Cleaning Crew Services Agreement

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This Cleaning Crew Services Agreement (Event) (this “Agreement”), dated as of {{curDate | mediumDate}} (the “Effective Date”), is entered into by and between PAIGE BLU INDUSTRIES, INC. d/b/a PopUp CleanUp West, a California corporation (“Cleaning Crew”), and {{client.name}}, a [STATE OF ORGANIZATION] [ENTITY TYPE], (“Client”); and 

 

WHEREAS, Client desires that Cleaning Crew provide the Services (as defined below) in accordance with the terms and conditions of this Agreement.

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NOW, THEREFORE, for good and valuable consideration, Cleaning Crew and Client agree as follows:

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1. Services. Cleaning Crew shall provide to Client the cleaning services set forth in Exhibit A attached hereto (collectively, the “Services”) at [LOCATION] (the “Premises”) at the frequency and subject to the business terms set forth in Exhibit A (the “Service Date(s)”) and in accordance with the terms and subject to the conditions set forth in this Agreement.  Client agrees to notify Kenetia Lee at info@popupcleanup.com or 323-538-0188 regarding any desired changes to the scope of the Services; provided, that, in the event Client desires to increase the scope of the Services, (i) the Fee (as defined below) shall be adjusted, as mutually agreed upon by the Parties in writing, to reflect the increased scope of the Services; (ii) Client shall provide Cleaning Crew with reasonably sufficient advance notice such that Cleaning Crew may adequately prepare to provide such increased scope of Services; and (iii) if providing such increased scope of the Services is not commercially practicable or desirable for Cleaning Crew, Cleaning Crew may decline to provide such increased Services.

2. Inventory; Supplies; Disposal. Cleaning Crew shall supply all inventory, equipment, supplies and personnel required to perform the Services under this Agreement; provided, that Cleaning Crew shall be entitled to use, and Client shall supply, the dumpsters, trash bags and trash cans at the Premises for the purpose of clearing debris and toiletries for any bathroom facilities. All inventory, equipment, supplies and personnel shall be timely supplied and nothing shall be left at the Premises after the provision of Services without Client’s prior written approval (email being sufficient). 

3. Obligations of Client. Client shall: (i) grant Cleaning Crew access to the Premises at least an hour in advance, or as otherwise mutually agreed upon in writing (email being sufficient) by the Parties; (ii) make reasonable efforts to accommodate Cleaning Crew’s storage space needs for supplies required for the Event; (iii) provide relevant information to assist the Cleaning Crew with the performance of the Services; (iv) satisfy all of the Cleaning Crew’s reasonable requests for assistance in its performance of the Services and (v) in no circumstances request or require that Cleaning Crew climb on ladders, crawl in attics or under building structures, stand on scaffolding or otherwise engage in potentially unsafe activities.

4. Fees and Expenses. For the Services to be performed hereunder, Client shall pay to Cleaning Crew the fee set forth in Exhibit A (the “Fee”).  Client shall pay fifty percent (50%) of the Fee on the Effective Date as a down payment to book the Services (the “Down Payment”), which Down Payment shall be non-refundable.  Client shall pay the remaining balance of fifty percent (50%) of the Fee on the Service Date or, if applicable, the last Service Date. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder, which are not included in the Fee; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Cleaning Crew's income, revenues, gross receipts, personnel, or real or personal property or other assets.  Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of five percent (5%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Cleaning Crew for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees.

5. Confidentiality. Cleaning Crew acknowledges that it (and its independent contractors, representatives and/or employees, as applicable) may, while providing the Services, have direct or incidental access to or otherwise discern confidential, sensitive, or proprietary information of Client, whether such information is disclosed, available, or accessed orally or in written, electronic, or other form or media, and whether or not such information is marked, designated, or otherwise identified as “confidential” (“Client's Confidential Information”). Cleaning Crew shall keep confidential and not use Client's Confidential Information.

6. Term. This Agreement shall commence as of the {{curDate | shortDate}} and shall continue through the last Service Date.

