1. Definitions.

a. Work Area: The area of the work, service, or access to such area

b. Labor: The efforts of the Contractor personnel to provide Services

c. Services: The agreed to work, modification, installation, construction, or repair

d. Materials: The base product, medium, or other installed or fabricated system

2. Description of Services. Beginning on the date specified, Contractor shall provide services of Labor, Skill, and Ability to complete the project.

3. General. This proposal is subject to change without notice and is automatically withdrawn on the 5th day following the date of issuance if not accepted in writing and a copy of this proposal returned to The Contractor. If the Client cancels this Agreement prior to the start of work, Client is liable for 20% of the total Agreement price as liquidated damages, as Contractor is unable to accurately measure its damages for the cancellation of the Agreement. By executing this Agreement, Client and Contractor agree that the liquidated damages amount is not a penalty. Contractor reserves the right to withdraw this proposal at any time prior to its acceptance or to cancel this Agreement prior to commencing work if the cost to complete the work varies from the initial standard pricing due to a typographical or mathematical error. As used in this Agreement, (a) the word "or" is not exclusive, (b) the word "including" is always without limitation, (c) "days" means calendar days and (d) singular words include plural and vice versa.

4. Scope of Work. The Contractor will provide all services, and labor for the construction or alteration of the design described in the attached Estimate, Job or Invoice at the property of Client located at the Worksite specified by the Invoice. This includes necessary labor, and all required tools and machinery needed for completion of construction unless specified otherwise. The Contractor is only responsible for furnishing Services and Materials detailed in the Estimate or Invoice, but not related to landscaping, grading, walkways, painting, sewer or water systems, steps, driveways, patios and aprons, etc., unless they are specifically agreed to in writing. All extra work, under $250.00 or 5% of the contract, whichever is greater, will be considered 'de minimus' and not require a Change Order for completion or addition to contract.

5. Plans, Specifications and Construction Documents. Client will make available to The Contractor all plans, specifications, drawings, blueprints, and similar construction documents necessary for The Contractor to provide the Services described herein. Any such materials shall remain the property of Client. The Contractor will promptly return all such materials to Client upon completion of the Services.

6. Compliance with Laws. The Contractor shall provide the Services in a workmanlike manner, and in compliance with all applicable federal, state and local laws and regulations, including, but not limited to all provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, and the Federal Family and Medical Leave Act.

7. Work Site. Client warrants that Client owns the property herein described and is authorized to enter into this contract. Prior to the start of construction, Client shall provide an easily accessible building site, which meets all zoning requirements for the structure, and in which the boundaries of Client's property will be clearly identified by stakes at all corners of the property. Client shall maintain these stakes in proper position throughout construction.

8. Access. Client shall provide the Contractor with adequate access to electricity and other utilities as needed, the work site, and the work area adjacent to the structure. Contractor disclaims any and all liability for the grading, leveling, or slope or construction of the roof deck, the roof system, structure and/or appurtenances. Client represents to the Contractor that all of the existing surfaces are suitable to receive the materials identified in the scope of the work. Client shall provide Contractor with access to deliver and/or remove materials and debris. Prior to the commencement of work, Client shall provide access to the interior of the structure, upon reasonable notice by the Contractor, to inspect the premises for stains, ceiling damage and/or structural damage. Contractor shall not be responsible for any preexisting stains, ceiling damage and/or structural damage. Client shall provide Contractor with all information necessary to prepare the Notice of Commencement. Client and/or Client shall hold harmless and indemnify the Contractor from all damages, liabilities, attorney's fees and other expenses incurred as a result of the Client and/or Client's failure to fulfill its obligations under this paragraph.

9. Materials and/or Labor Provided. The Contractor shall provide the Services and Materials as described in the Estimate or Invoice and shall only deviate upon instructions from the Client.

10. Owner Supplied Materials. At the request of the Client, Contractor may utilize Owner Supplied Materials. Any materials used by the Contractor will not be warranted by contractor. Any delays, slowdowns, or losses incurred by the contractor will be charged directly to the Client, payable upon invoice.

