SERVICE AGREEMENT. THIS AGREEMENT ( Agreement ) is made and entered into as of, 20 by and between ( Owner ) and ( Vendor ).

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1 SERVICE AGREEMENT THIS AGREEMENT ( Agreement ) is made and entered into as of, 20 by and between ( Owner ) and ( Vendor ). WITNESSETH: WHEREAS, Owner desires to engage Vendor, as an independent contractor, to provide certain services for that certain property known as, located at (the Property ), and Vendor desires to provide such services. WHEREAS, [APPROPRIATE COMPANY XYZ ENTITY] d/b/a Company XYZ is Owner s authorized property manager ( Manager ). NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows: 1. SERVICES TO BE PERFORMED AND COMPENSATION. Vendor agrees to perform the services for the Property specified on Exhibit A attached hereto and made a part hereof. All services performed by Vendor shall be done in a first class manner in accordance with good industry practice. In consideration for such services, Owner shall pay to Vendor the amount set forth in Exhibit A in accordance with the terms set forth therein. It is intended and agreed to by the parties that only those provisions of such attached Exhibit A which delineate the actual specifications of Vendor s work to be performed, and the terms of payment therefore, are incorporated into this Agreement, that no other provisions, terms or conditions contained in Exhibit A are applicable to this Agreement, and that should any conflict exist, or appear to exist, between the terms of this Agreement and Exhibit A, the terms of this Agreement will prevail. 2. TERM. The term of this Agreement shall commence on, 20 and shall end on, 20, and shall continue thereafter on a month-to-month basis. Either party may terminate this Agreement for any reason by giving the other party thirty (30) days prior written notice of its election to terminate. Moreover, if a petition in bankruptcy is filed by or against either Owner or Vendor, or if either shall have made an assignment for the benefit of creditors, either party may terminate this Agreement upon forty-eight (48) hours written notice to the other party. Owner may elect to terminate this Agreement upon forty-eight (48) hours notice for just cause as determined by Owner or (b) in the event of a sale, condemnation or destruction of all or part of the property. 3. RELATIONSHIP OF THE PARTIES. Vendor does hereby state, represent and warrant that it is an independent contractor. In no event and/or under no circumstances shall Vendor in the performance of its obligations hereunder be deemed or considered to be acting as a servant, agent or employee of Owner. Vendor agrees that it is solely responsible for all 1

2 payments due or to become due to all its employees, or material suppliers, including the withholding of appropriate taxes and Vendor hereby agrees to indemnify and save harmless Owner and Manager and any affiliate, agent, subsidiary, employee officer, director or parent ( Affiliates ) of either against any and all liability therefore. 4. PERSONNEL. Vendor shall devote such of Vendor s time, attention and business capacity to the performance of the services required hereunder as may be reasonably necessary. Vendor shall supply an adequate number of employees who have been trained and are competent to perform the services required hereunder in a thorough, safe and professional manner. The personnel provided shall be the employees of Vendor (and not of Owner) and shall be supervised and directed by a foreperson, who shall be trained and duly qualified to act in such capacity. All personnel shall be properly uniformed or suitably attired. Vendor agrees to maintain good order and shall be responsible for the professional behavior of its employees while on the premises. 5. SUPPLIES AND EQUIPMENT. Any and all supplies, equipment, including special protection equipment, uniforms and/or materials whatsoever, which may be necessary to perform the services required hereunder, shall be furnished by Vendor at no additional cost or charge. All such material and supplies shall be of first quality only, and no additional charge shall be made by Vendor for this requirement. 6. COMPLIANCE WITH LAWS AND REGULATIONS. Vendor agrees to comply with all federal, state and local laws, ordinances and/or rules and regulations in connection with all performance of its services and obligations under this Agreement. Vendor further agrees to comply with any and all building rules and regulations that may be issued or promulgated by Owner. 7. INSURANCE. Vendor, at its sole cost and expense, shall at all times during the term of the Agreement, carry and maintain the following insurance coverage with insurance companies authorized to do business within the State of, with a minimum A.M. Best rating of. Before commencing work, Vendor shall furnish Owner with certificate(s) of said insurance policy or policies and shall assume responsibility for placement and renewal of all such policies. Commercial general liability insurance, on an occurrence form, adequate to protect the interest of the parties hereto, which shall name Owner and Manager as additional insureds; shall waive all rights of subrogation against Owner and Manager; and shall be the primary liability insurance, and not excess over any liability policy carried by Owner or Manager, for all claims or liabilities arising from, or incidental to this Agreement. General liability risks and key exposures to be covered shall include, but not be limited to, the Property and Vendor s operations in connection with the Property, blanket contractual, personal injury, and completed operations. The limits of each policy shall not be less than $ (see Chapter VII, Risk Management Manual for appropriate limits) per occurrence for bodily injury, personal injury and property damage; 2

