Exterior Subcontractor Application

The Exterior Subcontractor Application can also be downloaded in .pdf format.

 

Online Application Form: Submission

Part 1

This Agreement ("Agreement"), dated this day of 20 , is entered into between Elite Building Services (“Elite”, “we” or “us”) whose address is 1800 Naamans Road, Wilmington, DE 19810 and (“you” and/or ”subcontractor”), whose address is .

You are being contracted to perform exterior maintenance services, which may include, but are not limited to landscaping, lot sweeping and/or snow removal services, according to the agreed upon specifications to our customer(s) at such locations as we direct; In consideration of the mutual covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1) Duties: The specifications and pricing are attached as Schedules to this Agreement. Same must be executed and returned prior to commencing any work. A work order must be signed by our customer following completion of Service. At our option work will be performed on the days and during the hours specified by our customer(s). Neither we nor our customers will supervise any of your employees or any aspects of the Services you provide. You must provide all supervision, labor, equipment, materials, and supplies. You agree to use materials, products, and equipment approved by our customer(s) for the Services, and you agree to keep such equipment in satisfactory condition and in safe-working order.

You are an independent (Initial ) contractor and not an employee or partner of Elite. If any work is performed and deemed unacceptable by Elite or our customer, you will immediately correct the work without charge. You will replace any employee upon the request of our customer and you will do so within 24 hours of receiving request to do so. 2) Subcontractor’s Obligations: In accordance with applicable law, you agree to: a. Obtain any necessary state and federal licenses or permits required to legally perform the duties under this Agreement. b. Comply with all federal, state, and local employment laws regarding payroll tax, withholding and reporting requirements for all individuals who provide services in connection with this Agreement and all safety and employment laws, rules and regulations. c. Complete an Employment Eligibility Verification Form from the Department of Homeland Security, also known as Form I-9, for each person who performs work for you. You agree to allow us access, on reasonable notice, to audit any and all of your records to insure compliance with the foregoing. Failure to comply will constitute a default hereunder. 3) Compensation: As soon as your work is completed, you must submit all Work Order(s) signed by our customer’s representatives, along with an invoice reconciling the activity for each customer. We will issue your payment 30 days after the date that we receive and process your invoice. Processing of invoices typically takes 10-14 days. Payment will be issued to you provided we have received your invoice within 30 days from the last day of the month that you provided the Services and we have received all required paperwork hereunder. Depending on the project, a signed and notarized lien release may be required for execution by you and submitted to us in advance of processing your payment. Invoices submitted after 30 days shall be deemed stale and subject to payment only at Elite’s discretion. We are not obligated to pay you until we receive payment from our customer.

You assume (Initial ) the risk of non-payment by our customer for any reason including, without limitation, our customer’s bankruptcy, insolvency, reorganization, financial distress, nonperformance, dissatisfaction with services, or any other reason in or out of our control. You also hereby waive your right to commence an action for payment against a Elite customer or file any encumbrances upon the property. In the event a customer shall file Bankruptcy and recover from Elite any sums paid as a preference, you agree to reimburse and indemnify Elite for such sums on demand. 4) Insurance: During the term of this Agreement, you must maintain the insurance coverage as set forth herein below.

Initials (Part 1):