7. Intentionally Omitted

8. Independent Contractor. The details of the method and manner for performance of the Services by Cleaning Crew shall be under its own control, Client being interested only in the results thereof. The Cleaning Crew shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services.  Nothing in this Agreement shall give Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Cleaning Crew is for all purposes hereunder an independent contractor and in no event will Cleaning Crew be considered an agent or employee of Client or any of its subsidiaries or affiliates for any purpose.

9. Insurance. Cleaning Crew shall maintain insurance in accordance with the requirements of any laws and regulations applicable to Cleaning Crew.

10. Indemnification.  Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted under applicable law, Client agrees to indemnify and hold harmless Cleaning Crew, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, reasonable and documented legal fees, which result from or arise out of any act or omission of Client, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.

11. Limited Warranty. Cleaning Crew warrants that it shall perform the Services in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services (the “Service Level”). CLEANING CREW (a) MAKES NO WARRANTIES EXCEPT FOR THAT SET OUT IN THE PRECEDING SENTENCE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Cleaning Crew's sole and exclusive liability and Client's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected services. If Cleaning Crew cannot reperform the services in compliance with the warranty set forth above within a reasonable time (but no more than two (2) days) after Client's written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination. Cleaning Crew shall within thirty (30) days after the effective date of such termination, refund to Client a portion of the Fees previously paid by Client as of the date of termination proportional to the Services that did not conform with the Service Level and specifications set forth in Exhibit A, not to exceed fifty percent (50%) of the Fees.

12. Limitation of Liability. IN NO EVENT SHALL CLEANING CREW BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CLEANING CREW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CLEANING CREW'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CLEANING CREW PURSUANT TO THIS AGREEMENT.

13. General 

13.1 Further Acts. Each party shall use commercially reasonable efforts to, from time to time at the request, furnish the other party such further information, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. 

13.2 Notice. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, or by email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the following addresses (or to such other address that the receiving party may designate from time to time in accordance with this section):

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Cleaning Crew:
PopUp CleanUp West
3818 Crenshaw Blvd. #437
Los Angeles, CA 90008
Email: info@popupcleanup.com 

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Client:
{{client.name}}
{{client.address | address}}
Email: {{client.email}}

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13.3 Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of California, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Los Angeles, California. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (C) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA LAW. 

13.4 Non-Solicitation. Client shall not directly solicit for employment any employee of the Cleaning Crew during the term of this Agreement and for ninety (90) days thereafter. If Client directly solicits and then employs an employee of Cleaning Crew during this timeframe, the Parties will agree to a recruitment fee, which will not exceed $10,000 for any single hiring. For the avoidance of doubt, neither Party is prohibited from employing an individual who approaches such Party about employment opportunities or who applies for a position in response to a posting, employment advertisement or other general solicitation of employment, whether such application is during the term of this Agreement or thereafter.

13.5 Entire Understanding. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. 

13.6 Amendment; Waiver. The parties may not amend this Agreement except by written instrument signed by the parties. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. 

13.7 Cumulative Rights. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that, the parties intend that the remedy set out in Section 11 (Limited Warranty) is Client's exclusive remedy for the Cleaning Crew's breach of the limited warranty set out in Section 11. 

13.8 Assignment; Third-Party Beneficiaries. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, except by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment in violation of this Section shall be null and void. Cleaning Crew, however, may subcontract the Services. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement. 

13.9 Survival. Sections 4 (Fees and Expenses), 10 (Indemnification), 11 (Limited Warranty) and 12 (Limitation of Liability) of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement. 

13.10 Execution. To facilitate execution, this Agreement may be executed (a) pursuant to the process set forth in the Electronic Signatures in Global and National Commerce Act (15 USC §7001 et seq.), or (b) in as many counterparts as may be required to reflect all Parties’ assent; all counterparts shall collectively constitute a single agreement. A legible emailed signature that can be authenticated will constitute an original and binding signature of a Party.

13.11 Force Majeure. Cleaning Crew shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Cleaning Crew including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Client shall be entitled to give notice in writing to Cleaning Crew to terminate this Agreement.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.