SERVICES AGREEMENT
This SERVICES AGREEMENT (“this Agreement”) made as of the ____ date of
______________________, 20_____, by and between:
A. ____________________, a _____________limited liability company having an
address of _______________________ ,New Jersey (“the Company”)
And
B. _______________________whose physical address is at
______________________ (“the Owner [or Manager]”) as applicable.
(Collectively referred to as “the Parties” or individually as “the Party”.)
INTERPRETATION
For purposes hereof, the term “Owner” shall mean the owner of the Property or
Properties and the term “Owner or Manager” shall mean the Owner or Manager, as
the case may be, of the applicable property (each such building being referred to herein
as a “Property”; more than one (1) Property is referred to herein as “Properties”; and
the term “Property” shall mean “Properties” whenever the context requires), as
indicated on Exhibit A.
RECITALS
WHEREAS, the Company is engaged in the business of, among other things, providing
cleaning, maintenance, landscaping, janitorial and other related services(“the Services
”) to the Properties;
WHEREAS, the Owner is desirous of retaining the Company to offer the Services at the
Property or Properties pursuant to the terms of this Agreement or [in connection with its
management services, Owner [or Manager] has the responsibility for providing or
arranging for the provision of the Services at the Property and in connection therewith,
desires, pursuant to the terms of this Agreement, to retain the Company to provide such
services with respect to the Property]; and
WHEREAS, the Company is willing, pursuant to the terms of this Agreement, to provide
the Owner or Owner [or Manager]with such services in connection with Owner or
Manager’s management of the Properties and the provision of cleaning and janitorial
services to thereto in accordance with the terms set forth herein;
NOW, THEREFORE, for good and valuable consideration, the Company and Owner [or
Manager] agree as follows:
1. Engagement.
(a) Owner [or Manager] hereby retains the Company to provide cleaning, maintenance,
landscaping and janitorial services, the other services described in Sections 3, 4, 5, 6
and 7 hereof and other related services to the Properties (collectively, the “Services”).
In connection herewith,
i. The Manager hereby represents and warrants that it has all power and authority
to provide, and/or contract for the provision of, all services covered hereunder on
behalf of the Owner of the Property, and
ii. The Company hereby represents and warrants that it has all power and authority
to provide and/or contract with all employees providing the Services. The
Company shall be responsible to provide the Services and Owner [or Manager]
shall be primarily liable for any and all amounts owed to the Company hereunder.
2. Term
The term of this Agreement shall commence on the date hereof (the “Effective Date”)
and shall terminate at the close of business on the date immediately preceding the first
(1st) anniversary of the date hereof. This Agreement shall automatically be renewed for
successive one (1) year terms provided, however, either party shall, subsequent to the
first (1st) year of the term hereof, be permitted to terminate this Agreement for any
reason or no reason upon sixty (60) days’ prior notice to the other party. It is specifically
acknowledged and agreed that Owner [or Manager] shall be permitted to elect to
terminate this Agreement from time to time (subsequent to the first (1st) year of the term
hereof) with respect to one (1) or more Properties covered hereby and, if Owner [or
Manager] so elects, then this Agreement shall continue only with respect to those
Properties as to which Owner [or Manager] has not terminated this Agreement.
3. Services
a) Services. During the term of this Agreement, the Company shall provide the
following Services to Owner [or Manager]and the Properties as applicable:
cleaning, maintenance, landscaping and janitorial services to the
Properties, as needed by Owner [or Manager] (determined in Owner or
Manager’s sole discretion), including personnel to provide adequate coverage
for such Services;
additional personnel on an as-needed basis for trash removal and the
exterior clean-up of a Property or Properties;
Preparation of work schedules for any cleaning, maintenance, landscaping
and janitorial personnel.
the assignment of work/duties for cleaning, maintenance, landscaping and
janitorial personnel;
maintaining and providing cleaning, maintenance, landscaping and
janitorial supplies necessary for the effective provision of cleaning and
janitorial services to the Property which are not supplied or maintained by
Owner [or Manager];
Periodic onsite inspections to assist in maintaining satisfactory levels of
cleaning and maintenance.
