Subcontractor Services Agreement

The entire agreement between Logistics Plus, Inc. (“Company”) and the enrolled subcontractor (“Service Provider”), consists of: (i) these Terms and Conditions of Subcontractor Services and (ii) any additional terms and conditions proposed by Company in writing and signed by Subcontractor ((i) and (ii) collectively, the “Agreement”).  The Agreement shall become binding when accepted by Service Provider either by acknowledgment or the performance, acceptance, or involvement in services by Service Provider.  These Terms and Conditions of Subcontractor Services shall apply to all services performed by or for Service Provider and may be amended from time to time by Company, in its sole discretion.  Any terms and conditions proposed by Service Provider which are additional to or inconsistent with the terms and conditions contained in the Agreement shall be void, unless specifically agreed to by Company in writing, signed by Company’s duly authorized representative.

 

RECITALS:

WHEREAS, the Company provides or arranges for relocation, move transportation services, installation labor services, general moving services, warehouse services and/or storage and logistics services to its customers (collectively, “Customers” and individually, a “Customer”); and

WHEREAS, the Company desires to engage Service Provider to provide certain of such services to certain Customers as specified in emails, or orders for services (collectively, the “Service Orders” and individually, a “Service Order”) issued by the Company to Service Provider from time to time; and

NOW THEREFORE, in consideration of the promises contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby mutually agree as follows:

 

AGREEMENT:

  1. 1. Services.

 

  • Service Provider will provide those services (the “Services”) to Company as requested in the Service Orders and issued by the Company from time to time and at the rates, terms and conditions specified herein and in the Service Orders. All Service Orders issued by the Company to Service Provider will be governed by the terms of this Agreement.  The Service Orders will be incorporated into and become a part of this Agreement.  Service Provider shall provide all labor, materials, trucks, and tools necessary to complete the Servi  The Services will be performed at such time the parties mutually agree and is subject to adjustments requested by Customer and the Company.  Any changes to the scope of work contained in the Service Orders will be made in writing (“Change Orders”). Change Orders will not be binding unless signed by both parties.

 

1.2        Service Provider guarantees to the Company that the Services will be completed as scheduled, and in a manner satisfactory to the Company and the Customer, time being of the essence.  No Services shall be performed outside of normal business hours without prior written approval from the Company.

 

  1. Service Provider Responsibilities.

 

2.1       Service Provider shall be responsible to the Company and Customer for acts and omissions of Service Provider’s employees, subcontractors and their agents and employees, and other persons performing portions of the Services under a contract or under the direct supervision of Service Provider (collectively, the “Service Provider Parties” and individually, a “Service Provider Party”).

 

2.2       At completion of the Services, Service Provider shall remove from and about the premises waste materials, Service Provider’s tools, installation equipment, machinery, and surplus materials owned by Service Provider.

 

2.3       Service Provider shall be responsible for and shall provide reasonable protection to prevent damage, injury, or loss to: (i) Service Provider Parties performing the Services and other persons who may be affected; (ii) the materials, furniture, furnishing and equipment; and (iii) other property at the premises or adjacent to the premises.

 

2.4       Service Provider shall neither encumber nor assert liens upon the Company, the Customer, Customer’s customer, the shipper, or the consignee or any third party, or any of their real or personal property as a result of Service Provider’s performance of the Services.

 

2.5       Service Provider shall abide by the Logistics Plus Site Code of Conduct / Site Rules, attached hereto as Exhibit “A”.

 

2.6       Service Provider shall not contract or communicate with Company’s Customers without the written consent of Company.  With respect to any services performed by Service Provider which are not at the written request of Company, Company shall have no obligation to Service Provider, including no obligation to pay for such services.

 

  1. 3. Term.

 

3.1        This Agreement shall commence on the date hereof and, unless terminated earlier as provided for below, shall continue for a period of one year thereafter and shall be automatically renewed for additional one-year periods unless thirty (30) prior written notice of termination is provided by one of the parties.  In the event that this Agreement is terminated for any reason, each individual Service Order will remain in effect until expiration or termination of such Service Order.

 

  1. 4. Price and Payment, Returned Material.