11. Payment. Payment shall be made to The Contractor. Client agrees to pay the total sum as listed on the invoice. Client shall make payment to Contractor as follows, unless stated otherwise herein: Client shall pay 50% of the total agreement amount as a deposit to the Contractor. Client shall pay the remaining balance IN FULL to the Contractor within (1) day from SUBSTANTIAL COMPLETION of the work. Financing must be approved before the project commences and materials are delivered. By executing this Agreement, Client authorizes the Contractor to perform a credit check on Client. Client shall pay interest at the rate 1.5 % per month (ANNUAL PERCENTAGE RATE OF 18%), unless otherwise required by law, on the balance of any and all unpaid amounts. A transaction fee of 3.5% will be added for all credit card payments. Credit systems on file will be charged if other payment options are not satisfied upon SUBSTANTIAL COMPLETION of the contracted work. Payments received shall be applied to interest on all outstanding invoices and then to the principal amount of the oldest outstanding invoices. The total Agreement amount, including the charges for charges/extras outside the scope of work identified herein, shall be

payable to Contractor in accordance with the Agreement. No portion of the agreed upon payment may be withheld, back charged, or used as a setoff of the agreed upon payment amount without the written consent of Contractor. Client acknowledges and agrees that they have an independent obligation to pay the Contractor. If Client does not make payment, Contractor shall be entitled to recover from Client all costs of collections incurred by Contractor, including attorney's fees, cost, and expenses incurred whether or not litigation is initiated. Collection matters may be processed through litigation or arbitration at Contractor's sole discretion. If there is an increase in price of materials charged to the Contractor in excess of two (2%) percent, subsequent to making this Agreement, then the price set forth in this Agreement shall be increased without the need for a written change order or amendment to the Agreement to reflect the price increases and additional direct cost to the Contractor. Contractor shall submit written documentation of the increased charges to the Client. If the Client fails to pay Contractor in accordance with this Agreement, then the Contractor may, at its sole discretion, suspend performance of all work, suspend shipments and/or warranties until full payment is made, and/or terminate the Agreement. If a suspension occurs that is not caused solely by the Contractor, the Agreement sum shall be increased by the amount of the Contractor's reasonable costs of shutdown and delay and start-up. The parties acknowledge and agree that the substitution of materials and price adjustments may be required based on changes in material availability and the cost to obtain and deliver materials to the project between the date of this Agreement and the delivery date. In such event, Contractor and Client shall work together in good faith to identify substitute materials that are similar in price and quality and that do cause an increase to the agreement amount. If the Client selects substitute materials that increase the Agreement amount, then the agreement will be adjusted to reflect the additional cost incurred by the Contractor to purchase and deliver the materials. The Contractor will not provide a refund for specially ordered materials. In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, The Contractor has the option to treat such failure to pay as a material breach of this Contract and may cancel this Agreement and/or seek legal remedies.

12. Cancellations. Cancelations should be timely and within reason. If Contractor cancels for cause, a refund due will be issued within 10 business days. Client must cancel within 24 hours of the deposit to request a full refund. Credit Card Deposits refunded will be charged a 3.5% processing fee. Refunds are subject to any and all expenses incurred, including loss of labor hours and administration charges.

13. Term. The Contractor shall commence the work to be performed within 30 days of the date specified on the Invoice and shall complete the work on or before any deadlines specified on the Invoice, time being of the essence of this contract.

14. Notice of Completion. Upon completion of the project, Client agrees to sign a Notice of Completion within ten (10) days after the completion of the contract. If the project passes its final inspection and Client does not provide the Notice, The Contractor may sign the Notice of Completion on behalf of Client.

15. Permits. The Contractor shall apply for and obtain permits the building permit as required. If any other necessary permits and licenses required by the local municipal/county government to do the work, the cost of doing so thereof shall be added to the Payment to The Contractor under this Contract.

16. Insurance. Before work begins under this Contract, The Contractor shall furnish certificates of insurance to Client substantiating that The Contractor has placed in force valid insurance covering its full liability under the Workers' Compensation laws of the State of Michigan and shall furnish and maintain general liability insurance, and

applicable builder's risk insurance for injury to or death of a person or persons, and for personal injury or death suffered in any construction related accident and property damage incurred in rendering the Services.

17. Confidentiality. The Contractor, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Contractor, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. The Contractor and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

18. Warranty. The Contractor warrants all workmanship for a period of 18 months after completion date. All materials are warranted by their specific manufacturer warranty, including any labor warranties. Material warranties not covering Labor will be honored with the stipulation of a new contract to provide for Labor and Incidental costs. The Contractor shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in The Contractor's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to The Contractor on similar projects. The Contractor shall perform Services in conformance with the plans, specifications, and any breakdown and binder receipt signed by The Contractor and Client. Color choices, aesthetic design, or material substitutions demanded by the Client are not subject to warranty or other provisions under this contract and may incur additional costs.

