Pro Usage Policy
CONSTRUCTION SERVICES AGREEMENT
This Construction Services Agreement (this "Agreement") constitutes a valid and binding agreement by the entity signing up and registering (“Contractor” or “PRO”) in https://pro.bosscathome.com (“PRO Application”) for the benefit of Bosscat, Inc. (¨Bosscat”) and governs Contractor's provision of the Work (as defined below).
BY CLICKING "I AGREE" WHERE INDICATED, CONTRACTOR: (I) EXPRESSLY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT; (II) REPRESENTS AND WARRANTS THAT, IF THE INDIVIDUAL COMPLETING THIS AGREEMENT AND CLICKING “I AGREE” IS ACTING ON THE INDIVIDUAL’S OWN BEHALF RATHER THAN ON BEHALF OF ANOTHER ENTITY, SUCH INDIVIDUAL IS OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (III) REPRESENTS AND WARRANTS THAT, IF THE INDIVIDUAL CLICKING “I AGREE” IS ACTING ON BEHALF OF A CORPORATION, OTHER BUSINESS ASSOCIATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL HAS THE RIGHT, POWER AND AUTHORITY TO ENTER THIS AGREEMENT ON BEHALF OF CONTRACTOR AND BIND CONTRACTOR TO ITS TERMS. IF CONTRACTOR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IT MAY NOT PROVIDE ANY WORK (AS DEFINED BELOW). THIS AGREEMENT IS SUBJECT TO CHANGE. THE MOST CURRENT AND CONTROLLING VERSION OF THIS AGREEMENT IS PUBLISHED BY BOSSCAT AT THE PRO APPLICATION. CONTRACTOR´S CONTINUED USE OF THE PRO APPLICATION CONSTITUTES: (I) CONTRACTOR’S AGREEMENT TO AND ACCEPTANCE OF THE CURRENT VERSION OF THIS AGREEMENT, (II) ANY CHANGES, UPDATES AND/OR AMENDMENTS TO THIS AGREEMENT AS POSTED ON THE PRO APPLICATION, AND (III) CONTRACTOR’S AGREEMENT AND ACKNOWLEDGEMENT THAT SUCH VERSION WILL APPLY TO CONTRACTOR’S WORK (AS DEFINED BELOW) PERFORMED HEREUNDER AT THAT TIME.
Section 1. Engagement and Work.
Bosscat hereby engages Contractor, and Contractor hereby accepts such engagement, to perform certain Work (as defined below) for the benefit of Bosscat and its clients or agents upon the terms and conditions contained in this Construction Services Agreement (the “Agreement”).
Contractor shall perform home repair and construction Work (as defined below) for different projects (each a “Project”) as set forth in one or more Work Orders (“WO”) adopted by the parties from time to time and incorporated herein by reference. If a bid for the Project was previously submitted by Contractor, the WO will be based on such bid and will include a bid price that shall be equal to the Project Sum as defined in Section 3.3. All Work Orders will include the Project Sum (as defined in Section 3.3), description of Work, preferred scheduling date, completion date, and any important notes regarding access, timeline, etc. regarding the Project, and may be provided electronically via email or via a management application accessible by both Contractor and Bosscat. Where the specific details of an individual WO conflict with the particular requirements of this Agreement, the Agreement will prevail. This Agreement will otherwise set forth the terms and conditions applicable to each WO. All terms not defined herein shall have the meanings used or set forth in the applicable WO. The term “Work” means the repair and construction required by a WO, and includes all labor, materials, equipment, and services provided or to be provided by the Contractor, including removal of all waste from the Project site as required herein, to fulfill the Contractor’s obligations under the applicable WO. To the extent applicable, Contractor shall perform all Work pursuant to the applicable code. The Contractor will provide and pay for all labor, materials, equipment, tools, machinery, transportation, and other facilities and services necessary for the proper execution and completion of the Work required by a WO.
Section 2. Term and Termination.
2.1 Term. The term of this Agreement shall commence on the date Contractor agrees and accepts this Agreement in Bosscat PRO Application and shall end upon termination by either party pursuant to the terms of Section 2.2 (the “Term”).
2.2 Termination.
2.2.1 Either party may terminate this Agreement or any WO at any time by giving thirty (30) days written notice of termination to the other party.
2.2.2 Bosscat may terminate this Agreement and Contractor’s engagement hereunder immediately with Cause. For purposes of this Agreement, “Cause” means Bosscat’s reasonable determination that any of the following has occurred: (a) failure by Contractor to perform the Services to the satisfaction of Bosscat, including but not limited to any failure to provide any of the deliverables set for on this Agreement and any WO in a timely manner; (b) a breach by Contractor of any provision of this Agreement; (c) the commission of, conviction of, pleading guilty to, or confession to, or entering of a plea of nolo contendere by Contractor to any felony or any crime involving fraud, dishonesty, moral turpitude, or a breach of trust; or (d) commission by Contractor of a willful or negligent act which causes, or is likely to cause, harm to Bosscat. Upon the termination of this Agreement for any reason, Contractor shall be entitled to payment of any earned but unpaid Project Sum (as defined in Section 3.2). Contractor shall not be entitled to any additional or future compensation whatsoever. For purposes of this Agreement, “Termination” means the termination of Contractor’s engagement with Bosscat for any of the reasons set forth in this Section 2, and “Termination Date” means the date of Contractor’s Termination. Contractor acknowledges and agrees that, as an independent contractor, neither Contractor nor any of its employees or agents is entitled to receive unemployment compensation insurance benefits upon the Termination of this Agreement. Accordingly, Contractor agrees not to file or pursue a claim for unemployment compensation benefits upon the termination of this Agreement or Contractor’s engagement for any reason.
Section 3. Work Orders.
