NATIVE RESOURCE PRESERVATION, LLC 

TERMS AND CONDITIONS

By signing and accepting any Native Resource Preservation, LLC (“NRP”) Proposal (“Proposal”) for goods and/or services, Customer acknowledges that they have read the following terms and conditions (“Terms”) and agree to be bound by all provisions set forth herein.  These Terms, along with all terms stating in each Proposal, shall constitute the entire agreement between NRP and the Customer (the “Agreement”),   

  1. Work.  

    1. The Work.  NRP will perform and provide, or cause to be performed or provided, all work, materials, supplies and equipment NRP deems necessary for the work stated in an applicable proposal (the “Work”).  NRP shall provide and pay for labor, materials, equipment, tools, machinery, transportation, and other facilities and services necessary for proper execution and completion of the Work, and whether or not incorporated or to be incorporated in the Work.  NRP shall enforce strict discipline and good order among NRP’s employees, Vendors (as defined herein) and other persons carrying out the Work. NRP shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 

    2. Workmanship; Standards.  NRP shall be responsible for all means, methods, techniques, sequences, procedures and coordination to complete the Work.  NRP represents and warrants that all Work shall be completed in a workmanlike manner equal to or exceeding local industry standards and in conformance with all applicable codes, laws, ordinances, and regulations (“Standards”) and that all materials, fixtures and personal property related to the Work will be new and of good quality equal to or exceeding the Standards.

  2. Payments

    1. Initial Payment.  If required by NRP, Customer shall pay NRP an initial down payment in the amount stated on the Proposal (“Initial Payment”). The Initial Payment shall be non-refundable. 

    2. Customer Payments.  Customer shall pay NRP the amount specified in each applicable invoice upon Customer’s receipt of each invoice. All invoices not paid in full within 30 days of the date specified upon the invoice shall be subject to a late fee equal to 5% of the amount stated upon the invoice.

    3. Price Adjustment. All Proposals are based on the price of fuel as of the date of each Proposal. “Fuel” is defined as both gasoline and diesel fuel. If the Fuel prices increase more than 5% between the date of the Proposal and the date upon which the Work is completed, NRP is entitled to charge at cost the additional Fuel cost incurred by NRP to complete the Work. Fuel prices are calculated using the applicable Fuel pricing for the geographic area where the Work is located as posted by the U.S. Energy Information Administration (https://www.eia.gov/petroleum/gasdiesel/). At NRP’s discretion, one year from the original contract date, an annual inflation adjustment of 3.5% will be added to proposals, quotes, and estimates for work yet to be completed by NRP.

  3. Compliance with Laws.  NRP shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. 

  4. Changes to Work. The Parties may from time to time agree to changes in the scope of the Work.  In such event, an additional Proposal will be provided stating the costs of the additional work. No alterations, additions, or small changes may be made in the Work or method of the performance of the Work without a written Proposal provided by NRP and signed by Customer.  

  5. Disclaimer of Warranties. Customer understands that NRP does not guarantee or warrant the Work. NRP WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGED CAUSED BY THE WORK. NRP HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, NRP FURTHER DISCLAIMS ALL WARRANTIES AND LIABILITY RELATED TO THE FAILURE OF ANY SEEDING OR PLANTING TO TAKE ROOT AND/OR THE DESTRUCTION OF THE WORK BY ANY CAUSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  6. Limitation of Liability. THE TOTAL LIABILITY OF NRP UNDER THIS AGREEMENT FOR ANY CAUSE SHALL NOT EXCEED (EITHER FOR ANY SINGLE LOSS OR ALL LOSSES IN THE AGGREGATE) THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE PROPOSAL.

  7. No Liability for Consequential or Indirect Damages. EXCEPT FOR LIABILITY FOR CUSTOMER’S FAILURE TO DISCLOSE ALL KNOWN AND/OR POTENTIAL HAZARDS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFIT (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

  8. Indemnification. Customer agrees to defend, indemnify and hold harmless NRP, its affiliates, licensors and service providers, and its and their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to Customer’s violation of the Agreement.

  9. Insurance.  Customer shall at its own expense, maintain and carry insurance coverage at all times that NRP performs Work. Any insurance carried by NRP shall only be for the benefit of NRP.   

  10. Risk of Loss.  The risk of loss related to the Work or the materials or equipment to installed or incorporated as part of the Work shall pass to Customer upon completion of the Work or delivery of the materials or equipment to the location where the Work is performed.

  11. Attorneys’ Fees.  NRP shall be entitled to recover from Customer and Customer shall pay, all attorneys’ fees, costs, employee time, and disbursements NRP incurs in enforcing or protecting its rights under this Agreement.

  12. Customer’s Representations and Obligations. Customer is the legal owner of the property on which the Work is to be performed (“Property”), or otherwise has authority to permit the Work upon the Property. Customer shall provide NRP, its employees, agents and subcontractors access to the Property for the purposes of performing the Work. Customer shall keep the Property clear of all known and potential hazards and shall notify NRP of all known and potential hazards prior to NRP starting the Work. Customer shall keep all pets out of the area of the Work.  

  13. Hazardous Materials.  If NRP encounters a hazardous material or, NRP shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to Customer in writing.  When the material or substance has been rendered harmless or the unsuitable soils have been removed and replaced, all at Customer’s sole expense, the, Work in the affected area shall resume. 

  14. Termination

    1. Customer’s Termination.  Customer may terminate this Agreement if NRP:

      1. Defaults in the performance of any material provision herein and fails to cure such default within thirty (30) days of receiving written notice from Customer of such default.  

      2. Repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of a public authority; or

      3. Has otherwise breached a provision of these Terms.

    2. NRP’s Termination.  NRP may cease Work and terminate any work and/or proposal if Customer fails to make payment as required under these Terms or if Owner has otherwise breached a provision of these Terms.

  15. Force Majeure. NRP shall not be responsible to the Customer or considered in default of this Agreement to the extent that performance of the Work is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of NRP. 

  16. Non-Disparagement. NRP and Customer agree and covenant that they shall not at any time make, publish, or communicated to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the other party or the Work, now or in the future. For purposes of this Agreement, “disparaging” shall mean remarks which then to speak poorly or negatively of the other party. 

  17. Miscellaneous

    1. Governing Law.  This contract and every proposal shall be governed by and construed in accordance with the laws of the State of Minnesota.

    2. Entire Agreement.  This Agreement expresses the entire agreement between the Parties and supersedes all previous understandings and oral representations by the Parties, their employees or agents, there being no representations, warranties, or other agreements, oral or written, not expressly set forth or provided for therein.

    3. Assignment.  This Agreement shall not be assigned unless both Parties consent to such assignment in writing and prior to any such assignment taking place.

    4. Pre-Lien Notice. (A) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS. (B) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE.

    5. No Waiver.  No failure by either Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.

    6. Notice of Cancelation. In the event this Agreement was procured through a home solicitation sale as defined by Minnesota Statutes Section 325G.06:  You, the Customer, may cancel this purchase at any time prior to midnight of the third business day after the date of this purchase set forth on the Proposal.  See provided Notice of Cancellation form for an explanation of this right.  In all other circumstances, this Agreement is binding when signed by Customer.

    7. Notices.  Any written notice which may be or is required to be given pursuant to the provisions of this Agreement shall be deemed sufficient if delivered or sent by electronic mail (“E-mail”), personal delivery, or certified mail, postage prepaid, return receipt requested, to the address listed in the applicable proposal.  Notices given by E-mail shall be deemed delivered on the date they were transmitted if transmitted by 6:00 p.m. Central Time.  Notices given by E-mail after 6:00 p.m. Central Time shall be deemed delivered the day following the day of transmission.   Notices given by personal delivery shall be deemed delivered on the date the personal delivery is made.  Notices by certified mail shall be deemed delivered two (2) business days after the date of mailing.