Provide reasonably experienced and qualified personnel to adequately
perform the Services, including, without limitation, the recruitment,
interviewing, screening and training of personnel for the janitorial staff
contemplated hereby. Screening will include employment and criminal
background checks and the Company hereby represents and warrants that
any and all employees, independent contractors or other agents of the
Company have been properly screened and clear background checks have
been performed for all such personnel;
To coordinate monthly portfolio review meetings (covering all items set
forth above) to Owner or Manager.
b) Compensation. Commencing on the Effective Date, Owner [or Manager] shall
pay the Company as set forth on Exhibit B attached hereto and incorporated
herein for the Services set forth in Section 3(a) above, which rates shall be
subject to periodic reasonable increases upon mutual agreement by Owner [or
Manager] and Company.
i. Late Fee’s – It is agreed that the guest(s) must be out of the Property by
10am. Should the guest(s) fail to do so the Company shall charge a late
fee of $50.00
ii. Rescheduling Fees – In the event that a guest does a last-minute
alteration to their reservation, the Company must be notified by 5 p.m the
day prior to checkout.
iii. Excessive Cleaning Fees – An Excessive Cleaning Fee of
_____________shall be charged by the Company should the guest (s)
leave home or property unreasonably dirty or messy contrary to the
Company’s normal cleaning standards and it takes additional time to turn
the home/property around.
4. Provision of Cleaning and Janitorial Supplies
In connection with the Services, Company shall arrange for the provision of all cleaning
and janitorial supplies and equipment required (the “Cleaning Supplies”) to clean,
maintain and landscape the Property(ies) including, but not limited to, any cleaning
equipment, landscaping equipment and chemical, paper and plastic Cleaning Supplies.
The cost of stocking and tracking the Cleaning Supplies (the “Supplies Fee”) is subject
to negotiation between the Company and the Owner [or Manager] on a case-by-case
basis but shall not go over $ _________ per stay for any individual property or unit.
Cleaning Supplies shall include (but not be limited too) laundry pods, dishwasher
tablets, kitchen trash bags, small trash bags (bathroom/bedroom), toilet paper, paper
towel, dish soap, hand soap, shampoo, conditioner, body wash, kitchen dish sponge.
The Company shall also monitor, track, and resupply Linens at Company cost, as part
of the Supplies Fee. Linens shall include (but not be limited too) bed sheets, towels,
rags, pillows, and pillowcases. Owner [or Manager] hereby gives the Company the right
to order on Owner or Manager’s behalf such Cleaning Supplies (and the amount
thereof) as are reasonably required to clean and maintain the Property. The Company
shall use all reasonable efforts to obtain the best price for such Cleaning Supplies and
to pass on any cost savings obtained. Owner [or Manager] will directly pay for any such
additional supplies outside of the Cleaning Supplies ordered for the Property within five
(5) business days of receipt of an invoice therefor, provided that any expenditures for
Cleaning Supplies costing in excess of $_____________ shall be subject to Owner or
Manager’s prior approval, which approval shall not be unreasonably withheld,
conditioned or delayed and which shall be granted or delayed within 24 hours of
request.
Notwithstanding the foregoing, Owner or Manager, in its sole discretion, shall be
permitted to increase or decrease the volume and type of cleaning supplies purchased
for a Property. In addition, at Owner or Manager’s request made from time to time, the
Company shall provide Owner [or Manager]with an itemized inventory of Cleaning
Supplies and linens then on hand for a Property during the term hereof.
5. Provision of Landscaping/Snow Removal
In connection with the Services, the Company shall arrange for the bi-monthly
Landscaping and at-will (when necessary) Snow removal for the Properties, if clients
choose to opt-in to the Service.
6. Provision of Trash Removal/Exterior Property Cleanup
In connection with the Services, the Company shall arrange for the weekly trash
removal and exterior property cleanup for the Properties if clients choose to opt-in to the
Service.
7. Cleaning Fee
In connection with the Services, the Company shall arrange and charge a fee for the
cleaning of the Properties on a per stay basis.
8. Manner of Payment
The Company shall submit to Owner [or Manager] a monthly invoice setting forth the
fees owed for the immediately preceding month. Each such invoice shall be itemized to
reflect the amount due for the service provided. The Company shall also submit at-will
invoices outside of the monthly invoice schedule, for Services rendered Owner [or
Manager] shall make payment to Company of all amounts due from the prior month
within five (5) business days of receipt of such invoice.