3.1 Acceptance or Rejection. Bosscat may or may not send WOs to Contractor. Contractor shall accept or reject WOs by replying directly in Bosscat Pro Application or as directed by Bosscat, and confirm its availability for scheduling. Contractor will also be provided with each WO Bosscat direct contact’s information (Field/Success Manager). If any Work items on the WO are outside of Contractor's scope of work, Contractor shall contact the Field/Success Manager before accepting the WO. Accepting a WO makes the Contractor responsible for the timely completion of the Work. Any items listed in the “Evaluate” section of the WO shall be assessed by Contractor first upon arrival. Items listed in this section do not have a price allocated to them yet, Contractor shall provide pictures, a description of recommended repairs/best solution, and corresponding pricing directly to the assigned Field/Success Manager once evaluated. Items in other sections of the WO with the word “Evaluate” in the item title have a price allocated to them for the time to evaluate plus minor repairs. If additional repair/cost is needed for an item, it will be considered a change order and Contractor shall report or discuss it with the Field/Success Manager assigned to Contractor and obtain an approved change order from Bosscat to complete such additional work not included in the WO original scope.
3.2 Commencement and Required Completion Date. The date of commencement of the Contractor’s Work for a Project will be set forth in the applicable WO. The “Project Time” for a Project is measured from the date of commencement of the Project to the required Completion Date in the WO. The Contractor will achieve completion of the entire Work required for a particular Project by the Completion Date identified in the applicable WO.
3.3 Compensation. The Contractor’s compensation for a Project (the “Project Sum”) will be set forth in the applicable WO and includes labor, materials and supplies (e.g. fuel, dumpsters, etc.) for the entire Work. Bosscat will pay the Contractor the Project Sum for the Contractor’s proper performance of the Work required by the WO, subject to additions and deductions as provided in the WO. The cost of materials necessary for the Project ordered by Contractor and charged directly to Bosscat will be deducted from the final payment of the Project Sum to Contractor. If Work items are removed from the WO after the Work has been dispatched, the Project Sum will adjust accordingly. The Field/Success Manager assigned to Contractor will communicate the new Project Sum before payment is made. All tax applicable to the Work (including any sales tax) is included in the Project Sum and will be paid by the Contractor directly. Unless otherwise stated in the WO, the Project Sum will not become due and payable until after completion of the applicable Project and Bosscat will have no obligation to make progress payments. If Contractor feels the Project Sum is not appropriate, Contractor shall contact Bosscat assigned Field/Success Manager before accepting any WO. If any draws or progress payment are made to Contractor pursuant to the WO terms and the Work does not conform to Bosscat´s quality standards, Bosscat will withhold any payments due under the applicable WO or any WO, or demand from Contractor the return of any funds already paid as draw or progress payment and Contractor hereby agrees to return such funds.
3.4 Acknowledgement. By accepting this Agreement and any WO, the Contractor represents and acknowledges that (a) it has carefully examined the Agreement and WO, (b) it is familiar with the Project site and the local conditions (including existing structures) under which the Work is to be performed under the WO, (c) the Project Sum is reasonable compensation for the Work required by the WO, and (d) the Project Time is adequate for the proper performance of the Work required by the WO.
3.5 Bosscat’s Right to Reject or Stop the Work. Bosscat may reject Work that, in its opinion, does not conform to the WO or otherwise does not conform to Bosscat’s quality standards. If the Contractor fails to promptly correct Work that is not in accordance with the requirements of the WO or with Bosscat’s quality standards, Bosscat may order the Contractor to immediately stop the Work, or any portion thereof, and withhold payment until the cause for such order has been eliminated. Contractor acknowledges and hereby agrees to refund any funds paid to Contractor for (i) Work and/or materials that does not conform Bosscat´s quality standards and that Bosscat order a different contractor to perform or correct including reordering of materials; and (ii) materials not paid by Contractor and charged directly to Bosscat or Bosscat´s customers.
Section 4. Contractor
4.1 Duties. The Contractor represents and warrants to Bosscat that it will perform, supervise, and direct the Work, in a diligent, careful, thorough, professional and workmanlike manner consistent with industry standards generally recognized for such Work and with Bosscat Guidelines set forth in Schedule II attached to this Agreement and made part of it by this reference. Contractor further represents and warrants to Bosscat that: (i) the Work shall at all times conform to all applicable drawings and specifications, and be free from defects; and (ii) it is in compliance with all applicable laws, including but not limited to all federal, state and local anti-corruption and anti-bribery laws; and is lawfully licensed, if required, in the jurisdiction where the Project is located and will comply with all laws applicable to the performance of the Work, including HOA rules. The Contractor will be and operate as an independent contractor in the performance of the Work and is solely responsible for and has control over construction and repairs means, methods, techniques, sequences, procedures, safety, personnel, entities, and for coordinating all portions of the Work under a WO. Contractor shall devote all necessary business time and effort to perform the Work. Contractor shall not take any business opportunity of Bosscat for himself or for any other person or entity. The number of WOs that Bosscat sends to Contractor is dependent on the quality of work and adherence to the above standards. Failure to follow directions as outlined in this Agreement and any WO will result in less job opportunities or removal from Bosscat contractor network.
4.2 Workers. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work required by a WO. The Contractor will not permit employment of unfit persons or persons not skilled in tasks assigned to them. The Contractor will be responsible to Bosscat and the direct owner of real property at which the Project is conducted (“Project Owner”) for the acts and omissions of the Contractor’s employees, Subcontractors of any tier, and their agents and employees, and any other persons or entities performing portions of the Work. Bosscat may provide written notice requiring the Contractor to remove from the Work any employee or other person carrying out the Work that Bosscat considers objectionable, at no change to the Project Sum or Project Time, and the Contractor will promptly comply.
4.3 Pre-Employment Screening: Bosscat may request that Contractor conducts, at its own expense, complete criminal background checks for all personnel pursuant to applicable federal, state, and local law prior to any worker starting work at a Project site (for the avoidance of doubt, such checks by the Contractor may have occurred prior to the date of this Agreement). The Contractor shall comply with all applicable federal, state, and local laws in the procurement and administration of criminal background checks and/or credit checks, and the analysis of such background check results. The Contractor agrees to apply nondiscriminatory standards of employment opportunity, and to comply in full with any and all requirements of federal law, regarding equal employment opportunity. Contractor, specifically, shall not discriminate by reason of any protected class against any of its employees or the selection of any Subcontractors. Without limiting the generality of the foregoing, with respect to pre-employment screening, the Contractor will ensure compliance with the Fair Credit Reporting Act and any applicable state or local laws governing the pre-employment screening process. Bosscat shall have the right to audit the Contractor’s compliance with this Section at any time upon reasonable notice.
