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SUMMIT COMPANIES INSPECTION SERVICE AGREEMENT GENERAL CONDITIONS
<br />shall have the same meanings as those terms have in the Inspection Service Agreement.
<br />1. Payment If Client
<br />fails to pay the Fees within ten (10) days after the date the same is due and payable, Client shall automatically be assessed and shall pay a late charge equivalent to
<br />three percent (3%) of the amount of such late payment, together with interest on such late payment at the lower of the maximum rate allowed by applicable law or the
<br />rate of eighteen percent (18%) per annum.
<br />2. Changes. Any changes to the Services to be provided by Summit during the term of the Agreement are to be documented by a written change order or
<br />amendment signed by Summit and Client, which may include, among other terms, a change in the Fees.
<br />3. Taxes. Any taxes or other governmental charges related to the Agreement shall be paid by Client to Summit and shall be in addition to the Fees.
<br />4. Unavoidable Delays. To the extent any time period for performance by Summit applies, Summit shall not be responsible for any delays due to federal, state or
<br />municipal actions or regulations, strikes or other labor shortages, equipment or other materials delays or shortages, acts or omissions of Client, or any other events or
<br />causes beyond the control of Summit.
<br />5. Access. Client shall allow Summit to have reasonable access to the job location to allow the performance of the Services on the dates and at the times requested
<br />by Summit personnel.
<br />6. MECHANIC LIEN NOTICE. YOU ARE ENTITLED UNDER MINNESOTA LAW TO THE FOLLOWING NOTICE:
<br />(a) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN
<br />AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THEIR CONTRIBUTIONS.
<br />(b) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT
<br />DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120
<br />DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY
<br />7. Limitation of Liability and Remedies. The Services are not an insurance policy or a substitute for an insurance policy. The amount paid by Client for the
<br />Services is not sufficient for Summit to assume liability for loss or damage except as expressly set forth in this Agreement. In the event of any breach, default or
<br />negligence by Summit under this Agreement, Client agrees that the maximum liability of Summit shall not exceed $500.00 or an amount equal to the Fees,
<br />whichever is greater, and Client expressly waives any right to make any claim in excess of that amount. Further, Client waives any right to any claims for punitive,
<br />exemplary or consequential damages. Client shall provide Summit with reasonable notice of any claim and a reasonable opportunity to cure any alleged breach or
<br />default. Client shall indemnify, defend and hold Summit harmless from and against claims, actions, costs and expenses, including reasonable legal fees and costs,
<br />arising out of any injury, death or damage occurring on or about the job site unless caused by the gross negligence or willful misconduct of Summit.
<br />8. . If Client fails to pay any amount due to Summit as and when required, Summit shall have the right, but not the obligation, to immediately
<br />discontinue performing any Services and Summit may pursue any and all other rights and remedies, including the right to place a lien against the job site. In
<br />addition, Client shall be obligated to reimburse Summit for all reasonable legal fees and costs incurred by Summit in the enforcement of this Agreement.
<br />9. Binding Arbitration Agreement. Except as otherwise set forth in Section 8 above, in the event of any dispute between Client and Summit, whether during the
<br />performance of the Services contemplated under this Agreement or after, Client and Summit agree to negotiate in good faith towards the resolution of the dispute. If
<br />Client and Summit are unable to resolve the dispute within twenty (20) days after the date the dispute arises, then Client and Summit agree to resolve the dispute
<br />through binding arbitration. All disputes arising out of or relating to this Agreement including, without limitation, claims relating to the formation, performance or
<br />interpretation of this Agreement, and claims of negligence, breach of contract and breach of warranty, which are not resolved either through direct negotiation as
<br />provided above, shall be resolved by binding arbitration under the Construction Industry Arbitration Rules of the American Arbitration Association then in effect.
<br />This arbitration agreement will be governed by the Federal Arbitration Act and the Minnesota Uniform Arbitration Act. Arbitration will be commenced by written
<br />demand for arbitration filed with the American Arbitration Association and the notice of filing, together with a copy of the written demand for arbitration, be
<br />provided to the other party in accordance with the notice provisions of this Agreement. However, no arbitration or legal action will be commenced following
<br />expiration of the application statute of limitations or repose. Judgment on the arbitration award will be confirmed in any court with jurisdiction. Client and Summit
<br />agree that any subcontractor, material supplier, or sub-subcontractor may be made a party to the arbitration proceeding. Venue for the arbitration will be in Ramsey
<br />County, Minnesota. Summit expressly reserves all mechanics lien rights under Chapter 514 of the Minnesota Statutes and may take such other legal action as is
<br />needed to perfect such rights. The provisions contained in this paragraph will survive the completion of the Services and termination of this Agreement.
<br />10. Miscellaneous. The headings used herein are for convenience only and are not to be used in interpreting this Agreement. This Agreement shall be construed,
<br />enforced and interpreted under the laws of the State of Minnesota. Except as otherwise provided herein, jurisdiction and venue for the interpretation and
<br />enforcement of this Agreement shall be solely in the courts of the State of Minnesota located in Ramsey County, Minnesota. Each party waives the right to a jury
<br />trial. This Agreement may not be modified, amended or changed orally, but only by an agreement in writing signed by the parties hereto. Neither party shall be
<br />deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by such party. If any provision of this Agreement is
<br />invalid or unenforceable, such provision shall be deemed to be modified to be within the limits of enforceability or validity, if feasible; however, if the offending
<br />provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. This
<br />Agreement is not assignable by Client. This Agreement is the entire agreement between the parties regarding the subject matter of this Agreement; any prior or
<br />simultaneous oral or written agreement regarding the subject matter hereof is superseded by this Agreement.
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