dxxxfield Service Vendor AGREEMENT

Transcription

1 dxxxfield Service Vendor AGREEMENT Agreement made this day, of (date), by and between UPFRO ASSOCIATES, INC., a New Jersey Incorporation (herein referred to as "UPFRO") with principal place of business at 1800 Bay Avenue Point Pleasant, NJ and FEILD SERVICE VENDOR (herein referred to as "FSV"), With Federal Identification Number and principal place of business located at. This is an agreement between both parties stipulating the relationship and responsibilities. This agreement is not considered a promise of work. This agreement is not considered an exclusive agreement between parties. IIn consideration of the mutual covenants contained herein, it is agreed between the parties as follows: 1 SERVICES PROVIDED BY THE FSV FSV will conduct inspections in all states and/or areas as agreed upon and indicated on Exhibit A, which is hereto attached and incorporated herein by reference. Such inspections shall be conducted in person or by employees or otherwise duly authorized representatives (hereafter collectively referred to as representatives ) of FSV, in accordance with the performance standards stated herein. For the purpose of this Agreement, an inspection is defined as the in-person visual review and inspection of property and or operations according to the reasonable standards outlined by UPFRO and as agreed upon by FSV, and consistent with any applicable statutes, rules or regulations. 2 PAYMENT (A) UPFRO will pay FSV for inspections and related services in accordance with the charges agreed upon and as indicated in Exhibit B. It is agreed that Exhibit B is subject to change given a 45 day notice from either UPFRO or FSV. It is further agreed that any said changes not mutually agreeable to both parties; the FSV will maintain the right to terminate this agreement in accordance with the conditions outlined below. (B) Services and Fees as per Exhibit B may be altered for any particular inspection(s) with prior consent from UPFRO and agreed upon by both parties at any time during this agreement. (C) FSV will provide a detailed invoice statement agreeable to UPFRO upon the submission of any and all completed report(s). (D) UPFRO will only recognize invoices indicating FSV'S Name, Federal ID Number, and Principal Location. (E) FSV agrees to submit all completed inspections on a regular basis for review prior to payment. (F) FSV and UPFRO agree that any inspection submitted by FSV and deemed by UPFRO as incomplete, inaccurate, illegible, unacceptable, incorrect location or otherwise, will be removed from any invoice and not subject to payment. UPFRO will notify FSV immediately. UPFRO may request FSV to correct the inspection and resubmit for payment. (G) FSV agrees that UPFRO may reject or reduce an inspection fee, on notice, if any report does not meet the time standard requirements specified herein. (H) UPFRO agrees to pay all invoices promptly twice monthly. (I) FSV must notify UPFRO of any payment discrepancies. UPFRO will promptly research it, and both parties will extend their best efforts to resolve such discrepancies within thirty (30) days. Payment will be made due at once when any discrepancy is fully resolved. (J) Additionally, UPFRO maintains the right, upon notification, to not pay FSV for: (i) Any inspection is returned after forty-five (45) days time service from the date assigned to FSV. (ii) Any inspection request rescinded by UPFRO prior to authorize inspection date.

