1. Contract. Contractor’s Contract (“Contract”) is for materials and scope of work (“Work”) required based information known and a visual inspection of the property. This Contract shall not be a binding until a Contractor representative also signs this Contract. SALES REPRESENTATIVES ARE NOT AUTHORIZED TO SIGN CONTRACT. Total Price is based on job being ready for continuous work. Contractor will not begin work until the areas are ready, acceptable, sufficient areas of roof deck are clear and available, and free from water or debris to allow for continuous full operation. Client warrants it is not aware of any hazard or condition in, at or on the building which would endanger the life and safety of Contractor’s personnel, that the structure and roof deck of the building are sufficient to support Contractor’s personnel and equipment on the roof performing roof removal and replacement operations. The expense of any extra trips by Contractor to and from the job as a result of the job not being ready for the Work after Contractor has been notified to proceed will result in additional charges. Contractor does not provide engineering, consulting, or architectural services. Client will retain a licensed architect or engineer to determine proper design, drainage, vapor barrier or air retarder, and code compliance, if needed. Contractor is not responsible for structural integrity or design. Client warrants that any plans, specifications, or design plans are sufficient and conform to all applicable laws and building codes.

2. Contractor’s Insurer. Contractor’s insurance certificate is available upon request and will include the identity of the Contractor’s Broker and insurance carrier.

3. Insurance Claims. Client authorizes Contractor to inspect the building, provide estimates, and supporting documentation to assist Client in obtaining Client’s Insurer’s approval of Contractor’s proposed Work. Contractor is authorized to communicate directly with Client’s Insurer, but not act as an independent or public adjuster. Client and Client’s Insurer shall agree to total amount, which is irrevocably assigned to Contractor. If Client’s Insurer refuses to adequately fund the work, Contractor may terminate this Contract.

4. Changes. The full amount of all monies as specified by the agreed price does not include any change orders that might arise during project not covered by the agreed price that are necessary to complete the repair or replacement process as required by local building codes. No amendments or change orders shall be binding unless agreed to in writing by Client and Contractor.

5. Cancellation. If Client cancels this Contract outside of the 72-hour cancellation period, Client must pay the greater of the cost of all materials ordered by Contractor which are not returnable and work performed by Contractor or damages in an amount equal to twenty-five (25%) of the Insurer approved amount for Work including supplements, which Client agrees are fair and reasonable.

6. Failure to Pay. If any payment is not made when due: a) it shall accrue interest at the rate of two percent (2%) per month until fully paid; b) ALL WARRANTIES SHALL BE NULL AND VOID; c) suspend all work and shipments; or d) terminate Contract. Contractor’s entitlement to payment is not dependent upon criteria promulgated by Factory Mutual Global, including wind uplift testing. Additionally, Contractor is entitled to reasonable costs of shut-down, delay and start-up.

7. Indemnification. Generally, the Client shall defend, indemnify, and hold harmless the Contractor, its officers, directors, agents, and employees (“Indemnities”) from and against any and all claims, demands, losses, damages, liabilities, expenses, or costs, including reasonable attorneys’ fees, costs and expenses of investigation, penalties, interest and amounts paid in settlement incurred or to be incurred by Contractor, caused by the actions of Client or Client’s agent(s), employee(s), guests, or invitees. Specifically, the Client shall indemnify and defend Indemnities from: a) roof leakage that arose prior to, or while, Work is being performed by Contractor; b) hidden or latent defects in the construction of the existing structure; c) violations of building codes, deteriorated decking, or other matters that arose prior to Contractor performing any Work under this Contract including, but not limited to, the costs of Contractor performing additional work not set forth in this Contract; d) damage to Contractor’s Work caused by Client or Client’s family, guests, invitees, or third parties; and e) mold or bacteria on or in the existing structure that arose prior to, or while, Work is being performed by Contractor.

8. Ladder Liability. Local building codes mandate that a ladder must be provided by Contractor for inspectors. Client is solely responsible for supervision of the ladder. Client must not use the ladder to access the roof, or for any other purpose. Client will not allow any person other than the inspector to use the ladder.

9. Force Majeure/Delays. Contractor shall not be liable for any delay in performance or failure of performance due to force majeure, including strikes, accidents, and unavailability of labor or materials, shipping delays, divine acts, pandemics, epidemics, or other delays beyond its control. Contractor is not responsible for delays by governmental agencies in issuing any required permit or certificate, in failing/refusing to perform required inspections, litigation, or conduct or lack of conduct by Client. In the event of a delay in performance as a result of the aforesaid, Contractor is entitled to additional time for completion and compensation consistent with such delay shall be granted to Contractor.

