Propery WorxService Agreement
This Agreement (“Agreement”) is made and entered into as of (“Effective Date”), by and between Property Worx, LLC, LLC (“Company”) whose address is 4495 Marysville Rd, Delaware, OH 43015 and (“Service Provider”), whose address is provided on the Subcontractor Submission Form.
WHEREAS, Company is engaged in the business of procuring and coordinating the delivery of maintenance and installation services to end customer’s facilities (“Customers”); and,
WHEREAS, Services Provider is independently engaged in the business of an experienced facilities maintenance company and is engaged in the independent business and occupation of providing Services to end customer facilities; and,
WHEREAS, Company desires to engage Service Provider to perform the services described herein, and Service Provider desires to provide such services, in accordance with the terms and conditions of this agreement.
NOW, THEREFORE in consideration of the mutual promises set forth herein, Company and Service Provider hereby agree as follows:
1. Duties Imposed on Service Provider
a. Services: During the terms of this Agreement, Service Provider shall provide the services (“Services”) that are described in Specification and Rate Agreement and/or Purchase Order hereto at the location (“Location”) listed in Specification and Rate Agreement. Specification and Rate Agreement may consist of multiple parts, one for each Customer, Location and/or type of Services. Services shall be performed as stated in Specification and Rate Agreement.
b. Compliance with Applicable Law: Service Provider shall be responsible for complying with all applicable federal, State, and local laws, rules, ordinances, regulations, and or codes that pertain to the performance of the Services. Service Provider failure to comply with the duties described in his paragraph shall constitute a material breach of this agreement.
c. Insurance: Service Provider agrees to secure and maintain at Service Providers’ sole cost and expense the following insurance at the coverage limits specified:
i. Commercial General Liability insurance providing limits of $1,000,000 each occurrence for bodily injury and property damage and a $1,000,000 limit for personal injury with a $1,000,000 limit, subject to a $2,000,000 general aggregate applying on a “per project” basis and a $2,000,000 products and completed operations aggregate limit.
a. Coverage shall be provided on the latest edition of ISO General Liability Form CG 0001 or coverage equivalent.
b. The policy must include Property Worx, LLC, the property owner, and all others required in a prime contract as additional insureds using ISO forms CG2038 (12/19) and CG2040 (12/19) or their equivalents.
c. Coverage provided by Service Provider shall be on a primary and noncontributory basis with respect to policies of any and all additional insured(s).
d. Coverage must include premises/operations, independent contractors, products/completed operations and contractual liability.
e. No exclusion or restriction shall apply to contractual liability, including injury to anyone’s employee.
f. No exclusion or restriction shall apply to residential construction work.
g. No exclusion or restriction shall apply to earth movement or subsidence of land.
h. No exclusion or restriction shall apply to explosion, collapse or underground.
i. No exclusion or restriction shall apply to damage to work performed by Service Provider’s Service Providers of any tier.
j. All exclusionary endorsements attached to these forms must be shown on the certificate of insurance.
k. A waiver of subrogation rights in favor of Property Worx, LLC and the property owner shall be provided.
ii. Workers Compensation is required regardless of statutory requirements of the State in which the work is to
be performed and containing Employers Liability insurance in an amount of $500,000 for each insured limit. A
waiver of subrogation rights in favor of Property Worx, LLC shall be provided.
iii. Commercial Automobile Liability Insurance providing coverage on all owned, non-owned and hired vehicles
with limits equal to General Liability and additional insured as stated in (i).
iv. Commercial umbrella liability insurance policy with limits of $1,000,000 per occurrence and $2,000,000
aggregate providing excess coverage for general liability, workers compensation, and automobile liability for
all additional insured.
v. A certificate of insurance must be sent to Property Worx, LLC prior to commencing work and must state that
coverage will not be canceled without 30 days written notice.
vi. Equivalent insurance coverage must be obtained from each of your Service Providers or suppliers, if any, before
permitting them on any job site. Otherwise, any losses they may cause must be provided within your insurance
policies.
vii. Contractor shall purchase and maintain property insurance for material and equipment used on the site.
