Terms and Conditions

1. Legal Entity. The legal entity that is performing the Work at the Subject Property is Iron Oak Contracting, LLC. Client understands that he/she/they has/have entered into this Agreement with a limited liability company, and that its owner(s)/member{s) have no personal liability related to the work performed pursuant to this Agreement. Additionally, to the greatest extent allowed by law, Client waives any and all alleged claims he/she/they may have against Iron Oak Contracting, LLC’s owner(s) / member(s).

2. Parties to the Agreement. Client and Contactor, collectively, shall be referred to hereinafter as the “Parties” to this Agreement. If more than one individual has executed this Agreement as the Client, then each and every such individual will be considered the “Client” and each such individual will be jointly and severally bound by the terms of the Agreement.

3. Complete Agreement / Change Orders. This Agreement represents the entire agreement between the Parties. Any additional, substitute, or deleted work must be expressly and specifically agreed to by both Parties through fax, email, text, Jobber, or by telephone. If any additional or substituted work, including but not limited to “Add-Ons,” supplemental estimates and/or change orders, are agreed to by the Parties, they will become a part of and subject to this Agreement. Contractor may charge up to 20% in addition to costs associated with change orders or “AddOns” for work that is contracted out to other sub-contractors.

If more than two change orders or “Add-Ons” are agreed to after Work has started at the Subject Property, each such additional change order or “Add-On” is subject to the following charges: : {A) $100 for scheduling and billing purposes, and (B) $75 per man hour, exclusive of the costs of materials; and (C) cost of materials plus 40% to cover paperwork, delivery, etc.; and (D) any additional plumbing services will be charged at $200 per hour. Contractor will provide an estimate for any such change orders or “Add-Ons” that may increase the Total Original Price.

This Agreement, along with all change orders and “Add-Ons” made pursuant to the Agreement after the date the Agreement is executed, shall be included in and constitute the contractual obligations of the Parties.

4. Right of Entry. Client agrees to fully cooperate with Contractor and to make every reasonable effort to refrain from hindering Contractor and/or the performance of the Work. From  7:30am to 5:00pm, Client shall allow Contractor continuous unobstructed access to all areas of the Subject Property sufficient to allow Contractor access to/from the Work area, and performance of, the Work. Client specifically acknowledges, understands and agrees that there will likely be temporary inconveniences within and around the Subject Property that are associated with the Work.

5. Warranty. Contractor provides a two (2) year workmanship warranty from the date of completion of Work.

6. Exclusions. Contractor is not responsible for delays or work stoppages, or for the cost, repair, correction or replacement of or for any of the following: (A) defective materials or products (including, but not limited to manufacturing defects); (B) damage or defects caused by the failure to maintain any item or keep it in good working order; (C) damage resulting from fire, freezing, storms, electrical malfunction or surge, lightning, earthquake, pest damage, acts of God, or other unforeseen causes, acts or occurrences; (D) damages from alterations, misuse, or abuse by any person, or ordinary wear and tear, or problems caused by lack of maintenance;

(E) damage resulting from Client failure to follow any operation instructions related to, or furnished at the time of, the Work; (F) any item furnished, installed, modified, altered or repaired by Client or any other person or entity besides Contractor; (G) problems which arise in an attempt to match existing materials; (H) unknown and/or unseen conditions that cannot be observed in a non-destructive inspection of the premises; (I) delays or stoppages of Work related to, or caused by, the Client’s failure to timely or fully communicate with Contractor, as described herein; (J) dye Jot variations (minor dye Jot variations are acceptable, and variation between dye Jots of similar materials within a specified color or pattern is normal); (K) minor cracks, lippage, or loose flooring commonly resulting from normal shrinkage conditions; (L) variations, alterations, and/or deviations from design-related documents (such as drawings, renderings, diagrams, etc.) related to the Work, regardless of who created and/or provided such design-related documents; Client acknowledges and specifically agrees that design-related documents may vary from actual measurements by up to three (3) inches; Client may request such design-related documents to be prepared by an architect, and in such case the Client will be completely responsible for all additional expenses and costs associated with an architect’s work; and (M) product delay or backorders, or where products or materials must be changed or reselected for any reason.

