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GENERAL TERMS AND CONDITIONS
<br />1. PAYMENT TERMS. The Contractor agrees to pay Q3 for satisfactory performance 1101. AGREEMENT TERMINATION. 11 the Customer should breach any provision of
<br />this Contractor's work a sum equal to that found on the opposite side of Ibis document in Agreement. become insolvent, cease doing business, or commit an act of
<br />bankruptcy, the project total box er per unit prices listed. Said work will be paid by the Contractor or i1 03 deems itself insecure, Q3, at its option and in addition to and
<br />without prejudice net 30 days from receipt of 03's invoice. 11 Conlraclor fails to pay 03 when payment to!5 any other remedies, may terminale the Agreement.
<br />due, the Contractor shall pay interest to 03 al the rale 011.5% per month (18%12. NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 03
<br />annually) beginning on the 31st day alter payment is due. MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE WORK,
<br />2. SCOPE OF WORK. 03 agrees to furnish all labor, materials, supervision, and other AND ANY REPAIR OR REPLACEMENT THEREOF, EXCEPT AS SET FORTH IN
<br />facilities required to do a completely integrated job in accordance with the items SECTIONS, AND THE PARTIES HERBY DISCLAIM ANY IMPLIED WARRANTIES OR
<br />described on the opposite side of this document. WARRANTIESREGARDING THE WORK, AND ANY REPAIR OR REPLACEMENT
<br />3. SCHEDULE OF WORK. Time Is of the essence. 03 shall provide Contractor with anyTHEREOF, IMPOSEDBY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY OR requested
<br />scheduling information Of 03's work. A Schedule of Work shall be preparedFITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM
<br />by the Conlraclor and may be revised as the Work progresses. Q3 recognizes that COURSE OF DEALINGOR USAGE OF TRADE, WHICH ARE HERBY DISCLAIMED AND
<br />reasonable changes may be made in the Schedule of Work and agrees to cooperaleWHlCH SHALL HAVE NO EFFECT UNDER THIS AGREEMENT. Correction of
<br />with the Contractor to accommodate these changes. 03 shalt coordinate its work withnonconformities in the manner and for the period of lime provided above consilule
<br />all other subcontractors, and suppliers on the Project so as not to delay or damage 03's sole and exclusive liability and Contractors sole and exclusive remedy for
<br />(heir performance, work, or the Project. detective Or nonoonlorming Work whelherclainls of the Contractor are based in
<br />4. CHANGES. Contractor, without nullifying this Agreement, may request 03 in writing contract, in tort (including negligence and shiotliabilily) or any other theory of recovery.
<br />to make changes 10 03's Work. Adjustments in the scope of work, the negotiated 13. ENFORCEMENT AND ATTORNEYS' FEES. Q3's failure al any time to require
<br />price and/or in contract lime resulting from such changes shall be set lonh in a strict performances by the Customer oI any provisions hereof, shall not waive or
<br />Change Order pursuant to the 03 Proposal. diminish 03's right to demand strict compliance (herewith or with any other provision.
<br />5. FAILURE OF PERFORMANCE. Should 03 fail to satisfy contractual deficiencies Waiver of any defaults shall not waive any other default, Should it become
<br />within len (10) working days from the receipt of Contractor's wrillen notice, then the necessary that Q3 employ an attorney to enforce any of the provisions of this
<br />Conlraclor shall have the right to terminate this agreement. Neither party will be liabieAgreemenl, to lake possession of any of the equipment, or to recover any sum of
<br />for its failure to perform under this agreement if such failure arises out of causes money due hereunder, Q3 shall be entitled to recover such reasonable Attorneys'
<br />beyond (heir control and without fault or negligences of such party. lees and expenses as shall be incurred in connection therewith,
<br />6. INSURANCE. Prior to the acceptance of this contract, 03 shall procure and mainlainl4. GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws
<br />in force for the duration of this contract, Worker's Compensation Insurance (at 01 the Slat: of Minnrsola and will be considered performable in- Ramsey County.