 

  • All Services shall be at the rates agreed by the Parties on a Service Order or project by project basis, in writing (e-mail sufficient). The Company shall be responsible for paying Service Provider and Service Provider shall have no recourse and waives any claims against Customer for payment.  Unless otherwise specified in the Rate Schedule or Service Order, Company shall pay Service Provider within 45 days of receipt of invoic

 

  • Service Provider will invoice the Company in accordance with the services set forth in the Service Order(s). All invoices shall be clear and concise and, notwithstanding anything to the contrary in the Service Order, shall be received by Company no later than 30 days of the date of the completion of the Services. Company shall have no obligation to pay for Services if the invoices for the Services are not received by Company within this time.  There shall be no incremental invoicing.

 

  • Company requires the Service Provider to determine an all in/not to exceed price based on the scope of the Company bid package. Any taxes, fees, permits, etc. will be included in this price. No amount beyond the all in/not to exceed price will be paid other than approved, properly executed change orders. Company will not be responsible for paying any charges that are not included in the Service Order or any Change Order signed by both Company and Service Provider. (i.e. fuel surcharges, insurance, taxes, costs, miscellaneous costs to Service Provider).

 

  • Change Order/Cost Override Procedure. Company expects the Service Provider to adhere to its ‘not to exceed’ price.  In the event that a change order situation arises, change orders and associated cost override must be approved by Company Project Manager and Customer on site before work is conducted.  The Company change order form must be filled out on site for record of approval and associated costs sent to Company within 12 hours of the activity.  This will avoid any issues when recapping the project and speed up the invoicing/billing process.  If change orders are not documented in the time frame outlined, Company will consider all work within scope and inclusive to the Service Provider all in/not to exceed price for the project.  Approved change orders must be submitted with install project invoice.

 

  • Returned Material. All material returned to Service Provider’s warehouse shall be inventoried and labeled with the building (project) that the material came from, with reference to Company’s ticket number or Customer’s number for the particular Services.  The inventory shall be provided with any invoice for warehousing and with any truck of material returned to Company.      

 

  1. Confidentiality. The terms and conditions of this Agreement and information pertaining to any Service performed under this Agreement or any confidential information of any Customer shall not be disclosed by either party to persons other than its own directors, officers, employees, agents, attorneys, accountants, and auditors except as required to carry out the terms of this Agreement or as required by law.

 

  1. Independent Contractor. Service Provider agrees that it is an independent contractor and that it will perform under this Agreement as an independent contractor. Nothing in this Agreement shall be deemed to make Service Provider or any Service Provider Party an agent, employee, or partner of the Company. Service Provider shall not be entitled to any of the fringe benefits of the Company and shall have no authority to bind, commit, contract for, or otherwise obligate the Company in any mariner whatsoever.

 

  1. Delay and Property Loss or Damage. Service Provider shall be liable for pick up and/or delivery delays and physical loss or damage to any property of the Company, any property of Customer and any other article of property which Service Provider stores (both, storage in transit and permanent storage), transports, installs or otherwise handles at the request of the Company pursuant to this Agreement. Such liability for damage shall be reimbursed to Company at $00.60 per pound per article of the damaged goods.

 

  1. Indemnification. To  the  fullest  extent  permitted  by  law,  Service  Provider  shall  defend, indemnify, and hold harmless the Company from and against all loss, damage, expense, cost, including reasonable attorney fees, fines, actions and claims for injury to persons (including death) and for damage to property to the extent caused by (i) Service  Provider’s failure to comply with the terms of this Agreement or (ii) Service Provider’s performance of the Service hereunder.  Except as set forth herein, Service Provider’s indemnification obligations set forth in this Section shall not be limited in any way by any limitation on amount or type of damages, including any limitations set forth in Service Provider’s bill of lading, compensation benefits payable by Service Provider or anyone employed by Service Provider under workers’ compensation acts, disability benefit acts, or any other employee benefit acts, any limits on the insurance coverage of Service Provider or any insurance coverage of any Indemnified Party.

 

  1. Insurance. See attached Schedule and Terms of Required Insurance, Exhibit B.

 

  1. Miscellaneous.

 

12.1       Non-exclusivity.  This Agreement is nonexclusive, and the parties may enter into similar agreements with other parties without restriction as to number, location and application unless otherwise prohibited by this Agreement.