19. Free Access to Worksite. Client will allow free access to work areas for workers and vehicles and will allow areas for the storage of materials and debris. Driveways will be kept clear for the movement of vehicles during work hours. The Contractor will make reasonable efforts to protect driveways, lawns, shrubs, and other vegetation. The Contractor also agrees to keep the Worksite clean and orderly and to remove all debris as needed during the hours of work in order to maintain work conditions which do not cause health or safety hazards.

20. Site Conditions. Should the Contractor discover concealed or unknown conditions in the existing structure that vary from those conditions ordinarily encountered and generally recognized as inherent in the character identified in this Agreement, then the Agreement amount shall be equitably adjusted upon notice thereof from the Contractor to the Client.

21. Utilities. Client shall provide and maintain water and electrical service, connect permanent electrical service, gas service or oil service, whichever is applicable, and tanks and lines to the building constructed under this Agreement after an acceptable cover inspection has been completed, and prior to the installation of any inside wall cover. Client shall, at Client's expense, connect sewage disposal and water lines to said building prior to the start of Services, and at all times maintain sewage disposal and water lines during construction as applicable. Client shall permit The Contractor to use, at no cost, any electrical power and water use necessary to carry out and complete the work.

22. Pets. All pets, animals, or other non-human organisms shall be effectively out of the work area and not allowed any access to the work area where Services are to be performed. Animal excrement of any type will be removed by the Client prior to Services start. Any excrement removal provided by The Contractor will be charged at an hourly rate of Service, and considered “Emergency Services”

23. Human Interference. All Humans, including the Client, should maintain a safe distance from all Services. The Contractor shall not be responsible for any injury, illness, or death relating to the Service or providing such Service. The Client will provide necessary work site security that prohibits the crossing of any human.

24. Restrictions and Requirements. Contractor shall carry worker's compensation, automobile liability, commercial general liability and any other insurance required by law. In the event that state, county, or municipal codes or regulations require work not expressly set forth in this Agreement, or that differs materially from that generally recognized as inherent in work of the character provided for in this Agreement, all extra cost for Contractor's labor and materials shall be the sole obligation of the Client. Prior to executing this Agreement, Client shall notify Contractor in writing of all property and deed restrictions and/or covenants that relate to or restrict the improvements contained in this Agreement. Contractor shall not be responsible for work performed that does not comply with or conform to the property restrictions or covenants. Client shall pay Contractor for all work performed in violation of any covenants or restrictions if Client failed to notify Contractor in writing prior to executing this Agreement.

25. Client Protection of Property. Client shall be solely responsible for any damage to curbs, walkways, driveways, structures, septic tanks, HVAC, utility lines, pipes, landscaping, appurtenances, or other real or personal property, including pets and livestock at the project location during construction. Contractor shall not be responsible for damage of any kind in or on the property due to the performance of Contractor's work on the property. Contractor shall not be responsible for any damage caused by dust or debris caused by Contractor's work. Contractor shall not be responsible for damage to person(s) or property caused by materials or debris on the property. Client shall take the appropriate precautions to protect the property and to avoid damages or injury caused by nails. Contractor's warranty does not include roof tile slippage on a mortar or foam type tile roof system on roofs with a pitch greater than 4/12 that are not mechanically fastened. Contractor's warranty does not include any acts of god, intentional or accidental damage by any party or person, or other instance not specifically outlined in warranty documentation. Client agrees that under no circumstances shall Contractor be held liable for water intrusion that occurs from the date Contractor commences work on the project through the date of completion of such work. Client shall be responsible for removing, installing, and re-posting satellite dish(es), solar panel(s), lightning rod(s), etc. Client shall be responsible for damage to lighting fixtures, mirrors, pictures, frames, and other such items not customarily permanently affixed, as these items can fall if not firmly attached to the wall or ceiling. Client shall secure and protect all personal items in advance of construction and shall protect or remove all wall hangings until work is complete. Contractor shall not be responsible for lost, stolen, or damaged personal items or wall hangings. Unless otherwise specified, there is no specific completion date for Contractor's work. Contractor will perform the work within a reasonable time and in a workmanlike manner. The cost for testing and abatement of asbestos and lead is the sole responsibility of the Client. As part of the construction process, odors and emissions from materials and products will be released and noise will be generated. Client shall be responsible for indoor air quality during the work and shall hold the Contractor harmless, indemnify, and defend Contractor from any and all claims, actions, proceedings, and complaints arising out of or related to fumes, odors, and/or the indoor air quality during the contractor’s performance of the work. If the Client requests Contractor to install permanent safety systems, Client hereby authorizes Contractor and its subsidiaries, affiliates, employees, agent suppliers, and subcontractors to have sole access to use the safety systems during Contractor's performance of the work. Accordingly, Client hereby releases, acquits, and forever discharges, and shall indemnify and defend Contractor from any and all claims, demands, damages, rights, and causes of action of every kind, nature and description whatsoever, arising out of, or by reason of, or in any manner connected with the unauthorized use of the safety systems by the Client or third party.