7. Certain Contractor Obligations and Related Client’s Acknowledgments. The Contractor shall (A) perform the scope of work set forth in the Agreement; (B) comply with all local, state, and federal laws and regulations pertaining to the Work under this Agreement; (C) use reasonable means and common industry practices to prevent excessive dust when possible, though Client understands and agrees that some level of dust will occur during the Work and that dust cleaning may be necessary which will be the Client’s responsibility without charge to the Contractor; (D) use reasonable means and common industry practices to prevent permanent damage to and around the Work area; (E) provide ‘touch up” painting (Client will provide the paint) meant to address minor issues that may occur, if both Parties agree, at the conclusion of the Work, which does not include painting full walls; (F) use reasonable means and common industry practices to protect carpet and wood floors at the Subject Property, including the potential use of plastic carpet wrap, cardboard, tape, and/or rubber mats, and will reasonably attempt to remove any such residue or film that may appear after such use; Client specifically understands and agrees that Contractor will not be responsible for any loss of or damage to hardwood finish, or film that may appear on carpet after the removal of carpet wrap; and (G) provide a final “walk-through” near or at the completion of the Work to discuss potential concerns or issues with the Client, and to attempt in good faith to resolve any such issues or concerns with the Client.

8. Certain Client Obligations. In addition to other obligations as described herein, Client agrees to the following: (A) In the event that Client temporarily or permanently halts the Work, or in any way causes Work to be temporarily or permanently halted, Client assumes any and all liability and responsibility for any costs associated with delays of Work, including but not limited to: wages, loss of income, start-up costs, sub-contractor charges, additional trip charges, delayed material delivery charges, and material loss/damage charges. Any liabilities incurred as a result of Client’s actions will be reasonably calculated by Contractor, and Client will receive written notification of, and be responsible for payment for, such additional charges; (B) Client shall clear and/or remove any and all moveable items that could or will obstruct the Work area or the path leading to/from the Work area (ex. plants, furniture, wall hangings, etc.); (C) If requested by Contractor, Client will temporarily evacuate the Work area and adjacent spaces; (D) If Client does not wish to provide access to a permanent restroom at the Subject Property, the Client will provide a suitable portable/mobile restroom to Contractor at the Subject Property, and Client will be responsible for all costs associated with the portable/mobile restroom; (E) Use best efforts to reasonably inspect flooring/tiling and other materials that have been delivered to the Subject Property, prior to installation, for purposes of identifying any obvious defects or variations from such products that had been ordered, and notify Contractor of any such obvious defects or variations prior to installation; (F) Unless an emergency exists, Client will substantively and completely respond to Contractor’s inquiries, questions, concerns, disputes, requests for information or approval, or any other communication that can be reasonably interpreted to warrant or request a response from Client, within twenty-four (24) hours of such communication (in whatever form) by Contractor; (G) If requested by Contractor, and any time after the execution of this Agreement prior completion of the Work, the Client will make himself/herself/themselves available at least once a week to meet with and/or talk to Contractor regarding the Work, including but not limited to discussing and/or deciding any issues, questions or concerns on a proactive or reactive basis regarding the Work;(H) The Client WILL NOT interfere or delay the Work, in any way, and the Client WILL NOT directly or indirectly cause a work environment that prohibits, limits or slows down the Work process; if and when Client has questions or concerns about the Work, the Client shall first attempt to contact the Project Manager and/or Contractor’s management; (1) the Client WILL NOT harass, ridicule, threaten, attempt to engage in distracting conversations, offer unsolicited advice, or in any way create, facilitate or foster a negative or toxic work environment at the Subject Property; and (J) the Client will allow Contractor to place temporary signage at the Subject Property during the scope of work, if allowed by the city or jurisdiction.

9. Non-Solicitation. During the period of Work and for a period of two (2) years after Work has been completed, Client shall not contact, induce or solicit (or assist, or instruct, anyone to contact, induce or solicit) any of Contractor’s workers, employees, or subcontractors who have performed any Work at the Subject Property, regarding any potential additional work at the Subject Property.

10. Invoicing and Payment. Unless specifically agreed to in writing by Contractor, Client shall pay all invoiced amounts within fourteen (7) days of the date of the invoice. Client shall pay interest at 10% per annum, or the highest percentage allowed under applicable state law if less than 10 annum, for any amount for which the payment becomes past due. Contractor may suspend or stop work if its invoices remain unpaid after payment is due.

11. Use of Photographs or Videos for Marketing. Client authorizes Contractor to take photographs and/or create videos, of the work site, and to use, copy, exhibit, or distribute such photographs and/or videos, for Contractor’s marketing and/or advertising purposes. This consent and authorization is indefinite and will remain active unless Client terminates such authorization in writing. Client agrees that he/she/they do not have any right to royalties or other compensation for Contractor’s use of such material for marketing and/or advertising purposes. Contractor may identify the city in which the job site is located, but Contractor will not disclose the residential address of the job site.

12. Default. Client will be in default (“Default”) of this Agreement if he/she/they fail to make timely payments pursuant to the terms of this Agreement, fail to comply with any of the obligations listed in this Agreement, fail to follow the advice and/or suggestions of Contractor, fail or refuse to sufficiently and promptly communicate with Contractor as described herein, request Contractor to perform any work in violation of any federal, state, county and/or city laws, or any other laws or ordinances, subject Contractor to any type of 3rd party liability, become insolvent, file any chapter of bankruptcy, and/or have a receiver appointed.

