Terms & Conditions
1. Scope of Work
Contractor shall furnish the labor, materials, equipment, supervision, and services described in the Agreement (the “Work”). The Work is limited to what is expressly set forth in the Agreement, attached scope documents, and approved drawings or specifications. Any work not so described is excluded and, if requested, will be performed only pursuant to a written Change Order under Section 10. Investigative or destructive openings, moisture surveys, structural analysis, and engineering services are excluded unless expressly included.
2. Owner’s Responsibilities
Owner shall, at Owner’s expense and in a timely manner: (a) provide Contractor and its personnel, vehicles, and equipment with safe, continuous, and unobstructed access to the work site, including staging, lay-down, dumpster, lift, and crane areas; (b) furnish water, gas, sewer, and electricity at the site sufficient for the Work; (c) remove or protect Owner’s personal property, landscaping, roof-mounted equipment, satellite dishes, solar arrays, antennas, signage, and other items at or near the work area; (d) identify and mark in writing the location of any concealed utilities, conduits, irrigation lines, post-tension cables, or other below-surface or in-wall conditions; (e) keep tenants, occupants, and other trades out of active work zones; and (f) make timely payments and decisions when required. Contractor shall not be liable for damage to, theft of, or interference with items Owner has not removed or protected, nor for damage to concealed conditions Owner has not disclosed in writing.
3. Property Protection and Site Conditions
Contractor will use commercially reasonable measures to protect adjacent surfaces, finishes, and landscaping. Owner acknowledges that roofing work generates dust, debris, odors, vibration, and noise, and that small materials, fasteners, and debris may incidentally fall into attic spaces, gutters, downspouts, mechanical units, pools, or surrounding areas, and that disturbance of existing roof, deck, masonry, stucco, or sealant may cause minor cracking, staining, or surface marking despite reasonable precautions. Contractor is not responsible for: (a) damage to carpets, drapes, furniture, driveways, lawns, shrubs, irrigation, low-voltage lighting, or hardscape where Owner has not removed or protected the same; (b) pre-existing structural deficiencies, prior unpermitted work, or latent defects revealed during the Work; or (c) damage caused by Owner, occupants, other trades, or third parties. Owner shall point out and warrant property lines and setbacks. Contractor shall hold Owner harmless for property-line and setback disputes.
4. Concealed and Unforeseen Conditions
If Contractor encounters concealed, latent, or unforeseen conditions that differ materially from those indicated in the Agreement or reasonably inferable therefrom — including but not limited to deteriorated decking, sheathing, joists, blocking, insulation, structural members, prior roof layers, code-violating assemblies, water damage, fire damage, pest damage, asbestos, lead, mold, microbial contamination, or other hazardous materials — Contractor shall promptly notify Owner. Such conditions are outside the Scope of Work and shall be addressed through a written Change Order on a time-and-materials or unit-price basis, including reasonable schedule extension. Contractor may stop work in the affected area pending resolution and is not responsible for delays arising therefrom.
5. Permits, Plans, and Code Compliance
Unless otherwise stated in the Agreement, Contractor shall obtain and pay for routine building permits required to perform the Work. Owner shall pay for all other permits, plan-review fees, impact fees, tap fees, utility connection fees, and assessments. Where plans, specifications, drawings, or engineering are required, they shall be furnished by Owner and shall become part of the Agreement upon Contractor’s written acceptance. Contractor shall perform the Work in substantial conformance with the manufacturer’s published installation instructions and the building code in effect at the time of permit issuance. Code upgrades, energy-code compliance items, ventilation upgrades, and structural reinforcement required by the authority having jurisdiction beyond the Scope of Work shall be addressed through a Change Order.
6. Subcontractors and Suppliers
Contractor may subcontract portions of the Work to properly licensed and qualified subcontractors. Contractor remains responsible to Owner for the performance of its subcontractors with respect to the Scope of Work. Owner shall have no contractual relationship with any subcontractor or supplier of Contractor, and no subcontractor or supplier is a third-party beneficiary of the Agreement. Owner shall not direct, instruct, or accept work from any subcontractor outside of Contractor’s direction.
7. Materials, Workmanship, and Color Matching
Contractor shall furnish and install standard-grade or builder-grade materials unless higher-grade materials are expressly specified in the Scope of Work. Materials are subject to manufacturer availability and substitution; Contractor reserves the right to substitute materials of equal or greater quality where the specified product is not reasonably available. Owner acknowledges that variations in color, sheen, texture, granule pattern, weathering, and profile are inherent to roofing, coating, and metal products, and that exact matching to existing or sample materials cannot be guaranteed. Minor blemishes, irregularities, and natural product variation are not defects.
