HomeMy WebLinkAboutWPO201300079 Agreements 2019-08-19 (2)A, roe wt�
SERVICE CONTRACT
This Service Contract (this "Agreement") dated as of February 23__, 2018, is by and between
5'r` Streel Slation Ventures, LLC ("'Owner"), LIX ("'Manager") alld
Stevens Maintenance, Inc. ("Contractor").
BACKGROLM) STATEMENT
Owiler closires to ellgag e the SarviCUS uf'C'UntMCtOr 1S 811 indepC`IICICIIt GOntl'aCLUr' i() 1)1'oV!Jdu c:crinin
SCI'viCCS spcciiiGCl fiercitl for that certain proporLy (the -Property") moiled by or to be owned by Owner rand
located at 144) a"tl' Street Station Parkway, Charlutte-gyille, VA 51t' 6met Staliunyentures,L.l_LCC
and commonly known as " 511, Street ,Station ", and C mitrautur is willing to provide the services and
acknowledges it has fully react and agrous to comply with fill 17r0visi01lS of this Agreement. Foundry
Commercial. LLC-' (`•Oiviier's Agent") will act as Owner'S tloenl with l'esf]ecL to the 1-YOI)eAy and this
Agreement.
STAT IVIHM O A(iltt;'t MEXI
NOW. TFlF'tfiFOR1.i, lbr good and valuable; consideration, the receipt and sul'liciency of which
are herchy acknowledged, flit parties hereem agree as Rillows;
-Services to be Performed.
(a) Contractor aw-us to provide rile services specified on E'xliibit A
attached hereto and incorporated herein by ref�rerice (the "Services") to tho Property on a daily,
weekly, niolithly or tanitual basis in accordance with the budgeLed lies (the "Budget") alul scl)edLtle
and in the manner provided in Exhibit A. Contractor shrill not provide any services that are not
described in Exhibit A vvithnt.d the express written oomsent of Omer as provided in ,Section 7(j)
below. In the event of an_v conflict hetween the provisions of this Agreement and Exhibit A. the
provisions of this Agreement shall control. Ili addition, the terms of Exhibit A may suI)pie:nle IL
this Agreement only to the exLePt Thal such terms address the scope aj' Survic:es to be provided inld
tile_ fees due is olltractor upon pLrlta-n)MICC 01'010sc SerVICtrS. other Supplenl 111111 terms daalnig: with
other limiters are hereby expressly rgjecled and shrill not he made: a part of this Agroonlem.
Contractor will perlurm the Services ir- an cfficienl, competent and workmanlike mamm- to thu
atislaeLion offfie Owner. in complimice with all legill rccluircrllents, consistent with (he operation
of'the Property as a first-class property and with tilt; level ol'skill, knowledge and,judgment ruluired
or reasonably expect :d of providers of comparable services Im sinaihir tacilitios in the United
States. Contractor shall not cause any unsal'c COrtdition to exist on the Property fit Uny time.
Contractor's work shall not infringe any intellectual property rights of illy I)crson. "I'inlu is ul'the
eSsence in Lhc t)efi�ol•mance of S0rviucs under this Agrez"Melll. Any add'tional .services (if ncecie(i)
fire ambori ed only w-1wil work is authorized in a writing signed by Owner prior to starting; filly
Such additionai service. Owner may reduce the scope of Contractor's work ai any tinge, or natty
suspend Contractor's work at ally time, and shall be entitled to at) appropriate reduction ill
Con CCHi1pf;IUSatiOil LIpOII any Such reduction ur Suspension. Contractor slial I cooperate and
participate in joint lilectiligs iC'Otal lilnC to tulle with OLhel- Vendors providing services or goods to
[honey at the ProperLy.
(b) Ell IP�lovlc=5. ['olltractor shall Supply all adoyuate numberofemployces who have
been trained and are competent to perlball [lie Service". Tile personnel provided shall he s ipurvised
ilrid direetcd by a tot'enlan, who ~hall be trained and duly Cluuligiect to act in SLICK Capacity. It is the
sole respoii,ibility oftlw Contractor to provide: and maintain Lill cotilinuing; education necessary [or
each employee to perlULrnl Services on COnn-11CLor'3 hehalr hereunder. Personnel iiirilkl)ud by
Contractor pursuant to this Agreement are and shall remain einployees of, Contractor and of no
other person or entity. Contractor shall have the exclusive right (i) to direct and control the
personnel, iilClLLLhna their mark hours, and their work methods and tasks; (ii) to esiublish the
compensation and benefits payable to the personnel; (iii) to discipline and terminate the
eniploymoill by Contractor of the pcu-sonnel; (iv) to replace the persomiel with other individuals;
and (V) to reward" pronlolc. reassign "Ind evalunie the pt;lsonnel.
(c) Materials. Any and all supplicti, equipnicnt, uniforms ancilornlaterials whatsoever,
Which may be nuce;ssary Lo perli)rin the Services shall be furnished by Contractor at nu additional
cost or charge fo Owmx. All such material and supplies shrill bt: Jim and first duality only, All
rrlateririls, ideas, plalls and whor nlalerinl accluirod nr developed by Contractor under this
Agreement shall be the exCIL(srvc property oi' (wrier whether ur not Lhe Services he+re.undcr art,
compieted and shrill bedelivered to Owner upon receipt by C'on iiham ol'all compensation due..
(d) CUuM)liaiice__wiLli „I t} s. ContAlClOr s11a11 C0111p1)' with all] laws. SU1tLLtC.S.
ordimincos. building uodcs, 1-uli s rind regulations tired cltllel' gov+rrnlnelittll require.ntc:rlts in Ille
perJim'Lnanee of its obligations under this Agreement, including ali laws applicable to the
employment by Contractor of its personnel. Contractor shall ohlairl and maintain all permits.
licenses, and certificates rcgLlirecl liir its operations, including :lie pmli)rnnance of its obligations
antler this Agreement, stud upon recILICSt by Owner, Contractor shrill provide copies thei-C-ol, to
Owner.
