Legal Terms
TRUVIRTUE ELECTRICAL LLC
SUPPLY AND SERVICES AGREEMENT
This Electrical Supply and Services Agreement ("Agreement"), dated ______________ ("Effective Date"), is entered into by and between TruVirtue Electrical LLC (“TruVirtue") and _____________________________ ("Customer") for TruVirtue to perform electrical work upon and at ________________________ (the “Premises”).
WHEREAS, TruVirtue has the capability and capacity to perform, in general, certain electrical services work, as more fully set forth on Exhibit A—Project Specifications (the “Work”); and
WHEREAS, Customer desires to retain TruVirtue to perform the Work under the terms and conditions set forth in this Agreement, and TruVirtue is willing to perform the Work;
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TruVirtue and Customer (hereinafter, collectively, the "Parties," or each, individually, a "Party") agree as follows:
1. Scope of Work
1.1 TruVirtue shall furnish, and its scope of work shall include, all labor, materials, tools, equipment, services, licenses and permits as are necessary for performance of the Work, as more specifically described in the attached Exhibit A—Project Specifications. The Work shall include all work expressly stated in Exhibit A and any and all incidental work reasonably necessary for TruVirtue to perform and complete the Work. A detailed cost breakdown is set forth at Exhibit B—Cost Proposal.
1.2 Exhibits A and B are based on information known to TruVirtue at the time of this Agreement. As Work proceeds, site conditions and other factors may require amendment to the Work, in which case TruVirtue will issue Customer a Change Order that reflects, documents, and memorializes the amendment to the Work and any associated change in cost. Payment for Change Order work will be invoiced upon completion of the work addressed by the Change Order.
1.3 Customer acknowledges that this Agreement is for TruVirtue’s performance of the Work and that TruVirtue has no obligation to perform any additional work beyond the scope of work set forth in Exhibit A. Customer assumes the risk that TruVirtue’s performance of the Work may have unforeseen impacts to existing structures and systems, and Customer expressly confirms that TruVirtue shall have no obligation to perform any additional work beyond the scope of work addressed by this Agreement.
2. Price/Payment
2.1 For and in consideration of the performance of this Agreement, Customer shall pay TruVirtue in accordance with the payment provisions of this Agreement as follows (place “X” in front of the appropriate payment provision):
Lump Sum
A firm fixed price of $____________________________.
Time and Material
Time and material rates and prices pursuant to the attached Schedule of Labor and Material Costs in Exhibit A-2.
Unit Price
Unit prices in accordance with the attached Schedule of Unit Prices and Estimated Quantities in Exhibit A-2.
Other
Payment provision as specified in the attached Exhibit A-2.
The price set forth in this Section 2.1 is the Contract Price.
2.2 Upon execution of this Agreement, Customer shall remit to TruVirtue a non-refundable payment of ____________________ as a retainer. TruVirtue has the discretion to apply retainer funds against any application for payment, and any remaining retainer amount will be applied against TruVirtue’s final invoice.
2.3 As Work proceeds, TruVirtue will issue periodic applications for payment to Customer. Payment of each application is due to TruVirtue within seven days of Customer’s receipt. Customer expressly waives any objection to a payment application unless Customer provides TruVirtue notice, as prescribed in Section 10, of a dispute within forty-eight hours of receipt of the application for payment. Failure of Customer to pay a single application shall constitute a default and entitle TruVirtue to cease work until payment is made. Any amount due and unpaid by Customer shall accrue eighteen percent per annum interest until paid.
2.4 Upon substantial completion of the Work, TruVirtue and Customer will jointly conduct a walk-through inspection to identify, discuss, and formulate a plan to address any remaining steps necessary for TruVirtue to complete the Work. Upon ultimate completion of the Work, TruVirtue will issue Customer a final invoice, payment of which is due within seven days.
2.5 Any disputes regarding applications for payment, the amounts therein, or payment for items addressed in any Change Order shall be handled by the Parties under the dispute resolution procedure set forth in Section 9 of this Agreement.
3. Performance of the Work
3.1 The Parties will agree on a schedule for TruVirtue’s performance of the Work at the time of execution of this Agreement (known as the “Contract Time”). TruVirtue agrees to take reasonable measures to perform the work pursuant to and consistent with the Contract Time. However, TruVirtue shall not be deemed to be in default of this Agreement for any delay outside of TruVirtue’s control.
