Building Maintenance Services Agreement THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Landlord] (the "Landlord") of [Address of Landlord] and [Name of Contractor] (the "Contractor") of [Address of Contractor]. WHEREAS:
(A)
Landlor Landlord d owns owns a build building ing (the (the "Bui "Buildi lding" ng")) locat located ed at [Add [Addres resss of Buil Buildin ding]; g]; and and
(B)
Landlor Landlord d wishes wishes to to retain retain the the servic services es of Cont Contrac ractor tor,, and Contr Contract actor or wishe wishess to be reta retaine ined d by Landlord, to provide certain maintenance maintenanc e services to the Building;
cov enants hereinafter set forth, NOW THEREFORE in consideration of the recitals, the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which is hereb y acknowledged, the parties hereto hereby agree as follows:
1.
Contra Contracto ctor's r's Ob Oblig ligati ations ons During the term of this Agreement, the Contractor will provide maintenance services to the Building, as more particularly described in Sched ule "A" hereto,, unless otherwise specified, necessary cleaning materials, for the Building all in acco rdance with the specifications attached and signed for identification by the Co ntractor and the Landlord, which specifications are to be read into and form part of this agreement.
2.
Payment For the services and materials mentioned, the Landlord shall pay to the Contractor during the term of this agreement the sum of $[pay to contractor] to be paid in arrears as follows: $[pay to contractor] on the last day da y of each contract month during the term plus applicable Goods and Services Tax. The expression "contract month" when used shall mean a calendar month, the first of which shall commence on the commencement date of the term of this agreement.
3.
Term The term of this agreement shall be for [term of agreement] years and shall commence of the [day] day of [month], 2[year], and end on the [final day of contract] day of [month], 2[year], subject to the right of renewal.
4.
Damages The Contractor shall be in no way responsible for any failure to perform any of the services mentioned in paragraph 1 caused by any act or neglect of the Landlord or
-2employees of the Landlord or caused by strikes, lockouts, fire, unavoidable casualties or by any other cause of any kind whatsoever beyond the control of the Contractor.
5.
Cont Contra ract ctor or's 's Empl Employ oyees ees While engaged in performance of the services all employees of the Contractor shall be uniformed, covered by public liability and property damage insurance in the amount of not less than $[minimum amount of coverage], bonded in the amount amou nt of not less than $[minimum amount of bonded employee] each eac h and covered by b y Workers' Workers' Compensation.
6.
Indemnity During the term of this agreement, and subject to the immediately following provisos, the Contractor shall indemnify and save harmless the Landlord from an d against all loss, costs, damages and expense occasioned to the Landlord by any act, omission, fault, default or negligence of the Contractor or those for whom the Contractor is in law responsible; provided, and it is expressly understood and ag reed by and between the parties that the Contractor shall be in no way responsible to the Landlord under the provisions of this paragraph unless a claim in writing is made against the Contractor within [days] days from and after the loss or damage event. The indemnity contained in this agreement shall not be prejudiced by, by, and shall survive, the termination of this agreement.
7.
Sto Storage rage Spac Space e During the term of this agreement the Landlord shall provide, free of charge, adequate, conveniently located storage space for the cleaning materials and equipment of the Contractor and shall be responsible to the Contractor for the security of such space when the Contractor's employees are not working in the building.
8.
Variati ariation on of Specif Specifica icati tions ons The parties may at any time and from time to time alter or vary the specifications and the price to be paid by the Landlord for the services to be performed, but no such change shall be binding on either party pa rty unless reduced to writing and signed by b y the party to be charged therewith.
9.
Renewal This agreement shall be automatically extended at the end of the first term for one further term of [extended term amount] years unless notice o f termination is given by either party [notice time] days prior to expiration of this agreement.
10.
Termina erminatio tion n This agreement may be terminated at any time on [notice time] days' written notice by either party to the other. other.
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11.
12. 12.
13. 13.
Arbitrat Arbitration ion and Mediatio Mediation n (a)
Despit Despitee anythi anything ng conta containe ined d in this this agre agreeme ement nt to to the the contr contrary ary,, in the event event that that a dispute or difference arises with respect to this agreement that cannot be resolved by negotiation between the parties and the parties agree that they do not wish to terminate this agreement, then in such event ev ent the parties agree to use the services of a mediator to attempt to resolve their dispute or difference and, failing agreement on the procedure to be followed, the mediation shall be conducted in accordance with the "Rules of Procedure for the Conduct of Mediations" of the Arbitration and Mediation Institute of Ontario.
(b)
In the event event that that medi mediati ation on does does not result result in a resolu resolutio tion n of the disput disputee or difference and the parties agree that they do not wish to terminate this agreement, then in such event any unresolved issue may be taken to any other appropriate dispute resolution process agreed to by the parties, including arbitration or an appropriate court process. Should arbitration be agreed a greed upon, the arbitration will be conducted in accordance with the "Rules of Procedure for the Conduct of Arbitrations" of the Arbitration and Mediation Institute of Ontario.
Noti Notice ces s (a)
All notice noticess requi required red by this this agre agreeme ement nt shall shall be in writin writing g and and shal shalll be be sent sent by facsimile transmission, or delivered in person or by prepaid courier or mailed by certified or registered mail, return receipt requested, with postage prepaid. Notice to the Contractor shall be addressed to [address of contractor]. Notices to the Landlord shall be addressed to [address of landlord].
(b)
All notice noticess so so sent sent shall shall be be deeme deemed d to have been receiv received ed by the recipi recipient ent on the the date the facsimile transmission was sent, or on the da te of delivery or on the second business day following the mailing thereof. The abov e address of either the Contractor or the Landlord may be changed by giving to the other party written notice of the new address.
(c)
If post postal al serv service ice is is inter interrup rupted, ted, or thre threate atened ned to to be interr interrupt upted, ed, or or is substa substanti ntiall ally y delayed, any notice shall only be sent by facsimile transmission or delivered by courier.
Head Headin ings gs The headings in this agreement are for convenience only and shall not in any way limit or be deemed to construe or interpret the terms and provisions of this agreement.
14.
Time Time of the Essenc Essence e Time is of the essence of this agreement and of all provisions of it.
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15.
Govern Governing ing Law This agreement shall be construed and enforced in accordance with the laws of the state of [state or province].
16.
Entire Entire Agree Agreemen mentt This agreement embodies the entire agreement of the parties with regard to the matters herein, and no other agreement shall be deemed to exist except as entered into in writing by both parties to this agreement.
17. 17.
Assi Assign gnme ment nt The Contractor shall not assign this agreement or any part of it and may not employ e mploy or retain anyone as a subcontractor or otherwise, to perform any part of its obligations under this agreement without the prior written consent of the Landlord, which consent may be unreasonably withheld. The Landlord shall have the right, at its election, to assign this agreement to any person, firm or corporation.
18. 18.
Enur Enurem emen entt This agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, successors and assigns.
19.
Partial Partial Severabil Severability ity If any part of this agreement is held or o r rendered invalid or illegal, the remainder of this agreement continues to apply. apply.
IN WITNESS WHEREOF the parties have affixed their respective corporate seals, attested by the hands of their respective officers duly authorized in that beha lf on the date first written above.
Agreement on the date first written IN WITNESS WHEREOF the parties have executed this Agreement above.
[NAME OF CONTRACTOR]
[NAME OF LANDLORD]
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Schedule "A" Description of Maintenance Services [Insert List of Maintenance Services]