(e) �L(11- P[htilcC With Property RUIe-s. Contractor shall uomply with any and all iuf,:s
Mid re"Llltation5 which may be issued or promulgated by Owner with regard in the Property. Ovvncr
shall provide rights slfeno-y to the Property, permits and pe:rnlission to use the Property as May be
necessary for the performance the 5ei-VICeS.
?. ('ompen4ation. and I unt, unless otherwise specified in Exhibit A, in cnirsiLICRLticilt oi'
the Servicos performed by Contractor hereunder, Owner shall compensate: Contractor' as atipu141Q0 in the
IlLdg;�t, which shad identily the Fees cxpucted to lie incurred fiir Caeh Service to be provided. Contractol
sh.al! notify Owner when Seventy-1 iv portent (75%) and ltinety percent (90%) oi'alny Budget fclr a J7cu'licular'
Service has been expended. lr('untralctar antic ipates fxc efding tiny l3Udgc1, it shall norily Ow•lirr in writing
and reyuesf a Illodiiicalion of Exhlblt A in acL:(n-claim! widi [lie ierals ol'Section 7(j). Contractor shaft not
provide Services for which the; Fees will exceed the amounts set lbrill ti)r such Services in the Budget 1.1111f,S5
sJ,eeifieally authorized in a modified Budget approved in wt'ttrng by Owner, Owner shall not be ohli w ed
to incruase a i Ud&'01. raid Contractor shall not be obf iguted to peribru) any Services tin• which the tees will
exceed the amounts Set I,orth lur Such SUNIUCS in the RLldg,ut (unless ('olLlraclor fins ar+reed W a " 1ei11tp stint'.
as its Budget. in which event Contractor shall be obligated to cwnpJute the SCI'ViCCS for the lump suns
amount), Contractor shall submit invoices Monthly to Omiff, ixccpt fhalt Sel'ViCCS haVing a lump Alin
budges shall be billed upon the completion of the Services, Owner shall pity the amounts spce ficd in Oath.
invoice to Contractor within thirty (30) days orthe date Owner receives the invoice, Upon Owner's request,
Contractor shall provide reationable lvritlen subStalltialion. of' [lie Chilrgos set Coah oil each invoice.
Notwithstanding any conflicting provisions its Exhibit A, it Chvner disf)LlteS tiny antoullt due: unCfer ally
invoice. Owtler may, tinily Contractor of such dispute in writing within thirty (30) calendar drays atte),
Orviler's receipt of' the invoice. Contractor shall not be: entitled to tf nninato this Agrocri r it pul'SLiant. to
Section 3, below, based on Owner's nonpayment of di.Sptltud alrlt)liI1LS until SUCK dispute is resulved in
accordance with the terms orthis Agreement, Owner shall timely pay the undisputed portion oi'the invoice
in accordance with the terms otthis Agreement.
3. Term and Termination.
(a) Terlli. The I el-111 ("'Perot") of this Agreement shall commence on I"g11Yust ' 11)
2111k and e:ontinue until Fthruxu-v I8.20119 (tile. "Initial Term") and ti-om yeat to year tllerealte:-.
NotwWlstcrlldil1g the filr'egoing. this Ag'rGt:merlt nliiv he canceled at the election of owner. of mive
immediately upon the notice from Ovvrrcr to Contractor, or upon (30) dayS written notiCe OF
Carlcellaliou ti-ort) CAntraeaor to Ownc.-r Krrovided that Comraclor has completed the; perillrmane,, of
the Services 1lureinafler descrihcd.
(b) I er11 ination f'or (�jL1Se.. This Al ree:nll:llt may be terininated lily cause ill any tinge
by any party upon one ([ a days' prior written notice:, pruvicled, hmvever, that iFContractor elects
lu LCrntitiaLe lhiti Agret:jnent its a result ol' OffilCr'S liflklre Lo ilily SUnis title COW11ICIOC hCret.i lde'.r,
Lhvner shall have: the right to reinstate this Agrecmcm by curing_, such default within lured (s)
hLISinC55 Clays Of itS reoeipt of (,L)lrlraelor'S lel'lllinatiorl n(ltice. l-or hurpoSes ol'this paragraph, a
party ,hall be deemed to have. "cause"' to terminate this Agl•eoilient i f tiny one of the rollowins, shall
occur: (i) the other party shrill breach its (material obligations 1101-eunder Or urldr.r any otJler
agreement belweerl the parties, or (ii) Lite other party Shrill file a voluntary petition in hankruptey
or Shalt have all involumary petition in bankruptcy filed against it. In addition, Owner may
tcrminatt this Agreement ror cause upon any change (if control of C'otaractor.
(c:? I' riniaatiatl_ivitlwul 'au.W. This AgreeinerlL Illay be: termllialeld wrth001 CUiSe Eli
ally tittle by ()wllu- ulion ten (10) days prior written notice,
(cl} 1`,&cts of fcrnrination. Upoa terminatim (with or wilhuut CMISC), all LIMICcrrted
rights, ClUties and obligations ofthe ptlrtles shall terminate as of 610 lentlinalion date specified in
the notice. and C ontl'aetol- Shrill rotnove idly and all of its equipment and other property 11'om the
Property and shall thereaflur have no luhire right to enter upon the Property without the prior written
perlllissin11 orowlier. C:ollinictor will be paid t r its Scrvimi Lip to the dale of terininatiotl, subject
to all rights of setoff: All remedies available la each party filr breach of this Agreement arc;
cumulative find may be uxe:rcised concurrently Or separately, and the exereise of nny ono remedy
(inchidingtermill alit) li)sliall nol hedeeined Lill UICCtion all'SUClt relnetlyto the t XClusinn oftheathur
ref rled ics.
111i01-B lltioll_4lid Confidentiality.
