SERVICE AGREEMENT
THIS SERVICE AGREEEMENT (the “Agreement”) is dated this 1 st , day of January
2020 by and between Western Mass Prowash LLC (Steven Croteau Owner) of 1003
Stony Hill Ltd, Wilbraham, MA 01095 (the “Contractor”) AND Vanguard Renewables
(Donal Boozer Director of Operations) of 299 Main St. Agawan, MA 01001 (the “Client”)
at Organics Recycling Facility.
BACKGROUND
a. The Client is of the opinion that the Contractor has the necessary qualifications,
experience and abilities to provide services to the Client.
b. The Contractor is agreeable to providing such services to the Client on the terms
and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which
consideration is hereby acknowledged, the Client and the Contractor (individually the
“Party” and collectively the “Parties” to this Agreement) agree as follows:
- SERVICES PROVIDED
The Client hereby agrees to engage the Contractor to provide the Client with the
following services (the “Services): weekly rinse down (water only) of the interior loading
floor, processor basement floor, conveyor belt, and inside metal processor where
product is loaded. The Contractor will utilize hot water (200 degrees) in areas where
needed for the sum of $ 1, o00. This will be scheduled with the facility manager on a
weekly basis on Wednesday, Thursday or Friday evenings unless otherwise agreed
upon.
The Contractor will carry out quarterly deep cleaning on a discussed schedule basis.
The quarterly deep cleaning will include utilizing an ecofriendly degreaser on the floor
and a biocide on the machines to help breakdown the decaying organic growth.
The Contractor will work with the facility manager on redirecting the drains into a soil
area outside of the building. A detailed high pressure concrete cleaning of the loading
area will be conducted using the Contractor’s specialized concrete surface cleaner.
Holding tank basement area is included in this cleaning for the sum of $ 2,000.
The Client must clear and maintain the areas of work within reason for the Contractor to
complete their obligations. The Client should not accumulate large amounts of debris on
the floor and the holding tank basement area will be a needed service. This will include
a hot water rinse down and pump out of as much water as possible for the sum of $
300.
The Services will also include any other tasks which the Parties may agree on. The
Contractor hereby agrees to provide such Services to the Client.
- TERM AND TERMINATION OF THE AGREEMENT
2.1 The term of this Agreement (the “Term”) will begin on the date of this Agreement and
will remain in full force for one year, subject to earlier termination as provided in this
Agreement. The Term may be extended with the written consent of the Parties.
2.2 The Agreement may be terminated by the Contractor if the Client fails to pay for the
services provided, if the Client fails to allow Contractor access into the premises for
weekly cleaning services unless agreed upon, or continually not having the facility
prepared for the Contractor’s arrival to start the cleaning.
2.3 The Agreement may be terminated by the Client if the Contractor breaches the
provisions of this Agreement including failure to document multiple standard
cleanings and not showing up for scheduled cleanings without notice. - PERFORMANCE
The Parties agree to do everything necessary to ensure that the terms of this
Agreement take effect. - CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred in this
Agreement are in USD (US Dollars) - COMPENSATION
5.1 The Contractor will charge the Client a fee of _ for the Services (the
“Compensation”) on a monthly basis. Payment can be made by check, credit card or
Vermo terms of payment are net from the date of invoice.
5.2 The Compensation as stated in this Agreement does not include sales tax, or other
applicable duties as may be required by law. - REIMBURSEMENT OF EXPENSES
The Contractor will be reimbursed from time to time for reasonable and necessary
expenses incurred by the Contractor in connection with providing the Services. All
expenses must be pre-approved by the Client. - INTEREST ON LATE PAYMENTS
Interest payable on any overdue amounts under this Agreement is charged at a rate of
10.00% per annum or at the maximum rate enforceable under applicable legislation,
whichever is lower. - CONFIDENTIALITY
8.1 Confidential information (the “Confidential Information”) refers to any data or
business relating to the business of the Client which would reasonably be considered to
be proprietary to the Client including, but not limited to, business processed, and client
records and that is not generally known in the industry of the Client and where the
release of that Confidential Information could reasonably be expected to cause harm to
the Client.
8.2 The Contractor agrees that they will not disclose, divulge, reveal, report or use, for
any purpose, any Confidential Information which the Contractor has obtained, except as
authorized by the Client or as required by law. The obligations of confidentiality will
apply during the Term and will survive indefinitely upon termination of this Agreement.
8.3 All written and oral information and material disclosed or provided by the Client to
the Contractor under this Agreement is Confidential Information regardless of whether it
was provide before or after the date of this Agreement or how it was provide to the
Contractor.
- RETURN OF PROPERTY
9.1 Upon the expiration or termination of this Agreement, the Contractor will return to
the Client any property, documentation, records or Confidential information which is the
property of the Client.
9.2 In the event that this Agreement is terminated by the Client prior to completion of the
Services, the Contractor will be entitled to recovery from the site or premises where the
Services were carried out, of any materials or equipment which is the property of the
Contractor or, where agreed between the Parties, to compensation in lieu of recovery. - INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that the
Contractor is acting as an independent contractor and not as an employee. The
Contractor and the Client acknowledge that this Agreement does not create a
partnership or joint venture between them, and is exclusively a contract for service. The
Client is not required to pay, or make any contributions to, any social security, local,
state or federal tax, unemployment compensation, worker’s compensation, insurance
premiums, profit-sharing, pension or any other employee benefit for the Contractor
during the Term. The Contractor is responsible for paying and complying with reporting
requirements for, all local, state and federal taxes, related to payments made to the
Contractor under this Agreement. - AUTONOMY
Except as otherwise provided in this Agreement, the Contractor will have full control
over working time, methods and decision making in relation to provision of the Services
in accordance with the Agreement. The Contractor will work autonomously and not at
the direction of the Client. However, the Contractor will be responsive to the reasonable
needs and concerns of the Client.
- EQUIPMENT
Except as otherwise provided in this Agreement, the Contractor will provide at the
Contractor’s expense, any and all tools, machinery, equipment, raw materials, supplies,
work wear and any other items or parts necessary to deliver the Services in accordance
with the Agreement. - NON-EXCLUSIVITY
The parties acknowledge that this Agreement is non-exclusive and that either Party will
be free, during and after the Term, to engage or contract with third parties for the
provision of services similar to the Services. - INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to
the extent permitted by applicable law, each Party agrees to indemnify and hold
harmless the other Party, and its respective directors, shareholders, affiliates, officers,
agents, employees, and permitted successors and assigns against any and all claims,
losses damages, expenses, reasonable legal fees, and costs of any kind or amount
whatsoever, which result from or arise out of any act or omission of the indemnifying
party, its respective directors, shareholders, affiliates, officers, agents, employees, and
permitted successors and assigns that occurs in connection with this Agreement. - MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement will only be binding if evidenced in writing
signed by each Party or an authorized representative of each Party. - ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement or condition
affecting this Agreement except as expressly provided in this Agreement. - ENUREMENT
This Agreement will enure to the benefit of and binding on the Parties and their
respective heirs, executors, administrators and permitted successors and assigns - TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not considered
when interpreting this Agreement.
- SEVERABILITY
In the vent that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be
valid and enforceable with the invalid or unenforceable parts severed from the
remainder of this Agreement. - GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Parties have duly affixed their signature under hand and
seal on this _ day of ________.
Name: Steven Croteau
Signature: ___________
Name: Donal Boozer
Signature: ___________
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