8. Payment Terms
Unless otherwise stated in the Agreement, payment shall be made as follows:
(a) Deposit and Mobilization. A deposit or mobilization payment in the amount stated in the Agreement is due upon execution. Contractor is not obligated to order materials, schedule the Work, or commence performance until the deposit is received in cleared funds.
(b) Progress Payments. For projects performed over more than thirty (30) days or exceeding $50,000, Contractor shall submit monthly Applications for Payment for Work performed and materials suitably stored, less retainage. Applications are due net thirty (30) days from the date of invoice.
(c) Retainage. Owner may retain ten percent (10%) of each progress payment until Substantial Completion, at which time retainage shall be reduced to an amount equal to one hundred fifty percent (150%) of the reasonable value of remaining punch-list items. Final retainage is due net thirty (30) days following Final Completion.
(d) Final Payment. Final payment, including all retainage, is due net thirty (30) days following the earlier of (i) Substantial Completion, (ii) issuance of a Certificate of Occupancy or final inspection sign-off, or (iii) Owner’s beneficial use or occupancy of the Work.
(e) Late Payments. Amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid. Owner shall reimburse Contractor for all costs of collection, including reasonable attorneys’ fees, court costs, lien-perfection costs, and arbitration costs.
(f) Pay-When-Paid Clauses Rejected. Contractor’s right to payment is not contingent upon Owner’s receipt of funds from any third party, including but not limited to lenders, insurance carriers, tenants, or upstream owners, unless Contractor expressly agrees otherwise in a signed writing.
(g) Disputed Amounts. Owner may withhold from any payment only those amounts that Owner disputes in good faith, supported by a written statement delivered to Contractor within fifteen (15) days of receipt of the invoice, identifying with specificity the basis for the dispute and the dollar amount withheld. Undisputed amounts shall be paid when due.
9. Right to Stop Work and Suspension
If Owner fails to make any payment when due, fails to provide reasonable evidence of financial arrangements to pay for the Work, or otherwise materially breaches the Agreement, Contractor may, upon seven (7) days’ written notice, suspend performance, demobilize, remove its personnel and equipment, and stop the Work until the breach is cured. Contractor shall not be liable for delay damages, consequential damages, or remobilization costs resulting from such suspension, and the contract price and schedule shall be equitably adjusted by Change Order to compensate Contractor for demobilization, remobilization, idle time, escalation, and reasonable overhead and profit on suspended Work. Suspension under this Section is in addition to, and not in lieu of, Contractor’s other rights and remedies.
10. Changes in the Work
All changes, additions, deletions, modifications, accelerations, or revisions to the Scope of Work, contract price, or schedule shall be authorized only by a written Change Order signed by both Owner and Contractor before the change is performed. A Change Order shall describe: (i) the scope of the change; (ii) the amount to be added to or subtracted from the contract price; and (iii) the effect, if any, on the schedule of performance.
Where the parties cannot agree on price prior to the change but the Work must proceed to avoid delay, the change shall be performed on a time-and-materials basis. The contract price for changed Work shall include Contractor’s actual direct costs of labor, materials, equipment, subcontractors, and consumables, plus a markup of twenty percent (20%) for overhead and profit. Owner’s failure to sign a Change Order for Work that Owner has verbally authorized, requested, observed, or accepted does not relieve Owner of the obligation to pay for such Work, and Contractor reserves all equitable remedies, including quantum meruit and unjust enrichment, against unpaid changes.
11. Schedule and Delays
Contractor shall commence and prosecute the Work with reasonable diligence. Schedule estimates are based on conditions known at the time of contracting. Contractor shall not be responsible for delays arising from any cause beyond its reasonable control, including but not limited to: acts of God; severe, inclement, or unseasonal weather; wind, hail, snow, ice, rain, and thermal conditions outside manufacturer installation limits; fire; flood; earthquake; pandemic, epidemic, or public health order; war, terrorism, riot, or civil commotion; labor disputes, strikes, or lockouts; material, fuel, or equipment shortages or supply-chain disruption; tariffs, embargoes, or governmental priority; acts or omissions of Owner, Owner’s agent, lender, insurer, or separate contractors; delayed inspections or permitting; Concealed and Unforeseen Conditions; Hazardous Materials; or any cause described in Section 12. Upon any such delay, Contractor is entitled to an equitable extension of time and, where the delay is caused by Owner or Owner’s agents, an equitable adjustment of the contract price for escalation, demobilization, remobilization, extended overhead, and idle resources. No liquidated damages or actual delay damages shall be assessed against Contractor unless expressly agreed in writing in the Agreement and supported by separate consideration.