(11) Illt'Gr't11"I'tjon. Uptnl i1Le reasontrhlu request of Contructor, Owner Shall iilrnish any
and all information (including without liniitalion reports, plans, tirawings, surveys, deods aild title
reports] under its control rwgtu•eling the; Property that is reasonehiy 11C'CCSS4rV 101 the provision err'
ServicCS LIUK1 1' this At! voment. C'ontraCtor MAY rely upon the 11ccurE1Cy and cumpletenes5 of tlw
information furnished by Owim' ptli'° ULI)t 10 IhiS SeCUOU 4 L111JOSS Contractor kitows or has reason
to know that SLlC11 intS11'inati011 IS lllaCCLlrale of i11l10111plete. Unless othcovise provided in Exhibit
A, any information produced or prepared by Contractor pursuant to this Agreement shall (i) be
made avai[able to Owner at no charge to OwnUI-during the tvrin of this Agreument, and (ii) beCulile
the sole property of Owner- upon 111E completion of the Services or eat -tier ll:rmination of' this
Agreement and the paylllent nfalI undisputed fees clue 1'nn1111d0r. Owner shall retain all common
faw, statutory and other reserved r'LI_",htS, t11C11111ilIg copyr'ir-,h(s, to Such illfol-illation.
(b) l.`oltfiLlaltliality. Contractor shall treat all proprietary and confidential information
received From Owner in confidence MICt agues nat to u e or discloso such information (inehldim
wlthOLlt limitation the forms of this Agiverllent and all information. data, dOCLrtl VIAS and 111C Iiko
oblarned from Owner or ge Berated as it result of pe1'lorming Services) to any Other persons, except
Pine i
as may bu 1•casoriably necessary in callnictiorl with the Services to bo r)RMdetl pul•Suant to this
Agreement or except to the extent (i) such illforination is or becon,les pualiCly aWfllahk: or
obtainable from intiepolident. null-conficlential sources and not in broach of C'ontraclor'S
obligations hereulder ol. any third per,,ora';. c:.wliderltiality obligations alved ils Owner, (ii) Such
information is required to be disclosed by law or by tover•nrnental authorities having.juriscliction
over SLWc i disclosing party. (iii) such information +ws known by (.'ontl'Llctor prior to tiny disclusur'e
by Owner, or ("iv) disclosure is necessary tin• a party to illl'orce any or oll of its rights under this
Agreement. This paragraph dial! Su}'vive the termination ul'this Agreement,
5. Incleiltrlifivatioll.'1'o the 11111CSt extent permitted by law, ContraCLtJi'shkdl liidelill]Ill', dcli:nd
(with coamsel acceptabc to the Indonlnihed Parties) and hold harrnhc." ONvller Land its partner:s,
Stockholdem directors, of icorS, Illalla .el'S, IRLSWCS. UlllplUyeeS. agent . affiliates, stI cv,5.s1rs and rise.',
(as Nvelf as the owners. rllanlrgers, employees and agent of Owner's Agent) (each an "Indelnni ied Isarty'")
fi'onl Loki against lily and all claims. actions. suits, proceedings, fosses, Costs ;And expenses. inchidinp
rekisollable attorneys' fees and court costs, incurred by al' otherwise WSSOrte d agtlillsl ally fail mnilicd Party
to the extent al'isinti out ofor I'csulting fi'olil any ofdhe fbllowing with respect to Contractor and its directors,
officors- partners, stocklullders, employees. and agents: (a) tiny breach by C'ontratctor ol'this Agreement; or
(b) lolly n4LilL1,C31iCe, ITaIL1Ll, mallo'tismicc, bretich ol'fIdLlClaly' linty of willful, reckless of criminal nliscolldtict.
Conti'a1CLor shall nobly Lind Fal'waird notice to Owner of every demand, notice, silrilmolls or ot11or process
With respect to Lilly claim or legaf proceeding withill the Purview lwrcol' within tell ( 10) days of lVCefpt
thereof: The Indemnified Parties shall Rave tile: right, tit their option kuid expense, to pLlrtiCipate in Sueh
defiense without refieving Contractor of ils obligations hereunder. This SeetiOil a" Shall SLn•vrve the
lertnination ofthis Agreement
6, Insurance.
(a) l�aytxilcmeni4. Contractor sliall obtain and maimaut insurance lbr rile coverage
and anlotlnts of coverage not Ie,Ss llian those- sett ibrth in Exhibit[] a llached hereto and incorporated
herein by reremice and shall proviide to 01IIer, before Serviee.i. are provided eider Ihis Agre e-nlelit
and amILid] Iy Ihereetffe[', Certitled copies of ill surance IJoliCieS issued b:v or on bell alfof'insurance
cnnlpalnies satistiactory to the Owner, adillittecl to do bushiesS in the state in which the Services are
to be perflurnied, and holding a currelit Best's rating or li•l b or better, to eviilence such Coverage,
Such certificates shall explicitly conlirm the existence of any deductible or retention, or self
insurance, and ifalny Such retention al• deductible exceeds 5100.000, Contractor hereby warrants,
lepl'esents and coveliants to Oivner that its langihle net worth is aultl will t-ell lai11 in Oxccss of $t
nlillinrl and hereby tigree:s to provide, at tile. rccpllest of C)wrler, c.puarIkMy financial stale.111cilts and
anllnal auditeif financial. statuments c;onfii•ming, Such warranty and represontaliou. All policies of
insuraiwe shall be endorsvd to provide that there shall be no canccllation. nanr, newall or matl:rial
rcduetiorl ol'sucfl coverage without thirty (0) days prior writwil notice: to Owner. Upoll ally failure
Iry Contractor to Comply with the. provisiotls of Ellis Sectlioll 6, Owner play, at its optioll by written
notice to Contractor, (i) suspend this Agreet ent unlit there is a full coinpliairice t-•ith this pu1-at rapli,
or (ii) if'Contractor fitils to ILlrnish a ecrtif►cate of insuranr:e Withill Len (10) days after Owner's
notice. contract liar such iltAll-a lice all CotltraCLol' s expense, lJl'C}V'CII a that t.)44'ill'1' Shall have nu
obliuLtion to obtain and maliumin silob insurnilee amounts and covurago,
(b) SCiletkllc Df` ltl;::lit.11l� . Contractor's illsurclnCe rr ClLlirenienN are as; !'chows, it
being understood and agrmd that the existence of Lilly deductible or retention shall not relieve
Contractor nl'the responsibility to maintain the coverage, limas tmd terms speciliecl:
Yaeu 4
II1Sufallcl Specified ill 1';1:;'!'l t li nitached hereto kind incorpora!ed herein by
f`('lltae�k :-1:ar1 iiiitlal r,at�: f?no! chL!J�,i.lujwi iitiliudcfl, t";%0c 4 li,nil e.fjIpII;1
irarcie A
]nitial frtitial Grade B insurance requirements specified Ill Exhibit B
Grade C' insurance recguiremellts specified in Exhibit 13
With respect to all general fiability. autornobile liahility and umbrella liability policies, such policies shall
be primary to any coverage maintained by Owner or Owner's Agent, and such policies .shall he endoa•,sed
to name Owner or Owner's Agent as additional insureds. All insurance: policies required tinder this 5ecti0ll
G shall be Q11dUl-Sed to waive all rights orsubrogation against Owner and Owner's Agent. Contractor shall
provide certified copies or insurance policies and endorse1mnS from time to time as requested by Ownr
to conliru] compliance with this Section 6.