9. Independent Contractor
The Company acknowledges that it is an independent contractor and, as such, shall be
responsible for all taxes and other expenses attributable to the rendering of its Services
hereunder to Owner or Manager. In addition to the foregoing, the Company shall be
liable for any wrongful termination of any cleaning, maintenance, landscaping and/or
janitorial personnel that arises as a direct result of the actions or advice of Company.
This Agreement is not intended to, and shall not be construed to, create a joint venture,
partnership or employer/employee relationship as between the parties. Neither the
Company nor its employees or agents shall look to Owner [or Manager]for vacation pay,
sick leave, retirement benefits, Social Security, worker’s compensation, disability or
unemployment insurance benefits, or other employee benefits; nor shall the Owner [or
Manager]or its respective employees or agents look to the Company for the same.
Neither the Company nor Owner [or Manager] shall be or become liable or bound by
any representation, act, or omission whatsoever of the other made contrary to the
provisions of this Agreement. Notwithstanding anything to the contrary contained herein,
in the event that Owner [or Manager] disapproves of any agent, employee or other
person hired or contracted for by Company, then, upon notice from Owner or Manager,
the Company will remove such person from the Property. The Company shall be liable
for all actions or inactions of the agents of Company.
10. Termination
This Agreement may be terminated as follows:
a) upon the mutual written agreement of the parties; or
b) by either party, upon a material breach of this Agreement by the other party,
which breach is not cured within ten (10) days of receipt by the breaching party
of notice of such breach; or
c) for any reason or no reason, upon sixty (60) days prior notice given on or after
the first (1st) anniversary of the date hereof.
11. Indemnification
a) The Owner [or Manager] shall indemnify and hold the Company , its officers,
directors, employees, agents, members, partners and shareholders harmless
from and against any and all liabilities, claims, losses, lawsuits, judgments and
expenses, including, but not limited to, attorneys’ fees, arising out of or in
connection with any act or omission of the Owner [or Manager]or any of its
officers, directors, employees, agents or partners in connection with the
Company provision of the Services and the terms of this Agreement.
b) Notwithstanding the foregoing, Owner [or Manager] shall have no obligation
under this Section 8 or otherwise, for the Company’s incidental or consequential
damages, if any, arising from any act or omission of the Company.
12. Liability Insurance
So long as this Agreement shall remain in effect, the Company shall maintain and keep
in full force and effect general liability, workers’ compensation, automobile and disability
insurance policies in amounts and of a nature which are adequate and customary for
the business in which it is engaged, provided, Company’ general liability insurance shall
be in an amount of at least one million dollars ($1,000,000) in the aggregate (this limit
may be accomplished by general liability policy in combination with an umbrella
insurance policy). The Company shall arrange with each of its insurance carriers to
provide Owner [or Manager] with a certificate of such insurance which, if available,
indicates that should such insurance be reduced, canceled or non- renewed, both the
Company and Owner [or Manager]will receive at least thirty (30) days prior written
notice. If not available, then the Company shall provide such notice to Owner or
Manager. In addition, Owner [or Manager] shall be named as an additional insured on
Company’ general liability insurance policy.
13. Licenses and Compliance with Law
Owner [or Manager]and the Company each hereby represent and warrant that it (i) has
all necessary licenses, permits and governmental approvals necessary to engage in its
business as currently conducted, and (ii) is in compliance with all such licenses, permits
and approvals and all other laws which are applicable to such party and its business.
Owner [or Manager]and the Company further represent that it will promptly inform the
other party if it is informed of or becomes aware of any violation or suspension, or
circumstance which may give rise to a violation or suspension, of any of the foregoing
licenses, permits or approvals.
14. Due Authorization
Each of the undersigned hereby represents and warrants that he/she has due authority
to execute this Agreement on behalf of such party and to perform the obligations
contained herein and that this Agreement is a legal, valid and binding agreement,
enforceable in accordance with its terms, except to the extent limited by bankruptcy,
insolvency or similar laws of general application relating to or affecting the enforcement
of creditors’ rights.
