The Subcontractor will, unless otherwise stated in a written Change Order, complete the Services upon the termination of this Agreement.
Completion, as determined under this Section, may be changed if the Services cannot begin or end due to circumstances beyond the control of the Contractor, including but not limited to, lack of readiness of the Location, unavailability of building materials, or any other issues considered outside the control of
the parties in this Agreement.
VI. Responsibilities.
Costs and responsibility related to the Services shall be as follows:
a) Labor, including, but not limited to, employees, subcontractors, and any other individuals or agents, shall be the responsibility of the Contractor;
b) Materials, including, but not limited to, all supplies and products, shall be the responsibility of the Subcontractor;
c) Equipment, including, but not limited to, machinery, accessories, or devices needed in order to complete the Services, shall be the responsibility of the Subcontractor;
d) Travel, including, but not limited to, ensuring that any labor, materials, and/or equipment are provided at the Location, shall be the responsibility of the Subcontractor.
Exceptions are as described: Subcontractor's Financial Burden: Despite TNP providing materials, the subcontractor remains responsible for a wide range of expenses: Transportation: Covering the costs of traveling to and from the job site. Tools & Equipment: Providing and maintaining any necessary tools and equipment. Insurance: Obtaining and maintaining relevant insurance, as TNP's coverage may have limitations (e.g., excluding negligence and liability). Taxes: Paying taxes on their income. General Business Expenses: Covering all other costs associated with running their business. TNP's Limited Coverage: TNP provides daily insurance coverage, but it likely excludes: Negligence or liability resulting from the subcontractor's actions. Coverage for the location where the subcontractor is
working, which may require separate contractual arrangements.
Subcontractor shall not be liable for any other costs in connection to the Services ("Responsibilities").
VII. Payment.
The Subcontractor shall be paid for their Services and Responsibilities Direct Deposit / Hourly / Biweekly.
VIII. Insurance.
The Contractor shall not require the Subcontractor, along with each of its subcontractors, to have any type of insurance before commencing Services.
IX. Required Licenses.
All parties of this Agreement, including but not limited to, Contractor, Subcontractor, other sub-contractors, and all parties' direct or indirect employees, and agents, shall belicensed in accordance with Colorado laws. All individuals under this agreement shall be regulated by their respective licensing board which has jurisdiction to investigate complaints made by any third (3rd) parties.
X. No Right to Sub-subcontract.
The Subcontractor may not subcontract, either part or in whole, the
Services authorized under this Agreement.
XI. Claims.
If any claim is made by the Contractor or Subcontractor in connection with a Change Order or regarding any related issue with this Agreement or the performance of Services and/or Services to be provided, either party shall have the right to submit written notice of such claim through certified mail with return receipt. After receipt of a written claim by either party of this Agreement, the parties shall have 30 business day(s) to correct the claim prior to seeking a resolution.
XII. Dispute Resolution.
If a dispute arises concerning the provisions of this Agreement or the performance of any of the parties mentioned, the parties hereby agree to settle the dispute by pursuing mediation, then binding arbitration as regulated under the laws in Colorado. The parties agree to accept the final decision made by the arbitrator.
If the parties have a dispute, regardless of aforementioned dispute remedies, the Contractor may, before, during, or after any arbitration or mediation, take any steps required by law to preserve or secure any lien on the property to enforce payment of monies due. Specifically, the Contractor may record one or more lien certificates in the appropriate Registry of Deeds and may commence legal action to enforce and preserve any lien as provided under Colorado laws.
XIII. Termination.
During the course of this Agreement no one party has the right to terminate this Agreement. Termination must be mutually agreed upon by Contractor and Subcontractor.
XIV. Warranty.
Subcontractor warrants to Client and Contractor that any and all materials and equipment furnished shall be new unless otherwise specified and that all Services provided under this Agreement will be performed, at a minimum, in accordance with industry standards. All work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The warranty provided in this Section shall be in addition to and not in limitation of any other warranty or remedy required by Colorado law or by the Prime Contract.
XV. Entire Agreement.
This Agreement represents the entire agreement between the Contractor and Subcontractor. This Agreement supersedes any prior written or oral representations. Subcontractor, its subcontractors, suppliers and/or materialmen are bound to the Contractor by the Prime Contract and any contract documents incorporated therein to the same extent as Contractor is bound to the Client insofar as they related in any way, directly or indirectly, to the Services provided and covered in this Agreement.