3.2 This Agreement and the Contract Price are based on the assumptions that: (1) there are no physical conditions at the site differing from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this Agreement; (2) there are no conditions or occurrences at the site that will impede or delay TruVirtue in performance of the Work; (3) the foundation, structural support and electrical system are all proper and suitable for the Work; (4) there is no dry rot, insect infestation, asbestos or any other condition that adversely impacts TruVirtue’s ability to perform the Work; and (5) all conditions of the Premises comply with the building code and are properly and duly permitted. If any of these assumptions turns out to be incorrect, Customer shall be responsible to fairly compensate TruVirtue for all additional work necessary to complete the Work. Prior to execution of this Agreement, Customer shall inform TruVirtue of the exact location of any items not visible to TruVirtue that may affect TruVirtue’s performance of the Work.
3.3 If TruVirtue is delayed at any time in the progress of the Work by changes ordered in the Work, by labor disputes, fire, unusual delay in transportation, adverse weather conditions not reasonably anticipatable, unavoidable casualties, or any causes beyond TruVirtue's control, or by any other cause that may justify the delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Parties jointly may determine. Delays of the Work during the winter months caused by storms, snow, and other unavoidable causes beyond the control of TruVirtue shall extend the Contract Time by the number of days of delay resulting from said causes.
3.4 TruVirtue warrants to Customer that all materials and equipment incorporated in the Work will be new unless otherwise specified, and that all Work will be in accordance with industry standards and in compliance with all applicable laws or building code.
3.5 TruVirtue is responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. TruVirtue will take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to (1) all employees on the Work and other persons who may be affected thereby, (2) all the Work and all materials and equipment to be incorporated therein, and (3) other property at the site or adjacent thereto. TruVirtue shall promptly remedy all damage or loss to any property caused in whole or in part by TruVirtue, except damage or loss attributable to the acts or omissions of Customer or anyone directly or indirectly employed by Customer or by anyone for whose acts TruVirtue may be liable, and not attributable to the fault or negligence of TruVirtue.
3.6 If TruVirtue reasonably believes or is advised by any professional retained to provide services for the Work that implementation of any instruction received from Customer would cause a violation of any applicable law or building code, TruVirtue shall notify Customer. TruVirtue shall not be obligated to perform any act that TruVirtue believes will violate any applicable law or building code.
3.7 Any work resulting from unseen or undisclosed conditions, or from additional requirements of any architect, engineer or any applicable authority, or from improperly executed work by others, shall constitute an additional scope of work and shall, if and when applicable, be disclosed by TruVirtue to Customer in the form of a Change Order within a reasonable time from the discovery of such condition or requirement.
3.8 TruVirtue has the right to order changes in the Work consisting of additions, deletions, or modifications, with the Contract Price and Contract Time adjusted accordingly. All such changes in the Work shall be authorized by written Change Order signed by TruVirtue and Customer.
3.9 Change Orders will be accompanied by a Change Order Summary Report, which notes all changes, revisions, and cost adjustments to the Contract Price and changes to the Contract Time.
3.10 Customer acknowledges that TruVirtue has the sole right and authority under this Agreement to issue a Change Order, and TruVirtue has no obligation to issue any Change Order at the request of Customer for a change to the Work.
4. Customer Obligations
4.1 Customer represents to TruVirtue that Customer owns and/or has the legal right to improve and contract for construction work upon the Premises. Customer agrees to defend, indemnify, hold harmless, and provide insurance coverage for TruVirtue related to any action against TruVirtue resulting from Customer’s misrepresentation on this issue, whether intentional or unintentional, or other breach of this Section 4.
4.2 Upon request, Customer agrees to furnish TruVirtue a copy of the deed for the Premises, any existing surveys and recorded plats, Covenants Conditions & Restrictions, and a legal description of the Premises.
4.3 Customer is responsible for the cost of any permits and licenses required for TruVirtue to perform the Work and agrees to provide any required signatures in connection therewith.
4.4 Customer is responsible for obtaining any HOA, Architectural Board, or other committee approval for TruVirtue to perform the Work.