 

12.2     Notices.  Any notice, request, authorization, direction, or other communication under this Agreement shall be given in writing and delivered in person or by certified or first -class United States mail, properly addressed and stamped with the required postage to the intended recipient.

 

12.3     Waiver.  The failure of either party to insist upon or enforce strict conformance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of such party’s right unless made in writing and shall not constitute any subsequent waiver or relinquishment.

 

12.4     Invalid Provision.  The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

 

12.5     Cumulative Remedies.  The rights and remedies afforded to either party pursuant to any provision of this Agreement are in addition to and do not in any way limit any other rights or remedies afforded to either party by any other provision of this Agreement or by law.  All such rights and remedies are cumulative and may be exercised singularly or concurrently.

 

12.6     Successors and Assigns.  Service Provider shall not assign or subcontract any of its rights or duties hereunder without the prior written consent of the Company.

 

12.7      Counterparts; Facsimiles.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.  A facsimile signature shall be deemed an original signature for purposes of execution of this Agreement. An acknowledgement of the Agreement herein shall be deemed an original execution of the Agreement.

 

12.8     Survival.  This Section and Sections 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.

 

  1. 12. 9 Entire Agreement. This Agreement and its attachment(s) and the Service Orders set forth the entire agreement between the parties and supersede any and all prior or contemporaneous agreements of the parties with respect to the subject matter contained herein.  If there is a conflict in the terms of this Agreement and a Service Order, the terms of the Service Order shall govern. No change, amendment, or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both partie Conflicting terms of any Service Order, confirmation or bill of lading sent by Service Provider shall have no force or effect and shall be subordinate to the terms of this Agreement.

 

12.10  Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the federal laws and judicial decisions applicable to the interstate transportation of goods, to the extent applicable, and in all other respects in accordance with the laws of the Commonwealth of Pennsylvania (without regard to conflict of law principles).

 

12.11 Authority. The undersigned individual signing or acknowledging on behalf of the Service Provider represents and warrants that he/she is fully authorized to bind the Service Provider to the terms of this Agreement for and on behalf of the Service Provider and that such signature or acknowledgement creates a binding and enforceable obligation of the Service Provider to this Agreement.

 

Exhibit A

Logistics Plus Site Code of Conduct/Site Rules

As a service partner, you are representing Logistics Plus (LP) and the expectation is that you adhere to certain a code of conduct and site rules.

 

Code of conduct:

  • Please call on-site contact 30 minutes prior to arrive time to advise ETA, even if you are going to be on time.
  • Introduce yourself and provide mobile contact information if you are the crew lea
  • Never say “No” to the LP staff or LP client, the answer is “Sure, let me check with my superviso” Then check with LP for them to respond to the customer.
  • Please refrain from using foul language or inappropriate topics when on or near the site. You never know who might overhear your conversatio
  • Always inform your LP contact on site that you are taking a break, going to lunch, or leaving at the end of the shif At the end of the day confirm that all activity has been completed.
  • Don’t be idle if you have completed your task ask for another one. Time is money to everyone on site.

 

Rules:

  • Please arrive ready to work and in a clean uniform.
  • Lead installer must have copies of the move-in package and floor plans
  • All furniture to be checked for damage. After reporting damaged items to LP PM, label each item with blue (painters) tape and the LP PM will make the determination if the items in question remain on site or are sent back to the local warehouse.
  • No smoking in or near the building. (Ask the LP PM where you can take a smoke break if necessary.)
  • Keep all walkways, hallways, and other communal areas clear and free of debris at all times.
  • Place any incorrect/unwanted pieces aside (in original packaging if possible) for return to installer/LP warehouse.
  • Always clean up after yourself and crew members. Broom sweep is required.  A final walk through of the space should be conducted before leaving the job site on a given shift.

 

EXHIBIT B

SCHEDULE AND TERMS OF REQUIRED INSURANCE

During the term of this Agreement, Service Provider must provide and maintain in effect those insurance policies and minimum limits of coverage as designated below, and any other insurance required by law in any jurisdiction where Service Provider provides Services under this Agreement, through reputable and financially sound insurance companies authorized to do business in the jurisdiction where the work is to be performed, and will comply with all those requirements as stated herein. In no way do these minimum requirements limit the liability assumed elsewhere in this Agreement, including but not limited to Service Provider’s defense and indemnity obligations.

