1. AGREEMENT. The agreement between JSThree and Customer consists of the proposal, these Standard Terms and Conditions, and mutually agreed change orders (Agreement).

2. ACCESS & HOURS: JSThree will give Customer advanced notice of anticipated stating date for the Work. Customer shall allow access to areas and permit JSThree to start and stop the equipment as mutually 

scheduled. All planned work under the Agreement will be performed during JSThree’s normal working hours (7:00 AM to 4:30 PM), unless otherwise specifically agreed in writing advance. All work directed outside of normal working hours will be at premium rates.

3. PAYMENT. Customer will pay JSThree within thirty (30) days of invoice. Customer agrees that there shall be added to all past due invoices a late payment fee equal to the lesser of one percent (1%) per month (12% per annum) on any such payments outstanding after 30 days, or the maximum amount allowed by law. Customer agrees to pay all reasonable collection costs, court costs, attorneys’ fees, and other expenses incurred by JSThree in the collection of any sums due under this Agreement, whether or not legal action is commenced.

4. DEFAULT. Should payments exceed sixty (60) days from date of invoice or Customer breaches any other term(s) of this Agreement, JSThree may stop all work under this Agreement and/or cancel the Agreement; in which event, Customer will remain liable for the reasonable value of the work performed to date along with the direct costs of such non-payment.  JSThree’s decision to stop/cancel work shall not constitute its sole remedy or an election of remedies; rather, JSThree reserves all other remedies available at law or in equity.

5. CHANGE ORDERS. Customer may, without invalidating this Agreement, order in writing, extra work or make changes by altering, adding to, or deducting from the Work and the Contract Price and Contract Time shall be adjusted as agreed in advance in writing.

6. TAXES. With the exception of state sales tax, JSThree will be responsible for and pay all federal, state, and municipal taxes relative to the Work.

7. LIMITED WARRANTY. JSThree warrants the Work against defects in workmanship and material for a period of one (1) year from date of installation provided Customer properly operates and maintains the system in accordance with manufacturer’s recommendations. If JSThree defaults under this Agreement, JSThree’s liability shall be limited solely to repair or replacement, at JSThree’s option. JSThree has not given any other expressed or implied warranty, including any implied warranty of merchantability or fitness for a particular purpose. JSThree’s liability is contingent upon proper operation and maintenance by Customer. JSThree is not liable if the defect or failure is caused, or contributed to, by accident, alteration, or abuse by Customer or others. In the event of Customer’s default, JSThree’s liability does not extend beyond the termination date of this Agreement.

8. HAZARDOUS MATERIALS. JSThree’s responsibility under this agreement does not include the identification, removal, or abatement of asbestos or other hazardous substances. In the event such products or substances are encountered, JSThree’s obligation shall be limited to informing Customer of the possible existence of such materials. In accordance with OSHA Hazard Communication Standard Regulations, Customer shall provide JSThree all relevant Safety Data Sheets.

9. INSURANCE. JSThree shall procure, pay for, and continuously maintain insurance policies during the period this Agreement as follows:

1. Commercial General Liability Insurance, including completed operations coverage, with a combined single limit of not less than:
2. o One-million dollars ($1,000,000) Any One Occurrence
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3. o Two-million dollars ($2,000,000) General Aggregate
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4. Automobile Liability Insurance, including owned, leased, hired and non-owned automobiles, with a combined single limit of not less than one-million dollars ($1,000,000) each occurrence; and
5. Workers’ Compensation Insurance for all persons employed in the Work or on the project in such form and amount as may be required by law.

10. INDEMNITY. To the extent permitted by law, each party shall indemnify and hold harmless the other party, its agents and employees from and against all third party claims, and any damage, loss or expense (including, but not limited to, attorney’s fees) from such third party claims arising out or resulting from the performance hereunder, provided that such third party claim, and associated damage, loss or expense are caused by an active or passive act or omission by the indemnifying party, or anyone for whose acts the indemnifying party may be liable.

11. LIMITATION OF LIABILITY. JSThree is not responsible for loss or damage caused by unavailability of equipment, components, or material for whatever reasons, including forces of nature, inaccessibility to premises, negligence by Customer or others, inadequate system design, vandalism, or other causes beyond JSThree’s control. JSThree is not required to move or modify in any way the building structure or any part thereof in order to carry out the Work, unless otherwise specifically agreed in writing advance. Neither party shall be responsible, under any legal theory, for loss of profit or use, or any special, indirect, or consequential damages relating to or arising from the Work or this Agreement.

12. DISPUTE RESOLUTION. Both parties shall seek to avoid litigation; however, if the parties are unable to resolve a dispute or claim arising out of or relating to this Agreement by mutually agreement, it shall be resolved by binding arbitration in Portland, Oregon according to the Procedural Rules for the Arbitration Services of Portland, Inc.  This Agreement will be governed by the laws of the State of Oregon and the arbitration provision shall be governed and construed in accordance with the Federal Arbitration Act. Any legal action regarding this Agreement must commence within one (1) year from the date of the completion of the Work.

13. ATTORNEY FEES. If either party must commence legal action relating to the Work or enforcement of this Agreement, the prevailing party shall be awarded its attorneys’ fees and costs incurred in such action, including expert witness and consultant fees. The parties agree that the arbitrator shall have authority to award such fees and costs.

14. SEVERABILITY AND WAIVER. The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. The failure of either party hereto to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance.

15. ELECTRONIC SIGNATURE. This Agreement, contract documents, change orders, or any component thereof maybe executed in counterparts, and may be signed and/or transmitted electronic means, and documents so signed or transmitted shall be deemed originals for all purposes.

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