Miscellaneous.
(a} New 4asi�r atrnt._ur Subc0lltrHCtiljg. C'orltraetor alas not assign, dclegate or
subcontract any of its obligatiOt1S Under this Ag;reemout withom the prior veriaon cow em (!1' men
Any such assignment, delegation ur subcontrautirlg SO uuthoriied by (hurler in writing; sllalf not
relieve Contractor OI' its UblrgaliUrlS hereunder. and ('unU'actcrr sltarll remain gully responsible
therel-ore. Owner may, at any tinge, tissign this Ag;recnit.nl without the ccrnsenl oCC'unlractur.
(b) Notices. All 1100cc5 re;cguf -Od or contemplated hereby shall be in writing, mid shall
he deemed to have been given, One business day alter bring sent by overnight air service or three
business days alter being deposited in the United States nind, certified or registered and postage
prepaid, and addressed its follows:
Contractor: Ct `� ��1�lr.►� � �i $�1Ct=-} Ific"
60
l 1, Lc rt_. a tN W. Z-
Owner; 5"' Street Station Ventures, LLC
C/o foundry Commercial, mercial, LLC
121 W. Trade St., Ste. 2500
C harfottu, NC 28202
The adch'ess (t) which any ao6ce may, be sent may be changed by written lrotioe by a party
as above provided.
M No .loins YgLititrg.. This Agreement shall not be construed in tiny way to create a
partnership or joint venlure between the palrtim The sole relationship of Contractor to Owner is as
an independent contractor. In no event and/or tinder no cireurnstanceti ~hall Contractor in the
performance Of its e:ctntractuatl obligations hereunder be deemed or uousidered to be acting as a
servant, agent or employce ol' Owner. Contractor agrees that it is solely responsible ror all
payments due or to become due to all its employees, or materials suppliers, including the
Withholding Ul approprlale tk e's and the compliance with any anrd all workers' compensation laws
or similar employer obligations with respect to its employees.
[rage 5
{.d) No_,Ilalritt°cIuuti ' �a sr:cgs. WithaLlt (14i nc t'S prim written c unseat, C'antrnct(r'
lnay 1) 0 1 { l j use:, 1101, Ca Me or 1101-utit the escape, disposal, ur release o1, auly haz%rdous sLibstalICes
(as defined below) in or on the Property: ur (2) brin& or permit any Other petson or party to bring
or release any halal'(dOLIS Substances into or on tic- Property, As list-' herein, the term "hazardous
`3Llbrtt1114'L'" Ill(:Fl1fy a1]v SLlhtita111Ct` illy �n[llel'lall L]lEr?llll a11v One or. In0I.e of the FOII(]l1']11P Cl'ltel'la' (I)
it is Or contains a substance designated as a lia'/.ar'dOLIS walstc, hazal'dOLIS substance. halarcluuN
Inateritll, pollutant, cnrltmninate or toxic ,subsmice Lender any federnl, state or Iocnl envirmimenull
lacy or regulUd011: (H) it is toxic, reactive.. corruSivc, iguilablc, illl'eWULIs of otherMSC hazardous:
or (iii) it is or contains, without fimitillg the fol'egoillg7 petroICLIIIl 1lyClrac41-bolrs. Whether or not
Owner ConSelltS TO the use: of any Ilalalt-ious substance. by Contractor, Contmutor shalt inclenlnifl,
dctend uad hold Owner, Owncr`s Agent and [hc other Iudenmiliied Parties from tend against any
damages, liability, liens, lies, costs, Jos"CS, Grwslrits or administrative procemlings (including
reasonable: attul•IIeyS' 1'eeS incurred ill clol'euclillg), and specifwaily including dw costs of ally
reinediation or clean-up, a d-Sirlg in ,lily W:ly nut of'the NIcase or' use by CL)IANC[Ol'. i[s Clllployces,
subcontractors or agents orauy hunrdkills mbsmllu in or on the Property. This paragraph Shull
survive flie lermimition ill'th'ts Agreement.
if, during, ahc tvraL or this Agreement. Contractor becomes aware of the existence of
hazardous subsuinc .s at. Ill, Coll of Lender the PCLlperty_ Contractor shall illlnIedialte'ly r]otlh' Owner
of'the condition, both orally and in writing. (caner shall exclusfvrs y detennin,: the further auurtic
of action with respect fa such hazardous condition. C:onf1'actor rlhall oat SLlperviSe or oversc;c any
work involving re inediallol] of all)' hnlill-CIOLIa ()I• Ilotential1%, hi nrdous wllstes ur cunditionS u111CSS
Specifically hired by ()caner to do So pursuant to a ss IlartLtc agreement heiween Owner and
Contractor.
