Scope of Work: All Scope of Work to be itemized in attached Addendum(s).
1. TERM
This agreement shall become effective on the date signed below, and shall continue for a period of twelve (12) months unless this agreement is terminated earlier, as set forth below. Upon expiration of the initial term, this agreement shall continue on a month-to-month basis until terminated as otherwise provided herein.
2. SERVICE PARTNER'S WORK
2.1 The service fee is all-inclusive, Service Partner shall furnish all supervision, labor, licenses, permits, required insurance, tools, equipment, and everything else necessary to complete the work and services described in the Scope of Work Addendum(s). No surcharges, add-ons, or additional line items will be allowed in any case without the prior approval of TWS.
2.2 Any costs or expenses incurred by TWS due to mistakes, poor workmanship, or damage caused by Service Provider in the performance of its work shall be paid by Service Partner or may be deducted from any payment then or thereafter due to Service Partner.
2.3 Work performed is subject to TWS's inspection and approval within a reasonable time after work has been performed. If work was omitted or unsatisfactory, Service Partner will have no more than 48 hours to repair/redo the unacceptable portions of the work.
3. CHANGES IN SCOPE OF WORK
TWS may make changes to the Scope of Work to be performed and materials to be provided under this agreement at any time by change order or Property Change Request. No changes will be valid except upon written change order or Property Change request from TWS. TWS is not responsible to Service Partner for additional work or materials furnished without written authorization. Service Partner agrees to not perform or quote work directly to the owner, property manager or any other Service Partner without the written consent from TWS.
4. PAYMENT
4.1 TWS shall pay Service Partner's invoices submitted to TWS by the last business day of the month and will be paid net 45. Invoices are to be sent to our corporate office at 42217 Rio Nedo Suite 205A, Temecula, CA 92590, or you may fax your invoices to (951) 848-9111. Invoices are to include the property name. address of the property serviced, date or month of service, and amount.
4.2 Payments made by TWS to Service Partner must be used to first pay in full all labor and materials furnished to date to Service Partner by all persons who may have supplied labor, material, or other things used in the work under this agreement. Service Partner shall indemnify and hold TWS harmless, from any and all claims, demands, liens, stop notices, judgments, expenses, and costs, including reasonable attorney's fees, arising out of the Service Partner's breach of any part of this agreement.
5. SAFETY
5.1 Service Partner acknowledges that Service Partner, and not TWS is the "Controlling Employer" and therefore has the authority and responsibility for the safety of its employees and anyone associated with the Scope of Work as outlined in this agreement. Service Partner agrees to a safe work environment at all times and to comply with all laws and regulations including the California Occupational Safety and Health Act of 1973 and all rules and regulations required by the California Department of Industrial Relations.
5.2 Service Partner agrees to immediately defend, indemnify and hold harmless TWS and Owner against any and all loss, liability, expense, claims, judgment, or demands, including demands arising from injuries to or death of persons, including, but not limited to, Service Partner's employees, or any other loss, damage or expense, arising directly or indirectly out of the work performed under the Scope of Work in this agreement.
6. INSURANCE*
* Service Partner is required to name TWS Facility Services as "Additional Insured" on Service Partner's Commercial General Liability policy and provide Certificate of Insurance to TWS before the commencement of any work.
6.1 Service Partner agrees to furnish and maintain the insurance coverage and terms listed in Section 6 of this agreement prior to commencement of any work included under this agreement and in any subsequent Scope of Work Addendum(s).
6.2 Workers' Compensation and Employers' Liability Insurance (as required by California Labor Code Section 3700) in the minimum amount of $1,000,000.
6.3 Commercial Automobile Liability in the amount of $1,000,000 for any owned, non-owned, leased, rented or borrowed vehicles.
6.4 Commercial General Liability in the minimum amount of $1,000,000 per occurrence.
6.5 Service Partner's insurance shall be primary to all related claims with no contribution from TWS.
6.6 Service Partner shall require any entity or subcontractor to provide similar insurance and waivers.
7. INDEPENDENT CONTRACTOR STATUS
7.1 Service Partner acknowledges and agrees that it is an independent contractor, and is not an employee of TWS under any circumstances. Service Partner acknowledges that TWS is not the Service Partner's only client or customer and that the Service Partner is engaged in similar activities for other entities.
7.2 TWS is not and shall not be responsible for the compensation, benefits, taxes, or any other costs or expenses or instruction of Service Partner's employees or any other person whom Service Partner utilizes, and these persons shall be and remain the sole and exclusive responsibility of Service Partner.
7.3 Service Partner shall obtain and pay for all permits, licenses, and official inspections required for work performed under this agreement.
7.4 Service Partner shall perform all work and materials to TWS free from any liens, claims, or encumbrances.
8. TERMINATION
8.1 If service partner fails to complete the Scope of Work for TWS in a satisfactory and timely fashion, or to pay for all labor, material, or supplies used for the completion of the work, or to provide a safe working environment, or supply skilled workers to complete the work, or to release any liens associated with work performed at the property where work is being performed, or to maintain the required insurance under this agreement, or to withhold all taxes or contributions required by federal or state law, TWS may terminate this Agreement on twenty-four (24) hours notice.
8.2 In addition to the termination provisions of this Agreement, provisions for the termination of this Agreement shall be the same as the agreement between TWS and their client.
9. ARBITRATION
Any controversy arising out of this Agreement shall be settled by arbitration under the rules of the American Arbitration Association applicable to the construction industry. Judgment on the award rendered by the arbitrator may be entered in the Superior Court of Riverside County, State of California. The prevailing party shall recover its reasonable attorney's fees and costs.
10. INDEMNIFICATION
Service Partner shall indemnify and hold harmless TWS from any and all claims, demands, actions, liability, expense, damages, claims or allegations arising from the Scope of Work including injury or death of persons, including, but not limited to, Service Partner's employees, and damage to property or any other loss, damage or expense, arising directly or indirectly related to the Scope of Work performed by the Service Partner.
11. GOVERNING LAW
This Agreement is governed by California Law and any legal proceedings arising from this Agreement shall be filed in Riverside County, California.
12. PRIVILEGED INFORMATION/ TRADE SECRETS
During the course of this Agreement, Service Partner will have access to proprietary business information including; practices, processes, customer information, pricing structures, supplier information and other Trade Secrets relating to TWS operations. Service Partner agrees to return any and all documents, materials, or other property provided to Service Partner by TWS during the term of this agreement and not use any of the proprietary business information to engage in competition with TWS at any time during the term of this Agreement or after the termination of the Agreement for any reason.
13. GENERAL REQUIREMENTS
13.1 Children are not permitted on any job sites under any circumstances.
13.2 Service Partner is required to provide a safe work environment including, utilizing safety equipment, personal protective devices and clothing, which are in compliance with existing OSHA requirements and SB 198 Safety Procedures and Guidelines.
13.3 TWS has the right to observe and examine the equipment brought to any job site.
13.4 All injuries to personnel must be reported immediately to TWS. It is imperative that all injuries be reported to the employer of the injured employee immediately.
13.5 All Service Partners are required to display TWS magnetic vehicle signs when provided. Under no circumstances should Service Partner display any other company identity other than TWS when performing duties under the Scope of Work for TWS.