4.4 Employment Eligibility Verification: The Contractor will verify and ensure that workers meet all requirements to work, and have all necessary permits, certifications, licenses, and/or documents, including but not limited to any forms required by the U.S. Citizenship and Immigration Services to be timely completed and kept by Contractor, in accordance with federal and state laws. The Contractor shall indemnify, defend and hold harmless Bosscat, its officers, and employees and the Project Owner from and against any liability which may be assessed against Bosscat, the Project Owner or the Contractor in connection with any alleged violation of Federal laws pertaining to the eligibility for employment of any employee or other individual performing Work under this Agreement.
4.5 Contact with Project Owner. Bosscat handles all communication with agents and Project Owners. Contractor shall not contact nor discuss any Work issue or detail with Project Owner. Any questions or comments that Contractor may have regarding the Work, this Agreement and/or any WO shall be directed to Bosscat. Contractor shall never provide its direct number to agents or Project Owners unless otherwise specified by Bosscat and shall direct them to call Bosscat with all pricing and invoice questions or concerns. Contractor shall NEVER discuss price, billing, or collect payments from Project Owner or agents. The Project Owner will be provided a final invoice from Bosscat after work is completed, at which time Project Owner can remit payment to Bosscat.
4.6 Contractor Business Costs and Expenses: Unless expressly authorized in advance in writing by Bosscat, the Contractor is solely responsible for all business-related costs and expenses it incurs as to it, its employees, and its performance of Work under this Agreement. Bosscat will not reimburse Contractor for any business-related expenses including but not limited to travel, meals, phone, lodging, transportation, fuel and tools incurred in its performance of any Work under this Agreement.
4.7 Warranty: The Contractor warrants that materials and equipment furnished under the Contract will be of good quality and new, that all Work will be performed in a skilled, high quality, and workmanlike manner, and that all Work will be free from defects and conform to the requirements of the Agreement. Work not conforming to these requirements, including substitutions or deviations from the applicable WO not properly approved and authorized by Bosscat, is defective.
4.8 Taxes and Fees: The Contractor will pay for all taxes and fees applicable to the Work, including any sales tax. The Project Sum will include those taxes and fees.
4.9 Legal Compliance: The Contractor will comply with and give all notices required by laws, ordinances, rules and regulations (including those imposed by a homeowner’s association or a planned community), and lawful orders of public authorities bearing on performance of the Work. If the Contractor performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations (including those imposed by a homeowner’s association or a planned community) or lawful orders of public authorities, the Contractor shall be responsible for any resulting penalties and the cost to correct the Work.
4.10 Permits and Fees: If a building permit is required for execution of the Work pursuant to a WO, the Contractor will secure and pay for the building permit (unless otherwise agreed in writing between Bosscat and Contractor). The Contractor will also secure and pay, as a part of the Project Sum, for all other permits, governmental fees, licenses, and inspections or reinspections necessary for proper execution and completion of the Work required by the applicable WO.
4.11 Submittals: The Contractor will review, approve, and submit to Bosscat with reasonable promptness shop drawings, product data, samples, and similar submittals required by the WO. The Work will be in accordance with approved submittals, but approved submittals will not change the requirements of the WO.
4.12 Clean-Up: The Contractor, at its cost, will keep all Project sites and surrounding areas, including curbs and driveways, free from accumulation of waste materials or rubbish caused by operations under the Contract on an ongoing basis. Contractor shall not use or store waste in any containers or garbage cans that belong to the Project Owner, or that are otherwise located near or at the Project sites. At the end of each day that Contractor performs Work at the Project site, Contractor shall remove all construction equipment, tools, machinery, and surplus materials from or around the Project site. Upon completion of the Project or earlier termination of this Agreement, Contractor shall remove all waste materials, rubbish, construction equipment, and surplus material from or around the Project site. If the Contractor fails to clean-up the Project site as provided herein, Bosscat, directly or indirectly, may do so at the Contractor’s cost. Any personal property or equipment that remains on the Project site during and after completion of a Project or earlier termination of this Agreement shall be deemed abandoned, and may be disposed of at Project Owner’s discretion.
4.13 Records: The Contractor will maintain and preserve for at least seven (7) years from the date of final payment under a WO all books, ledgers, records, documents, estimates, bidding documents, correspondence, logs, schedules, electronic data, and other evidence relating or pertaining to the costs incurred and/or performance of the Work in connection with that WO (“records”). Within five (5) days of Bosscat’s request, the Contractor will make available to Bosscat all records for inspection, audit, and reproduction (including electronic reproduction). In addition, the Contractor agrees to use reasonable efforts to cause any Subcontractors to employ record maintenance and production requirements consistent with this Section and cooperate with related requests from Bosscat.
4.14 Construction by other contractors. The Contractor will afford Bosscat and any separate contractors a reasonable opportunity for the introduction and storage of their materials and equipment and performance of their activities and will connect and coordinate the Contractor’s construction and operations with such separate contractors and the Bosscat´s forces. The Contractor will coordinate scheduling and cooperate with Bosscat and any separate contractors so that not to interfere, delay, obstruct or hinder any portion of the Work or the progress of the Project.
Section 5. Subcontractors.
5.1 Definition. A “Subcontractor” is a person or entity that has a direct contract with the Contractor to perform a portion of the Work at a Project site or to supply materials or equipment for use by the Contractor in performing the Work under a WO. A “Subcontractor of any tier” includes Subcontractors as well as lower-tier subcontractors and suppliers. Bosscat reserves the right to disapprove of any proposed Subcontractor of any tier and to require the Contractor to contract with entities as selected by Bosscat. Notwithstanding the foregoing, Bosscat will make reasonable efforts to honor any non-circumvent agreements in place between Contractor and Subcontractors of any tier.
5.2 Contracts. Contracts between the Contractor and Subcontractors will require each Subcontractor to be bound to the Contractor by the terms of the WO and this Agreement for the Work to be performed by the Subcontractor and to assume toward the Contractor all the obligations and responsibilities that the Contractor, by the WO and this Agreement, assumes toward Bosscat. The Contractor is solely responsible for paying any Subcontractors retained by the Contractor. All contracts with Subcontractors for portions of the Work shall be in writing and contain clear scopes of work. Bosscat reserves the right to approve of the form of all such contracts with Subcontractors and to require receipt of such executed contracts before the Subcontractors may commence work.