XVI. Delays.
Should the Subcontractor delay the Contractor, or any other contractors, subcontractors, suppliers and/or materialmen on the entire project, Subcontractor will indemnify the Contractor and hold Contractor harmless for any damages, claims, demands, liens, stop notices, lawsuits, attorneys' fees, and other costs or liabilities imposed on the Contractor connected with said delay by the Subcontractor. Among other remedies for Subcontractor's delay, the Contractor may supplement the Subcontractor's work and deduct associated costs at Contractor's election.
XVII. Inspection of Services.
Subcontractor shall make the Services provided accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Contractor or any authorized third (3rd) party
XVIII. Labor Relations.
Subcontractor shall maintain labor policies in conformity with the directions of the Contractor and under Colorado laws.
XIX. Indemnification.
To the fullest extent permitted by law, Subcontractor shall defend, indemnify and hold harmless the Client and Contractor along with any of their agents, employees, or individuals associated with their organization from claims, demands, causes of actions and liabilities of any kind and nature whatsoever arising out of or in connection with the Subcontractor’s Services or operations performed under this Agreement and causes or alleged to be caused, in whole or in part, by any act or omission of the Subcontractor or anyone employed directly or indirectly by Subcontractor or on Subcontractor's account related to Subcontractor's Services hereunder. This indemnification shall extend to claims occurring after this Agreement is terminated as well as while it is in force. The indemnity shall apply regardless of any passively negligent act or omission of the Client or Contractor, or their agents or employees, but Subcontractor shall not be obligated to indemnify any party for claims arising from the active negligence, sole negligence, or willful misconduct of Client or Contractor or their agents or employees or arising solely by the designs provided by such parties. To the extent that Colorado law limits the defense or indemnity obligations of the Subcontractor either to Contractor or Client, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by the Subcontractor under the law. The indemnity set forth in this Section shall not be limited by any insurance requirement or any other provision of this Agreement.
XX. Confidentiality.
For the purposes of this Agreement, "Confidential Information" shall mean any information or material that is proprietary to a party or designated as confidential by such party ("Disclosing Party") and received by another party ("Receiving Party") as a result of this Agreement. Confidential Information may be considered any information that is conceived, originated, discovered or developed in whole or in part by the Subcontractor in accordance with providing their Services. Confidential Information does not include (1) information that is or becomes publicly known without restriction and without breach of this Agreement or that is employed by the trade at or after the time the Receiving Party first learns of such information; (2) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; (3) information the Receiving Party lawfully receives from a third (3rd) party without restriction on disclosure and without breach of a nondisclosure obligation; (4) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (5) information the Receiving Party develops independent of any information originating from the Disclosing Party.
XXI. Prime Confidential Information.
The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software, in various stages of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos ("Identity"). Subcontractor will not use or reference Contractor their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.
XXII. Non-Disclosure.
The parties hereby agree that during the term of this Agreement hereof, and at
all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentation and records which in any way incorporate Confidential Information.
XXIII. Right to Disclose.
With respect to any information, knowledge, or data disclosed to the Contractor by the Subcontractor, the Subcontractor warrants that the Subcontractor has full and
unrestricted right to disclose the same without incurring legal liability to others, and that the Contractor shall have the full and unrestricted rights to use and publish the same as it may see fit. Any restrictions on Contractor’s use of information, knowledge, or data disclosed by Subcontractor must be made known to Contractor.
XXIV. Notices.
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed to have been received (1) if delivered by hand – at the time of delivery, (2) if delivered by overnight courier – 24 hours after the date of delivery to courier with evidence from the courier, (3) if delivered by certified mail with return receipt – the date as verified on the return receipt, (4) if delivered by first class mail – three (3) business days after the date of mailing.
XXV. Injunctive Relief.
Subcontractor acknowledges it would be difficult to fully compensate the Client and/or Contractor for damages resulting from any breach of this Agreement. Accordingly, in the event of any breach of this Agreement, the Client and/or Contractor shall be entitled to temporary and/or permanent injunctive relief to enforce such provisions.
XXVI. Severability.
If any term, covenant, condition, or provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
XXVII. Independent
Contractor. No term, covenant, condition, or provision of this Agreement shall be considered to create an employer and employee relationship, a master-servant relationship, or a principal and agent relationship between Subcontractor and/or any of the Subcontractor's employees and the Contractor or Client. All parties to this Agreement attest that the relationship between the Contractor and Subcontractor shall be recognized as the Subcontractor acting as an independent contractor.
XXVIII. Force Majeure.
Neither party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of any such delay, any date stated herein shall be extended by a period of time agreed upon by both Contractor and Subcontractor.
XXIX. Governing Law.
This Agreement shall be governed under the laws in Colorado.
IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their duly authorized officers and made effective as of the undersigned date.