TERMS OF SERVICE

KELLY LARSON CONSTRUCTION, INC. TERMS AND CONDITIONS

By signing the estimate (the “Estimate”) to which these Terms and Conditions (these “Terms,” and together with the Estimate, the “Agreement”) are attached, the contractor or customer who has signed the Estimate (“Customer”) acknowledges reviewing the Estimate and these Terms and agrees to be bound by both. Any reference to “hereunder” or words of similar meaning shall mean a reference to the Agreement in its entirety. The Agreement shall become effective once signed by Customer and accepted by Kelly Larson Construction, Inc., a Utah corporation (“Larson Construction”).
Customer agrees to pay Larson Construction for the materials and services Larson Construction provides to Customer under the Agreement. Customer shall pay Larson Construction the entire amount set forth on the Estimate and all amounts due with respect to additional materials and services provided hereunder upon receipt of Larson Construction’s invoice. If the entire amount owed is not paid within 30 days of it becoming due, a finance charge in an amount equal to 2% of the outstanding balance shall be assessed at such time and each month thereafter (the equivalent of a 24% annual finance charge), and Customer shall be liable for all collection costs incurred by Larson Construction in connection therewith (including attorneys’ fees), until all outstanding amounts owed to Larson Construction hereunder, including all collection costs, have been paid to Larson Construction.
All changes to Larson Construction’s work hereunder and the applicable price of such work shall be agreed upon by Larson Construction and Customer, whether orally or in writing, prior to Larson Construction’s performance of the work applicable to such change. Unless otherwise mutually agreed, all additional services will be provided at Larson Construction’s then current hourly rate, which shall be no less than $65.00 per hour, plus the cost of any materials. Customer agrees that Larson Construction is entitled to payment for all materials and services Larson Construction provides in connection with any changes to the Estimate requested by Customer as if such materials and services were part of the Estimate and that Customer will pay Larson Construction for such materials and services in accordance with this Agreement even if a separate written agreement has not been entered into by the parties for the provision of such additional materials and services.
All materials provided by Larson Construction will be of good quality, and Larson Construction will provide all services in a good and workmanlike manner, consistent with generally accepted industry standards. OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION, LARSON CONSTRUCTION MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF DESIGN, CONDITION OR QUALITY, OR ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, RELATED TO ANY OF THE MATERIALS AND/OR SERVICES LARSON CONSTRUCTION PROVIDES HEREUNDER, AND LARSON CONSTRUCTION HEREBY EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES. Customer hereby acknowledges and accepts such disclaimer and hereby waives any and all rights Customer may have by virtue of the representations and warranties disclaimed.
Customer shall obtain and maintain or ensure the obtaining and maintaining of fire and hazard insurance on the premises in which Larson Construction is providing materials and services hereunder pursuant to policies containing reasonable terms and policy limits. The amount of such insurance shall not be less than all amounts required to be paid to Larson Construction hereunder. Larson Construction shall maintain worker’s compensation insurance and general liability insurance pursuant to policies containing reasonable terms and policy limits at all times while providing services hereunder.
To the maximum extent permitted by applicable law, under no circumstances shall Larson Construction or any third party be liable to Customer or any other person or party for any consequential, incidental, special, exemplary, indirect or punitive damages arising from or in any way related to the materials and services provided by Larson Construction hereunder (including but not limited to loss of use, loss of profit, diminution in value and business interruption), even if Larson Construction or any third party has been advised of the possibility of such damages. Larson Construction shall not be liable for any damage or injury to Customer’s property or any persons caused by or related in any way to providing materials and services hereunder, unless such damage or injury is caused by Larson Construction’s gross negligence. Furthermore, Larson Construction is not responsible for replacing any property or materials that are damaged (regardless of any warranty that may be provided hereunder) because of Customer’s (or other party’s) neglect or improper care, because of acts of God or nature, because of accidents or the actions of any third party, because of strikes, or because of any other event reasonably beyond the control of Larson Construction, nor shall Larson Construction be liable for nonperformance or delay in performance hereunder based on any such actions, acts or events. Larson Construction’s total liability for damages suffered hereunder, if any, shall be limited to the amounts actually paid to Larson Construction by Customer under this Agreement.