Section 6. Liens. The Contractor will keep title of the property where the Work is taking place free and clear of all liens. The Contractor will obtain valid releases of liens or agreements in a form acceptable to Bosscat from all potential lien claimants prior to issuing payment to potential lien claimants. The Contractor, as further described below, will promptly pay (and secure the discharge of any liens asserted by) all persons properly furnishing labor, equipment, materials, or other items in connection with the performance of the Work for which Bosscat has paid (including, but not limited to, any Subcontractor of any tier or other person or entity). The Contractor will furnish to Bosscat such releases of liens and claims or agreements as Bosscat may request from time to time to evidence such payment (and discharge). To the extent permitted by law, Contractor on behalf of itself and for its Subcontractors agrees that no laborer, materialmen or mechanics’ lien will be filed or recorded against the Project and Contractor does hereby expressly waive, release and relinquish all rights to file, record and maintain such liens. Contractor shall provide final lien releases from Contractor, Subcontractors, and any Subcontractors of any tier in a form acceptable to Bosscat or the appropriate statutory form (if any) for Works with Project Sum greater than $1,000. If required by Bosscat the Contractor shall furnish: (a) satisfactory evidence as to the kind and quality of materials and equipment, and (b) lien waivers from Contractor, Subcontractors, and any Subcontractors of any tier.
Section 7. Time, Delays.
7.1 If, through no fault of the Contractor or a Subcontractor of any tier, the Work required by a WO is delayed by (a) changes ordered in the Work by Bosscat; (b) unanticipated general labor disputes on a national scale; (c) fire, abnormal adverse weather conditions not reasonably anticipatable; (d) unavoidable casualties; or (e) delays caused by Bosscat, the Project Owner or its separate contractors (altogether the “Work Interruptions”), then the Project Time set forth in the applicable WO will be extended by a Bosscat change directive, to the extent the critical path is affected; provided, however, that the Contractor shall not be entitled to an extension in the Project Time unless the Contractor provides Bosscat with written notice of the cause(s) of such delay within three (3) days of the commencement of the event giving rise to such delay and provides sufficient evidence that the Contractor (i) could not have anticipated or avoided the delay and (ii) that the Contractor has used all available resources to mitigate the consequences thereof. The Contractor acknowledges that the failure to provide the above written notice within the time period contained herein shall constitute a waiver of the Contractor’s right to an extension in the Project Time in event of delay. Notwithstanding anything to the contrary herein, if a delay was caused by the Contractor, a Subcontractor of any tier, or anyone acting on behalf of any of them, the Contractor is not entitled to an increase in the Project Time or the Project Sum. To the fullest extent permitted by law, contractor specifically waives any right to recover direct, indirect, consequential, impact or other costs, expenses, or damages, including but not limited to delay damages, costs of acceleration, inefficiency, loss of organization, loss of profits, job site or home office overhead, labor or material escalation, or deterioration of materials, caused by any Work Interruption.
7.2 CONTRACTOR ACKNOWLEDGES AND AGREES THAT THE TIMELY COMPLETION OF THE WORK REQUIRED BY A WO IS ESSENTIAL TO BOSSCAT. Bosscat may incur serious and substantial damages if completion of the Work required by a WO does not occur by the required Completion Date specified in the WO.
Section 8. Completion and Payment.
8.1 Completion. Completion is the stage in the progress of the Work required by a WO when the Work is complete, in accordance with the WO and this Agreement. Contractor shall take pictures and log notes for EACH AND EVERY completed repair. The pictures and notes are to be uploaded by Contractor through the Bosscat app. If the app is not cooperating for some reason, Contractor shall contact its Field/Success Manager for alternative options. Contractor will not receive payment until ALL pictures and notes are provided. Immediately before the Completion Date, a representative of Bosscat will conduct an inspection of the Work and will submit to Contractor a list of items to be completed and/or corrected (the “Punch-list Items”) within the Project Time. The Contractor will also supply and install any items missed by the inspection but required or necessary for completion, notwithstanding them not being recorded during the inspection tour. Bosscat does not waive its rights to complete unfinished Work or correct defective Work itself or with another contractor that was not otherwise identified during the inspection tour at the Contractor’s cost as further provided below. If the Contractor fails to complete any or all of the Punch-List Items within the Project Time, upon two (2) days’ notice to the Contractor, Bosscat will have the right (but not the obligation) to take over performance of such Bosscat Work at the Contractor’s cost.
8.2 Payment. After the Work required under a WO has been fully completed, the Contractor will notify its Field/Success Manager and submit all items for completion (including, without limitation, all pictures and notes, final lien releases from Contractor, Subcontractors, and any Subcontractors of any tier in a form acceptable to Bosscat or the appropriate statutory form (if any) for Works with Project Sum greater than $5.000, final closeout documents, and proof of closure of all applicable permits) (the “Request for Final Payment”), or pursuant to any other method or platform as Bosscat may determine from time to time. Contractor will receive an email invite to Contractor´s direct deposit system, “bill.com.” For WO fully completed (with notes and pictures uploaded for every item), Bosscat will approve or disapprove the Request for Final Payment within two (2) business days of receipt and pay approved Requests for Final Payment within fifteen (15) days from such approval. If the total Project Sum for that week is over $5,000, payment will be delayed by two business days due to bank processing. The Contractor shall pay each Subcontractor the amount that the Subcontractor is owed for the applicable Work no later than seven (7) days after receipt of payment from Bosscat. Bosscat may, at its discretion, issue joint checks to the Contractor and to any Subcontractor for Work performed. Bosscat may also, at its discretion, issue payment directly to any Subcontractor for Work performed by that Subcontractor and deduct such payment amount from any invoices owed to the Contractor.
