“For the purpose of this document, Bay Contracting Services LLC’s Property Pres Wizard Based internal
software system is referred to as PPW. This agreement shall be construed as if prepared with equal input
by both parties and shall not be construed more strongly against either party regardless of who is more
responsible for its preparation. If there is a conflict between this agreement and any present or future
law, this agreement shall be curtailed only to the extent necessary to bring it within the requirements
of the law.
WHEREAS BAY CONTRACTING SERVICES LLC desires to retain Subcontractor to perform certain contract
work in accordance with various contract documents and specifications and this Agreement;
WHEREAS Subcontractor desires to be retained for such services (“”Services””) under the terms and
conditions herein; NOW THEREFORE Bay Contracting Services LLC and Subcontractor agree as follows:
1. SERVICES
Subcontractor agrees to perform services relating to property maintenance, lawn care, and property
improvements/repairs as set forth on work orders BAY CONTRACTING SERVICES LLC submits to
Subcontractor. Subcontractor shall determine the method, details, and means of performing the services.
BAY CONTRACTING SERVICES LLC may specify only the results desired in regard to the specified services.
2. RELATIONSHIP
Subcontractor is considered a self‐employed, independent to BAY CONTRACTING SERVICES LLC for all
purposes. As such, Subcontractor is solely responsible for paying Subcontractor’s own Taxes. BAY
CONTRACTING SERVICES LLC will submit a 1099 to the IRS reporting how much Subcontractor made in a
given year, however BAY CONTRACTING SERVICES LLC will not withhold or deduct any Taxes from
payments made to the subcontractor. Any persons Subcontractor employs in connection with the
performance of its services will be Subcontractor’s employees and subcontractor will be fully responsible
for them. Subcontractor will be responsible for all acts of its employees and contractors. Subcontractor
will not be eligible to participate in any vacation, group medical or life insurance, disability, profit
sharing or retirement benefits or any other fringe benefits or benefit plans offered by BAY CONTRACTING
SERVICES LLC. Subcontractor has no authority (and shall not hold itself out as having authority) to bind
BAY CONTRACTING SERVICES LLC and Subcontractor shall not make any agreements or representations
on BAY CONTRACTING SERVICES LLC’s behalf without BAY CONTRACTING SERVICES LLC’s prior written
consent.
3. WORK ORDERS
Subcontractor will be given a Work Order for each project, which will set forth the deadline for each
project. Project specific requests/instructions may be included in the project Work Order. Failure to
follow/perform all project unique requests/instructions included in each project Work Order shall be
considered a major infraction. It is the responsibility of the Subcontractor to know all specifications to
which BAY CONTRACTING SERVICES LLC expects each work order to be completed even if they are not
listed on the work order itself. Any subcontractor suggested amendments to any work order must be
approved in writing by BAY CONTRACTING SERVICES LLC before Subcontractor is authorized to perform
any additional work.
4. QUALITY CONTROL
Upon Completion of a work order a representative of BAY CONTRACTING SERVICES LLC may conduct an
in office (via Photos) and/or on-site quality control inspection of the work completed, noting an
infractions or deficiencies. In the event of any deficiencies or infractions, upon BAY CONTRACTING
SERVICES LLC’s request subcontractor will revisit the property and correct the infractions and
deficiencies within 24 hours of BAY CONTRACTING SERVICES LLC’s request.
For each visit, BAY CONTRACTING SERVICES LLC will charge Subcontractor a $50.00 penalty, which may
be deducted from amounts owed to Subcontractor. Regardless of whether BAY CONTRACTING SERVICES
LLC requests a revisit, BAY CONTRACTING SERVICES LLC may deduct such amounts it reasonably
determines are appropriate to compensate BAY CONTRACTING SERVICES LLC for any deficiencies or
infractions in the work performed and may charge BAY CONTRACTING SERVICES LLC for expenses incurred
as a result of any deficiencies or infractions, including costs BAY CONTRACTING SERVICES LLC incurs to
correct the infractions and or deficiencies. In the event of inconsistencies between this Agreement and
the Work Order, the provisions of the Work Order shall prevail.
5. LABOR SUPERVISION & MANAGEMENT
Subcontractor will supply all labor, tools and equipment required to perform the services under this
Agreement. Subcontractor has the sole obligation and responsibility to supervise, manage, direct, and
perform the projects specified in the Work Orders. BAY CONTRACTING SERVICES LLC is committed to
comply with the Immigration and Reform Control Act. Subcontractor and all members of Subcontractor’s
crew must be lawfully permitted to work in the United States. Subcontractor shall indemnify, defend
and hold BAY CONTRACTING SERVICES LLC harmless for any violations relating to immigration and work
residency violations.