Part 2

You shall provide Elite with certificates of insurance and additional insured endorsements evidencing the insurance required. All insurance shall be placed with insurance carriers acceptable to Elite that are licensed to do business in the State where the services are being performed, and must include all the requirements set forth in this section. Should any insurance lapse herein, Elite’s obligation to pay for work performed shall be held in abeyance pending full retroactive reinstatement of coverage. Notwithstanding anything to the contrary contained in the Contract, herein, it is specifically agreed that the following provisions control: Before the commencement of any of the services, you must obtain and maintain in full force and effect during the term of the agreement the following insurance, in amounts not less than those specified below: A. Commercial General Liability (CGL) coverage with limits of Insurance of not less than $1,000,000 each occurrence and $2,000,000 Annual Aggregate. 1. If the CGL coverage contains a General Aggregate Limit, such General Aggregate shall apply separately to each project. 2. CGL coverage shall be written on ISO Occurrence form CG 00 01 1093 or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operations, and personal and advertising injury. 3. Elite, Owner and all other parties who Subcontractor is required to name as additional insured’s by any contract,, shall be included as insureds on the CGL, using ISO Additional Insured Endorsement CG 20 10 (11 85) or CG 20 10 (10 01) AND CG 20 37 (10 01) or CG 20 33 (10 01) AND CG 20 37 (10 01) or an endorsement providing equivalent or broader coverage to the additional insureds. This insurance for the additional insureds shall be as broad as the coverage provided for the named insured subcontractor. It shall apply as Primary and Non-Contributory Insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured. 4. If Subcontractor’s Scope of Work includes snow removal operations, Subcontractors’ Commercial General Liability policy shall be endorsed to include Snow Removal Operations performed by the Subcontractor. 5. Subcontractor shall maintain CGL coverage for itself and all additional insureds for the duration of the project and maintain Completed Operations coverage for itself and each additional insured for at least 3 years after completion of the Work. B. Automobile Liability 1. Business Auto Liability with limits of at least $1,000,000 each accident. 2. Business Auto coverage must include coverage for liability arising out of all owned, leased, hired and non-owned automobiles. 3. All parties required of Elite shall be included as insured’s on the auto policy. 4. If Subcontractor’s Scope of Work includes snow removal operations, Subcontractor’s Automobile Liability policy shall be endorsed to include Snow Removal Operations performed by the Subcontractor. C. Commercial Umbrella 1. Umbrella limits must be at least $1,000,000. 2. Umbrella coverage must include as additional insured’s all entities that are additional insured’s on the CGL. 3. Umbrella coverage for such additional insured shall apply as primary and non-contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured other than the CGL, Auto Liability and Employers Liability coverages maintained by the Subcontractor. D. Workers Compensation and Employers Liability 1. Employers Liability Insurance limits of at least: 2. $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for injury by disease, with a policy limit of $1,000,000 for injury by disease. 3. Where applicable, U.S. Longshore and Harborworkers Compensation Act Endorsement shall be attached to the policy. 4. Where applicable, the Maritime Coverage Endorsement shall be attached to the policy. E. Waiver of Subrogation Subcontractor waives all rights against Elite, Owner and Architect and their agents, officers, directors and employees for recovery of damages to the extent these damages are covered by Commercial General Liability, Commercial Umbrella Liability, Business Auto Liability or Workers Compensation and Employers Liability insurance maintained per requirements stated above. F. Certificate Holder and Additional Insureds must be shown as indicated on the attached sample Certificate of Insurance. Attached to each certificate of insurance shall be a copy of the Additional Insured Endorsement(s) that is part of the Subcontractor’s Commercial General Liability Policy. This insurance shall not be cancelled, materially changed or allowed to expire without at least thirty (30) days advance written notice by the Subcontractor to Elite at the following address: Elite Attn: Legal and Compliance Department 1800 Naamans Road, Wilmington, DE 19810 All coverage shall be written with carriers licensed to do business in each state where operations are being performed and should be rated no lower than an A-8 in the most current edition of A.M. Best’s Property-Casualty Key Rating Guide. All insurance policies shall be written on “an occurrence basis.” If, however, any policies are written on a “claims-made” basis, the retroactive date shall coincide with or precede the date on which you first commenced the work. You shall ensure that such policies are maintained in full force and effect by you for the applicable Statute of Limitation for any claim in the event same is a claims-made policy. In the event any such policies of “claims-made” insurance are terminated, you shall purchase extended reporting provisions to report claims arising hereunder for a period of any open Statute of Limitation. No policies may be cancelled or materially revised without our prior written approval. You must immediately notify Elite of any injury or claim against you and/or us arising and provide Elite with copies of all relevant documents. Should your aggregate limits of liability be reduced due to loss from claims, you must reinstate or cause the aggregate limits to be reinstated to the minimum amounts specified in this section. Elite reserves the right to increase insurance requirements hereunder. If you fail or neglect to obtain, maintain or renew the required insurance as specified in this section and fail or neglect to furnish evidence thereof to us and provide us with the Certificates of insurance required hereunder, we shall have the right, but not the obligation, to procure the above described insurance and reduce or withhold our charges for work by the cost thereof or deem your failure or neglect as a material breach of this Agreement. Whereas, Elite and you, have entered into the within agreement whereby the subcontractor will provide certain exterior maintenance services on an as needed basis pursuant to the terms of the contract; As a material term and inducement to enter into the within contract, the Subcontractor hereby warrants, represents and agrees to the following: 1. The Subcontractor will provide Elite & Son, Inc. proof of current Workers’ Compensation and Disability coverage as required by State law as well as current Commercial General Liability Coverage in such amount as required by the contract and a current Automobile Liability Policy covering all owned or substitute vehicles. 2. In the event that shareholders of the Subcontractor Corporation or members of the Subcontractor Limited Liability Company or owners of the subcontracting entity have opted out of Workers’ Compensation Coverage, they will provide Elite with a duly executed Opt Out Designation, as recognized in the State of their Operation. 3. In the event that the subcontractor shall engage any employee or subcontractor for whom the Subcontractor is required to maintain Workers’ Compensation Coverage, the subcontractor will secure such coverage prior to conducting any work under the contract. 4. To the extent that any insurance coverage that is required pursuant to paragraphs #1, #2 and #3 is not maintained by the subcontractor, it shall constitute a material breach of this Rider and the Contract and upon the happening of such breach the individual shareholders, members and owners of the subcontractor shall indemnify, defend and hold harmless Elite from any and all claims, expenses, audits, assessments, judgments and penalties in any form, including but not limited to the Workers’ Compensation Board having jurisdiction of any claims there under. The parties acknowledge that this is a material term and condition of the within agreement, without which Elite would not have entered into the Subcontract agreement.

