THIS AGREEMENT, made and entered into this day of , 2026 is by and between GAI Consultants, Inc., its directors, officers and employees located at 9998 Crosspoint Boulevard, Suite 110, Indianapolis, Indiana 46256 (hereinafter collectively referred to as “GAI”) and Delaware County, Indiana, located at 100 West Main St., Muncie, IN 47305, (hereinafter referred to as “CLIENT”).

WHEREAS, CLIENT is desirous of engaging GAI to provide certain professional services from time-to-time on a Work Order Basis, and

WHEREAS, GAI is agreeable to performing the professional services on a Work Order Basis under these terms and conditions,

WHEREFORE, the parties hereto do mutually agree as follows:

Article 1. Scope of Services - GAI shall perform its Scope of Services pursuant to the terms of this AGREEMENT.

Upon receipt of a request for services from CLIENT, GAI shall prepare and submit to CLIENT a proposed WORK ORDER.

Article 2. Compensation - GAI agrees to accept and CLIENT agrees to pay the compensation on either a time (hourly) and expense basis in accordance with GAI’s rates in effect at the time of performance, or a lump-sum basis as set forth in GAI’s WORK ORDER.

Article 3. Invoicing/Payment

1. GAI will submit invoices periodically, but not more frequently than every two weeks, for the Project Scope of Services performed during the period or upon completion of the Project, whichever is earlier.
2. Invoices are due and payable in U.S. dollars within 30 days from date of invoice. All charges not paid within 30 days are subject to a service charge of 1-1/2 percent per month or a fraction thereof, plus all costs and expenses of collection, including without limitation, attorneys’ fees. In addition, should CLIENT fail to pay any invoice within 45 days of the invoice date, GAI may, in its sole discretion, upon 3 days written notice to CLIENT, stop work and recover from CLIENT payment for all services performed prior to the work stoppage, plus all amounts for interest, penalties and attorney’s fees that may be recoverable under applicable law, including without limitation, prompt payment and/or lien laws. GAI will resume performance once CLIENT pays all outstanding amounts due plus any advance payment(s) or other security in GAI’s sole discretion deemed necessary.
3. CLIENT will be invoiced for all internal expenses, such as photocopy and photographic reproductions, postage, mileage, company vehicle rental, subcontracted services at direct cost plus a 10% handling and administrative fee, travel and lodging expenses on a per diem rate for all personnel that are required under the Scope of Services to remain away from their normal residence and for the cost of transporting materials, equipment, and/or personnel as required for proper performance of the Project on a mileage basis. If one of GAI’s field vehicles is required for the execution of the work, CLIENT will be invoiced for the vehicle on a rental basis or on a mileage basis, depending upon the vehicle.
4. Payments shall include the GAI invoice number and be sent to:
   GAI Main Lockbox Pittsburgh
   P.O. Box 71508
   Philadelphia, PA 19176-1508

Article 4. Changes - CLIENT and GAI may make additions to the Scope of Services by written Change Order. CLIENT may omit the Scope of Services previously by written instructions to GAI. The provisions of this AGREEMENT, with appropriate changes in GAI’s Compensation and Project Schedule, shall apply to all additions and omissions.

Article 5. CLIENT Responsibilities - CLIENT represents, with the intent that GAI rely thereon, that it has sufficient financial resources to pay GAI as agreed to in this AGREEMENT and, as applicable and necessary for GAI to perform its services. CLIENT will:

1. Provide all criteria and full information as to its requirements for GAI’s Scope of Services, including design or study objectives, constraints, first (1^st) and third (3^rd) party certification requirement(s), standards, or budget limitation(s).
2. Assist GAI by providing to GAI all available information pertinent to the Project and/or GAI’s services including the actual or suspected presence of hazardous waste, materials, or conditions at or beneath the Project site, record (“As-Built”) drawings and specifications, surveys, previous reports, exploration logs of adjacent structures and