26. Choice of Law, Venue and Attorney's Fees. This Agreement shall be governed by the laws of the State of Michigan. Venue of any proceeding arising out of this Agreement shall be Hillsdale County, Michigan. The non-prevailing party in any legal or equitable action arising out of or relating to this Agreement including arbitration, administrative, appellate and/or bankruptcy proceedings shall reimburse the prevailing party on demand for all attorney's fees, costs, and expenses incurred by the prevailing party in connection with the action.

27. Arbitration. If a dispute shall arise between Contractor and Client with respect to any matters or questions arising out of or related to this Agreement or the breach thereof, such dispute, other than collection matters, shall be decided by arbitration administered by and in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in any Court having jurisdiction thereof. In the event there is litigation over the enforcement of a collection matter or lien, the parties KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALY WAVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF OR PERTAINING TO THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBALOR WRITTE) OR ACTIONS OF ANY PERSON OR PARTY RELATED TO THIS AGREEMENT; THIS IRREVOCABLE WAVEROF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTERINTO THIS AGREEMENT.

28. Damage Limitation. In no event, whether based on contract, warranty (express or implied), tort, federal or state statute or otherwise arising from or relating to the work and services performed under the Agreement, shall Contractor be liable for special, consequential, punitive, or indirect damages, including loss of use or loss of profits. Contractor and Client agree to allocate certain of the risks so that, to the fullest extent permitted by law, Contractor's total aggregate liability to Client is limited to the dollar amount of the Agreement for any and all injuries, damages, claims, expenses or claim expenses including attorneys' fees arising out of or relating to this Agreement regardless of whether it is based in warranty, tort, contract, strict liability, negligence, errors, omissions, or from any other cause or causes.

29. Warranties. Unless otherwise provided: THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All warranties/guarantees provided by Contractor, if any, shall be deemed null and void if Client fails to strictly adhere to the payment terms contained in the Agreement. All warranties/guarantees, if any, provided under the Agreement are solely for the original Client and are non-transferable, unless otherwise agreed to by Client and Contractor in writing. Any express warranty provided, if any, by Contractor is the sole and exclusive remedy for alleged construction defects, in lieu of all other remedies, implied or statutory. Warranties to be issued upon completion and full payment of this Agreement. If there is a breach in the applicable Manufacturer's warranty according to the stated terms and conditions of the warranty supplied, at that moment, this would simultaneously void Contractor's warranty and all of Contractor's responsibility and liability to correct, supplement, rectify, fix, etc. any and all issue(s) as a result of the breach in the Manufacturer's warranty.

30. Claims. It is Client's duty to notify Contractor in writing within three (3) days of the occurrence of any claim, defect, or deficiency arising out of work, services or materials provided by the Contractor under this Agreement ("Occurrence"). Failure of the Client to provide written notice of the Occurrence shall result in the Client waiving all claims that may be brought against Contractor arising out of, or relating to, the Occurrence, including claims arising in law, equity, contract, warranty (express or implied), tort or federal or state statutory claims.

31. Acts of God. Contractor shall not be responsible for loss, damage or delay caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, weather, accidents, fire, vandalism, federal, state or local law, regulation or order, strikes, jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment, or labor, changes in the work and delays caused by others. In the event of these occurrences, Contractor's time for performance under this proposal shall be extended for a time sufficient to permit completion of the work.

32. Surveillance and Security. Contractor will be granted any use of cameras or other digital recording means within property lines for use. The Client will not distribute, reuse, use, maintain, or record by any means any Contractor operations, equipment, personnel, or work at any period from the start of the project until the completion of the project.

33. Client Delay. The Parties agree that the Contractor should be permitted to execute its work without interruption. If Contractor's work is delayed at any time by any act or neglect of Client and/or Client's representatives, employees, agents, guests, or invitees, or any other contractor employed by the Client, or by any changes ordered in the work, then Contractor shall be reimbursed or paid for all additional costs or damages incurred as a result. This shall include damages related to lost use of equipment caused by the delay.