13. Termination. This Agreement may be terminated by either Party upon written notice in the event the other party materially breaches any obligation within the Agreement, or is in Default, and the breaching or defaulting party fails to cure within seven (7) days after such notice. Further, Contractor may immediately terminate

the Agreement without a seven (7) day cure period, where Client breaches any obligation within the Agreement, or is in Default, and such breach or Default creates or is likely to create imminent danger or other material safety concerns. If this Agreement is terminated, Client shall immediately pay for: (A) the work completed prior to termination; (B) costs incurred for Contractor, including but not limited to costs associated with terminating its other agreements and commitments for the Project; (C) a reasonable profit and overhead on the work completed and the work left to be completed at the time of termination; and (D) charges, costs and/or fees associated with any products or materials related to the Work that have been ordered, secured or purchased by Contractor or any subcontractor prior to termination that cannot be returned or refunded, as well as charges, costs and/or fees associated with the return of any products or materials that were ordered, secured, or purchased prior to termination, whether by Contractor or any subcontractors related to the Work.

14. Governing State Law. The Parties agree that this Agreement is subject to the laws of the state in which the Subject Property is located, and all rights, remedies, and/or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of said state.

If this Agreement is governed by Kansas law, the following applies:

a. Kansas law contains important requirements you must follow before you may file a lawsuit for defective construction against the contractor who constructed your home. Ninety days before you file your lawsuit, you must deliver to the contractor a written notice of any construction conditions you allege are defective and provide your contractor the opportunity to make an offer to repair or pay for the defects. You are not obligated to accept any offer made by the contractor. There are strict deadlines and procedures under state law, and failure to follow them may affect your ability to file a lawsuit.

b. This paragraph only applies if Contractor is acting as a subcontractor. Notice to Client: Contractor is a supplier or subcontractor providing materials or labor on the designated Job No. at the Subject Property under an Agreement with the primary contractor. Kansas law will allow this supplier or subcontractor to file a lien against your property for materials or labor not paid for by your contractor unless you have a waiver of lien signed by this supplier or subcontractor. If you receive a notice of filing of a lien statement by this supplier or subcontractor, you may withhold from your contractor the amount claimed until the dispute is settled.

If this Agreement is governed by Missouri law, the following applies:

a. NOTICE TO THE CLIENT: FAILURE OF THIS CONTRACTOR TO PAY THOSE PERSONS SUPPLYING MATERIAL OR SERVICES TO COMPLETE THIS CONTRACT CAN RESULT IN THE FILING OF A MECHANIC’S LIEN ON THE PROPERTY WHICH IS THE SUBJECT OF THIS CONTRACT PURSUANT TO CHAPTER 429, RSMO. TO AVOID THIS RESULT YOU MAY ASK THIS CONTRACTOR FOR “LIEN WAIVERS” FROM ALL PERSON SUPPLYING MATERIAL OR SERVICES FOR THE WORK DESCRIBED IN THIS CONTRACT. FAILURE TO SECURE LIEN WAIVERS MAY RESULT IN YOUR PAYING FOR LABOR AND MATERIAL TWICE.

15. Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through good faith negotiation, the Parties agree first to try in good faith to settle the dispute by mediation unless both Parties agree in writing to waive this step, before resorting to arbitration, litigation, or some other dispute resolution procedure. If mediation is unsuccessful, or the parties agree to waive mediation, then the Parties agree to arbitrate all claims and controversies related to the Agreement. Such arbitration will be administered by the American Arbitration Association (“AAA”).

16. Jurisdiction and Venue. If Kansas law applies to this Agreement, then the Parties agree that the exclusive jurisdiction and venue in Kansas shall be in the District Court of Johnson County, KS. If Missouri law applies to this Agreement, then the Parties agree that exclusive jurisdiction and venue in Missouri shall be in the Circuit Court of Jackson County, Missouri.

CLIENT WAIVES HIS/HER/THEIR RIGHT TO TRIAL BY JURY ON ALL DISPUTES OR ISSUES ARISING OUT OF, OR CONCERNING, THIS AGREEMENT AND/OR THE WORK.

17. Attorney Fees. If Contractor consults with or utilizes the services of an attorney for any claim, controversy, dispute, or any other reason arising out of or related to this Agreement, Client agrees, to the greatest extent allowed by law, to pay all reasonable attorneys’ fees and costs incurred by Contractor. Such claims, controversies and/or disputes, include, but are not limited to: any claims or disputes arising from this Agreement, attempt to collect payment of invoices, and/or any collection activity related or pursuant to this Agreement.