5. Warranties
5.1 TruVirtue warrants that its work will be performed in accordance with industry standards and in compliance with all applicable laws. TruVirtue will correct any nonconforming work, subject to the conditions and limitations listed in this Section 5. Alternatively, TruVirtue may hire another company to perform TruVirtue’s warranty work. The decision as to whether TruVirtue or another company performs TruVirtue’s warranty work shall be made exclusively by TruVirtue. If Customer or its agent repairs or replaces TruVirtue’s work, Customer shall not be entitled to any reimbursement from TruVirtue.
5.2 TruVirtue will remedy any nonconforming work or defects due to faulty workmanship that appear within a period of one year from the date of completion of the Work.
5.3 TruVirtue’s warranty expires one year after the earliest of: (1) the day TruVirtue’s scope of work is substantially completed, (2) the last day that TruVirtue performs work at the project (not including repair work and warranty work), or (3) the date of TruVirtue’s final invoice to Customer. Any warranty work performed by TruVirtue or its agent shall not extend the warranty period.
5.4 TruVirtue must be given written notice of a warranty claim before the one-year warranty period expires. Further, TruVirtue must be given reasonable access and opportunity to correct any such warranty claim items during business hours or as otherwise agreed between the parties. No action may be filed for any warranty claim that is not delivered in writing to TruVirtue before the one-year warranty period expires, and unless such reasonable access and opportunity to correct have been afforded.
5.5 Full payment of TruVirtue’s final invoice within 30 days of the date on the final invoice is a condition precedent to the operation of TruVirtue’s warranty. If Customer disputes TruVirtue’s final invoice in good faith and Customer desires to not fully pay TruVirtue’s final invoice, but desires to have the warranty, then Customer shall deposit the unpaid balance with a third party mutually agreed upon in writing between the parties to remain there until written agreement between the parties or the order of a court of competent jurisdiction. If Customer does not pay the full balance of the final invoice to TruVirtue or deposit said funds in the manner described within 30 days after the date of TruVirtue’s final invoice, then TruVirtue’s warranty is null and void and Customer forfeits any breach of warranty claim that Customer might otherwise have.
5.6 Any action alleging a breach of warranty that is filed against TruVirtue must be filed in a court of competent jurisdiction no later than four months after expiration of the one-year warranty, otherwise it shall be time-barred.
5.7 TruVirtue’s warranty applies to TruVirtue’s workmanship only. TruVirtue’s warranty does not apply to any manufactured item such as appliances, fixtures or materials products. Such products shall be covered by the manufacturer’s warranty only.
5.8 The warranties contained herein are in lieu of any other applicable warranties of TruVirtue expressed or implied.
5.9 Damage to property or contents from electrical surges, power grid surges, brownouts or lightning is not covered by any warranty expressed or implied.
5.10 TruVirtue warrants that the materials and finishes used in the Work are of commonly acceptable quality at the time of installation. Weather exposure (ice, pine needles, rain, snow, sun, temperature, wind, humidity, etc.) will cause materials and finishes to change color, crack, oxidize, swell, shrink and stain. Customer is responsible to continually inspect and monitor both interior and exterior conditions and conduct maintenance and repair work as needed. TruVirtue does not warranty anything that is not under the direct foreseeable control of TruVirtue, given commonly acceptable practices and conditions at the time of installation.
6. Indemnity
6.1 Customer shall indemnify, defend, and hold harmless TruVirtue and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party in a final non-appealable judgment (collectively, "Losses"), relating to, arising out of or resulting from any claim of a third party or Customer alleging TruVirtue's negligence, willful misconduct, or breach of this Agreement. TruVirtue shall not enter into any settlement without Customer's or Indemnified Party's prior written consent.
7. Insurance
7.1 TruVirtue carries and maintains liability insurance as required by law, including to protect TruVirtue from claims for damages because of bodily injury, including death, and from claims for damages, other than to the Work itself, to property that may arise out of or result from TruVirtue's operations under this Agreement, whether such operations be by TruVirtue, any subcontractor, or anyone directly or indirectly employed by any of them.