Initials (Part 2):

Part 3

5) Independent Contractor: In the performance of the Agreement, you shall be an independent contractor. Nothing in this Agreement between Subcontractor and Elite shall be deemed to constitute a partnership, joint venture or other similar relationship, and you agree not to make any contrary assertion, claim or counterclaim in any action, suit or other legal proceeding involving you and Elite. You are responsible for all losses, damages, judgments, liabilities, claims, injuries, costs, and expenses arising directly or indirectly from the ownership and operation of your business, your motor vehicles, your property, and your performance of the Agreement. You are not authorized to contract on our behalf, to bind us in any manner, or to hold yourself out as anything but an independent contractor. You have full responsibility for all debts and obligations of your business. It is specifically understood that you will maintain all payroll records for your employees and that we will not do so. You agree to do business only under your own corporate name as our subcontractor and that you have not been licensed to use the Elite name. 6) Indemnification: To the fullest extent permitted by law, you and your subcontractors, affiliates, agents or employees shall, at your own cost and expense, defend and indemnify Elite and our customer and both Elite and our customer’s respective officers, directors, employees, agents, shareholders, partners, joint ventures, affiliates, successors and assigns (“Indemnified Parties”) from and against all allegations asserted in any and all claims reasonably related to Services you provided or failed to provide under this Agreement, regardless of whether the allegations are directed solely against one or more of the Indemnified Parties. To the fullest extent permitted by law, you shall indemnify and hold harmless the Indemnified Parties from and against any and all liabilities, obligations, claims, demands, causes of action, losses, expenses, damages, fines, assessments, awards, deficiencies, judgments, settlements, and penalties, including, without limitation, costs, and expenses whatsoever (including without limitation attorneys’ court cost, consultants’ and other professional fees and disbursements) incident thereto (collectively “Losses”), arising out of, based upon, occasioned by or in connection with your performance under the agreement. The indemnification obligation specified in this paragraph shall be construed so as to extend to all legal, defense, penalties, fees, assessments and investigation costs, as well as other costs, expenses, and liabilities incurred by the Indemnified Parties. In no event shall we be liable for consequential, incidental or special damages, including without limitation any delay damages, lost opportunity damages or lost profits incurred by you or your affiliates, subcontractors, agents, or employees in connection with this Agreement. 7) Personnel: All persons who perform the Services under this Agreement must be your employees, and not your independent contractors. You will employ only qualified and responsible personnel. If required, you will perform, at your expense, the necessary background checks on any personnel you intend to employ at any of our customer’s locations. You are responsible for all employee-related benefits and withholding payment of any type for those employees who perform the Services. You are responsible for withholding the personnel portion of FICA taxes, and for withholding income taxes for federal and state income tax. Non-Solicitation: You agree not to solicit for employment nor hire any of our employees during the term of this Agreement and for six (6) months following its termination. 8) Confidentiality and Non-Compete: Confidential Information: You acknowledge that confidential and proprietary business information and trade secrets including, without limitation, our customer lists, the Services provided and the prices charged for them, our billing and payment procedures, our Work Orders, schedules, contracts, and other forms (hereinafter the “Confidential” Information”) will become known by you. Disclosure of same will cause irreparable harm to us. You covenant neither to reveal to others nor to use it, except as authorized by us in writing, the Confidential Information. Said representation will survive termination of the Contract. Upon termination you must return all such Confidential Information to Elite. Non-Competition: During the term of this Agreement and for a period of twenty-four (24) months thereafter, you and your officers, shareholders, and directors agree not to contract, solicit, or do business with any of our customers (or their contractors, assigns or designees) for whom