12. Asbestos, Lead, Mold, and Other Hazardous Materials
Owner represents that Owner has no knowledge of the existence on or in any portion of the premises affected by the Work of asbestos, lead-based paint, mold or other microbial matter or microbiological contamination, mildew, fungus, polychlorinated biphenyl (PCB), per- and polyfluoroalkyl substances (PFAS), silica, or other hazardous materials. Testing for the existence of mold and other hazardous materials shall be performed only as expressly stated in writing. Contractor shall not be performing any work whatsoever in an area not identified in the Scope of Work. Unless the Scope of Work specifically calls for the removal, disturbance, encapsulation, or transportation of asbestos, lead, mold, or other hazardous materials, the parties acknowledge that such work requires special procedures, precautions, and licenses. If Contractor encounters such materials, Contractor shall immediately stop work in the affected area and notify Owner, who shall, at Owner’s expense, retain a duly qualified abatement or remediation contractor to perform the work. The schedule and contract price shall be equitably adjusted. Owner agrees to defend, indemnify, and hold Contractor harmless from and against any and all claims, damages, fines, response costs, and liabilities arising from or related to the existence, presence, disturbance, release, or recurrence of hazardous materials, mold, or microbial contamination on the premises, except to the extent caused by Contractor’s gross negligence or willful misconduct. Contractor makes no representations whatsoever as to coverage for mold or hazardous-materials contamination, and acknowledges that most insurers expressly disclaim coverage for the same. If requested in writing, Contractor will inquire as to the availability of additional coverage for such contamination or remediation, and if available will obtain such coverage if the additional premium is paid by Owner as an extra.
13. Warranty
(a) Workmanship Warranty. Contractor warrants that the Work will be free from defects in workmanship for a period of five (5) years from the date of Substantial Completion (the “Workmanship Warranty”).
(b) Coatings Excepted. Roof coatings, fluid-applied membranes, and elastomeric or silicone restoration systems are not covered by the five-year Workmanship Warranty. Coating work is warranted in accordance with the manufacturer’s published system warranty (e.g., no-dollar-limit (“NDL”) or material-only warranty) and Contractor’s separate written coating warranty, if any. In the absence of a manufacturer system warranty, coating workmanship is warranted for two (2) years from the date of Substantial Completion.
(c) Materials. Materials are warranted solely by the manufacturer in accordance with the manufacturer’s published warranty. Contractor shall pass through to Owner all transferable manufacturer warranties for materials installed in the Work. Contractor makes no separate warranty as to manufacturer products.
(d) Exclusions. The Workmanship Warranty does not cover: (i) damage caused by acts of God, hail, wind in excess of manufacturer ratings, lightning, fire, flood, earthquake, falling objects, or vandalism; (ii) damage caused by foot traffic, point loads, or rooftop activity by Owner, occupants, or third parties; (iii) modifications, penetrations, additions, alterations, or repairs to the Work performed by parties other than Contractor; (iv) failure of Owner to perform reasonable maintenance, including but not limited to keeping drains, scuppers, and gutters clear, removing ponded debris, and inspecting sealants annually; (v) damage caused by HVAC condensate, refrigerant leaks, grease, or chemical exposure; (vi) consequential damage of any kind, including interior finishes, contents, lost rents, or business interruption; (vii) pre-existing conditions or substrate failure not within the Scope of Work; (viii) ponding water on roofs not specifically designed and contracted for water retention; and (ix) defects that Owner does not report to Contractor in writing within thirty (30) days of discovery.
(e) Sole Remedy. Contractor’s sole obligation, and Owner’s sole and exclusive remedy, under the Workmanship Warranty is repair or, at Contractor’s option, replacement of the defective workmanship. This warranty is in lieu of all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, habitability, and workmanlike performance, all of which are disclaimed to the fullest extent permitted by law.
(f) Transferability. The Workmanship Warranty is for the benefit of the original Owner and is not transferable except by written endorsement of Contractor.
14. Insurance and Indemnification
(a) Contractor’s Insurance. Contractor shall maintain Commercial General Liability, Automobile Liability, Workers’ Compensation, and Employer’s Liability insurance in commercially reasonable amounts. Certificates of insurance shall be furnished upon request. Owner shall be named as additional insured on a primary and non-contributory basis where required by the Agreement and to the extent of Contractor’s indemnity obligations under subsection (c) below.
(b) Owner’s Insurance and Builder’s Risk. Owner shall maintain property insurance on the existing structure and contents in an amount equal to the full insurable value. For new construction, additions, and material reroofs, Owner shall procure and maintain Builder’s Risk or Course of Construction insurance covering the Work and materials stored on or off site. Owner and Owner’s insurers waive all rights of subrogation against Contractor and its subcontractors for losses covered by such property or builder’s risk insurance. If Owner fails to procure such insurance, Owner self-insures the risk.
(c) Indemnification. To the fullest extent permitted by law and subject to the limitations of Colorado Revised Statutes § 13-21-111.5 (or any successor statute), each party (the “Indemnitor”) shall indemnify, defend, and hold harmless the other party and its officers, directors, members, employees, and agents (the “Indemnitees”) from and against claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of bodily injury, death, or damage to tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Indemnitor, its employees, or anyone for whose acts the Indemnitor is liable. Neither party shall be obligated to indemnify the other for the other’s own negligence or that of its employees or agents.
15. Limitation of Liability
To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages of any kind, including but not limited to lost profits, lost rents, loss of use, business interruption, tenant relocation costs, or loss of goodwill, arising out of or related to the Agreement or the Work, even if advised of the possibility of such damages. Contractor’s total cumulative liability under the Agreement, whether in contract, tort, indemnity, or otherwise, shall not exceed the contract price actually paid to Contractor for the Work giving rise to the claim. This limitation shall not apply to Contractor’s duty of indemnity under Section 14(c) to the extent of available insurance coverage, or to liabilities that cannot be limited by law.
16. Lien Rights
Contractor and its subcontractors and suppliers retain all mechanics’ lien rights, bond-claim rights, and stop-notice rights provided by Colorado law and the law of any other jurisdiction where the Work is performed. Nothing in the Agreement, including any payment, partial payment, or release given by Contractor, shall be deemed a waiver of lien rights with respect to Work performed or materials furnished after the date of such payment or release. Lien waivers, if any, shall be limited to amounts actually received in cleared funds and shall be conditioned upon such receipt. Owner shall promptly provide Contractor with the legal description of the property, the name of any lender, and the name of any upstream owner or general contractor upon request.
17. Substantial and Final Completion; Occupancy
“Substantial Completion” means the date when the Work is sufficiently complete in accordance with the Agreement so that Owner can occupy or use the Work for its intended purpose, notwithstanding minor punch-list items. “Final Completion” means the date when all punch-list items have been completed. Owner’s occupancy or beneficial use of the Work, in whole or in part, prior to Final Completion shall constitute Substantial Completion and acceptance of the Work, and Owner shall thereafter bear the risk of loss for the occupied portion. Owner waives all claims against Contractor for items not identified in writing on a punch list delivered to Contractor within fifteen (15) days of Substantial Completion, except for latent defects covered by the Workmanship Warranty.
18. Cleanup
Contractor shall remove from Owner’s property the debris and surplus material created by its operation and leave the Work area in a neat and broom-clean condition. Magnetic sweeping for fasteners is performed where reasonably accessible. Contractor is not responsible for residual dust, fasteners, or debris within attics, mechanical rooms, gutters, drains, scuppers, or HVAC units, nor for cleaning of Owner’s personal property.
19. Termination
(a) Termination for Cause by Contractor. Contractor may terminate the Agreement for cause upon seven (7) days’ written notice if Owner: (i) fails to make payment when due and does not cure within the notice period; (ii) fails to provide reasonable evidence of financial arrangements to pay for the Work; (iii) repeatedly fails to perform a material obligation; or (iv) materially interferes with Contractor’s performance. Upon termination, Contractor shall be entitled to payment for Work performed and materials furnished through the date of termination, plus demobilization costs, reasonable overhead and profit on Work performed, and a termination fee equal to fifteen percent (15%) of the unperformed contract balance.
(b) Termination for Cause by Owner. Owner may terminate the Agreement for cause upon seven (7) days’ written notice if Contractor materially breaches the Agreement and fails to commence cure within the notice period and diligently pursue cure to completion. If it is later determined that Contractor was not in default, the termination shall be deemed a Termination for Convenience under subsection (c).
(c) Termination for Convenience by Owner. Owner may terminate the Agreement for convenience upon fourteen (14) days’ written notice. Upon such termination, Contractor shall be entitled to: (i) payment for all Work performed and materials furnished through the date of termination; (ii) all unavoidable costs of demobilization, restocking, cancellation of subcontracts and material orders, and idle equipment; and (iii) reasonable overhead and profit on Work performed plus a termination fee equal to fifteen percent (15%) of the unperformed contract balance.
20. Dispute Resolution
(a) Direct Negotiation. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Agreement or the Work by direct negotiation between authorized representatives within twenty-one (21) days of written notice of the dispute.
(b) Mediation. If direct negotiation does not resolve the dispute, the parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator in Colorado, or, failing agreement, by the American Arbitration Association (“AAA”) under its Construction Industry Mediation Procedures. Mediation is a condition precedent to arbitration.
(c) Binding Arbitration. Any dispute not resolved by mediation shall be finally resolved by binding arbitration administered by the AAA under its Construction Industry Arbitration Rules in effect on the date of the demand. The arbitration shall be conducted in Colorado before a single arbitrator unless the amount in controversy exceeds $500,000, in which case a panel of three arbitrators shall preside. The arbitrator(s) shall have authority to award all legal and equitable remedies, including specific performance, and the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek provisional relief in court, including to perfect, preserve, or foreclose mechanics’ lien rights, without waiving the right to arbitrate.
(d) Governing Law. The Agreement shall be governed by and construed under the laws of the State of Colorado, without regard to conflicts-of-law principles.
(e) Class Action Waiver. All disputes shall be resolved on an individual basis. The parties waive any right to bring or participate in a class, collective, or representative action.
21. Assignment, Notices, and Miscellaneous
(a) Assignment. Neither party may assign the Agreement without the other party’s written consent, except that Contractor may assign payment rights to a financing source or factor.
(b) Notices. All notices shall be in writing and delivered by hand, certified mail return receipt requested, or recognized overnight courier to the addresses stated in the Agreement, or by email to the email addresses stated in the Agreement with delivery confirmation.
(c) Entire Agreement. The Agreement, including these Terms and any attached scope documents, drawings, specifications, and approved Change Orders, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether oral or written. The Agreement may be modified only by a written instrument signed by both parties.
(d) Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.
(e) No Waiver. Failure of either party to enforce any provision shall not constitute a waiver of that or any other provision.
(f) Survival. Sections 8 (to the extent of unpaid amounts), 12, 13, 14, 15, 16, 20, and this Section 21 shall survive termination or completion of the Agreement.
(g) Headings. Section headings are for convenience only and do not affect interpretation.
(h) Counterparts and Electronic Signatures. The Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
22. Residential Provisions (Applicable Only to Residential Transactions)
This Section 22 applies only where Owner is a natural person contracting for work performed at Owner’s primary or secondary residential dwelling (single-family home, townhome, or condominium unit) and does not apply to commercial, multi-family (5+ units), industrial, institutional, or investment-property transactions.
(a) Three-Day Right to Cancel. Owner has the right to cancel this Agreement without penalty or obligation within three (3) business days after the date of signing by delivering written notice of cancellation to Contractor at the address stated in the Agreement. This right does not apply where Owner has requested Contractor to perform emergency services and Owner has signed a separate written waiver of the right to cancel.
(b) Insurance Claims (Colorado Roofing Bill — C.R.S. § 6-22-101 et seq.). If the Work is to be paid from the proceeds of a property and casualty insurance claim, (i) Contractor shall not pay, waive, rebate, or promise to pay Owner’s insurance deductible; (ii) Owner has the right to rescind this Agreement within seventy-two (72) hours after Owner receives written notice from the insurer that all or part of the claim is not a covered loss; and (iii) Contractor shall hold in trust any payment received from Owner until Contractor has delivered materials to the site or performed a majority of the Work.
(c) Notice of Right to Cure (C.R.S. § 13-20-803.5). Before commencing any action against Contractor alleging a construction defect in residential improvements, Owner shall serve Contractor with written notice of claim describing the alleged defect in reasonable detail and shall afford Contractor a reasonable opportunity to inspect and offer to repair, replace, or pay for the alleged defect, all as provided by the Construction Defect Action Reform Act.