7.2 Customer shall purchase and maintain property insurance upon the entire Work at the site to the full insurable value thereof. This insurance shall include the interests of Customer and TruVirtue in the Work and shall insure against the perils of fire and extended coverage and shall include "all risk" insurance for physical loss or damage including, without duplication of coverage, theft, vandalism, and malicious mischief.
8. Termination
8.1 Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party:
(a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach;
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due;
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing;
(d) Is dissolved or liquidated or takes any corporate action for such purpose;
(e) Makes a general assignment for the benefit of creditors; or
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
8.2 TruVirtue and Customer may terminate this Agreement by mutual written consent. In such event, Customer shall pay for the Work completed prior to termination.
9. Dispute Resolution Procedure
9.1 If a dispute arises between the Parties, they shall attempt, through written communications, a good faith resolution before any legal action is taken. That failing, prior to filing a demand for arbitration, both parties agree to attempt a resolution through a mediator. If the mediation is unsuccessful and either party wishes to file a demand for arbitration, such demand shall be subject to the terms of this Section 9.
9.2 All claims or disputes not resolved under the terms of Section 9.1 shall be decided by arbitration filed with the American Arbitration Association. Notice of the demand for arbitration shall be filed in writing and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. During the time of any claim or dispute all monies owing to TruVirtue, or accrued, shall be held in a separate escrow account with said interest accruing proportionately to any and all beneficiaries of the claim. No escrow shall be required for damages claimed by Customer against TruVirtue.
9.3 No arbitration may be demanded by Customer against TruVirtue as to any claim, known or unknown, arising from TruVirtue’s performance of this agreement or lack thereof, including but not limited to actions for breach of contract, breach of warranty, tort, indemnification, or actions based on equitable principles, unless the action is commenced within four months after the expiration of TruVirtue’s one-year warranty period.
10. Authority and Notice
10.1 Customer shall designate in this Section 10.1 a person authorized to act on the Customer's behalf with respect to the Work. Customer or such authorized representative shall examine documents submitted by TruVirtue and shall render decisions in a timely manner and in accordance with the schedule accepted by the Customer. The authorized representative shall have complete authority to transmit instructions, receive information, interpret construction dialogue and make decisions with respect to the Work and such authority shall be deemed the same as if communicated by the Customer under the terms and conditions of this Agreement. Unless TruVirtue is expressly advised otherwise, Customer's authorized representative shall be _____________________________. Customer or its authorized representative shall communicate directly with TruVirtue regarding any Change Orders or anything else relating to the Work on the Premises. The authorized representative designated in this Section 10.1 has the legal authority to bind Customer to the terms and conditions of this Agreement, and this Agreement is valid and binding through acceptance by such designated authorized representative.
10.2 Any notice required under a provision of this Agreement shall be communicated to each Party through the individuals set forth below via email, telephone, or letter mailed via registered mail to the listed physical address:
TruVirtue Electrical LLC:
Name: Matt Beers
Address: 1833 Brightwater Dr. Fort Collins, CO 80524
Telephone: 970 450-7250
Email: mattbeers00@gmail.com
Customer:
Name:______________________________________
Address:____________________________________
___________________________________________
Telephone:__________________________________
Email:______________________________________
11. Force Majeure
11.1 Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include but are not limited to natural disasters, embargoes, explosions, riots, wars, government-imposed shutdowns, or acts of terrorism) (each a "Force Majeure Event").
11.2 The Party claiming a Force Majeure Event shall give the other Party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. The Party claiming a Force Majeure Event shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under this Agreement.
12. Miscellaneous
12.1 This Agreement is governed by and shall be interpreted under the laws of the State of Colorado. Venue for any action arising out of this Agreement shall be in Larimer County, Colorado.
12.2 This Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
12.3 This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
12.4 This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
12.5 This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
12.6 No amendment to, or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party.
12.7 If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12.8 TruVirtue reserves all lien rights available to TruVirtue under Colorado law and does not waive any lien right by any provision in this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.
TruVirtue Electrical LLC
By:_______________________________________
Name:_____________________________________
Customer
By:_________________________________________
Name:_______________________________________
Attachments:
Exhibit A—Project Specifications
Exhibit A-2—Optional Payment Detail (Only If So Indicated in Section 2.1)
Exhibit B