3 (b) (c) (d) Automobile liability insurance, including bodily injury and property damage combined; in an amount not less than $ (see Chapter VII, Risk Management Manual for appropriate limits) each occurrence; which shall name the Owner and Manager as additional insureds as to the liabilities arising from the actions of the Vendor, or its agents, employees or subcontractors; and shall be primary and not excess over any liability policy carried by Owner or Manager; Workers Compensation insurance in full compliance with all applicable state and federal laws and regulations covering all employees of Vendor. Coverage shall include employer s liability insurance in an amount of not less than $ (see Chapter VII, Risk Management Manual for appropriate limits). Such policy shall contain a waiver of subrogation as to the Owner and Manager: Umbrella liability insurance written on an occurrence form; providing coverage in an amount of not less than $ (see Chapter VII, Risk Management Manual for appropriate limits). Such insurance shall be in excess of all liability coverages required herein; and shall name the Owner and Manager as additional insureds, and shall waive all rights of subrogation against Owner and Manager. When completing a service contract for janitorial services, security services, and any other services, which might have personnel in tenant spaces and/or our management office afterhours, insert the following as Section 7(e): (e) (f) Fidelity bonds or a crime insurance policy which includes employee dishonesty coverage, with limits in an amount of not less than $ (see Chapter VII, Risk Management Manual for appropriate limits) for all employees of Vendor who work at the Property. Said policy may be a blanket policy covering all employees of Vendor. All liability insurance maintained by Vendor shall be primary, non contributory with, and not excess, over any liability insurance maintained by Owner or Manager. To the extent that the Vendor employs, utilizes or contracts with subcontractors and/or independent contractors for some or all of the services to be provided hereunder and pursuant to the Agreement, the Vendor shall require such subcontractors and/or independent contractors to comply with the same insurance requirements as set forth in this Section 7. All insurance policies shall be issued by companies in forms satisfactory to Owner and Manager and shall expressly provide that the insurance company or companies shall notify Owner and Manager in writing at least thirty (30) days prior to any alteration or cancellation thereof. Vendor will forthwith provide Owner and Manager with current certificates of such insurance upon issuance. 3

4 8. INDEMNIFICATION. Vendor hereby agrees to defend, indemnify and hold Owner and Manager, their respective officers, directors, shareholders, members, managers, partners, agents, affiliates, employees and independent contractors (collectively the Indemnitees ), harmless from all suits, liabilities, claims, demands, or causes of actions, of any kind, including investigation costs, court costs, litigation expenses and reasonable attorney s fees arising from or incidental to the services contemplated under this Agreement, including but not limited to: (i) (ii) (iii) any claim for workers compensation benefits, salaries, employment taxes, benefits, pensions or assessments by or injury to or death of any employee of Vendor and any subcontractor and/or independent contractor of Vendor (and any employee of any such subcontractor and/or independent contractor), whether caused by the negligence of Vendor, subcontractor and/or independent contractor of Vendor, or the negligence of any Indemnitee, including any claim or action by the representatives or beneficiaries of such employee who is deceased, or by the Workers Compensation Carrier of the Vendor, subcontractor or independent contractor; all claims in favor of any person(s) or entity(ies) (including any Indemnitee) on account of damage to property, personal injuries, bodily injuries or death, by reason, in whole or in part, of any: act or alleged act of; (b) omission of; (c) negligence of; (d) willful misconduct of; (e) breach of any or all of the terms of this Agreement by; or (f) action which is not permitted by or pursuant to the provisions of this Agreement, taken by or on behalf of Vendor, its subcontractors and/or independent contractors, or anyone directly or indirectly employed by Vendor or under the control of Vendor, including when (i) the basis of such claim is alleged to be caused by the negligence of any Indemnitee, or is alleged or is actually caused by the concurrent negligence of any Indemnitee and Vendor, or when the basis of Indemnitee s negligence is alleged or determined to result from the act of hiring the Vendor and/or (ii) such claim arises from concurrent claims against Vendor, its subcontractors, independent contractors, or anyone directly or indirectly employed by or under the control of Vendor; Vendor s failure to adequately effect and maintain the types and levels of insurance required of Vendor under this Agreement or failure to require and assure that Vendor s subcontractors and/or independent contractors effect and 4

