EXHIBIT A
Terms and Conditions

1. Owner to Furnish; Insurance. The Owner shall furnish and pay for any surveys or legal descriptions of the site upon which TowneScapes will perform the Work upon reasonable request from TowneScapes. The Owner further agrees to pay for all permits, approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities that arise in connection with the Work. If secured by TowneScapes, the costs of the foregoing will be passed through to the Owner in the Contract Price. Prior to beginning the Work, upon request of TowneScapes, the Owner will provide TowneScapes with a copy of the Owner’s property insurance policy showing coverage for property damage and liability claims. The Owner will be responsible for losses not covered by TowneScapes' insurance, including the amount of any deductible.
2. TowneScapes’ Reliance on Owner Representations. TowneScapes shall be entitled to rely on the accuracy of any information furnished by the Owner regarding the site upon which TowneScapes will perform the Work. The Owner agrees and acknowledges that TowneScapes shall not be held liable for any unknown or concealed conditions on the Owner’s property, including, without limitation, underground electrical, cable, telephone, drainage, irrigation, invisible fencing or plumbing lines or pipes.
3. Substantial Completion. Substantial Completion is the stage in the progress of the Work when the Work is sufficiently complete in accordance with the Contract such that the Owner can occupy or utilize the Work for its intended use.
4. Late Payment. If the Owner fails to pay TowneScapes any payments due under the terms of this Contract within 10 days of its due date, such amounts shall be deemed past due and TowneScapes may stop the Work without further notice with the Owner remaining liable to TowneScapes for all payments due up to the time the Work is stopped. If the Owner fails to pay TowneScapes any payments due under the terms of this Contract within 10 days of its due date, such amounts past due shall bear interest at a rate of 24% per annum or the highest rate permissible under Ohio law, whichever is less. If the Owner fails to pay TowneScapes any payments due under the terms of this Contract within 30 days of its due date, TowneScapes may terminate this Contract and the Owner will remain liable for all amounts past due and for all losses sustained by TowneScapes on materials, machinery, equipment or tools, overhead, profit, soft costs and damages. If TowneScapes is required to retain an attorney to collect any of the Contract Price, the Owner agrees to pay all of fees, costs and disbursements related to TowneScapes retaining such attorney.
5. Final Payment. The Owner’s payment of the Contract Price shall constitute a waiver of claims against TowneScapes except those arising from (A) liens, claims, security interests or encumbrances arising out this Contract, (B) failure of the Work to comply with the requirements of this Contract, or (C) terms of any warranties set forth in this Contract.
6. Financial Condition of Owner. The Owner represents to TowneScapes that the Owner has no plans to file bankruptcy or seek other protection from its creditors. The Owner represents and warrants to TowneScapes that the Owner is the owner of the property on which TowneScapes will perform the Work. If at any time TowneScapes reasonably believes that the Owner will not have sufficient funds to pay TowneScapes any payment scheduled to be due under this Contract, after 2 days written notice to the Owner, TowneScapes may stop the Work without further notice. If the Owner provides TowneScapes with evidence, satisfactory to TowneScapes in its sole discretion, of the Owner’s ability to meet all payment obligations, TowneScapes will resume the Work.
7. Termination. TowneScapes may terminate this Contract and recover from the Owner payment for all Work completed, and for all losses sustained by TowneScapes on all materials, machinery, equipment or tools, overhead, soft costs, profit and damages, if any of the following occur:
   1. 1. 1. Work has stopped for any reason for more than 7 days; and
         2. Any payment required pursuant to this Contract is over 90 days past due.
8. Hazardous Materials.
   1. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by TowneScapes, TowneScapes shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing. When the material or substance has been rendered harmless, the Work in the affected area shall resume upon written agreement of the Owner and TowneScapes. The time frame within which the Work was to be completed pursuant to this Contract shall be extended appropriately and the Contract Price shall be increased in the amount of TowneScape's reasonable additional costs of shutdown, delay and start-up, which modifications shall be accomplished as provided in Section 11 of this Agreement.
   2. To the fullest extent permitted by law, the Owner shall indemnify and hold harmless TowneScapes and its agents and employees from and against claims, damages, losses and expenses, including, without limitation, attorneys' fees arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 8(a) and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity.
   3. If TowneScapes is held liable for the cost of remediation of a hazardous material as a result of TowneScapes’ performance of the Work as required by the Contract, the Owner shall indemnify TowneScapes for all cost and expense thereby incurred.
9. Limited Warranty; Disclaimer of Other Warranties. If, within one year after the date of Substantial Completion of the Work, any of the Work is found to be not in accordance with the requirements of this Contract, TowneScapes shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given TowneScapes a written acceptance of any such condition. The Owner shall give such notice promptly after the discovery of such condition. If the Owner fails to notify TowneScapes of any condition within one year of Substantial Completion of the Work, such failure shall be deemed an acceptance of the condition and the Owner shall have waived this limited warranty. TowneScapes expressly disclaims any implied or other express warranties, including, without limitation, the implied warranty of merchantability and the implied warranty of fitness for a particular purpose.
10. Entire Agreement. There are no oral agreements between TowneScapes and the Owner. The Owner’s expectations regarding the Work have been included in this Contract.
11. Amendment; Modification. This Contract may be modified only upon written consent of the Owner and TowneScapes; provided, however, that (A) if TowneScapes encounters any concealed or unknown physical conditions that differ materially from what the Owner has represented to TowneScapes or from those conditions ordinarily found to exist during the course of performing the Work, TowneScapes may, upon notice to the Owner, reasonably and unilaterally modify the Work and/or the Contract Price accordingly, and (B) if TowneScapes determines in its sole discretion that additional materials, including, without limitation, asphalt or concrete, are needed to properly complete the Work, TowneScapes may, upon notice to the Owner, unilaterally modify the Contract Price up to ____% above its original amount (the “Maximum Price”) to reflect such additional amount of asphalt or concrete. Any modification that would exceed the Maximum Amount requires the written consent of the Owner and TowneScapes.
12. Force Majeure. The Owner agrees that TowneScapes is not responsible for delays in completion of the work due to weather, strikes, war, shortage or delay in obtaining materials, shortage or delay in labor or subcontracting, government regulations, court actions or any other cause beyond TowneScapes's control.
13. Arbitration. The Owner agrees that any claims it may have under this Contract shall be submitted to binding arbitration, in the Cincinnati, Ohio office of the American Arbitration Association. The arbitration proceedings will be conducted at that American Arbitration Association office and heard by one arbitrator according to the then current commercial arbitration rules of the American Arbitration Association. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and not by any state arbitration law.
14. Waiver of Consequential Damages. The Owner hereby waives any claims against TowneScapes for consequential damages arising out of the performance of this Contract, such waiver to include damages incurred by the Owner for losses of use, rental or other income, profit, financing, and business and reputation.