Agreement to Manage Painting, Repairs and Plumbing

Agreement to Manage Painting, Repairs and Plumbing of a Building

Agreement made this the (date), between (name of building owner), a (name of state) corporation, having its principal place of business at (street address, city, state), hereinafter referred to as Owner, and (name of contractor), a (name of state) corporation, having its principal place of business at (street address, city, state), hereinafter referred to as Contractor.

Whereas, Contractor owns and operates a building maintenance company; and

Whereas, Owner owns the building and property located at , hereinafter called Property; and

Whereas, Owner desires Contractor to manage the painting, repairs and plumbing regarding the Property;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Services

Beginning on , Contractor will manage the painting, repairs and plumbing regarding the Property.

2. Employees, Taxes, and Insurance

A. All personnel and subcontractors furnished by Contractor will be employees or subcontractors of Contractor. Contractor will pay all salaries and expenses of its employees, as well as all federal and state tax withholding amounts, social security, federal and state unemployment taxes, and any similar payroll taxes relating to these employees.

B. Contractor will carry workers' compensation insurance for its employees as specified in Paragraph 4 of this Agreement. Contractor will be considered, for all purposes, an independent contractor, and will not, directly or indirectly, act as an agent, servant or employee of Owner, or make any commitments or incur any liabilities on behalf of Owner without Owner’s express written consent.

3. Safeguards

Contractor will provide for all proper safeguards, and shall assume all risk incurred, in performing its services under this Agreement.

4. Insurance

Contractor will provide the insurance coverage set forth in this paragraph and deliver to Owner certificates of insurance on request, as follows:

A. Comprehensive liability:

B. Workers' compensation coverage:

5. Responsibility for Cleaning, Repairs, Painting and Plumbing

Without limiting the responsibility of Contractor for the proper conduct of its personnel and subcontractors, Contactor’s employees and subcontractors are to be guided by rules and regulations as agreed upon between Owner and Contractor and any additional special written instructions as may be issued by Owner to Contractor.

6. Supervision of Personnel

Contractor is responsible for the direct supervision of its personnel and subcontractors. Contractor's employees and subcontractors will be available at all reasonable times to report and confer with the designated agents of Owner with respect to services rendered.

7. Efficiency of Employees and Subcontractors

Contractor agrees that the services to be provided under this Agreement will be performed by qualified, careful and efficient employees and subcontractors in strict conformity with the best practices and highest applicable standards. Contractor agrees that, on request of Owner, Contractor will remove from its services under this Agreement, any of its employees and/or subcontractors who, in the opinion of Owner, are guilty of improper conduct or are not qualified to perform the work assigned to them.

8. Hiring of Employees of Contractor

During the term of this Agreement, and for days after the expiration of this agreement, Owner will not, directly or indirectly, hire any person employed by Contractor.

9. Payment for Services

In exchange for performance of services, Owner shall make payment to Contractor for services rendered under this Agreement at the rate of $ per , payable on the first business day of the following the the services were performed. The consideration agreed upon is based on Contractor’s current charges for like work at other locations, and is subject to change in the event of increases in the cost of providing employees and subcontractors to perform the services specified in this Agreement. Contractor will give Owner at least days’ notice of any price change for services rendered. Owner will notify Contractor of any changes in the Property covered by this Agreement.

10. Performance of Services

Contractor will perform all services required under this Agreement, except when prevented by strike, lockout, act of God, accident or other circumstance beyond its control.

11. Termination of Agreement

This Agreement shall continue in effect until terminated by either party. Termination shall be effected by giving days' written notice by registered mail addressed to the other party at the address set forth in this Section, or such other address as the party may advise the other party from time to time.

A. Notice to Owner:

B. Notice to Contractor:

12. Indemnity

Contractor agrees to save Owner free and harmless from any and all liability, and all claims for damages or injuries to persons or property, including Property of Owner, from whatever cause, including the negligence of Contractor, in or about the Property described above. Contractor agrees to defend, at Contractor’s expense, any suits that may be brought against Owner on account of such liability, and to pay any judgments that may be rendered against Owner on account of such liability. However, this clause may not be construed to release Owner from any liability to Owner for a breach of any of the covenants agreed to be performed by Owner under the terms of this Agreement.

13. Suits and Claims

Contractor must notify Owner and Owner's insurance carrier in writing, as soon as possible, after receipt of notice of any injury occurring in the Property, of any claim against Owner and/or Contractor or which involves the Property. Contractor will take no steps (such as the admission of liability) that will operate to bar Owner from obtaining any protection afforded by any policies of insurance it may hold, or that operate to prejudice the defense in any legal proceeding involving Owner or the Property, or that otherwise prevents Owner from protecting itself against any such claims, demand, or legal proceeding. Contractor must fully cooperate with Owner in the defense of any such claim, demand, or proceeding. Owner has the sole and exclusive right to conduct the defense of any such claim, demand, or legal proceeding.

14. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

15. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

16. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

17. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

18. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

19. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

20. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

21. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

22. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

23. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.