6. CONDUCT & SAFETY
The Subcontractor and all crew members shall wear appropriate, non‐offensive clothing while performing
all work and services. No member of the crew is permitted to be shirtless at any time. All members of
the Subcontractor crew shall act professionally and courteously at all times and especially when
interacting with a property owner or client of BAY CONTRACTING SERVICES LLC. The members of the Subcontractor crew shall refrain from any profanity while on the job site. The members of the Subcontractor crew shall not enter or request permission to enter a client residence unless there is prior
written approval from BAY CONTRACTING SERVICES LLC. Subcontractor shall not solicit any additional
work of any kind or any additional payment for work performed from any BAY CONTRACTING SERVICES
LLC Field Service’s client. Smoking of any kind, alcohol Consumption, and/or the use of any
illegal/controlled substance is strictly prohibited while members of the Subcontractor crew are on the
job site. Subcontractor shall adhere to the latest Occupational Safety & Health Administration guidelines,
including, but not limited to, the use of any required safety gear e.g. helmets, goggles, harnesses, etc.
Subcontractor shall be responsible for payment of any fine or penalties relating to worksite safety. All
crew members must be at least 16 years of age. Children are not allowed to be on site even if a parent
is present.
7. COMPLETION, PHOTOS & PAYMENT
A Work Order is not considered complete until all specified work is completed, all tools belonging to the
Subcontractor are removed, and the job site is cleared of all work-related waste and trash. Subcontractor
is not entitled to any payment unless the Work Order is viewed as fully complete by BAY CONTRACTING
SERVICES LLC and its clients. Subcontractor is not entitled to partial payment if work was partially
complete.
Subcontractor shall prepare and send to BAY CONTRACTING SERVICES LLC a detailed digital photo
catalogue of each completed Work Order. Each photo should clearly show that is was Taken at the
property specified in the Work Order by, at minimum, photographing the street sign, house number, and
front of home.
Although most Work Orders have specifically required photos, Subcontractor should at minimum Take
before, during, and after photos of each Task completed and the aforementioned photos if applicable.
Photos shall be sent by Subcontractor to BAY CONTRACTING SERVICES LLC via PPW. The Subcontractor
shall have no right to payment unless adequate photos have been received by BAY CONTRACTING
SERVICES LLC via PPW and approved by BAY CONTRACTING SERVICES LLC and its clients. It is the
Subcontractors’ responsibility to house all data, including but not limited to; invoice amounts, addresses,
work order numbers, photos of work completed, and dates completed. BAY CONTRACTING SERVICES LLC
is not liable for any lost data submitted by Subcontractor and Subcontractor may be required to resubmit
invoices at no additional cost to BAY CONTRACTING SERVICES LLC.
8. PAYMENT TERMS
BAY CONTRACTING SERVICES LLC agree to pay Subcontractor for services rendered and determined
complete within 30 days of submission into PPW. Subcontractor may be on a pay schedule (weekly,
monthly or otherwise) to be paid much sooner. BAY CONTRACTING SERVICES LLC may establish a course
of dealing with Subcontractor for payment on a biweekly basis or otherwise however in no event shall
any course of dealing establish an obligation for BAY CONTRACTING SERVICES LLC to pay Subcontractor
for services rendered and determined complete any sooner than within 30 days of submission into PPW.
9. PAYMENT DISPUTES & REMEDIES
If Subcontractor has not received payment on an order or “short paid” (paid less than the total believed),
subcontractor shall create a dispute in PPW under the “Form & Docs” Tab by completing the Pay Dispute
Form (if PPW was the issuing system). If Subcontractor no longer has access to PPW, due to termination
of business relationship or otherwise, Subcontractor must send an email to its account manager stating
the Work Order numbers and street addresses for each individual order that was short paid or not paid.
Subcontractor has 15 days from the original payment date to dispute short payments or Subcontractor
has 15 days after the expected payment date (30 total days) to dispute any payment. After these time
periods, the order payments are closed and no further payments will be issued. Subcontractor waives
and releases all claims for payments from BAY CONTRACTING SERVICES LLC which are not disputed by
Subcontractor within the time frames set forth above, including but not limited to all work/services
performed by Subcontractor which pre‐date this Agreement.
It is the Subcontractor’s responsibility to keep track of the Work Order numbers for each Work Order
completed. Any type of payment dispute is evaluated on an individual Work Order basis. Example: If
Subcontractor believes it completed 50 Work Orders in a given week, but only received payment for 40
Work Orders, it is the Subcontractor’s responsibility to let BAY CONTRACTING SERVICES LLC know the
Work Order numbers for each order it believes it was paid for.