15. Notices
Except as otherwise provided herein, all notices required or permitted to be given in
connection with this Agreement shall be in writing, shall be effective upon receipt and
shall be sufficient if delivered personally, sent by prepaid air courier, or sent by
registered or certified mail, postage prepaid, return receipt, to each of the parties hereto
at their addresses as written above, or to such other address as may have been
furnished to the other party hereto, in writing in accordance herewith, by the party to
whom notice is to be given.
16. Books and Records
Owner [or Manager]and the Company shall each maintain accurate and complete books
and records relating to all services provided pursuant to this Agreement.
17. Successors and Assigns.
This Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement shall not be assigned by the
Company during the first (1st) year of the term hereof.
18. Survival of Representations and Warranties
All agreements, representations and warranties contained herein shall survive the
execution and delivery of this Agreement.
19. Poaching.
The parties herein agree that the manager/owner shall not take the employees of the
Company to work for them.
20. Amendments
The terms and provisions of this Agreement may not be modified or amended except in
writing, signed by each of the parties hereto.
21. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Facsimile or .pdf signatures on this Agreement (including, but not limited to, execution
by Docusign or similar digital signature) and the electronic transmission thereof shall
have the same binding force and effect as original ink signatures.
22. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey, without giving effect to the rules of conflicts of law. Any action to
enforce this Agreement shall only be brought in the courts of the State of New Jersey,
which courts shall have exclusive jurisdiction for such purposes.
23. Force Majeure
The Company reserves the right to defer the date for the performance of its obligations
under the Agreement or to terminate this agreement, if it is prevented from, or delayed
in, carrying on their business by acts, events, omissions or accidents beyond their
reasonable control, including strikes, lockouts or other industrial disputes , failure of a
utility service or transport network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or
subcontractors.
24. Limitation of Liability
Under no circumstances will the Company be liable for any indirect, special,
consequential, or punitive damages (including lost profits) arising out of or relating to
this Agreement or the transactions it contemplates (including breach of contract, tort,
negligence, or other form of action)—if said damage is the direct result of the Owner [or
Manager] negligence or breach.
25. Further Instruments
At any time and from time to time, each party shall, without further consideration and at
its own expense, take such further actions and execute and deliver such further
instruments as may be reasonably necessary to effectuate the purposes of this
Agreement.
26. Waiver of Breach
No waiver of a breach of any provision of this Agreement shall be construed to be a
waiver of any breach of any other provision of this Agreement or of any succeeding
breach.
27. Captions
The captions in this Agreement are solely for convenience of reference and shall be
given no effect in the construction or interpretation hereof. [No further text on this page;
signatures contained on following page]
28. Entire Agreement; Severability
With respect to the subject matter hereof, this Agreement embodies the entire
agreement and understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to such subject matter. The provisions of this
Agreement are severable and if any provision hereof is invalid, illegal or unenforceable,
the balance of this Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized signatories to
execute and deliver this Agreement on the date first set forth above.
THE COMPANY:
Signature: _________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
THE OWNER OR MANAGER/AGENT:
Signature: _________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
EXHIBIT A
Properties
1. ____________________________
2. ____________________________
3. ___________________________
4. _____________________________
5. _____________________________
EXHIBIT B
[Company’ Compensation & Invoicing]
Compensation
(1) The Company shall be entitled to payment by the Client for the Services as set
out below:
a) Cleaning: ______________________
b) Supplies: ______________________
c) Maintenance: ______________________
d) Trash Removal: ______________________
e) Landscaping: ______________________
f) Snow removal: ______________________
g) Hot tub cleaning: ______________________
(2) In the event that the Owner [or Manager] fails to make payment as invoiced
within five (5) business days from the date of receipt of the invoice as provided
herein, the Owner [or Manager] shall pay a late fee equivalent to ten percent
(10%) of the invoiced amount. Should the payment not be made within ten(10)
business days from the date of receipt of the invoice ,the Company shall
withdraw its Services until such a time when any outstanding payment is paid in
full by the Owner [or Manager].
Invoicing
(3) For the respective services, the Owner [or Manager] shall be invoiced as follows:
a) Cleaning: Bi-weekly
b) Supplies: Monthly
c) Maintenance: Per call out and/or separately quoted for larger jobs or longer
projects
d) Trash Removal: Bi-weekly
e) Landscaping: Monthly
f) Snow removal: Per clearance
g) Hot tub cleaning: Bi-weekly
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