Except with respect to any issues with payment to services provider, as described and noted in the compensation section of this agreement, Contractor shall on best efforts basis meet and exceed the obligations as herein described.

Contractor shall develop and cause the full and final completion of the SOW in a good and workmanlike manner, lien free and material defect free on or before the described timelines provided in Schedule A to a qualitative standard (including, without limitation, as to construction standards and materials) at least equivalent to the standard achieved at comparable residential resort projects of similar size with similarly situated amenities located, as evidenced by issuance of a final certificate of occupancy for all applicable components of the Project, provided all capital required is received in a timely manner as required hereunder.

Contractor shall deliver to Client copies of all draw requests and related materials required by Client for the disbursement of any portion of any funds. Client and Contractor must both agree to any objection to any such draw request and related materials whether it deviates from the project budget outlined in Schedule A or not.

Contractor will obtain all necessary but not limited to architectural contracts and drawings, insurance, surveys, permits including the location of all utilities, location of all easements, physical characteristics of the property required to conduct the SOW in its entirety and any other services reasonably requested by Client and agreed to by Contractor, (“Services”).

Contractor shall establish and maintain a review process, and keep Client reasonably informed thereof, with respect to approval of shop drawings and revisions to working drawings and specifications required by reason of: (1) design omission or error; (2) field conditions; (3) governmental review; or (4) changes requested by Client.

Contractor shall distribute (or cause to be distributed by the appropriate party) weekly to Client, minutes of weekly project meetings, if any and monthly to Client, as such documents are available:

Contractor will endeavor to protect the Project, itself, and Client from any physical harm thereto by obtaining standard commercial general liability insurance coverage pertaining to the Project.

Contractor will endeavor to protect the SOW from being halted from any potential cause by seeking out alternative plans of action offsetting any such halting of SOW, unless caused by non-payment to service provider and vendors through the explicit cause of Client.

Contractor will endeavor to protect the Project, itself, and Client from any employee or agent(s) thereof from claims due to bodily injury, and including death, to any worker on site or while in the paid employment as related to the Project or SOW by obtaining standard worker’s compensation insurance.

Contractor will endeavor to protect the Project, itself, and Client from damages to the Project property that may arise out of and during hours of the SOW or outside the hours of operation as part of this agreement, unless caused by Acts of God.

Contractor will warrant its workmanship of the service providers on the SOW and to the Project property it has been engaged to complete, for a period of 0 years following the completion of this agreement and or after the certificate of occupancy has been issued by the local building code enforcement authority, specifically the warrantee will include the habitability, occupancy, enjoyability, and intended use of the Project, notwithstanding damage or deterioration occurring from act of God or normal wear and tear.

Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless Client from and against all claims, damages, losses, expenses (including, but not limited to, reasonable attorney’s fees and expenses), liabilities, interest, obligations, court orders and judgments arising out of and/or resulting from the Project work attributable to personal injury or property damage (other than the Project work itself), but only to the extent caused by the negligent acts of the Contractor, anyone employed by it or its agents and anyone for whom the Contractor is responsible, regardless of whether such claim or damage is caused in part by any act, breaches, failure to act, omission, negligence, or fault of any of Client or Client’s agents or representatives. The foregoing indemnification shall be limited to the amount and type of damages, compensation or benefits payable by or for the Contractor’s benefit under Contractor’s insurance obligations hereunder.

Waiver of Consequential Damages. Contractor and Client waive claims against each other for consequential damages arising out of or relating to this Agreement.

Based upon the submittal of an “Application for Payment”, which shall be submitted no more frequently than every 0 weeks, Client shall pay to Contractor the amounts identified in the Application for Payment within 0 days after receipt of the Application for Payment. An Application for Payment shall be based on the estimated Project Cost (defined below) together with the fee for the period identified therein and shall be supported by a written progress report which summarizes the portion of the SOW performed during the period in question. Of the aggregated Contract Price herein described in Schedule A, % will be payable at the rate exhausting the entire %, on completion of the SOW’s Time Table notwithstanding delays caused by service providers or delays in supplies, or delays of payments to service providers and suppliers.

The remaining % shall be held as part of the contingency fund in favor of Client, who at its sole discretion will make the final distribution on determining the SOW being, in its entirety, complete and in alignment with the Time Table being met, notwithstanding delays caused by service providers or delays in supplies, or delays of payments to service providers and suppliers.

Any advances above to be incurred by Contractor shall be mutually agreed to by both Client and Contractor prior to such expense being incurred, with such expense being prepaid by Client prior to commencement of related activities.

This Agreement shall commence on the effective date hereof and shall remain in effect for the duration of the project and shall be extended by mutual agreement to other projects as identified by Client. In the event Contractor repeatedly fails to perform any of its obligations hereunder, repeatedly fails to pay its subContractors or material suppliers, or persistently performs non-conforming work in violation of the governing laws, or regulations or applicable safety standards, then Client may immediately order the stoppage of work on the Project. If Contractor is not then able to provide adequate assurances within 0 days to Client of its ability to timely correct all such deficiencies, then Client may terminate this Agreement. Upon termination, Client shall pay the Project Cost, including fee, incurred by Contractor through the date of the termination and no other amounts.

If Client fails to make payment as provided herein or otherwise materially breaches this Agreement, Contractor may, upon 0 days written notice with an opportunity for Client to cure during that 0 days period, terminate the Agreement and recover payment from Owner for the SOW executed, costs incurred by such termination, and reasonable profit on the SOW not executed.