34. Disclaimer. Contractor disclaims all liability for all claims, disputes, rights, losses, damages, causes of action or controversies ("Claims") pertaining to mildew, algae, fungus, mold, and/or other indoor air allergens ("Mold") including Claims arising out, or relating to, the detection, removal, disposal, or remediation of Mold, whether those Claims arise in law, equity, contract, warranty, tort, or federal or state statutory claims, and whether those Claims are based on the acts or omissions of Contractor or individuals or entities under Contractor's control. The Client is solely liable and responsible for all damages, whether actual or consequential, caused by Mold and incurred by Client, Contractor or third parties, and agrees to indemnify and hold harmless Contractor from any and all Claims arising out of or relating to Mold.

35. Working Hours. The proposal is based upon the performance of all work during Contractors regular working hours, excluding weekends and National holidays. Extra charges will be made for overtime and all work performed other than during Contractor's regular working hours if required by Client.

36. Materials. All materials and work shall be furnished in accordance with normal industry tolerances for color, variation, thickness, size, weight, amount, finish, texture and performance standards. Specified quantities are intended to represent an average over the entire work area. Contractor is not responsible for the actual verification of technical specifications of product manufacturers, i.e., R value, ASTM or UL compliance, but rather the materials used are represented as such by the manufacturer. Metal roofing and especially lengthy flat span sheet metal panels will often exhibit waviness, commonly referred to as "oil-canning." Oil-canning pertains to aesthetics and not the performance of the panels and is not controlled by the Contractor. Contractor is not responsible for oil-canning or aesthetics. Oil-canning shall not be grounds to withhold payment or reject panels of the type specified. Title to roofing products passes to the Client when said products are delivered to the job site. In the event of impending high wind conditions, hurricanes, tornados, or other adverse weather conditions, if Contractor is requested to remove/reposition product from/on the job site, Contractor shall use its reasonable efforts (subject to weather conditions, life/safety concerns and manpower/equipment constraints) to comply with the request. Client agrees to promptly pay Contractor for these extra services. Contractor is not responsible for defective products if Contractor did not know such products were defective prior to the installation of same. As such, Contractor is not responsible for any costs, damages, claims, etc., associated with any remediation of supposed harm caused by a defective product. A defective product shall not be grounds to withhold payment or reject the work performed by Contractor.

37. Construction and Interpretation. Each provision of the Agreement shall be construed as if both parties mutually drafted this Agreement. If a provision of this Agreement (or the application of it) is held by a court or arbitrator to be invalid or unenforceable, that provision will be deemed separable from the remaining provisions of the Agreement, will be reformed/enforced to the extent that it is valid and enforceable, and will not affect the validity or interpretation of the other provisions or the application of that provision to a person or circumstance to which it is valid and enforceable. Headings are for convenience only and do not affect interpretation. This Agreement records the entire agreement of the parties and supersedes any previous or contemporaneous agreement, understanding, or representation, oral or written, by the parties. All documents/exhibits referred to in this Agreement are an integral part of the Agreement and are incorporated by reference. This Agreement incorporates the documents entitled “Proposal/Contract”, “Work Authorization” (if applicable), and "Statutory Disclosures”, as well as any other document signed by both parties as part of this Agreement. Client represents that it has read and fully understood the Contract Documents, or has had an opportunity to consult with counsel, prior to executing this Agreement. In the event of a conflict between this Agreement and any other Contract Document, the order of precedence is Work Authorization (to the extent it exists) followed by these terms and conditions.

Roofing Addendum:

1. Unforeseen Decking Lines. Installation of a new roof to the deck area of the building requires nails and/or screws to be inserted into the deck area. By code, electrical, telephone and security wiring and air conditioning wiring and lines should not be installed directly beneath the roof deck. If Client is aware of these or any other such lines, Client must notify Contractor immediately as the Contractor will not be responsible for the puncture of improperly installed lines or lines within three inches of the roof deck. Client accepts full responsibility for any repair or replacement that may be necessary.

2. Sealed Area Liability Exclusion. Contractor shall not be liable for any roof or structural related issue arising out of, or relating to, combining a sealed attic system with a self-adhered underlayment, and Client agrees to indemnify and hold harmless Contractor for any and all damages arising out of said condition.

By Mutual Agreement, the parties agree that this contract shall be binding upon execution.

For the Contractor:

JRV Builders LLC

Jennifer VanWye