10. Incidental Damages. Contractor will make every effort to limit damages to the property during the Work, Contractor shall not, be liable for damage to the property including, but not limited to: a) slight scratching or denting of gutters; b) droplets of oil on sidewalks and driveway; c) cracks in concrete; d) damage to landscaping; e) damage to interior or exterior trim pieces, molding, or stucco, incident to the Work; e) damage to solar panels, evaporative coolers, or skylights; f) interior damage from falling dust and debris, cracked plaster, sheet rock or nail pops, incident to the Work; g) damage to sidewalks or driveways; h) damages based upon delay, liquidated damages, or penalties resulting from any delay in completion of the work; i) damage to Client’s vehicles not removed from the perimeter of the property.

11. Client Supervision. Client assumes all responsibility and liability for all personal property located on or near site, and property coming onto or near the site. Client shall keep all pets and children inside during the Work. Contractor is not liable for any injury to pets or children in the work area.

12. Roof Loading. Client authorizes Contractor to load roofing material by crane and in bulk on the roof. Contractor is not liable for any damages resulting therefrom. If Client requests hand loading of roofing material spread out over the roof, there will be an additional five dollar ($5.00) per square charge.

13. The Work & Materials. Client agrees that any materials shall be the property of Client upon delivery to the job site. Client will protect materials from loss and to insure same against said loss. Client shall purchase and maintain builder’s risk, and property insurance for the full value of the Work.

14. Roof Obstructions. If screens, gutters, solar panels, HVAC units, satellite dishes, pipes or other objects obstruct access to or, prevent completion of installation/repair of, facia or areas of the roof, Client shall remove and replace any such obstruction or attachment at Client’s sole expense. Contractor is not responsible for any hidden defects including rotten decking, facia, rafters, and siding if they are discovered during the Work, Contractor will submit a Change Order for additional compensation and time.

15. Contaminants. Client warrants that the existing roof system, decking, and ceiling, do not contain asbestos, lead, mold, and/or bacteria (“Contaminants”). If Contaminants are discovered during the Work, Contractor will cease further work until removal of Contaminants. Client shall pay Contractor for any additional costs and expenses incurred as a result of the delay due to removal of Contaminants. Contractor does not provide abatement or removal of Contaminants.

16. Moisture/Leaks. Moisture may be under the old roof may cause damage to the Work as well as other damage. Client should tear off the old roof. If tear off is not part of the Work authorized by the Client, Contractor is not liable for any damages caused by pre-existing moisture. If Client discovers a leak, Client shall notify Contractor immediately. Client shall take immediate action to prevent damage. Contractor will investigate any reported leak and in its sole discretion determine the proper method and scope of any repair. Client agrees to cooperate with such inspections providing Contractor with unlimited access to the interior and exterior of the property.

17. Aesthetics. Contractor is not responsible for or aesthetics oil-canning. Metal roofing will exhibit waviness, “oil-canning,” this does not affect the performance of the panels.

18. Snow Removal. The Work does not include the cost of snow removal and if needed, Client shall be responsible for and pay the cost of snow removal.

19. HOA. Client is responsible for Homeowner’s Association approval of products and colors.

20. Photography. Client allows Contractor to photograph the property and Work and use those photographs freely without restriction.

21. Dispute Resolution. With the exception of Contractor collecting amounts due, all other disputes or claims arising from this Contract shall first be submitted to a mediation at the Judicial Arbiter Group, in Denver, Colorado. In the event there is litigation, the Parties WAIVE THE RIGHT TO A TRIAL BY JURY.

22. Choice of Law, Venue, Attorneys’ Fees. This Contract shall be governed by the laws of the State of Colorado. Venue of any proceeding arising out of or relating to this Contract shall lie in the City and County of Denver. Should Contractor employ an attorney to enforce any of the provisions hereof to protect its interest in any matter arising out of or related to this Contract, including collections, Contractor shall be entitled to recover from Client all of its attorneys’ fees and costs/expenses incurred therein, including attorney’s fees, and costs/expenses incurred at for pursuing and foreclosing on a mechanic’s lien, mediation, administrative, appellate, or bankruptcy proceedings.

23. Construction and Interpretation. If a provision of this Contract is held to be unenforceable, that provision will be deemed separable from the remaining provisions of the Contract. It will not affect the validity or interpretation of the other provisions.

24. LIMITED WARRANTY — LABOR ONLY. Contractor warrants all labor from the time of substantial completion of the Work (provided payment has been made in full) for a period of one year after substantial completion. This Warranty is non-transferable. Contractor is not liable for damages caused by: a) divine acts including, but not limited to, winds of 50 m.p.h. or greater, lightning, tornadoes, hail storms; b) distortion, cracking, or movement of the roof deck, walls, or foundation of the building; c) defects in materials; d) improper original construction including, but not limited to, faulty framing, masonry, bracing and/or roof decks; and, e) traffic on or over the roof by anyone except a Contractor representative. EXCEPT AS OTHERWISE STATED HEREIN, CONTRACTOR DOES NOT PROVIDE A WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Defects in materials may be covered by a manufacturer’s warranty which may not cover problems caused by: moisture entering the roof system through walls, structural defects, HVAC systems, internal and scupper drains beyond the drain flashings, gutters, collector boxes and downspouts, gas lines, and electrical conduit lines, coping and similar matters.