2 3 INSPECTION AND REPORT STANDARDS UPFRO FSV Agreement (A) UPFRO will provide FSV with such standard information for each request as: Insured's Name, Address, Identification Number (policy number), etc.) (B) In accordance with the terms of this Agreement, FSV and or its representatives will conduct an inspection upon receipt from UPFRO of the said request. These inspections will be completed without notice, pre-notification, or appointment made by FSV unless otherwise stipulated or specifically requested, or as outlined in Exhibit B. (C) FSV will complete an inspection form(s) as approved or provided by UPFRO including but not limited to electron submissions. FSV will provide photograph(s) as permitted of the dwelling and photograph(s) as permitted of any and all conditions adverse or otherwise pertaining to the dwelling, the property or the neighborhood/ area. FSV will provide remarks explaining photograph(s) of adverse or unusual conditions as needed. (D) FSV will complete additional supplements on forms agreeable to FSV and approved or provided by UPFRO upon request or as needed. Supplements include but are not limited to: Heating, Electrical, Plumbing, Wood/ Coal/ Pellet Burning Stoves or Space Heaters, Day Care Operations, Coastal Exposures, Oil Tank Exposures and/or any supplement created to address items of concern presented by UPFRO to FSV during the duration of this Agreement. Supplements may be accompanied by photograph(s), as permitted, in accordance with above. Standard Supplements and charges, if any, will be listed on Exhibit B. Exhibit B is subject to amendment, upon mutual agreement for consideration, as needed. (E) In the event that FSV is unable to locate a property after reasonable efforts, UPFRO will be immediately advised with details of the efforts included. UPFRO will accept this as a completed report. (F) FSV will complete underwriting inspections by appointment upon direct and specific request from UPFRO, or when a dwelling is discovered to be in a guarded or protected community, or for any High Valued Home Inspection or as otherwise deemed needed, unless specifically addressed in Exhibit B or agreed otherwise. FSV will set all appointments at the mutual convenience of the property owner or policy holder or policy applicant during normal business hours. In the event that an agreeable appointment time can not be made, FSV will, as permitted, completed a standard report from the exterior unless specifically directed otherwise. In the event that an exterior report may not be permitted, or will not provide the underwriting information specifically requested FSV will return the request with proper documentation. UPFRO will recognize this as a completed report. In the event that the UPFRO requests FSV to complete an underwriting report by appointment during nonstandard business hours, UPFRO shall pay any additional specified fees that will be agreed upon prior to the appointment and completion of said report. (G) FSV will make all reasonable efforts on standard requests to provide completed inspection report to UPFRO within twenty-five (25) days from the date UPFRO receives the request. FSV will provide timely notice to the UPFRO for any and all reports that will be unreasonably delayed past this time service goal. Additionally, the FSV agrees to adhere to any timetables during the duration of this Agreement. UPFRO will grant additional time without notice, for the completion of inspection reports including but not limited to: All reports completed by appointment including High Value Home Inspections provided proper documentation and notification from FSV. UPFRO will also grant additional time to any and all reports that required additional efforts to locate the property provided proper documentation and notification from FSV. UPFRO will also grant additional time for any and all reports delayed due to severe inclement weather, riots and or any other hazardous condition(s) preventing timely reports provided proper notification and documentation from FSV. (H) UPFRO may request a follow up inspection on any property to verify the correction of previously reported adverse conditions to which a standard fee will apply. If UPFRO disputes the information and/ or the accuracy of a previous report and this previous report is found upon the follow up to be accurate, the standard charge will apply. In the event that the follow up report proved the previous report to be inaccurate, there will be no payment. 2

3 UPFRO FSV Agreement 4 SERVICE STANDARDS AND CONSIDERATIONS (A) FSV and all their representatives shall be properly attired in an appropriate business manner and act in a courteous manner toward all property owners, occupants or policyholders, and/ or applicants, and/ or household members. Further, all FSV representatives will carry photo identification cards issued by UPFRO. (B) FSV and/ or their representatives upon starting any inspection will knock on the property owner s door or ring their doorbell and present their identification card before continuing their inspection and: (1) In the event that the contact at the property refuses the inspection, for any reason, FSV and/ or their representatives will graciously honor that request and promptly leave the property. (2) Under no condition will the FSV and/or their representative complete an inspection without the permission of the insured or without an adult present in the household. In either event of (1) or (2) above, FSV will document and present to UPFRO the events that occurred. This will be accepted as a completed inspection by UPFRO. (3) In the event that there is no one home, FSV will complete the underwriting inspection from the exterior of the home. (C) To the best of their abilities FSV and/ or their representatives will provide in their completed report information that is factual, objective, or direct statements from those interviewed and that this information be relative to inspection objectives requested by UPFRO. 5 QUALITY ASSURANCE PROGRAM It is agreed that Quality Assurance is the domain of UPFRO who at their own discretion, will implement ongoing Quality Assurance Programs including but not limited to; management review, telephone checks, and in-field re-checks in order to assure the quality of reports. FSV and UPFRO may agree upon any additional Quality Assurance Programs and reasonable rates within the course of this relationship. 6 COMPLIANCE Each party agrees to perform it's obligations in accordance with the terms of this agreement and also agrees to be in compliance with all Federal and state statutes and regulations, including but not limited to those statutes and regulations governing fair information practices. 7 CONDUCT STANDARDS FSV and/or their representatives will maintain a valid driver's license and valid automobile insurance.. FSV will maintain appropriate business insurances including but not limited to Workers Compensation Coverage and will supply certificates of insurance annually or upon request. FSV and/or their representatives will not have a criminal or an arrest record. FSV and/or their representatives shall immediately notify UPFRO within three (3) business days of any filing for protection under the United States Bankruptcy Code, and/or any assuagement for the benefit of creditors. FSV and/or their representatives shall abide by all applicable federal, state, or insurance laws, regulations, and licensing requirements. FSV and/or their representatives shall conduct himself/herself in an appropriate and business like manner. 8 CONFIDENTIALITY (A) The parties acknowledge that in discharging their obligations under this Agreement, they may disclose or make available to each other statistical and other information which is commercially valuable, confidential, proprietary or trade secret (hereafter Confidential and Proprietary Information ). FSV hereby specifically acknowledges that any information concerning either a property owner, occupant or an insured or an applicant of UPFRO or their customers is Confidential and Proprietary Information. (B) Both parties agree to make reasonable effort to: (1) Identify to each other Confidential and Proprietary Information at the time of disclosure; and (2) Fully protect and preserve the confidential, proprietary and trade secret nature of each other s Confidential and Proprietary Information. 3