Contractor shall have no recourse or rights of subrogation for loss or damage to any such property from Property
Worx, LLC or any additional insured.
viii. If Snow & Ice Management are provided, coverage for that operation must be stated on the certificate of
insurance.
ix. All insurance certificates must be submitted annually to:
accounting@propertyworxohio.com OR
Property Worx, LLC
PO Box 1312
Delaware, OH 43015
x. Service Provider’s failure to comply with the duties described in his paragraph shall constitute a material breach of this agreement.
d. Permits and Licenses: Service Provider shall be responsible for maintaining during the terms of this agreement, all permits, licenses and authorizations required to conduct business and to perform the Services. Service Provider failure to comply with the duties described in his paragraph shall constitute a material breach of this agreement.
e. Taxes: Service Provider shall be solely responsible for filing all tax returns, tax declarations, and tax schedules, and for the payment of all taxes required, when due, with respect to any and all compensation earned by Service Provider under this agreement. Service Provider failure to comply with the duties described in his paragraph shall constitute a material breach of this agreement.
f. Service Reporting: Service Provider shall record all Services performed for customer as per the instructions stated in the Specification and Rate Agreement. Services not submitted in the time frame stated in the Specification and Rate Agreement will cause payment to be delayed, discounted, or result in a non-payment to Service Provider.
g. Property Damages: Service Provider agrees to repair or replace, at its own expense, any and all damage incurred by Service Provider while performing Services. Service Provider shall notify Property Worx, LLC of any damages occurred while performing services. If repair or replacement is not completed within a time frame mutually agreed upon by the parties, Property Worx, LLC may order the repair or replacement be completed and invoice Service Provider for the actual cost of the repair or replacement plus a 30% administrative fee. Service Provider agrees to pay the repair invoice within thirty (30) days after receipt. Payments due to the Service Provider may be placed on hold until repairs have been completed satisfactorily.
2. Duties Imposed on Property Worx, LLC
a. Fees: Service Provider’s entire compensation for performing Services hereunder shall be set forth in the Specification and Rate Agreement and shall be payable solely by Property Worx, LLC. As a material term of the compensation agreement to by these parties, Service Provider agrees that the fees described in such Specification and Rate Agreement represents the entire compensation to which Service Provider shall be entitled for performing the corresponding Services, and that Service Provider is not eligible for any additional compensation in the form of cash or in the form of employee benefits under any plans or programs maintained by Property Worx, LLC or its Clients, including but not limited to bonus, paid time off, health, pension, and incentive compensation ( collectively “Benefit Plan”) If for any reason Service Provider is deemed to be a common law employee of Property Worx, LLC by any government agency, court, or other entity, Service Provider hereby waives right to and agrees to neither seek nor accept and Benefits under the Benefits Plan even if by the terms thereof Service Provider would be eligible to receive such benefit.
b. Invoicing: Service Provider as an Independent Contractor agrees to invoice Property Worx, LLC within 24 hours of services being completed. Invoices received after 10 days will be reduced 10%. Invoices received after 15 days will be reduced 20%. Invoices received after 30 days of completion will not be paid. Invoice must be mailed to PO Box 1312, Delaware, OH 43015, or emailed to accounting@propertyworxohio.com. All invoices must state the site name, site address, service performed, date and time of service.
c. Payment: Property Worx, LLC will pay, in full, all undisputed invoices on or about the forty-fifth (45th) day after receipt of the invoice unless otherwise stated in the Specification and Rate Agreement. Payment will not be sent to Service Provider if Property Worx, LLC has not received service reporting per the Specification and Rate Agreement; Property Worx, LLC has not received Work Ticket(s) as stated on Specification and Rate Agreement; has not submitted a copy of purchase order with invoice, Property Worx, LLC does not have a Service Providers current Certificate of Insurance with coverage limits and listing Property Worx as an additional insured as stated previously in this agreement; Property Worx, LLC does not have on file Independent Contractor’s Form W-9; or Property Worx, LLC has verified that Service Provider has not provided Services to Customer’s satisfaction. Service Provider, agents, or employees will not seek to collect payment directly from Customer. All payments will be made ACH via bill.com and no paper checks will be issued.
d. Form 1099 Compliance: Property Worx, LLC will report the amount it pays Service Provider on IRS Forms 1099 to the extent so required under the Internal Revenue Code.
e. No Reimbursements: Service Provider shall not be entitled to reimbursement by Property Worx, LLC for any costs or expenses.
