Facilities Management Buildings & Grounds Form

FACILITIES MANAGEMENT BUILDINGS & GROUNDS AGREEMENT

This Facilities Management Buildings & Grounds Agreement ("Agreement") is entered into by and between Client Name: with principal address at , and Contractor Name: , collectively the "Parties."

WHEREAS

WHEREAS, Client operates or manages the buildings, grounds and related facilities identified in this Agreement and requires maintenance, repair and groundskeeping services to preserve safe and functional facilities; and

WHEREAS, Contractor is duly qualified and experienced in providing buildings and grounds maintenance, preventative maintenance, repairs and emergency response services and represents that it has the personnel, equipment and insurance to perform such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will perform the services specified below.

FACILITY INFORMATION

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment and supervision necessary to perform the following services at the Facility identified above. The specific work tasks, frequency and performance standards are set forth below and constitute the scope of work for this Agreement.

ESTIMATES & PAYMENT TERMS

Contractor shall invoice Client in accordance with the schedule below. Invoiced amounts shall reflect work performed and materials supplied and shall be due in accordance with the Payment Terms. Client shall pay undisputed invoices by the due date. Disputed portions shall be identified in writing and the Parties shall promptly meet to resolve disputes.

Overdue amounts shall accrue interest at a rate of of the unpaid balance per month, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor to recover overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and terminates on End Date: unless earlier terminated pursuant to this Section.

Either Party may terminate for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within days after written notice. Termination shall not relieve Client of obligation to pay for services performed and materials furnished prior to termination.

CONFIDENTIALITY

Each Party shall treat as confidential and shall not disclose to any third party any non-public information obtained from the other Party in connection with the performance of this Agreement, except as required by law or as necessary to perform the Services. Confidential information does not include information that is or becomes publicly available through no wrongful act of the receiving Party, was already lawfully known by the receiving Party, or is independently developed without use of the disclosing Party's confidential information.

INSURANCE, LIABILITY & INDEMNIFICATION

Contractor shall maintain, at its own expense, commercial general liability, automobile liability, workers' compensation and other insurance as required by law and as reasonably necessary for the performance of the Work. Contractor shall indemnify and hold harmless Client and its officers, directors and employees from and against losses, liabilities, damages and costs (including reasonable attorneys' fees) arising from Contractor's negligence or willful misconduct in performing the Services, except to the extent caused by Client's negligence or willful misconduct.

PERFORMANCE STANDARDS & EMERGENCY RESPONSE

Contractor shall perform Services in a professional manner consistent with industry standards and applicable codes. Contractor shall provide emergency response services for conditions that present imminent risk to safety or property, subject to the response times and escalation procedures set forth in the Scope of Work. Emergency work authorized by Client shall be billed in accordance with agreed rates and documented in an incident report.

COMPLIANCE WITH LAWS

Contractor shall comply with all applicable federal, state and local laws, ordinances, regulations and permits in performing the Services, including environmental, safety and labor requirements. Contractor shall obtain and maintain all licenses and permits required to perform the Services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

ATTACHMENTS, RECORDS & REPORTING

REQUEST / WORK ORDER DETAILS (IF APPLICABLE)

Approved: Denied: Approval Name: Date:

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party shall assign this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliated entity or to a successor in interest upon written notice to Client.

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