 

  1. Workers’ Compensation, Social Scheme and Employer’s Liability Insurance. Workers’ Compensation insurance shall be provided as required by any applicable law or regulation and in accordance with the provisions of the laws of the nation, state, territory, or province having jurisdiction over Service Provider’s employee If any such jurisdiction has a social scheme to provide insurance or benefits to injured workers, Service Provider must be in full compliance with the laws thereof. Employer’s Liability insurance shall be provided in amounts not less than the local currency equivalent of US $1,000,000 (One Million United States Dollars), provided that such coverage is reasonably available in the nation, state, territory, or province having jurisdiction over Service Provider’s employees. If there is an exposure of injury Service Provider’s employees under the U.S. Longshoremen’s and Harbor Workers’ Compensation Act, the Jones Act or under the laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.

 

  1. General Liability Insurance. Service Provider shall carry Commercial General Liability, Public Liability, and/or third party accident insurance, written on an occurrence (not claims-made) basis, covering all operations by or on behalf of Service Provider arising out of or connecting with this Agreement, providing coverage for bodily injury, property damage and claims by one insured against another insured, and Service Provider’s indemnity obligations for bodily injury and property damage under this Agreement, with limits of liability of not less than the local currency equivalent of US $1,000,000.00 (one million United States Dollars) for each occurrence and US $2,000,000.00 (two million United States Dollars) in the annual aggregate and either an umbrella or excess policy in the amount of US $5,000,000 (five-million United States Dollars).

 

  1. Automobile Liability Insurance. Service Provider shall carry Automobile Liability insurance, including bodily injury and property damage, for all vehicles used in the performance of Service Provider’s Services under this Agreement, including but not limited to all owned, hired (or rented) and non-owned vehicles. The limits of liability shall not be less than the local currency equivalent of US$1,000,000 (one million United States Dollars) combined single limit for each accident or whatever is required by local law or statute, whichever is higher.

 

  1. Service Provider shall maintain insurance to cover any loss or damage to the installed Goods or installation premises suffered from the time Service Provider gains care, custody, and control of the Goods to the time the Goods are installed and accepted by Company, in a sufficient amount to cover the full replacement value.

 

  1. If Subcontractor is performing installation services, Subcontractor shall maintain an installation floater in such amounts as are prudent and customary in the business in which the Subcontractor and Company are engaged, or as mutually agreed in writing by the parties (e-mail sufficient).

 

  1. If Subcontractor is performing services which require a crane service, Subcontractor shall maintain riggers liability insurance in such amounts as are prudent and customary in the business in which the Subcontractor and Company are engaged, or as mutually agreed in writing by the parties (e-mail sufficient).

 

  1. The policy(ies) required under this Agreement provide, by endorsement, that Service Provider’s insurance shall be primary insurance and that any other insurance maintained by or otherwise afforded to Company, its corporate affiliates, customers and their respective officers, directors, employees, agents, successors, and assigns shall be excess only and non-contributing. Except where prohibited by law, Service Provider and its insurers waive all rights of recovery or subrogation against Company, its corporate affiliates, and their respective officers, directors, employees, agents, successors, assigns and insurers. The Owner of the property at which the Goods are to be installed, (“Building Owner”) Logistics Plus, Inc., and its serviced customer Logistics Plus (and its subsidiaries in privity of contract with the Building Owner) shall be named as additional insureds on all such policies, except the worker’s compensation and employer’s liability policies. Information necessary for adding the above referenced parties as additional insured’s is as follows:

 

(Building Owner to be added) – Building Owner address to be added.

Logistics Plus, Inc – 1406 Peach Street Erie, Pennsylvania 16501

 

  1. Service Provider shall require all subcontractors to maintain appropriate types and limits of insurance, commensurate with the services to be performed in the jurisdictions where the services are to be performed. Company reserves the right to request copies of subcontractor certificates of insurance. Service Provider shall remain responsible for all acts or omissions of subcontractors.

 

Schedule of Services

N/A unless agreed to in writing by the Parties.