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ArcStone <br />ArcStone Consulting Agreement and Customer Service Order <br />This Agreement is made on this _614/14 by and between, ArcStone Technologies Inc. of <br />2836 Lyndale Ave S, Ste. 132, Minneapolis, MN 55408 ("ARCSTONE"), and Minnesota Fire <br />Hire, Centennial Fire District_ ("CUSTOMER"). <br />WHEREAS, CUSTOMER desires to engage the services of ARCSTONE to perform for <br />CUSTOMER consulting services regarding the development, marketing, maintenance, and <br />hosting of its web site, brand image and/or system. <br />WHEREAS, ARCSTONE desires to consult with the CUSTOMER Board of Directors, Corporate <br />Officers, Employees and Contractors in regard to the foregoing, <br />NOW THEREFORE, itis agreed as follows: <br />1. TERM. The respective duties and obligations of the parties to this agreement shall be for <br />a period of twelve calendar months, starting on _6/4/14. The term may be extended <br />month to month as additional services are requested by CUSTOMER. <br />2. CONSULTING SERVICES. CUSTOMER shall retain ARCSTONE for work as outlined in <br />EXHIBIT A. The majority of the work will be performed at the ARCSTONE offices. <br />Additional hours may be authorized via a written or direct verbal request. <br />3. ARCSTONE will provide the following services: <br />Technical consulting, project management, programming, design services and / or search <br />marketing services as outlined in the attached project proposal. <br />4. LIABILITY. ARCSTONE shall not be liable to CUSTOMER, or any person or entity <br />claiming on behalf of a relationship with CUSTOMER for any acts or omissions of <br />ARCSTONE, its agents or employees, in the performance of services under this <br />agreement, unless such acts arise out of willful misconduct or gross negligence. <br />CUSTOMER shall hold harmless ARCSTONE, its agents and employees, from all liability <br />and/or obligations, costs, claims, judgments, attorneys' fees, or attachments arising out of <br />services performed for CUSTOMER under the terms of this Agreement. The maximum <br />liability of ARCSTONE under this Agreement will not exceed the fees paid by <br />CUSTOMER under this Agreement. <br />5. ASSIGNMENT. ARCSTONE may assign, transfer, subcontract or sublet any portion of its <br />work to others, provided that all agreed upon deadlines and standards of quality are met. <br />6. COMPENSATION. ARCSTONE shall receive from CUSTOMER for its services an hourly <br />fee of $145 and / or a monthly retainer per EXHIBIT A. In addition CUSTOMER shall <br />reimburse ARCSTONE for any reasonable out of pocket expenses incurred by <br />ARCSTONE in the course of performance under this agreement. ARCSTONE will submit <br />itemized billing statements of hours, services and expenses on the last day of the month <br />in which the work is performed. <br />7. PAYMENT TERMS. ARCSTONE requires a down payment of ($20,000) due upon <br />execution of the Consulting Agreement. ARCSTONE will then submit billing statements <br />of hours, services and expenses on the last day of the month in which the work is <br />performed. Payment will be due 15 business days from the date of the invoice. Invoices <br />ArcStone Consulting Agreement and Customer Service Order 1 of 6 <br />