If any Subcontractor of any tier refuses to furnish a release or waiver required by Bosscat, Bosscat may retain from the Contractor under that WO or any other WO (including any completed WO for which Contractor has submitted a Request for Final Payment) the amount claimed or potentially claimed by the Subcontractor so as to defray the cost of foreclosing the lien claim or potential lien claim and to pay for Bosscat’s attorneys’ fees, the total of which will be no less than one hundred fifty percent (150%) of the amount claimed. If any such lien claim or potential lien claim remains unsatisfied after all payments are made, the Contractor will refund to Bosscat all money that Bosscat may be compelled to pay in discharging such lien claim or potential lien claim, including all costs and reasonable attorneys’ fees. Alternatively, Bosscat may require the Contractor to resolve and remove any claim, lien, potential claim, or encumbrance (by payment or otherwise) within five (5) business days of Bosscat’s request. If the Contractor fails to do so, and without limitation as to the other remedies available to Bosscat, Bosscat may obtain a bond, make any payment, or take any other action Bosscat deems necessary to remove such claim, lien, potential claim, or encumbrance (without being responsible for investigating the validity thereof), at the Contractor’s expense (which Bosscat may effectuate by withholding payment to the Contractor for work performed under any other WO), including all of Bosscat’s costs and attorneys’ fees. Bosscat’s right to withhold payment to the Contractor for Work performed under any WO also applies to the extent Bosscat incurs any cost to complete unfinished or rejected Work or to correct defective Work after the Completion Date of any other WO as otherwise set forth in this Agreement, which Bosscat may perform itself or with another contractor.
8.3 Acceptance of payment by the Contractor under a WO will constitute a waiver of claims related to that WO, except those previously made in writing and identified in writing as unsettled on the Contractor’s final invoice. Bosscat’s failure to exercise any of its rights under the Agreement will not constitute a waiver of any past, present, or future right or remedy. Any waiver by Bosscat of any right or remedy under the Agreement must be in writing and will apply only to the right or remedy specified.
8.4 The Contractor warrants and guarantees that title to Work, materials, appliances, fixtures, furniture, and equipment covered by an invoice and any warranties or guarantees related thereto, whether or not incorporated in the Project, will pass to Bosscat no later than the time of payment, free and clear of liens.
Section 9. Correction of Works. Upon Bosscat’s request, the Contractor will promptly complete or correct Work rejected or failing to conform to the Agreement or WO (in Bosscat’s reasonable discretion) at no additional cost. Bosscat reserves the right to correct or complete any Work that is not in accordance with the Agreement or WO (in Bosscat’s reasonable discretion) at the Contractor’s cost. Should Bosscat correct or complete any such Work, Bosscat shall have the right to withhold the costs it incurs from any payment owed to the Contractor for work performed under any other WO or Project Contractor is performing for Bosscat. Bosscat’s correction or completion of any such Work (even through another contractor) shall not affect or void the warranty of Contractor’s Work or other correction obligations under this Agreement. The failure of Bosscat, a third-party inspector, or a homebuyer to identify any defects in the Work shall not relieve Contractor of its responsibility to perform the Work in accordance with the requirements of this Agreement. The foregoing shall not limit in any manner the warranty and other obligations of Contractor under this Agreement or as required by law. Nothing in this Section will establish a period of limitation with respect to other obligations that the Contractor might have under the Agreement and WO.
Section 10. Protection of Persons and Property.
10.1 Safety: The Contractor will be solely responsible, and Bosscat will not have responsibility, for all aspects of safety related to the Contract, the Project, and the Work. The Contractor will take reasonable precautions for the safety of, and will provide reasonable protection to prevent damage, injury or loss to, persons or property.
10.2 Compliance: The Contractor will give notices and comply with applicable laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury, or loss. The Contractor will promptly remedy damage and loss to property at a Project site caused in whole or in part by the Contractor, a Subcontractor of any tier, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 4.11.
10.3 Risk: The Contractor will bear the risk of any loss, damage, or destruction of its own property, including without limitation its tools, trailers, and equipment, whether rented or owned, to the extent that they will not be incorporated in the Work. Contractor acknowledges and agrees that Bosscat shall not be liable to Contractor or any Subcontractors for any personal items left at the Property.
10.4 Drug and Alcohol Policy and Testing: The Contractor acknowledges that the use, possession, distribution, or sale of illegal drugs and controlled substances including, without limitation, alcohol, in and around the Project site is strictly prohibited. The Contractor shall maintain a Drug and Alcohol-Free Workplace policy, and shall promptly notify Bosscat of any violations of this policy. The Contractor acknowledges that individuals found in violation of this policy shall be immediately removed from and/or prohibited from entry to the Project site, and, when warranted, such individuals will be prohibited from future work on WOs with Bosscat, and may be reported to the appropriate law enforcement agencies. Bosscat reserves the right to audit the results of any drug or alcohol tests conducted, and to audit the Contractor’s compliance with this provision, and to request, in its discretion, regular or randomized drug and/or alcohol testing of the Contractor’s employees and other persons carrying out the Work required by a WO. The Contractor shall promptly notify Bosscat of any failed results of alcohol or drug tests. The Contractor agrees to apply nondiscriminatory standards of employment opportunity, and to comply in full with any and all requirements of federal law, regarding equal employment opportunity, in carrying out the requirements under this Section.
10.5 NPDES, SWPPP and Dust Control: As part of the Work, the Contractor shall comply with any pollution discharge elimination system (“NPDES”) permit, any storm water pollution prevention plan (“SWPPP”) and any dust control plan or permit for a Project and, if requested by Bosscat, provide all items necessary to conform and comply with such plans and permits for the Project, including, without limitation, implementation of all necessary best management practices to reduce discharge of pollutants and all necessary and reasonably available control measures required to reduce or eliminate and abate dust generation.
10.6 Hazardous Substances: The Contractor shall not, in connection with this Agreement, the Work or any Project, use, possess, handle, transport, emit, release, dispose of or discharge any Hazardous Substances (as defined below), except as permitted by and in strict compliance with this Agreement and all applicable Laws including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1801 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the OSH Act; and the Safe Drinking Water and Toxic Enforcement Act of 1986, as amended, and all applicable state and local laws governing Hazardous Substances (collectively, “Hazardous Substances Laws”). “Hazardous Substances” means any hazardous, toxic or dangerous substances, materials, wastes or chemicals, or any wastes, contaminants or pollutants, including without limitation, any of the foregoing defined or described in or regulated by any Hazardous Substances Law or other applicable law. The Contractor shall, at its sole expense, provide any and all notices and warnings required under Hazardous Substances Laws with respect to any Hazardous Substances that the Contractor or any of its Subcontractors uses, possesses, handles, transports, emits, releases, disposes of or discharges in connection with this Agreement, the Work and the applicable Project. The Contractor shall not store any Hazardous Substances at any Project.