(t) Ncl Alcyliul_ ur Drug- jjsg.
(i) Neither Contractor nor its employers, algerlis, or suhcontj> o ors ilia
herlbrlll any Service. R11.Ow11e1- while [rndCrthe influence ofa ny alcoholic heverage. illegal
chug, or mind -altering substance (except arty n1i dicallly-prescribed drug that cd0oS 1101,affect
the user's ability to porforlu safely and efficiently). C:'outracturatld its cmployces, agents.
and Subcontractw•s Shrill 1101 possess, distribute, oll'er Eilr Sale. ul- sell auv a lcoholiu
beverage, illogal drug, mind -altering substance (except that medically -prescribed clriigs
may be possessed for uses otherwise consistent with this provision). ar drug par'aphel'nalia
oil they Property nt ally Lime (except as specilically perulittcX.] by Owner in flit., Case of
alcoholic NCverages) of dLlrlllg any Period ill Which SUCK person is perrorlrling Sel'viCCS
uudCl-this Agreement.
(d) C:outraclor warrants that it hats adopted, or Awl) pronilidy adopt as seen as
commercial practicable following its c ti4cutioll of this Agreement, a policy to assure that
its workfurce (frlcludirlg Subcorrtratctors) under this Agrcemont iS (h-ug and alcol]cll-fret:,
SLlcll puliey shall be consistent with all laws applicable to Contractor in tltciurisdiction(s)
in which it perlbrnls services under this Agreement. Contractor iilrther lvLirrams that It will
ulke all seeps necessary to en lbi-cesuch policy lie CIItiLLI'Q al d1'LLg- mid alcohol -Free workf rce
cou5istellt Willi the provisions oCapplicable lEm.
(iii) Contractor Shall remove, or shall cause: to be removed, any employee,
agent, Subcontractor (which shatl include, rnr ptu'pOSes of this provision, ally employee.
Ugeal. L)1- Stlb(0)M e1CtOl' orallly SLSbI;Oil lraCIOI-) Train ped'01-Lehi W01'k 0111110 PI'Operty at any
time: (I) that Contractor hats reasonable cause to suspect such party of violating the
provisions of tells Seulion, of (2) that Owner coil municilt s to Contractor its conchNiOn
Puke 6
that Such cmise exists. Any perion removed treader this paragraph sh al; be per•nlitted to
retllrrl to work only upon certilwalion to Owner by C 011ti-aC(Or [prat SUCK pel'.SUn MIS ill
compliance with this Agreement al the; time ofrenlovnI based on the retiolts ohtrsting Pcir
alcohol and drugs condtrCtCd in accordance with the laws of t!)c jcirisdictiun in which the
Property is located, (MILss contrary it) governing law. no Contractor or onployce, agent.
ter si6contraclor who refuses to take a drug or alcohol test Carned for ulldlar this paragrapll,
or whose icst reveals it violation of !his proviSic+,), shall he permitted to perform ftit•tiltsr
Services it the Property.
(iv) Offiler Intly SCRI'Ch ally 13oSSfSSS,ons or vChicles of "Otitractor or tiny of its
employees, agents, or subeontr-actors that are on the Property upon reasonable cause to
suspect that such pussesSiunS ter vehicles col,train either ilems prohibitvtl LJJldCr this' St%tion
or lrvidcneL o['tr violktiOli of this Section. Ally person who rc this" to 1)Urn)it Such a seku'clr
Shall be removed from the Property and denied permission to raTtn'rl. C'011t'1'8Ct0l' shall
replace any employee, agent, Or SUI)COntr'aCtOr removed l't't)m the Property tender this
provision so its to elf ct the liniely and complete perlbrnlxnce of its work under this
Agrecine nt.
(v) t'tlnlrtu;tur and all oi' its Lrl)ployeeS, agO111S. anti StlbColltraCtor:; ~hall
comply with all applicable Icderal, state_ and IOCal IMvs ill their conduct pursuant to this
Section, turd ,!lathing ill tiliS pUhf:y Shall be Collsirlied to iltlposo any f.)Nigkllion Contrary of
governilla late.
Iv0 Ownertihall havefhe right. but not the obligation, to pci-lbrill untulnourloecl
reviews ol'thc: alcohol raid dr'tlg policy titalcmOIAS rued procedures al'C On1J'4Ctur.
(vii) Nothing in this Agreement shall create any obligation on the part ol'Owner
to determine or to ensure that Contractor or its employeLS, agents, of subcontractors: (1 }
are in compliance wilh applicable laws regarding an alcohol- or drug-frec workforce or
workplace, (2) are in compliancL with applicable laws mgarding any alcohol of chug; pl)lie�
statements or procedures; ar (3) are is compliance with laws al)i:uting c1lkployee or public
health or saki , of with other provisions ol'civil or cl'lllllllial law, all ol'which obligd011s'
Shall mit)ain solely with Contractor.
(t} fiil-ldipu f;tf_LLt. This Agreeinelt Shktll be bindiltg npoll. inure to the benL'tlt oT arld
be cnForeeable by ouch oI thu par•lies hereto and then' respoctrvC ki+belllS (InClUding wttht)[It Im)itatltln
(as to Owner) Owner's Agent), successors and permitted assigns.