In the event of Customer’s default in the performance of Customer’s covenants and duties under this Agreement, Customer shall pay all of Larson Construction’s costs and expenses, including attorneys’ fees, which may arise or accrue from enforcing or terminating this Agreement, or in pursuing any remedy hereunder by law or equity, whether such remedy is pursued by filing suit or otherwise.
If the Customer entering into the Agreement is a corporation, limited liability company, partnership, trust, estate or other entity, the person executing the Agreement individually warrants that he or she has authority to bind such party to the terms and conditions contained in the Agreement.
ANY PERSON SIGNING THE ESTIMATE ON BEHALF OF ANOTHER PERSON, ENTITY OR OTHER PARTY ALSO PERSONALLY GUARANTEES, BY WAY OF SUCH SIGNATURE, THE PAYMENT OF ALL AMOUNTS OWED FOR SERVICES AND MATERIALS PROVIDED BY LARSON CONSTRUCTION UNDER THIS AGREEMENT, TOGETHER WITH ALL OTHER AMOUNTS OWED TO LARSON CONSTRUCTION UNDER THIS AGREEMENT, INCLUDING INTEREST, COLLECTION COSTS AND ATTORNEYS’ FEES.
These Terms and the Estimate (including all attachments thereto), which is incorporated herein, constitute the entire agreement between the parties and supersede any and all prior negotiations, warranties, understandings or agreements between the parties. There are no oral agreements, representations or warranties that modify or affect the Agreement. Except as otherwise stated herein, the Agreement cannot be modified except by mutual written agreement of the parties.
The Agreement shall be governed by and construed in accordance with the laws of the State of Utah. The parties to the Agreement agree that all actions or proceedings arising in connection with the Agreement shall be tried and litigated only in the state and federal courts located in Salt Lake City, State of Utah. If any portion hereof is held invalid, the balance shall continue in full legal force and effect.
The terms and conditions of the Agreement are intended solely for the benefit of the parties hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
Neither the Agreement nor any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other party hereto and any attempt to do so will be void, except for assignments and transfers by operation of law and assignments or transfers by Larson Construction to any other entity or person that acquires or assumes all or substantially all of Larson Construction’s assets and liabilities, whether by purchase and sale, merger, recapitalization, reorganization, or otherwise. This Agreement inures to the benefit of and is enforceable by the parties hereto and their respective successors, heirs and permitted assigns.
The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
PROTECTION AGAINST LIENS AND CIVIL ACTION. Notice is hereby provided in accordance with Section 38-11-108 of the Utah Code that under Utah law an “owner” may be protected against liens being maintained against an “owner- occupied residence” and from other civil action being maintained to recover monies owed for “qualified services” performed or provided by suppliers and subcontractors as a part of this contract, if either section (1) or (2) is met:
(1)(a) the owner entered into a written contract with an original contractor, a factory built housing retailer, or a real estate developer;
(b) the original contractor was properly licensed or exempt from licensure under Title 58, Chapter 55, Utah Construction Trades Licensing Act at the time the contract was executed; and
(c) the owner paid in full the contracting entity in accordance with the written contract and any written or oral amendments to the contract; or
(2) the amount of the general contract between the owner and the original contractor totals no more than $5,000.
(3) An owner who can establish compliance with either section (1) or (2) may perfect the owner’s protection by applying for a Certificate of Compliance with the Division of Occupational and Professional Licensing. The application is available at www.dopl.utah.gov/rlrf.
As provided by applicable law, Larson Construction may be entitled to file a lien against Customer’s real property if Customer fails to make payment to Larson Construction for materials and services Larson Construction provides to Customer, in which case Customer shall be liable for all costs and fees Larson Construction incurs in connection therewith.
The Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

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