Section 11. Confidential Information and Privacy. All information, materials or documents in any way regarding or relating to Bosscat or any of its affiliates or their respective businesses including, without limitation, any information requested by or provided to Contractor in any form, and all information developed or obtained by Contractor and any information derived from, based on or otherwise arising out of any of the foregoing, including, but not limited to, customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Bosscat and its business (regardless of form, but specifically including all electronic files and data of the Bosscat) (collectively, “Confidential Information”) shall: (i) be and at all times remain the sole and exclusive property of Bosscat and/or its affiliates, as applicable; (ii) not be used by Contractor for any reason or purpose except in direct connection with Contractor's performance of its duties and obligations under this Agreement; and (iii) not, without the express prior written consent and approval of Bosscat in each instance, be disclosed by Contractor in whole or in part to any person or entity. If the confidentiality, integrity, or privacy of the Confidential Information is compromised in any way or is suspected of being compromised, Contractor will notify Bosscat immediately. All services required for restoration of Confidential Information due to Contractor’s failure to perform its obligations hereunder shall be provided at no additional charge to Bosscat. Upon termination, expiration, non-renewal, or rescission of this Agreement, Contractor will return and/or destroy upon request by Bosscat, all Confidential Information, whether maintained on Contractor’s computers, hard copy, or other form, to Bosscat at no additional charge. Contractor acknowledges that money damages would be an inadequate remedy for the injuries and damage that would be suffered by Bosscat in the case of Contractor's breach of this Section. Therefore, Bosscat, besides any other remedies it may have at law or in equity (including, without limitation, the right for Bosscat to seek both direct and indirect monetary damages), shall be entitled to injunctive relief to enforce the provisions of this Section. Contractor's duties and obligations under this Section shall survive the termination or cancellation of this Agreement for any reason. Notwithstanding anything to the contrary herein, Contractor's liability for any breach of this Section shall not be subject to any limitation of liability provision contained elsewhere in this Agreement. Contractor agrees that each Contractor employee and permitted subcontractors shall execute an agreement whereby Bosscat is an express third party benefiting of such Agreement a copy of such agreement shall be provided to Bosscat upon Bosscat’s request.
Section 12. Insurance, Licenses and Certifications.
12.1 Insurance. Contractor agrees to obtain and maintain, at its own expense, all insurance policies and coverages that are required by law or by any federal, state or local or regulatory entities throughout the term of its engagement with Bosscat. Regardless of whether such insurance policies and coverages are required by law, Contractor agrees to obtain and maintain, at its own expense, the insurance coverage set forth on Schedule I (as applicable) attached to this Agreement and made part of it by this reference. Contractor shall ensure that Bosscat is named as an additional insured on all insurance coverages during the time that Contractor is performing the Services. Contractor shall also furnish Bosscat with proof of all insurance coverages prior to the commencement of the Work and upon request by Bosscat.
12.2 License and Certifications. Contractor agrees to obtain and maintain, at its own expense, all certifications, permits, or licenses required by law or by any federal, state or local licensing or regulatory entities throughout the term of its engagement with Bosscat, prior to performing Work under this Agreement and any Work Order or Change Order, including any firm, renovator, inspector, and/or risk assessor certifications required by US EPA’s Lead Renovation, Repair and Painting Rule and applicable state requirements, if needed. Contractor shall furnish Bosscat with proof of all valid licenses and certifications prior to the commencement of the Work and upon request by Bosscat.
(a) Renovations, Repair, and Painting of Pre-1978 Homes. If Contractor will be performing Work that may disturb lead-based paint in residential properties built before 1978, Contractor shall maintain any required certifications, use certified renovator(s) who are trained by US EPA or state-approved training providers, use only employees trained by the certified renovator(s), follow all required work practices, ensure that all Work complies with applicable law, maintain all records required by law for a period of at least three years, and submit a copy of Contractor´s renovation firm certification to Bosscat prior to beginning the Work. Upon completion of the Work, Contractor shall require its assigned certified renovator to submit an RRP Rule Compliance Certificate. Upon request, Contractor must furnish copies of any requested documents that were required to be retained by Contractor under applicable law.
(b) Lead Testing of Pre-1978 Homes. If Contractor will be performing lead testing at a residential property built before 1978, it shall comply with all applicable rules related to lead testing, including assigning a certified inspector or risk assessor to complete the testing. Upon completion of the testing, Contractor shall provide Bosscat with copies of the test results, and the inspector’s/risk assessor’s determination report.
Section 13. Independent Contractor, No Employment Agreement. Contractor shall at all times be an independent contractor and nothing in this Agreement shall at any time be construed so as to create the relationship of employer and employee, principal and agent, partnership or joint venture as between Contractor and Bosscat. Contractor shall have the entire charge, control and supervision of his performance of the Services. Contractor shall have no authority to bind Bosscat to any contractual or other obligation whatsoever. Bosscat shall not in any manner be answerable or accountable for: (i) any violation by Contractor of any federal, state or local laws, regulations, ordinances, rules or orders; or (ii) for any injury, loss or damage arising from or out of any act or omission of Contractor. CONTRACTOR HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS NOT, AND WILL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO BE, A CONTRACT OF EMPLOYMENT BETWEEN BOSSCAT AND CONTRACTOR.
Section 14. Non-Circumvent. Contractor agrees that, during the term of this Agreement and for one (1) year after the Termination Date, Contractor shall not, directly or indirectly, whether on Contractor’s own behalf or as a principal or representative of any person or entity, solicit or induce or attempt to solicit or induce any customer of Bosscat with whom Contractor had contact as a result of Contractor’s engagement with Bosscat, to terminate the customer’s relationship with Bosscat or to enter into any relationship with Contractor or any other person or entity.