(9) -1�Illr[I E kAY f3. Owner's Agent, ti North Carolina limited liability
compally, is [ruling as Owner's agent will, respect to this Agreement, and in such capticity, Shull
exercise its authority, as and wl)el) it [Keens appropritlte ill accurciance: with its aslaucy relationship
t+,11th Owner, to give consents and make requests oil Owl' eels behalf hereolldel'. Owner's Agent,
together with its owners, managers and employees, are express third party beuoliciarics of the
provisions of this Agreement defining the rights of the Owner and the obligation owed by the
Contractor to the Owner, and all reverences hmin to the rights of the Owner and the obligations
owed by the Contractor to the t. mlei' Shklli be deCnled 10 rnCltldk; SUCK third party 6e nLl is ietries. The
Indemnified Parties, as set firth in Section 5, are also express third pr rty beneliciarios of this
Agreement.
(11) C"t3 lS: ttarta. `!'Iris Agreement may be executed in two or more couutel -Parts.
wllich when Assembled ;hall mistitute one and the same: agreement.
I1,iw 7
(J) l.ull"t 1 'i)i tl �/�ad )1&i NotWilhstitrrdin,g any provision of this Agreement to the
contrary, colrtn�luor Shall no[, without prior approval by Owner: (it) convey or otherwise; tral)46—
or .hedge Or esli;ulllbcr (any property or other Asset of Owner; (b) retain attorneys oil behalf oC
Ow11L:r: (C) iustitlrlc or dOf6ld Iaw5L14S ar Other lUgal fil-OCCa(lings oil hi half'urChvner; (d) ullier into
any dealings concerning the Property or with tenants ofspace ill the Properly f'Or C..0mvilctor's own
accoLult.' (e) pledgO the credit of ()wncr; (1) borrow nlc)ney or execute any promissory note or other'
obligation or mortgago, s: curity agree;metit Or otll�!r CI)CLInibra1nce ill file minic of or' oil bell2ilf of
Owner; or (g.) execute ally Contracts For construction, remodeling, rehabilitation, landscaping Of.
other work to be done on the Property.
U) Mvir6 r'_zr i-a }fvtlifiirs3lis ��, This Atr'cellient and the exhihits hereto contain (he:
entire agreement between the parties with respect to the provision by Contractor of Sol vi(:es to the
Property, and supersedes any prior oral or written agreements between the parties re latin .,. to those
planters. This Agreement may be mnditied only by ai writicn instrument signet. by both parties;
provided, however. that the Iml-ties may rnodif Exhibit A by a written inA-ument (including by
electronie nlaiil) in which Owner expressly alitilorizes such modification and that evidenues the
Conscntof' both parties.
(k) Wsiii•( IS• Aily Of the CO!'!n4 Or (:O]ldlt10115 O1' LIS1S A��I'BCnlelll may be systived at any
Lillie by any party entitled to the benefit thereof, provided[ that such party has signed n written police
specifically waiving such terms and conditions. The waiver of any term or condition shall he
strictly construed according to the terns ofthe written notice. and shaft iiot be construed as a v` giver
of'any other term or conditimi of this A rccment.
(l} Ciov•'t ingl.rtw: ititi:.fii ►i�r( Wituo. ']'his Agmenlent shalf be governed by the
internal laws and judicial dCCISi(lllS. Of [he jLli'IBdlCl!Oil 11'h(:re the Pro}letsy iS IOCaIC(l, without giving
C11'ec, to the Conflict elf' laws principles thereof, 11' any party commences ai lawsuit or other
proceeding I'e.ating to or arising Jrom this AgrcenlcilL, the parties hereto agree that state and Jcdcral
COMIS elf the juri4(iicfiorj in which the Property is located shall N1W the sold; rend exclusive
,jurisdiction over any such proceeding. The parties hereto consent to and agree to submit to the
.jurisdiction of any of the courts :speciticd herein and agree to accept service of procass' to Vest
I)e[Wntf jurisdiction over 11wnl ill any ofthcse courts..
(m) Jur. 'I riall Waiver. `1'O TI IE FUl..LF.ST EXT1-NJ' ITRMi` -IT' BY I.,AW. f;AC'I1
OF PARTif:S WAIVES TRIA1, 13Y JURY.
(nI Disi7itt Resttluti011, In the event that any dispute or controversy arises between
the parties out, of or reLlting to this Agreement (other than a failure 11) comply with this paragraph
or to enforce any rights under this paragraph) (a "Dispute"'), a party shall notity the other party in
writing or the existence of the Dispute, and the parties shall meet and negotiate in good faith to
attempt to t'eSO[Ve the Milliel'. WSLich effbris do not resolve the Dispute, upon demand of ally party,
whether made befi)re or alter the instit1.01011 Of any j udicial proceeding, the Dispufe shaf I be resolved
by binding arbitration as provided in tllis paragraph. Institution ol'a judicial proceeding by a party
does not waive the right of that party to demand arbitration hercnnder. DjSj)LltcS lllay include,
without linlhatioll, turl claims, counterclaims. claims hrought as class actions, chin), arising Iroln
documents executed in the 1111LI e, or claims arising nut of ur connea[ecl with the tl•arlsac[iolr,s
contemplated by this Agreelnent. Owner and Contractor shall each appoint im arbitrator ol'choice
from a list of arbitrators recognized by the American Arbitration Association. The appoillted
arbitrators shall appoint at third. arbitrator front the lisi, Mid the three arbitralor:s shrill heap' the panties
and settle the 1)tspLite. The proceedings shall be. conducted Linder and governed by the Commercial
Rules of the Anwriean Arbitration Association. us ill efflect fl'otll time to time. All arbitration
l'abe 8
hearings shall be conducted in the state in which [lie Property is located. All applicable :statutes of
limitation shall apply to any Dispute. The arbitrators shall have no power to award punitive or
exemplary damages or to ignore or vary the terms of this Agreement, and they shall be bound to
apply controlling law. The parties who prevail un entry ol'the awvayd ofjudgillenl shall be entitled
to their costs and expenses, including reasonable attorney's fees inuirred in connection therewith.