18. Indemnity; Insurance and Waiver of Subrogation. Client shall defend, indemnify and hold Contractor harmless from and against any and all claims, suits, costs and expenses but only to the extent caused by Client’s negligent acts or omissions. To the fullest extent permitted by law, the Parties waive subrogation of any claims to the extent the loss or damage is covered by insurance.

19. LIMITATION ON LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR NONCONTRACTUAL DAMAGES OR LOST PROFITS OR INCOME ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING RELATING TO THE PERFORMANCE, NON-PERFORMANCE, OR BREACH HEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE PARTIES ACKNOWLEDGE THAT THIS MUTUAL WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES AND CONTRACTOR’S COMPENSATION HAS BEEN ESTABLISHED BASED ON THIS MUTUAL WAIVER.

FURTHER, THE TOTAL LIABILITY RELATED TO OR STEMMING FROM THIS AGREEMENT TO EITHER PARTY SHALL NOT EXCEED THE “TOTAL ORIGINAL PRICE” (DEFINED ABOVE) FOR THE WORK IN THIS AGREEMENT.

20. Force Majeure. Contractor shall be excused from performing its obligations under this Agreement if its performance is hindered, delayed or prevented by any event beyond Contractor’s reasonable control, including but not limited to, acts of God, fire, explosion, weather, disease, strikes, boycotts, failure to secure labor, embargoes, war, insurrection, civil strife, riots, government action, or power failure. In such case, this Agreement shall be voidable by Contractor without penalty for any such portion of services or Work not completed or delivered. All of the Work already completed shall be paid by Client pursuant to this Agreement.

21. Third Party Beneficiary. There are no express, intended, or implied third-party beneficiaries to the Agreement and it may only be enforced by the Parties.

22. Severability. If any part, term, or provision of this Agreement is held to be illegal or in conflict with any applicable law, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the invalid provision.

23. Entire Agreement. This Agreement contains the entire agreement between the Parties. Client acknowledges that no representations, warranties, undertakings or promises have been made other than and except those expressly contained herein. This Agreement may be amended or modified only pursuant to the terms provided in this Agreement.

24. Counterparts/Facsimile or Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Parties agree that this Agreement may be executed by any party by facsimile or electronic signature.

Limitation of Liability

Plans and Construction Documents

Iron Oak Contracting prepares plans, drawings, specifications, and related construction documents (“Documents”) for the Client’s project. The Client acknowledges and agrees that:

1. Third-Party Interpretation. Iron Oak Contracting is not responsible or liable for any damages, additional costs, delays, or losses arising from the interpretation, misinterpretation, or application of the Documents by any contractor, subcontractor, tradesperson, engineer, inspector, or other third party not directly engaged and supervised by Iron Oak Contracting. Any party relying on the Documents to perform work does so at their own risk, and it is the Client’s and such third party’s responsibility to verify all specifications, dimensions, and requirements prior to construction. This limitation does not apply to damages arising from Iron Oak Contracting’s own gross negligence, willful misconduct, or violation of applicable building codes in the preparation of the Documents.

2. No Warranty on Third-Party Work. Iron Oak Contracting makes no representation or warranty regarding the quality, accuracy, or code-compliance of work performed by any contractor other than Iron Oak Contracting based on the Documents.

Substantial Completion of Plans

3. Confirmation of Substantial Completion. Upon Iron Oak Contracting’s determination that the plans and/or construction documents are substantially complete, Iron Oak Contracting will provide the Client with a Substantial Completion Notice. Substantial Completion is not effective until the Client executes a written confirmation (which may be satisfied by a signed form, a dated email reply, or other written electronic acknowledgment) affirming that the plans and construction documents have been reviewed and are accepted (“Substantial Completion”). Iron Oak Contracting will retain a copy of this confirmation as the effective date of Substantial Completion.

4. Billing for Post-Completion Changes. Following Substantial Completion, any additional edits, revisions, or changes requested by the Client will be billed separately at a rate of $200.00 per hour, in addition to any costs already incurred.

5. Limitation of Liability After Delivery. Upon Substantial Completion and delivery of the plans and construction documents to the Client, Iron Oak Contracting’s responsibility for the accuracy, completeness, and suitability of the Documents is deemed fulfilled. To the fullest extent permitted by applicable law — including, without limitation, the statutes of repose applicable to claims arising out of the design or construction of improvements to real property in the state of Kansas or Missouri, as applicable — Iron Oak Contracting shall not be liable for any claim, damage, defect, cost, or issue of any kind arising out of or related to the Documents that arises or is discovered after the date of Substantial Completion. Nothing in this section is intended to waive liability beyond what is permitted by the applicable statute of repose, nor to waive liability for Iron Oak Contracting’s own gross negligence or willful misconduct.

Governing Law

6. This section shall be governed by and interpreted in accordance with the laws of the state in which the project is located — either Kansas or Missouri, as applicable — without regard to conflict-of-law principles.