Section 15. Non-Solicitation. Contractor agrees that, during the term of this Agreement and for one (1) year after the Termination Date, Contractor shall not, directly or indirectly, whether on Contractor’s own behalf or as a principal or representative of any person or entity, solicit or induce or attempt to solicit or induce any employee or independent contractor of Bosscat with whom Contractor had contact as a result of Contractor’s engagement with Bosscat, to terminate his or her employment or other engagement with the Bosscat or to enter into an employment or an independent contractor engagement with Contractor or any other person or entity
Section 16. Warranties. Contractor represents and warrants that: (i) Contractor’s performance of the Work shall not violate: (a) any applicable treaty, compact, law, rule, ordinance, regulation or order, (b) any contracts with third parties, or (c) the rights of any person or entity in or to any patent, trademark, trade name, copyright, trade secret, license or other proprietary or similar right; (ii) the Services shall be performed by Contractor in a professional and workmanlike manner; (iii) Contractor is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary provision, and is not aware of any claim for the filing of an involuntary petition, and (iv) neither the acceptance of this Agreement nor its performance will directly or indirectly violate or interfere with the terms of another agreement to which Contractor is a party, nor will Contractor enter into any agreement the execution or performance of which would violate or interfere with this Agreement.
Section 17. Indemnity. Contractor shall, to the fullest extent permitted by law, indemnify, defend and hold harmless Bosscat and all of its affiliates, subsidiaries, parents, members, partners and joint venture partners and each of their respective owners, officers, shareholders, attorneys, employees, agents, the Project Owner and each other person or entity that owns, directly or indirectly, an interest in the Project (collectively, the “Indemnitees”) from and against all claims, losses, damages, demands, suits, injuries and liabilities, including all costs of litigation, mediation, arbitration and attorneys’ fees, arising from or relating to (i) Contractor’s performance of, or failure to perform, any of its obligations under this Agreement to the satisfaction of Bosscat; (ii) any damage suffered or experienced by the Indemnitees relating to the Work performed by Contractor; (iii) the death of, or injury to, any person which resulted from any act or omission of Contractor or Contractor’s employees or agents or Subcontractors; (iv) any damage to any property which resulted from any act or omission of Contractor or Contractors employees or agents or Subcontractors; and (v) the breach of any warranty made by Contractor under this Agreement.
Notwithstanding and in addition to the other indemnification provisions contained in this Agreement, Contractor shall defend and hold Indemnitees harmless from any and all claims or liabilities brought by any individual or entity that is employed, contracted with, or otherwise retained by Contractor to provide the Work. Specifically, but not by way of limitation, Contractor agrees to indemnity, defend and hold Bosscat and all of its affiliates, subsidiaries, parents and joint venture partners and each of their respective owners, officers, shareholders, attorneys, employees and agents harmless from and against any and all claims, actions, charges, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, promises, demands or liabilities (including investigation costs, settlement fees and reasonable attorneys’ fees) of whatever type or nature, arising out of or related to (i) any claim for employment discrimination or wrongful treatment or termination; (ii) any claim for unpaid wages or benefits; (iii) any claim for worker’s compensation or personal injury arising within or outside the scope of employment; (iv) any claim for unemployment compensation; or (v) any other claim under any federal, state or local statute, regulation, ordinance or common law.
Section 18. Limitation of Damages. UNDER NO CIRCUMSTANCES WILL BOSSCAT BE LIABLE TO CONTRACTOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, STATUTE OR UNDER ANY OTHER LEGAL OR EQUITABLE PRINCIPLE OR OTHERWISE, ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, AND REGARDLESS OF WHETHER BOSSCAT HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.
Section 19. Notices. All notices and other communications hereunder (except day-to-day communications regarding ongoing projects) shall be in writing, delivered to Bosscat to 22 Westedge Street, Suite 510, Charleston, South Carolina 29403, Attention Vendor Management, with a copy to vendormgt@Bosscatusa.com, and to Contractor to the address and email included by Contractor when signing up to PuncList PRO Application and shall be deemed given: (a) upon receipt if delivered personally or if mailed by registered or certified mail, return receipt requested and postage prepaid or (b) at noon on the business day after dispatch if sent by a nationally recognized overnight courier; and (c) if such notice is to Bosscat, when (a) or (b) has occurred and a copy is sent and received by e-mail.
Section 20. Governing Law. This Agreement and the respective rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws provisions.
Section 21. Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto; provided, however, that Contractor may not subcontract or assign this Agreement. Any purported assignment in violation of this Section is void. Bosscat may assign this Agreement to any third party without Contractor’s consent.
Section 22. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.
Section 23. Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH MAY ARISE OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.
Section 24. Compliance with Law. Contractor agrees that it shall at all times fully comply with all laws, statutes, ordinances, rules, regulations and orders applicable to the Work and this Agreement.
Section 25. No Waiver. All rights available to either party under this Agreement or any other document delivered hereunder or in connection herewith, or allowed it by law or equity, are and shall be cumulative and may be exercised separately or concurrently and from time to time without waiver of any other remedies. Neither party shall be deemed to have waived any right, power or privilege under this Agreement unless such waiver shall have been expressed in a written instrument signed by the waiving party. The failure of either party hereto to enforce any provision of this Agreement shall in no way be construed as a waiver of such provision or a right of such party to thereafter enforce such provision or any other provision of this Agreement.
Section 26. Names. Contractor shall not use Bosscat's or any of Bosscat's affiliates' names, marks, logos or other designations for any reason without Bosscat's express prior written consent in each instance; and all such names, marks, logos and other designations of Bosscat shall at all times be and remain the sole and exclusive property of Bosscat.
Section 27. Construction. Enumeration and Headings. Unless the context of this Agreement otherwise clearly requires: (i) references in this Agreement to the plural include the singular, the singular the plural, the masculine the feminine, the feminine the masculine and the part the whole; and (ii) the word "or" shall not be construed as exclusive and the word "including," "includes," and "included" shall not be construed as limiting. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
Section 28. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to said subject matter.