3. Independent Contractor Relationship
a. For all purposes, including but not limited to the Federal Insurance Contribution Act, the Self Employment Contribution Act, Social Security Act, the Federal Unemployment Tax Act, the Internal Revenue Code and any and all other federal, state and local laws, rules, and regulations, each party hereto, including its officers, agents, and employees, shall be at all times an independent contractor relative to the other party. Nothing in this Agreement shall be constructed to make or render either party, including say of its officers, agents, or employees an agent or servant or employee of or a joint venture of or with the other.
4. Terms and Termination
a. Term: This agreement shall commence on the Effective Date and shall continue in full force and effect thereafter until the completion of the Services required of Service Provider pursuant to any outstanding Specification and Agreement. A Specification and Agreement shall remain outstanding only until the Services specified therein have been completed or this agreement has otherwise been terminated.
b. Termination:
i. Either party may terminate this Agreement, in whole or in part, for any reason and at any time upon thirty (30) days’ prior written notice to the other party. This Agreement may terminate earlier if Property Worx, LLC secures another Service Provider to perform Services at any of the Locations. If Service Provider deems it necessary to terminate this Agreement without giving thirty (30) days’ prior written notice, Property Worx, LLC will impose an early termination fee not to exceed One Thousand Dollars ($1,000.00) plus any additional cost for providing Services at Location(s) while Property Worx, LLC secures another Independent Contractor to perform Services at the Location(s).
ii. Property Worx, LLC may immediately terminate this Agreement if the Service Provider fails to perform in accordance with the terms of this Agreement.
iii. This Agreement shall immediately terminate as to any Location of a Customer that ceases to be a Customer of Property Worx, LLC.
5. Indemnification:
a. Service Provider agrees to indemnify, defend and hold harmless Property Worx, LLC and Customer and their respective officers, directors, agents, employees, shareholders, partners, joint ventures, successors, and assigns (“Indemnified Parties”) against all liabilities, obligations, claims, demands, causes of action, losses, expenses, damages (including, but not limited to, incidental and consequential damages), fines, judgments, settlements, and penalties related to, or arising, directly or indirectly, out of breach of any representation, warranty or covenant in this Agreement; failure to perform any obligation under this Agreement; Damage to property and injury to persons, including, without limitation, death due to negligence by Independent Contractor while performing Services; any act of negligence, gross negligence or willful misconduct by Service provider, its agents, and/or its employees; violations of any law. The obligation to indemnify, defend and hold harmless shall be construed to extend to all legal, defense and investigation costs and deductibles, as well as other costs, expenses, and liabilities incurred by the Indemnified Parties, including, but not limited to, interest, penalties, court costs, investigation fees, and fees of attorneys and accountants and other parties, from and after the time when the Indemnified Parties receive notification, verbal or written, that a claim or demand has been made or is to be or may be made. To the fullest extent permitted by law, in any and all claims against Property Worx, LLC and OWNER, their agents and employees, and other Service Providers, or any of their agents and employees, by any employee of the Service Provider, anyone directly or indirectly employed by the Service Provider or anyone for whose acts the Service Provider may be liable, the indemnification obligation under this Article 5 shall not be limited in any way by any limitation on the amount or type of damages, type of compensation or benefits payable by or for the Service Provider under workers' compensation acts, disability benefit acts, or other employee benefit acts.
b. Notwithstanding anything to the contrary, nothing in this Section 5a shall be construed to require Service Provider to indemnify Property Worx, LLC for its own negligence and service provider shall be relieved of and shall have no further obligation to indemnify Property Worx, LLC under this Agreement to the extent that a claim is finally determined by a tribunal having jurisdiction that a claim is due to the negligence or willful misconduct of Property Worx, LLC.
6. General
a. Non Exclusive Relationship: The parties relationship is non- exclusive, Service Provider has the right to perform services for others during the term of this Agreement, including services that are similar to the services performed hereunder, and Property Worx, LLC has the right to engage others to perform services similar to those provided by Service Provider.
b. Excuse: Neither party shall be liable for, or be considered in breach of this Agreement on Account of, any delay or failure to perform as required by this Agreement as a result of any causes or considerations which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
c. Notice: Any notice of other communication shall be deemed given by (1) personal delivery, (2) facsimile, (3) overnight courier, or (4) a written notice mailed by certified mail, return receipt required, provided that such notice is addressed to the parties as stated in this agreement.
d. No waiver: A waiver of any breach of any provision hereof shall not be a waiver of any other breach of the same or any other provision.
