Roofing Maintenance Roof Drains

GENERAL BUSINESS AGREEMENT — ROOFING MAINTENANCE: ROOF DRAINS

Agreement Date:

Parties

Recitals

WHEREAS, Client owns or manages the building(s) located at: (the "Property") and requires routine maintenance and inspection of roof drains and related roof drainage components; and

WHEREAS, Contractor is engaged in the business of roofing maintenance and possesses the skill, personnel, equipment, and insurance to perform inspection, cleaning, repair, and limited replacement of roof drains and associated drainage systems; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide roofing maintenance services specifically directed to roof drains at the Property.

Scope of Work

Contractor shall perform the roofing maintenance services described below for the roof drains and immediate drainage system components at the Property, subject to the terms of this Agreement. The Scope includes inspection, preventive maintenance, cleaning, minor repairs, and reporting unless otherwise excluded in writing.

Inspection of roof drains, strainers, sumps, scuppers and leaders
Cleaning of drain bodies, strainers and immediate piping
Minor repairs to drain flashing, clamps and seals (materials included up to specified allowance)
Replacement of damaged drain components (subject to written change order)
Emergency response for blocked drains (response time subject to schedule below)
Interior leader CCTV inspection where accessible

Payment Terms

Client shall pay Contractor as follows. All sums are in lawful currency unless otherwise agreed in writing.

All invoices shall itemize services performed, materials supplied, and the location(s) of work. Client shall pay undisputed amounts within the period set forth above. Disputed items must be submitted in writing within ten (10) days of receipt of invoice and the parties will seek prompt resolution.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach. Termination for safety reasons or imminent risk to the building may be immediate. Upon termination, Contractor shall invoice for completed work and Client shall pay for services performed and materials committed through the date of termination.

Confidentiality

Each party shall retain in confidence non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except to those employees and subcontractors who have a need to know and who are bound to protect the confidentiality on terms at least as protective as those set forth herein. Confidential information does not include information that is or becomes publicly available other than through a breach of this Agreement, or that is rightfully received from a third party without restriction. Contractor shall not publicize Client's name or the existence of this Agreement without Client's prior written consent.

Insurance, Indemnity and Warranties

Contractor represents that it maintains commercial general liability insurance and workers' compensation insurance as required by law and will provide proof of such insurance upon request. Contractor shall indemnify and hold Client harmless from claims arising out of Contractor's negligent performance of the services, except to the extent caused by Client's negligence or willful misconduct. Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards; materials supplied by Contractor shall be free from defects for a period of ninety (90) days from completion unless a longer manufacturer warranty applies.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes by good faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county in which the Property is located, provided either party may seek injunctive relief in a court of competent jurisdiction to protect health, safety, or property pending arbitration.

Entire Agreement

This Agreement, including any attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. Any modification must be in writing and signed by both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as a party may designate in writing. Delivery by personal delivery, nationally recognized overnight courier, or certified mail with return receipt requested shall be effective upon receipt.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

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