4 UPFRO FSV Agreement 9 TERM (C) Both parties agree not to use, distribute or exploit each other s Confidential and Proprietary Information, in whole or in part, for their own benefit or that of any third party and will not disclose such Confidential and Proprietary Information to any other person, firm or entity without each other s prior written consent provided, however, that such written consent is not required in the event that distribution of such Confidential and Proprietary Information is made pursuant to a lawful subpoena or court order or is otherwise legally compelled. Subject to TERMINATION, as described below, this Agreement shall commence on the date herein above written, and shall continue in force for a period of one year. The parties agree that this Agreement shall automatically be renewed for successive one year periods, excluding any amendments made and agreed upon to any or all Exhibits herein, unless either party has terminated the Agreement by providing written notice to the other party not less than sixty (60) days prior to the end of the initial term or any renewal term. 10 TERMINATION (A) Either party may terminate this Agreement at any time during this Agreement, for any reason, on sixty days written notice to the other party. (B) Either party may also terminate this Agreement in the event of the material breach or default by the other party of its obligations hereunder. Such termination shall require written notification to the party said to be in breach or default. (C) FSV may terminate agreed upon geographical areas (Exhibit A) where underwriting reports are to be completed provided sixty (60) days written notice to UPFRO. This Agreement will remain in effect for remaining geographical territories (D) UPFRO may terminate this Agreement immediately upon written notice to FSV upon the occurrence of any one or more of the following events: (1) Any breach of the Conduct Standards, as set forth in Paragraph 7 herein. (2) Any breach of the Service Standards and Considerations, as set forth in Paragraph 4 herein. (3) FSV attempts to assign its rights under this Agreement, without the express written agreement of UPFRO 11 NOTICE All notices required under this Agreement shall be in writing and shall be sent by certified, registered or express mail, postage prepaid. Any such notice or other communications shall be deemed served upon receipt by the party at the above stated address. 12 INDEPENDENT CONTRACTOR STATUS FSV's relationship with UPFRO shall at all times, that of an independent contractor. Nothing in this Agreement is intended or shall be interpreted to create the relation of employer and employee. 13 GOVERNING LAW The validly, interpretation and performance of the Agreement shall be governed and construed in accordance with the laws of the state of New Jersey. 14 MODIFICATIONS, CHANGES, PRIOR AGREEMENTS This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the parties, and may be modified only in writing by the parties named above. UPFRO ASSOCIATES, INC. By: Business Name FIELD SERVICE VENDOR Print Name: Title: Date: Principal s Name Title: Signed: Date: 4

5 UPFRO FSV Agreement Exhibit A Standard FSV Inspection Territories State(s) Counties Municipalities Zips Additional pages as needed. 5

6 UPFRO FSV Agreement Exhibit B Schedule of Fees If checked and initialed: a) FSV agrees to submit electronically using the UPFRO Information and Retrieval System (UIRS) complemented reports, photos and report invoice. b) FSV agrees to standard fees as outlined in Account Guidelines as they are provided by UPFRO throughout the course of this Agreement. c) FSV agrees to UPFRO s inspector service ratings based primarily on both quality and time service provided by the FSV. Initialed: Schedule of Fees Other 6

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