The term “Project Cost” as used herein, shall apply after Acquisition pursuant to the Purchase and Sale Agreement and shall include, without limitation, all Services, general conditions, general requirements, materials costs (including without limitation furniture, fixtures and equipment), subcontract costs, architectural, design and/or engineering costs, labor costs, wages and salaries of supervisory and administrative personnel assigned to the Project, equipment, licenses, temporary protection and facilities, taxes, insurance, fees, laboratory or other testing, legal or related costs other than those arising from disputes between Client and Contractor, costs incurred during emergencies to protect persons or property, deposits necessary to secure labor or materials, supervision costs, costs to repair or correct the Work, permit costs, and any other costs (whether incurred by Contractor, its subContractors, its sub-subcontractors, material suppliers or otherwise) necessary to complete the SOW.

Prior to the beginning of construction, the Contractor shall provide Client with an estimate of the projected Project Cost (hereinafter the “Estimated Project Cost”). Client hereby understands and acknowledges that the Estimated Project Cost is merely a good faith estimate for use in budgeting and for determining the amount of the Construction Deposit and the Contractor shall in no way be bound thereto.

Client agrees to provide Contractor with copies of any invoices for material or labor which contributed toward the completion of the Project and paid for by the Client.

% of the Estimated Project Cost, shall contemporaneously herewith be deposited with Contractor to be applied towards the construction of the Project, as that term is defined herein below (hereinafter “Construction Deposit”). The Construction Deposit will be used during the project and may be applied towards any costs of labor or materials used during the construction of the Project, at the sole discretion of the Contractor. The Construction Deposit shall be applied as a credit to Client in equal installments in the final Applications for Payment or shall be returned to Client to the extent any funds are due to Client following the Audit Process (defined below). In the event of non-payment by Client or termination of the Agreement, Contractor shall be entitled to deduct any amounts due from the Deposit(s) and seek replenishment of the Deposit(s) from Client before proceeding with additional SOW.

Once Substantial Completion has been achieved, “Final Payment” shall only be due upon (i) final completion of all SOW in accordance with the plans and specifications (including all punch-list items), (ii) delivery of a final Certificate of Occupancy permit with all required sign offs from all applicable officials/agencies governing the Project, and (iii) delivery of all applicable manufacturers’ warranties and operating manuals.

Client shall pay each invoice, remitting the entire Invoice Amount to the Contractor, within 0 days of the receipt of each such invoice (“Payment Date”).

No later than with Contractor’s request for Final Payment, Contractor shall provide evidence sufficient to demonstrate that cash disbursements made by Contractor, or to be made, on account of the Project Cost equal or exceed payments already received by Contractor. Within 0 days of Contractor providing such evidence (“Final Accounting”), Client will review and report in writing on Contractor’s Final Accounting. Based upon the Final Accounting, Owner will either (a) approve the Final Payment, which shall be deducted from the Deposit(s) or paid separately to Contractor within 0 days, or (b) notify Contractor in writing that the payments already received by Contractor exceed the Project Cost plus fee, which, if correct, overpayments shall be returned by Contractor to Owner within 0 days upon such notification (collectively, “Audit Process”).

Upon Substantial Completion (defined below), Client shall prepare a “punch list” within business days. Upon receipt of the “punch list” from Client, the Contractor shall make every reasonable effort to substantially complete the items contained on the punch list to the extent that said items fall within the Plans and Specifications, or any amendments thereto, within 0 days of the receipt thereof.

There shall only be one (1) punch list. Client acknowledges that it is Client’s responsibility to diligently, carefully and completely prepare the “punch list” for delivery to the Contractor. Client further acknowledges that the Contractor has no obligation, whatsoever, to accept multiple amendments or counterparts to said “punch list” once it has been submitted to the Contractor.

Insurance on the Property and the existing structure is to be maintained by the Client, the cost of such will not be a part of and is excluded from the Project Cost.

Builder’s Risk or similar insurance policy may be taken out by the Contractor and paid for by the Client, as part of the Project Cost.

Risk of loss or damage to the Property by fire or other hazard is assumed by Client.

Client waives any rights or claims for damage to persons or property that it or any of its successors in interest or insurers may have against Contractor for any claim or action arising out of Contractor’s operations related to the Project or this Contract, but only to the extent that such rights or claims for damages are covered by a policy of liability, casualty, property or other insurance, regardless of who procures such insurance.

The Contract Documents consist of this Agreement, and any written amendments thereto, the plans and project specifications, all modifications, and change orders, all of which must be in writing and signed by both Contractor and Client to be deemed valid and enforceable.

This Agreement contains the complete agreement of the parties hereto and cannot be modified or amended except in writing and signed by both the Contractor and the Client.

No waiver by a party of any provision of this Agreement shall be deemed to have been made unless in writing and signed by such party.

Time is of the essence with respect to all time requirements set out in this Agreement.

Client acknowledges that any on-site inspections or entry upon the construction site by the Client, his guests, invitees, licensees, family or pets is done expressly at the Client’s risk.

All workmen, subcontractors, laborers or any person working on the Project shall only have contractual privity with the Contractor and not Client, and Client understands and agrees that Client shall have no right of control over any such workmen, subcontractors or laborers. Contractor has complete discretion over all material purchased for the Project, so long as same is consistent with the plans and specifications. All purchases made by Client must be coordinated through the Contractor.

All changes in the plans and specifications shall be made only by a written change order agreement, signed by both Client and the Contractor at the time of the execution of such change. Subcontractors, laborers, or salespersons representing the Contractor do not have authority to authorize changes to this construction job.

Change Order Summary with the Revised Contract Amount, Revised Project Fee and Updated Completion Date will be supplied with each new Change Order.

Change Orders unexecuted as of the Project Completion Date shall be deemed null and void.

No oral change orders shall be binding on the Parties hereto.