<br />statutory levels), Comprehensive Automobile Llabilly Insurance (not less Than Minnesota for venue purposes. Further, the customer and 03 stipulate that the
<br />51,000,000 per occurrence) and Comprehensive General Liability Insurance (not lessexclusive venue for any legal proceeding involving or touching upon the
<br />Agreement than $1.000,000 per occurrence and not less Than 52,000,000 in aggregate). or the equipment rented shall lie exclusively in - Ramsey County, Minnesota.
<br />Contractor shall be named as additional insureds on each of these policies, except 15. ENTIRE AGREEMENT, This document contains the entire and final agreement
<br />for Worker's Compensation. between the parties. 03's rights hereunder are cumulative and not alternative. No
<br />7. INDEMNIFICATION. Each party (the 'Indemnifying Party") shall indemnify, defend, representations, warranties, promises, guarantees, or agreements, oral or written,
<br />and hold harmless the other party and its alliliales and subcontractors of any tier, andexpress or implied, have been made by either party thereto with respect to this
<br />Me directors, officers, employees, agents, of each from and against any claim, Agreement, except as expressly provided herein. This Agreement may only be
<br />demand, action, fine, penally, liability, judgment, loss, damage, injury, cost and modified in writing, signed by the parries.
<br />expense, (including reasonable attorneys' lees) resulting from (a) injury to or death 16. ARBITRATION. All claims, disputes and other mailers in question arising out of of any
<br />person, or (b) damage to or toss or destruction of any real or tangible personator relating to this Agreement, or the breach thereof, may, al 03's sole option. be
<br />property, to the extent such claims are caused by the negligence or intentional decided by litigation or arbllradion. If 03 selects arbitration, it shall be conducted
<br />misconduct 0! the indemnifying Party. in accordance with theconstruction industry arbitration rules of the American
<br />S. WARRANTY. The Contractor warrants its work against deficiencies and defects in Arbitration Association then in effect and held in Ramsey County, Mlrn:esr, u.. Q3's
<br />workmanship and agrees to satisfy same for a period of Twelve (12) months from theelection to arbitrate shall be a specifically enforceable agreement to arbitrate.
<br />The date 01 work completion. award rendered by the arbitrators shall be final and conclusive, and judgment may
<br />9. MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES. The parties waive all claims be entered upon it in accordance with the applicable law in the Court
<br />having against each other for any consequential, incidental, special, exemplary, or punitive jurisdiction thereof.
<br />damages (including bul not limited to, loss of actual or anticipated profits, revenues 17. COMPLIANCE WITH LAWS. Customer agrees to comply with and conform to all
<br />or product; loss by reason of shutdown or nonoperation; increased expense of laws and regulations Of any government of pubtic body having jurisdiction relating
<br />manufacturing, operation, borrowing or financing; loss of use, productivity or shop m the maintenance, trse, inspection, operation, storage, erection, dismantling,
<br />space; or increased cost of capital), and regardless of whether any such claim ansesservicing or transportation of Equipment. Customer agrees to assume lull
<br />oul of breach of contract, guarantee or warranty, 1031 (including negligence and responsibility, and indemnify and hold harmless 03 for any and all losses, damages,
<br />professional negligence), product liabilily, indemnity, contribution, strict liability or anyexpenses, fines, forfeitures, seizures, confiscations, and penalties arising out
<br />of other legal theory, the violation of any such laws and regulations. In the event that any law or
<br />10. SAFETY. 03, its agents, employees. materialmen, and subcontractors will pedormregulalion shall require the installation orf any additional Equipment or accessories, all work on
<br />the project Ma sale and responsible manner, in particular, Q3 shall complyinciuding but not limited to, safety devices, or if any modification to Equipment is
<br />will all specific safely requirements promulgated by any government authority, required by law or regulation, Customer agrees to pay the lull cost thereof,
<br />including without limitation the requirements of the Occupational Safely and Health including installation expenses, and the cost of restoring equipment to its
<br />Act of 1970, the Construction Salety Act of 1969 and all standards and regulations original configuration, if required by 03.
<br />which have been or shall be promulgated by the party's or agency's employees,
<br />malerialmen and subcontractors, and shall directly receive, respond lo, defend, and
<br />be responsible for all citations, assessments, fines or penalties.
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