A judginerlt upon the award may be entered in any count having jurisdiction. Notwithstanding
anything to the contrary contained in this paragraph, the parties preserve, without diminution,
Certain relTiedies that any of thorn may employ or exercise freely, either alone, ill C011jUricti011 With,
or during a Dispute as set forth ill the next sentence. The parties hereto have the right to proceed
in ally court of proper jurisdiction or by self=help to exercise or prosecute the following remedies,
as applicable: (i) all rights ofself=help including peaceful occupation of real property and collection
of rents, set off and peaceful possession of'personal property; (ii) obtaining provisional ill- ancillary
remedies inCluding injunctive relief; garnishment, attachment, appointment of a receiver and filing
an involuntary bankruptcy proceeding; and (iii) when applicable, a judgment by confession of
judgment. Presetvatisan of these remedies does not limit the power of an arbitrator to grant similar
remedies that may he rCgUCStcd by a party in it Dispute.
(signatures begin oil following page)
rinue 9
IN WITNESS WHEREOF, the pardcy bereto bave i,wzied this Agreement to N4:xtcutnkl wider.u;ofl b)
tlizir duly aiilhorinJ represtmitatives its of the diets first *ritte-a?AbQVC.
CONTRACTOR: MAIN'I'1;bLAN('k',j—,-- IN(:
BY:
Name:
r" S J'R r OWNER: 5'Lj
I-(.)UNI'*Y COMMERCIAL,
BY:
Name Susan' a "tat'
ident
Page
-.XPIUIT A
Stevens i'$Aaintenance, Inc.
Managing Stormwater Drainage since 2OO7
�;5•za;t �, :.'ts�;��.t .corn
To whom it may concern,
Stevens Maintenance since November of 2007 has provided activation and regular maintenance services for
Filterra's patented bio-retention storm drain systems. These concrete boxes use a combination of soil, plant and
microbes to remove pollutants commonly found In urban stormwater runoff. Filterra° drains are typically placed at
curbs and gutters.
Regular, documented maintenance is required to satisfy government agency oversight. Clean water, after all, is a
precious resource.
Twice a year maintenance by our trained technicians ensures these units continue filtering, allowing pollutants
to break down in the soil and plants. As stated by Filterra's' research "regular maintenance extends the longevity of the
living bio-filter system." Neglect of these systems can lead to expensive costs to replace Filterra's" natural filtration
system in these boxes.
our certified technicians activate each new unit purchased from Fllterra® with approved tree, mulch and stone.
At six months and one year we provide maintenance included in the purchase price. We clean out trash, silt and dirt. We
replace existing mulch with a fresh 3" layer of approved mulch with each maintenance, We prune the trees. We leave
the unit cleaner than when we arrived.
We provide all documentation required by government agencies. This includes both standard hands-on
observational reports and after -maintenance photographs. We provide this service throughout the Chesapeake Bay
watershed, and into the lower portion of New England.
Stevens Maintenance also offers annual renewal and multiple year contracts with standardized pricing. Costs
includes all labor and materials. Tree and grate replacement costs are extra.
Please consider our services to preserve your original investment In storm water runoff control.
C. Patrick Cjeary
�)( 7`
CEO — DEQ# SWIN0237 exp: 4/15/21
stevensma!ntenance@outlook.com
standard Exteafto Maintenance Agreement
5`�' St, Station Wegmans,149 Bent Creek Road, Charlottesville, Va,, 22902
Stevens Maintenance agrees to provide two (standard) maintenances per unit, on Filterra Drainage Systems,
approximately every six months. This service will include inspection, proper clean out, pruning of the tree(s), adding a
fresh 3" layer of approved mulch, and certification of completion.
We will provide these services at the prices per unit per year listed below per manufacturers' specifications.
Prices listed are discounted nearly 20 percent from our standard maintenance due to bulk number of units (*),
Annual term
service months
# units per site
cost per site per unit
annual cost - paid in 2 invoices
2018 (2)
ApriljOctober
fifty
$225.00*
$22,500.00
2019 (2)
April/October
fifty plus
$225.00
$22,500.00 plus
Units that have not had service on a regular basis will require higher first visit cost for labor and materials. (**)
Contact us at:
Stevens Maintenance
15448 Fox Vale Way
Midlothian, VA 23112
Pat Cleary, CEO: (804) 317-7026
Darren Lindsay, sales: (804) 356-3044
Email; stevensmaintenance@outiock.com
Please provide the following Information
Name of Business
Contact Name
Phone #
Email
Address where units located
Address for billing if different
Number of Units on site
Unit sizes (if Known)
5th St. Wegmans
Alex Smith - Real Estate Manager
704=414-7474
2I�,smitir foundry�ommerlial,com
149 Bent Creek Road
Charlottesville, Va.,
Foundry Commercial
50
6x4 - 4; 6x6 - 3; 8x4 - 5; 8x6 - 7;
106 -12;12x6 - 8;13x7 -11;
additional units to be added when first year
contracts expire
Stevens Maintenance agrees to provide two Maintenance Services per unit, per year. Please provide your business name
and the number of units you wish to have included in this agreement,
Business isairv.
Number of Units
Signature
MobEle804-317-7026 stevensmaintenance()outlook.com
rax 804-639-2110
VE1'DO.It
CLASSIFICATIONS
y - GenefId Llubillty
r including Contractual
Liability and Completed
Operations
• �tstornobile Liability
Including Hired and
Non -Owned Vehicles
EXHIBIT R
lusurance Reclni-ements
GltiDE A )
G'Ii 11}is l3
• Asbestos Removal i1i ';
Air C'oil Iags01 .. -
- Boiler Repair/ ;
Service
MaintetlancQ •
Architects &
Carpentry Outside 31
Engincersr.:1
stories I
Carpentry Inside of
- ('11e111ical Sales ti''.