you performed Services under this Agreement, regardless of the location where you performed the Services. IF YOU VIOLATE THIS SECTION, THEN IN ADDITION TO ANY INJUNCTIVE RELIEF AND ADDITIONAL DAMAGES TO WHICH WE ARE ENTITLED, YOU EXPRESSLY AGREE IMMEDIATELY TO PAY US A MINIMUM AMOUNT OF DAMAGES EQUAL TO THREE (3) TIMES THE ACTUAL MONTHLY REVENUE FOR EACH LOCATION THAT YOU SERVICED IN VIOLATION OF THIS NON-COMPETITION COVENANT, PLUS ANY LEGAL FEES, COSTS AND EXPENSES INCURRED BY US TO ENFORCE OUR RIGHTS HEREUNDER. ACTUAL MONTHLY REVENUE SHALL BE DEEMED TO BE THAT MONTH REPRSENTING THE HIGHEST MONTHLY REVENUE DURING THE PERFORMANCE OF THE ELITE CONTRACT. You agree that we are entitled to these minimum damages without the necessity of proving actual damages, and that the amount of minimum damages contemplated herein is not a penalty and instead is a reasonable estimate of the damages that we will have sustained due to your violation of this Non-Competition Covenant. We never would have entered into this Agreement in the absence of such restrictions. You agree that any violation of this Section shall cause irreparable injury to us and cannot be reasonably or adequately compensated in damages. You agree that we are entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, and an immediate accounting of all earnings and profits in excess of the minimum damages specified above, in addition to any other relief to which we are entitled. These rights are cumulative. 9) Termination or Cancellation: This Agreement or any schedule to this Agreement may be terminated by either party for any reason upon ten (10) days prior written notice by the terminating party delivered to the non-terminating party. In addition, this Agreement or any schedule to this Agreement may be terminated by us, upon one (1) days’ notice, if we or our customer notifies you that your Services are unsatisfactory, you violate any provision of this Agreement, you fail to maintain the required insurance, you assign this Agreement, become insolvent, or declare bankruptcy, you subcontract the Services without written authorization from us, you fail to fully cooperate with us or our customer or our customer cancels their contract with us. 10) Arbitration and Dispute Resolution: Both parties shall make a good faith attempt to resolve any dispute through negotiation. If negotiation fails to reach a resolution within seven (7) business days, either party may initiate arbitration proceedings in accordance with this Section. All disputes, controversies and claims of any kind arising out of or relating to this Agreement or the rights and obligations of the parties shall be settled through arbitration, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules. This provision shall survive the termination or expiration of this Agreement. Said Arbitration shall be binding and final with no further right to court intervention. A. Governing Law: The laws of the State of Delaware shall govern the validity, performance, interpretation, and effect of this agreement. All parties hereto waive their right to trial by jury on any action, proceeding or counterclaim whether in law or in equity brought by either you or us. B. Venue: Any claim, suit or proceeding commenced relative to this agreement shall be commenced only in the Delaware State Courts or the United States District Court for the state of Delaware, which Courts shall have the sole and exclusive jurisdiction over any proceeding, suit or dispute hereunder. 11) Assignment: We may assign this Agreement without prior notice to you. You may not assign this Agreement. 12) Right to Offset: We may withhold from payment owed to you any amount due to us from you under the indemnification provision, any other provision of this Agreement, or due to a breach of this Agreement. 13) Miscellaneous: If any sentence, paragraph or provision in this Agreement for any reason is deemed illegal or otherwise unenforceable, then the validity of the remaining sentences, paragraphs or provisions shall not be affected; and this Agreement shall be construed as if such provision had never been a part of it. This Agreement contains the entire agreement of the parties. No promises, inducements or representations not contained in this Agreement shall be of any force or effect or binding upon you or us. Any modifications, changes, or variances to this Agreement made by you shall be void and of no effect unless made in writing and signed by us.

Initials (Part 3):

Signature

The parties hereto have caused this Agreement to be executed by their authorized representatives and represent that they have full authority to enter into this Agreement.

Printed Business Name:

Authorized Signature (Initials):

Printed Name and Title of Authorized: