together with Contractor’s Proposal and incorporated Terms & Conditions, shall constitute the primary and

controlling agreement governing all Work performed by Contractor.

(b) Notwithstanding any provision contained in any Owner, lender, property manager, construction loan agreement, contractor

acknowledgment, purchase order, or third-party document, Contractor’s Terms & Conditions shall govern and control all

matters relating to:

• Scope of Work

• Payment obligations

• Change Orders

• Pricing adjustments

• Delays

• Risk allocation

• Dispute resolution

unless Contractor expressly agrees otherwise in a separate written document signed by Contractor.

• Requires Contractor to perform work without payment

• Conditions payment upon lender approval or funding

• Limits Contractor’s right to payment

• Restricts Change Order compensation

• Imposes scheduling liability outside Contractor’s control

and any such provisions are hereby expressly rejected and deemed void as applied to Contractor.

(d) Any Contractor acknowledgment, lender form, or third-party agreement executed by Contractor shall be deemed:

• Administrative in nature only

• Not a modification of Contractor’s Terms & Conditions

• Subordinate to this Agreement

unless specifically stated otherwise in a separate written amendment signed by Contractor.

(e) In the event Contractor signs any document containing conflicting language, such execution shall not constitute a waiver of

Contractor’s Terms & Conditions unless such waiver is:

• Explicit

• In writing

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• Specifically referencing the provision being waived

31. BUILDER APPROVAL & TERMS ACCEPTANCE

(a) Approval of Contractor by any lender, financial institution, or third party as a qualified builder, contractor, or vendor shall

constitute acknowledgment that Contractor’s Terms & Conditions govern the performance of the Work.

(b) By authorizing Contractor to proceed with Work following such approval, Owner and any participating lender acknowledge

and agree that Contractor’s Terms & Conditions shall apply to and govern all Work performed, regardless of any conflicting

provisions contained in any loan agreement, contractor acknowledgment, or third-party document.

acceptance of terms that:

• Limit Contractor’s right to payment

• Condition payment upon lender approval or funding

• Restrict Change Order compensation

• Impose liability for delays outside Contractor’s control

(d) Contractor’s Terms & Conditions shall remain in full force and effect unless expressly modified by a separate written

agreement signed by Contractor that specifically identifies the provision being waived.

(e) In the event of any conflict between Contractor’s Terms & Conditions and any lender, Owner, or third-party document,

Contractor’s Terms & Conditions shall control to the maximum extent permitted by law.

(f) Contractor’s continued performance of the Work shall not be deemed acceptance of any conflicting terms, and such

performance is expressly conditioned upon Contractor’s Terms & Conditions.

32. NO WAIVER / COURSE OF PERFORMANCE

Contractor’s failure to enforce any provision, delay in enforcement, or continued performance of Work shall not be deemed a

waiver of any rights, remedies, or provisions of this Agreement.

No course of performance, prior dealings, industry standards, or verbal statements shall modify or override Contractor’s Terms &

Conditions.

33. INDEMNIFICATION

To the fullest extent permitted by law, Owner shall defend, indemnify, and hold harmless Contractor, its members, employees,

subcontractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses, including

attorney’s fees, arising out of or related to:

(a) Owner’s breach of this Agreement

(b) Conditions at the project site not caused by Contractor

(d) Owner-directed work, design, or specifications

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34. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Contractor’s total cumulative liability arising out of or related to this Agreement shall not

exceed the total amount actually paid to Contractor for the Work.

Contractor shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to

loss of use, loss of profits, delay damages, financing costs, or business interruption.

35. NO CONSEQUENTIAL DAMAGES

Owner expressly waives any claim against Contractor for consequential, delay, impact, or economic damages of any kind.

36. INSURANCE & RISK OF LOSS

(a) Owner shall be responsible for maintaining any required property insurance, including builder’s risk insurance where

applicable.

(b) Contractor shall not be responsible for loss or damage to the Work caused by theft, vandalism, fire, weather, or other events

beyond Contractor’s control.

37. ENTIRE AGREEMENT

This Agreement, together with Contractor’s Proposal, Terms & Conditions, Lender Addendum (if applicable), and approved

Change Orders, constitutes the entire agreement between the parties.

No other documents, representations, or agreements shall be binding unless expressly accepted in writing by Contractor.

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LENDER ADDENDUM TO CONSTRUCTION AGREEMENT

Pacific Contracting & Development LLC

Pacific Electrical Services LLC

1. PURPOSE

This Addendum acknowledges project financing only and does not waive Contractor rights.

2. CONTRACT CONTROL

Contractor’s Terms & Conditions govern all Work.

3. PAYMENT PROTECTION

Payment is not contingent upon lender approval or funding.

4. CHANGE ORDERS

All Changes in Work are billable regardless of lender approval.

5. DRAW PROCESS

Contractor not bound by lender delays.

6. NO FIXED PRICE RELIANCE

Fixed price applies only to original scope.

7. NO WAIVER

Lender documents are administrative only.

8. REJECTION OF TERMS

Conflicting lender terms are rejected.

9. CONTINUED PERFORMANCE

Work does not equal acceptance of conflicting terms.

10. GOVERNING LAW

Washington law applies.

11. ACCEPTANCE

Owner acknowledges Contractor Terms remain controlling.

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12. MODIFICATION OF CONTRACTOR ACKNOWLEDGEMENT

(a) Contractor’s payment rights are absolute and not contingent on lender actions. (

b) Contractor may proceed with changes as necessary and bill accordingly.

(d) Contractor is not required to finance the project.

(e) Continued performance does not waive rights.

(f) This Addendum controls where conflicts exist regarding Contractor rights.

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ACCEPTANCE OF AGREEMENT

By signing below, the parties acknowledge and agree that this Master Terms & Conditions Agreement, together with

Contractor’s Proposal, all incorporated Terms & Conditions, and any applicable Lender Addendum, constitute a legally binding

agreement governing all Work performed by Contractor.

Owner acknowledges that:

• Contractor’s Terms & Conditions have been provided or made available

• Owner has had the opportunity to review such Terms

• Owner agrees to be fully bound by all provisions contained herein

Execution of this Agreement, authorization of Work, issuance of a purchase order, approval of a proposal, or acceptance of

services shall constitute acceptance of Contractor’s Terms & Conditions in full.

CONTRACTOR

Pacific Electrical Services LLC

Pacific Contracting & Development LLC

By: ________________________________

Name: Jayse Ohlson

Title: Managing Member

Date: ______________________________

OWNER

Owner expressly waives any claim that Contractor’s Terms & Conditions were not reviewed, received, or understood prior to execution.

By: ________________________________

Name: ______________________________

Title (if applicable): ______________________________

Date: ______________________________

ADDITIONAL OWNER (IF APPLICABLE)

By: ________________________________

Name: ______________________________

Date: ______________________________

OWNER ENTITY (IF APPLICABLE)

If Owner is a corporation, LLC, or other entity:

Entity Name: ________________________________

By: ________________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

PROJECT INFORMATION

Project Address: ________________________________

City / State: ________________________________

Proposal #: ________________________________

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