5 maintain the types and levels of insurance required of subcontractor under this Agreement; (iv) Vendor s failure to obtain all necessary waivers of subrogation as set out under this Agreement. (b) (c) (d) (e) Vendor will be responsible for its own work and all work of every description done or used in connection with this Agreement, and hereby specifically and distinctly assumes all risks of damage or injury from whatever cause to property or persons used or employed in connection with such work, and all damages or injury to property or persons wherever located resulting from any action or operation under this Agreement or in connection with such work. This indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, workers compensation act, disability benefit acts or other employees benefit acts. Subject to and under the indemnification provisions herein, Vendor will defend Indemnitees until the dispute or claim is settled or a judgment rendered. At that time, the Indemnitees shall reimburse Vendor, based upon their respective portion of the comparative negligence of all damages, losses, expenses and defense costs, unless such negligence is determined to have been directly and proximately caused by the negligence of Indemnitees in hiring Vendor to provide services under this Agreement. The indemnification provisions of this section will survive the termination or expiration of this Agreement, with respect to any claims arising as the result of events occurring during the effective term of this Agreement. 9. OSHA COMPLIANCE AND SAFETY STANDARDS. (b) Vendor agrees to comply with all Occupational Safety and Health Administration (OSHA) regulations while performing services for the Property, including, but not limited to fall protection, lockout/tagout procedures and hazard communication guidelines. Vendor will be held to the highest standards of work safety at all times. Vendor agrees to provide Owner with the following documents if hazardous materials may be utilized while performing work on the Property: (1) a comprehensive list of all hazardous materials; (2) material safety data sheets for all hazardous materials; and (3) written certification that Vendor s employees have received appropriate hazard communication 5

6 training. All such documents must be provided prior to the commencement of work. (c) Vendor further agrees that it is solely responsible for insuring that its employees adhere to common sense safety guidelines, Owner s safety guidelines and all OSHA guidelines. 10. NOTICES. All notices or other communications required or permitted by this Agreement to be given or delivered by or to either party shall be in writing and shall be deemed duly given or delivered upon the earlier of actual receipt or three (3) days after deposit in the United States mail, certified, return receipt requested, or registered, postage prepaid and addressed to Owner or Vendor at the appropriate address set forth opposite their respective signatures hereto. Each party may change it address by giving written notice of such change to the other party in the manner provided in this paragraph. 11. NO JOINT VENTURE. This Agreement shall not be construed in any way to create a partnership or joint venture between the parties. The sole relationship of Vendor to Owner is that of an independent contractor. 12. OFAC REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION. (b) Representations and Warranties. Vendor represents and warrants that (i) it is not, and none of its partners, members, managers, employees, officers, directors, representatives or agents is, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ( OFAC ) of the Department of the Treasury (including those named on OFAC s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or under any other law, rule, order, or regulation that is enforced or administered by OFAC (such persons and entities each being a Prohibited Person ); (ii) it is not acting directly or indirectly, for or on behalf of any Prohibited Person; (iii) it is not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any Prohibited Person; and (iv) it will not contract with or otherwise engage in any dealings or transactions or be otherwise associated with any Prohibited Person. Indemnification. Vendor hereby agrees to defend, indemnify, and hold harmless Owner and Manager from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorney s fees and costs) arising from or related to any breach of the foregoing representations and warranties. 6

7 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and may only be changed or modified by a written amendment executed by all parties. Vendor shall not assign or transfer this Agreement without the prior written consent of Owner. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, Vendor and Owner have executed this Agreement as of the day and year first above written. ADDRESSES: OWNER: SIGNATURES: OWNER: By: [Appropriate Company XYZ Entity] d/b/a Company XYZ, Authorized Property Manager By: Name: Title: VENDOR: VENDOR: By: Name: Title: 7