e. Entire Agreement: The agreement sets forth the entire agreement and supersedes any and all prior agreements between these parties concerning the subject matter addressed herein. The agreement may not be amended except by a written instrument signed by both parties hereto.
f. Assignment: This agreement may not be assigned by Service Provider without the prior written consent of Property Worx, LLC. Property Worx, LLC may assign, delegate or transfer this agreement to any entity that controls, is controlled by, or that is under common control with, Property Worx, LLC now or in the future, or which succeeds to its business through a sale, merger or other corporate transactions. However, all rights and obligations shall be assumed by the assignee, or successor without modification.
g. Counterparts: This agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
h. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio, county of Delaware.
i. Statement: Service Provider agrees to refrain from statements that would be interfere or damage the business of Property Worx, LLC
j. Non-Compete: Service Provider agrees it will not compete with Property Worx, LLC by providing Services which are the same or similar to those services which are subject of this agreement, as a Service Provider, Independent contractor, Agent Employee, or any other capacity for 2 years after termination for any reason of this agreement.
k. Confidential Information: Service Provider will not disclose to any person, or use on its behalf any confidential information such as but not limited to customer list, services provided, and form of Property Worx, LLC. Service Provider arees to hold in strict confidence and will not utilize otherwise than in connection with the performance of its obligations under this Agreement all information with respect to Property Worx, LLC operations, pricing, plans, and programs furnished by Property Worx, LLC or which become known to Service Provider because of services rendered under this Agreement. Service Provider expressly recognizes that irreparable injury could be caused to Property Worx by any unauthorized use of confidential information and agrees that preliminary or permanent injunctive relief would be appropriate in the event of breach of this paragraph by Service Provider.
7. Safety
The Service Provider is required to perform the WORK in a safe and reasonable manner. The Service Provider shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect employees and other persons at the site, materials and equipment stored at the site, and all property and structures located at the site and adjacent to work areas.
The Service Provider shall give all required notices and comply with all applicable rules, regulations, orders and other lawful requirements established to prevent injury, loss or damage to persons or property.
The Service Provider shall implement appropriate safety measures pertaining to the WORK. The Service Provider shall use properly qualified individuals or entities to carry out the WORK in a safe and reasonable manner so as to reduce the risk of bodily injury or property damage.
Any Damages or losses, whether or not covered by insurance, to the extent caused by the Service Provider, or anyone for whose acts the Service Provider may be liable, shall be promptly remedied by the Service Provider. The Service Provider shall give prompt written notice to Contractor of any accident involving personal injury requiring a physician's care, any property damage exceeding an estimated value of $500.00, and any failure that could have resulted in serious bodily injury regardless of whether Service Provider believes itself to be at fault. The written notice shall be on a form acceptable to Contractor.
Prevention of accidents is the responsibility of Contractor, the Service Provider, and all others at the worksite. Establishment of a safety program by Contractor shall not relieve the Service Provider of its safety responsibilities. The Service Provider shall establish its own safety program implementing all recommended and/or required governmental standards and by Contractor and OWNER, including, but not limited to, requirements imposed by the Agreement.
The Service Provider shall be responsible for its safety, the safety of its employees, its Service Providers, and the site in general and shall comply with all applicable provisions of local, state and federal law, regulations and orders affecting safety and health, including but not limited to the occupational Safety and Health Act of 1970 (hereinafter collectively referred to as "OSHA"). The Service Provider agrees that it shall give access to the authorized representatives of the Secretary of Labor or any state or local official for the purpose of inspecting, investigating or carrying out any duties under the OSHA and the Service Provider shall immediately notify Contractor that access has been sought. The Service Provider shall be solely responsible for any violation of the OSHA by it or its sub- Service Providers, shall immediately remedy any condition giving rise to such violations, and shall defend and hold Contractor and OWNER harmless from any penalty, fine or liability in connection therewith. The Service Provider is expressly authorized to correct any violations of the OSHA that come to its attention where said violations are within the scope of the WORK. Upon request of Contractor , the Service Provider shall provide Contractor with written assurances that the Service Provider and its sub-Service Providers have a written safety plan in effect and that OSHA training appropriate for the WORK has been conducted for the Service Provider and its sub-Service Providers. The Service Provider shall be responsible for coordinating its safety plan with its Service Providers, other contractors and Contractor , where appropriate. Contractor may also require Service Provider and its employees to participate in an alcohol and drug testing program at Service Provider’s expense.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed the Agreement as of the date first written above.