3 stories
Service
Chemical & watcr
• C'011AI-HOLiOni
I'ank Cleaning'&
Demolition! Hxcavation
lnspectiou
see Generld •
C CIII al SlatiOn Alarm
C.ulltl'aalOf
'Monitor
Crane Inspection &
•
Door Repair
Rel7rtir
.lnnitorial Service
ss Owle Rental Service
Electrical Contractor
• Elevator f Esealator i •
GIIII. r CL1nLJ',gU Yr
Explosive Wivcry
11VAC'
General Coutraclors
InSUA G011 lustnlNtion
(sea below for (ri.)
Lighting Repair
Lagoon Dredging
Painting Under J
- Liii "truck 1
stories
Painting 3 stories and •
raving/ Concrete
Over �
Work
hoofing Contractor 1
Pest Control Services
Scallblding Contractor
111timbing Contractor
• waste Disposal �- `
Seutlrlty Ward &
Regulated °€1
Patrol service
Welding Supply
Sheet r0ctal Work
Delivery & service j
•
Tile Flooring
C'antr actor
•
Wash I-laulins &
Waste Paper Delivery
(unmplated)
•
Water Pump Repair
•
Well Pump Inspection
•
W indow (:9eurring - 2
stories
REQUIRED INSURANCE C:OVERAC E
ti 1,000,000 Each
Occurrence
`jS2,000,000 Aggregate
r,oi)(),0U4 C. ma ,—Sincd -
Single limit fbr Bodily
Injury and Properly
NLge 12
S1,U00ON Each
Occurrence
$2,00():0U0 Aggregate.
$l,4UU,OU4 Cainbilled
Single Limit for Bodily
Injury and Properly
t3WWl C
Barricade Construction
Delivery Compa111es
• luwn Cam & Landscaping
(use Moderate if'available)
• Office Ialuipmunt Kepair
Purking - Snow Removal,
swcuper
Parking Service withl
without Valet
Unitbr•nl Service
Vending lvlauhine
C'ontraclor
Window Cleaning up to
Stories
Pr'csSu1'e Washer
Surveyor (2)
TelLphone Repuir(1)igh if
outdoor Imes)
• Peer Review IQWIlity.
Control) ConWlWIItS(2)
500,000 Each C)ccurreuc.
$1,000,000 Aggregate.
P.,SU0,000 Combined Single
Limit For Bodily Rljury MKI
Property Damage
Colnpullsatitan
Lmployers Liability
Fnvil'Gnmelltal
Plim:u•y Commercial
Blanket Bood
ilnlbrelhi Liatility
Professional Liability
Statutory Linl'its J'GI the
state(s) ill which the work
'ts porl'nrnrcd __
1,000,000 Fach Aceidew
$1.000,000 Each
Employee Dist,=
S1.000,000 Policy Limit -
Diseasc
$5.000,000 Each _..
Occurrence
$100,000 I:.acil l..ulployce
$S.U00.000 1:,1c11
Otxurrcm-L!
y5,000,000 ft!1'5,kpj 5
61,000,000 l ach
Ocxurreilec
Statutory Lifllits for the
.1311I (S) ill wlIMI the
work is erti)l'uled _
$500,000IiFich Accident
$500,000 Each Employee
Discasc
$500,000 Policy Limit -
Dise.ase
SI,000,000
$1 UI),000 I:tach Employee
Occur! nee
$1,000,000 Each
Statutoly Limits 1161 t.ee
S[tlle(s) in lrhich [lie work is
$100,000 leach Accidenl
$100,000 each knlployec
Disease
S500,000 Policy Linlit -
DiseaSe
$1.000,000 Each Occ.nrre jwu
$100,000 Fach Employee
11,000,000 Reich Occutrelim,
SI-000.000 Apnvgalc
$1,000,000 f_-nch 0ccnr1VM;
6ENERAL REQl4IREIvILNTS FOR ALL INSURANCE
Uwi,icr'S Agent. Foundry Commercial- Ll,t Ownor and Manager arc. named its Additional Instrl•ed on primary
i basis lender the Goneral police. Guneial Liability insurance shall tic provided on an ISO Commercial Geiiernl
Llabtty t[)l nl Wr[IIGLII iltly �tt1..IftlurlLll limitilt �lr cxclusiunary ertdorsclnerlts rtnlendin# tilt [ernts Conlaill Ll the reel i.
- --- _ ..
I], Limr lllired for General. AU[U p! [ IL1pIUyClS I i ibtltx can be t11C1 gyjlh I11_ghor UnlbiCila Liability Illlljt5,
F -� Waiver ofSubrogatiwl is in br provided to C)wner's Agent, {Jwner and Manaper I'm 01.,-Auto Liability and
*orkers' CGm )Crlsitiun.
is. c o rrificate 1 folder should be in the. )lame Gf'Uwner's Ant nt. 1'Gundta Commercial. Ll.{' ,
_ _
s Ei. Cerlilioate must eyidenL:o 30 days written notice orcalleelhaiGn 01 11on-renewal ill coverage with words "cndeovor
to" deleted
€ 1 Ori illal certificate of hlsnrance acord form to be delivered - ..r
I to (, ) ki) t)/1+11Cr'S f1�ellt 1)1'It71' li) CI11113nZi1L'clllCllt tYf frr)y �
Work or Service.
Cw4 Ycndoi r gpired to )anti pll deductibles or sell' insured retenlians carried under these Policies orilisurance.
[Y[+:l FRAL CONTRACTOR Gl NERAL LIABILITY L1MJT RE()UIRIPIYI.f!'.1 rs
of, `,Oor .,, Minimum Anll
Office i 1 to 24 -�$5[1.000,000
I
I
{
f
slit) urban^:
Retail~ Mall
1
µ 4trip C'unters�'
25 to ai) -
$JU0,000,1)u0
40 to 101)
$200,000.000
Less than li
$10.000,000
11 of hole;
$j5,000,000
All
$ 5.000,000
Halve ver, as i-espec'ty elemolillan, regulred minimums .001 he nrl levs 11ran S25,000,000, »r amoral shown above,
whichever is givatei%
Vqw i3