In the event of a dispute as to payment or completion of a Work Order the Subcontractor agrees as
follows: 1) Subcontractor shall not contact the property owner or client of BAY CONTRACTING SERVICES
LLC, 2) Subcontractor shall not file any liens against the property and although Subcontractor may have
rights under state law to execute and file liens for non‐ payment of invoices the undersigned
Subcontractor does hereby waive and release any and all lien rights in connection with any work
performed or claimed to have been performed on behalf of BAY CONTRACTING SERVICES LLC and
Subcontractor agrees to indemnify BAY CONTRACTING SERVICES LLC from any lower tier subcontractors’
liens for non‐payment of invoices and Subcontractor agrees that any lower tier subcontractors of
Subcontractor shall waive and release their lien rights by executing the lien waiver form/link posted on
the BAY CONTRACTING SERVICES LLC website, 3) Subcontractor agrees that all payment disputes shall be
settled directly with BAY CONTRACTING SERVICES LLC and that there shall be no posted complaints by
Subcontractor about BAY CONTRACTING SERVICES LLC on the internet or any other type of message
board, and 4) Subcontractor agrees that any disputes pertaining to invoices shall be first submitted to
mediation before Subcontractor initiates any action in a court of law and in which case Subcontractor
consents and agrees that any and all litigation shall be filed in Florida. In the event of any court action
the Subcontractor hereby irrevocably waives to the fullest extent permitted by law all rights to a jury in
any action, proceeding or counter‐claim including but not limited to actions founded in contract, statute,
tort, negligence, or otherwise relating to this Agreement.
10. INSURANCE
Subcontractor shall maintain at its own expense during the term of this Agreement such insurance Policies
covering the product and services to be provided as BAY CONTRACTING SERVICES LLC reasonably
requests, but regardless of whether BAY CONTRACTING SERVICES LLC so requests, Subcontractor will
maintain the following insurance:
1. Commercial General Liability Insurance in the amount of $1,000,000 per each occurrence or
claim, with Extended Property Damage Coverage in the amount of $50,000 per each occurrence or claim
for personal property in the care or custody or control of Subcontractor, occurring as a result of
subcontractor’s operations. If coverage is provided under a claim made form, any retro date on such
coverage shall be no later than the date subcontractor first provides services to BAY CONTRACTING
SERVICES LLC,
2. IF vehicles, automobiles liability insurance covering any such owned or non‐owned vehicles
with limits of at least $100,000.00 per person/$300,000 each accident.
Additional Obligations:
A. Subcontractor’s policies will be primary and non‐contributing with respect to any other insurance or
self‐insurance which may be maintained by BAY CONTRACTING SERVICES LLC.
B. Subcontractor and its Insurance Carriers shall waive subrogation with respect to any Workers
Compensation and Commercial General Liability policies.
C. Coverage under the Commercial General Liability policy and, if required, any E&O Liability policy,
must remain in force for a minimum of 12 consecutive months after the conclusion of services under this
agreement.
D. Thirty (30) days written notice will be given to BAY CONTRACTING SERVICES LLC prior to cancelation,
non‐renewal or material reduction in limits of any insurance policy.
E. Prior to commencing work under this agreement and within 10 days of each subsequent policy renewal,
Subcontractor’s insurers or their authorized representatives shall provide BAY CONTRACTING SERVICES
LLC with Certificates of Insurance evidencing that all coverage and policy endorsements required under
this agreement are maintained in force.
With respect to any E&O coverage, the certificates must indicate that the coverage applies to Mortgage
Field Services operations and also show any policy retroactive date. BAY CONTRACTING SERVICES LLC has
the right, but not the duty to receive certified copies of any required insurance policy and to verify that
the coverage provided meets the standards set forth herein.
Subcontractor must ensure that all lower tier subcontractors meet the insurance requirement minimums
as specified in this Agreement. Nothing in the insurance requirements section will be construed as
limiting the Subcontractor’s (or any lower tier subcontractor’s) liability to BAY CONTRACTING SERVICES
LLC or a third party Indemnity Subcontractor agrees to hold BAY CONTRACTING SERVICES LLC harmless
and defend and indemnify BAY CONTRACTING SERVICES LLC for any and all claims arising out of
Subcontractor’s performance under this Agreement or any Work Order, including any claims for injury,
disability, or death of Subcontractor or Subcontractor’s employees or lower tier subcontractors.
Subcontractor further agrees to indemnify, defend and hold BAY CONTRACTING SERVICES LLC harmless
from any and all claims arising from any negligent act or omission by Subcontractor or Subcontractor’s
employees or lower tier subcontractors including claims of third parties.
11. INTELLECTUAL PROPERTY
BAY CONTRACTING SERVICES LLC is and shall be, the sole and exclusive owner of all right, title and
interest throughout the world in and to all the results and proceeds of the services performed under this
Agreement (collectively, the “Deliverables”), including all “patents, copyrights, trademarks, trade
secrets and other intellectual property rights therein. Subcontractor agrees that the Deliverables are
hereby deemed a “”work made for hire”” as defined in 17 U.S.C. § 101 for BAY CONTRACTING SERVICES LLC. If, for any reason, any of the Deliverables do not constitute a “”work made for hire,”” Subcontractor
hereby irrevocably assigns to BAY CONTRACTING SERVICES LLC, in each case without additional
consideration, all right, title and interest throughout the world in and to the Deliverables, including all
Intellectual Property Rights therein. Upon BAY CONTRACTING SERVICES LLC’s request, Subcontractor
shall promptly take such further actions, including execution and delivery of all appropriate instruments
of conveyance, as may be necessary to assist BAY CONTRACTING SERVICES LLC to prosecute, register,
perfect, record or enforce its rights in any Deliverables. If BAY CONTRACTING SERVICES LLC is unable,
after reasonable effort, to obtain Subcontractor’s signature on any such documents, Subcontractor
hereby irrevocably designates and appoints BAY CONTRACTING SERVICES LLC as Subcontractor’s agent
and attorney‐in‐fact, to act for and on Subcontractor’s behalf solely to execute and file any such
application or other document and do all other lawfully permitted acts to further the prosecution and
issuance of patents, copyrights or other intellectual property protected related to the Deliverables with
the same legal force and effect as if Subcontractor had executed them. Subcontractor agrees that this
power of attorney is coupled with an interest.
12. CONFIDENTIALITY
To the extent that, in connection with this agreement, Subcontractor comes into possession of any
proprietary or confidential information of BAY CONTRACTING SERVICES LLC or of BAY CONTRACTING
SERVICES LLC’s client BAY CONTRACTING SERVICES LLC discloses any other proprietary or confidential
information of a third party to Subcontractor (collectively, the “Confidential Information”),
Subcontractor agrees to use such Confidential Information solely for the purposes of the applicable Work
Order and not to disclose such Confidential Information to any third party without the prior written
consent of BAY CONTRACTING SERVICES LLC. The terms of this Agreement, the BAY CONTRACTING
SERVICES LLC software system, client information and lists, information about the properties serviced by
BAY CONTRACTING SERVICES LLC, and all information pertaining to BAY CONTRACTING SERVICES LLC’s
business operations and strategies, pricing, marketing, finances, sourcing, personnel or operations, shall
all be considered Confidential Information. Confidential Information does not include any information
that is or becomes generally available to the public other than.
13. PERFORMANCE
Neither this Agreement nor any duties or obligations under this Agreement may be assigned by
Subcontractor without prior written consent of BAY CONTRACTING SERVICES LLC. BAY CONTRACTING
SERVICES LLC agrees to comply with all reasonable requests of Subcontractor necessary for the
performance of Subcontractor’s services to be performed under this Agreement. BAY CONTRACTING
SERVICES LLC agrees to pay Subcontractor for services in accordance with the description of services and
compensation schedule established by the parties incorporated herein by reference (the “Pricing
Schedule”).
14. TERMINATION
Notwithstanding any other provision of this agreement, either party may terminate this agreement at
any time by giving written notice to the other party.
This Agreement shall terminate automatically on the occurrence of any of the following events:
1) Bankruptcy or insolvency of either party.
2) Death or dissolution of either party.
3) Assignment of this Agreement by Subcontractor without the consent BAY CONTRACTING SERVICES LLC.
15. ARBITRATION
Any and all disputes or claims between BAY CONTRACTING SERVICES LLC and the Subcontractor arising
out of this Subcontract shall be resolved by binding arbitration according to applicable Rules of
Arbitration in Florida. In so agreeing the parties expressly waive their right to a jury trial, if any, on
these issues and further agree that the award of the arbitrator shall be “final and binding upon them as
though rendered by a court of law and shall be enforceable in any court having jurisdiction over the
same.
16. SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions will nonetheless continue in full force without being impaired
or invalidated in any way. This Agreement shall be governed and construed in accordance with the laws
of the State of Florida.
17. GOVERNING LAW AND RULES OF CONSTRUCTION
The validity, interpretation, and performance of this Subcontract shall be governed by the laws of the
jurisdiction where the Project is located or the laws of the State of Florida as chosen by the parties.
Titles, captions, or headings to any provision, article, etc., shall not limit the full contents of the same.
These articles have the full force and effect as if no titles existed.
This contract shall be binding upon and inure to the benefit of the respective successors, assigns,
representatives, and heirs of the parties herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
18. ENTIRE AGREEMENT
This Agreement supersedes any and all other agreements, both oral and written, between the parties
with respect to the rendering of services by Subcontractor for BAY CONTRACTING SERVICES LLC and,
together with the Work Orders and Pricing Schedule, contains all of the covenants and agreements
between the parties with respect to the rendering of these services in any manner whatsoever. Any
modification of this Agreement will be effective only if it is in writing signed by both parties.
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