Section 29. Audit Rights. Contractor hereby grants to Bosscat, the right to, directly or indirectly through independent auditors of its choosing: (i) access any premises used by Contractor to provide the Work or from where the Work is managed or administered; and (ii) access to the data and records relating to the Work provided hereunder, in order to audit Contractor’s compliance with this Agreement. The audit shall be carried out with reasonable prior notice, during the regular business hours of Contractor and in such a way to cause as little disruption as is reasonably possible to the performance of the Services. Bosscat and its auditors will comply with reasonable security and confidentiality requirements when accessing facilities or other resources owned or controlled by Contractor. Contractor shall provide Bosscat, its auditors, and their respective employees and contractors with all cooperation and assistance in relation to any audit, investigation or monitoring.
Section 30. Survival. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 3, 4, 5, 6, 7, 8, 10, 12, 13, 14, 16, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27 and 28 of this Agreement, as well as any other provision which contemplates performance or observance by Contractor subsequent to any termination or expiration of this Agreement, shall survive the delivery of the Services and/or termination of this Agreement by any party and continue in full force and effect.
Schedule I
Insurance
1.1. General Requirements. Prior to its commencement of any Services on any Project, Contractor acknowledges and understands that it shall: 1) at its sole expense, fully comply with the terms of this Schedule I; and 2) cause its subcontractors to do the same. All insurance and the coverages required in this Schedule I shall be maintained by Contractor continuously throughout Contractor’s performance of the Work and Contractor is encouraged to maintain any other insurance and coverage that may be of application to the Work provided under this Agreement. The types of insurance and the coverage amounts set forth in this Schedule I are the minimums required by Bosscat. Contractor is free to procure additional insurance or additional coverages at its discretion. Subject to these general requirements, Contractor agrees to procure and maintain the following insurance and coverages throughout Contractor’s performance of the Services:
1.1.1. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance, including Employer’s Liability at a minimum limit of $1,000,000 for all persons whom it employs in carrying out the Services under this Agreement. Such insurance shall be in strict accordance with the requirements of the most current and applicable Workers’ Compensation Insurance Laws in effect from time to time at the Project site.
1.1.2. Commercial General Liability Insurance. At all times during the performance of all onsite and offsite Services on any Project for Bosscat, Contractor shall maintain Comprehensive or Commercial General Liability Insurance (“CGL”) on an “occurrence basis,” with reasonably acceptable deductibles, not to exceed $25,000, with a single occurrence limit for bodily injury and property damage of $1,000,000 and project aggregate limit of $2,000,000, or limit carried whichever is greater, covering operations, independent contractors, products and completed operations, contractual liability specifically covering the indemnification contained in this Agreement, broad form property damage including with respect to completed operations, severability of interest and cross liability clauses, prior acts exclusion stating the General Liability policy shall not include any limitation of coverage and/or exclusion including but not limited to prior acts exclusion and/or condominium/detached housing exclusion, personal injury and explosion, collapse and underground hazards (X, C, U). The limits of liability specified in this Article may be provided by any combination of primary and excess liability insurance policies. Contractor shall name Bosscat and the Project Owner as additional insureds on all such policies in effect during the performance of Services at the Project.
1.2. Additional Insured. The liability insurance coverages set forth, except Workers’ Compensation (if applicable), required for performance of the Services and any other obligations of Contractor under this Agreement shall include Indemnitees including, but not limited to Bosscat and Project Owner as additional insureds but only with respect to the Contractor’s Services to be performed under each Work Authorization Form. Coverage shall be primary and non-contributory with any other insurance and self-insurance.
1.3. Certificates of Insurance. Prior to beginning any Services on any Project, Contractor shall provide evidence that such insurance is in full force by furnishing Bosscat with a certificate of insurance, or certified copies of the above policies. Each certificate of insurance or policy shall contain an unqualified clause to the effect that the policy shall not be subject to cancellation, nonrenewal, adverse change, or reduction of amounts of coverage without thirty (30) days’ prior written notice to Bosscat. All insurance certificates and policies shall be submitted prior to the performance of any Services on the premises of any Project. All certificates and policies shall contain provisions for a thirty (30) day prior written notice to Bosscat and other certificate holders of any pending change or cancellation. In the event Contractor becomes uninsured for any liabilities specified, such shall be considered a default and material breach under this Agreement.
1.4. Evidence of Insurance. As evidence of insurance coverage specified by this Article, Contractor shall deliver to Bosscat copies of certificates of insurance and endorsements issued by Contractor’s insurance carrier(s) showing all such policies in force for the period of time for the performance of Services at any Project. Bosscat reserves the right to require Contractor to submit for Bosscat’s review certified policies of insurance. Each policy and certificate shall be subject to approval by Bosscat, and shall provide that such policies shall not be subject to material alteration to the detriment of Bosscat or Contractor or cancellation without thirty (30) days’ notice in writing to be delivered by registered mail to Bosscat’s office. Should any policy expire or be canceled before the completion of the Services under this Agreement, and Contractor fails immediately to procure other insurance as specified, Bosscat reserves the right, but shall have no obligation, to procure such insurance and to deduct the cost thereof from any sum due Contractor (or withhold said payments) under this Agreement, including under any Work Authorization Form.
1.5. Insurance Rating. All Insurance described under this Article to be carried by Contractor will be maintained by Contractor at its sole expense with insurance carriers licensed and approved to do business in Georgia and the state of the Project (if different), having a general policyholders rating of not less than an “A” and financial rating of not less than “XI” in the most current Best’s Key Rating Guide. In no event will such insurance be terminated or otherwise allowed to lapse prior to termination of this Agreement, or such longer period as may be specified herein. Should Contractor fail in whole or in part to comply with any of the requirements set forth in this Section, such a failure shall be deemed a default and a material breach of this Agreement, thereby entitling Bosscat to all available legal remedies. Contractor may provide the insurance described in this Section in whole or in part through a policy or policies covering other liabilities and projects of Contractor; provided, however, that any such policy or policies shall: (a) allocate to the applicable Project(s) the full amount of insurance required hereunder; and (b) contain, permit or otherwise unconditionally authorize the waiver contained in Section 1.10 below.
1.6. Waiver of Subrogation. Contractor hereby waives all rights against Bosscat and each Project Owner for damages caused by fire and other perils and risks to the extent covered by Contractor’s required policies of insurance. All policies of insurance required herein shall contain a provision under which the insurance carrier waives its right of subrogation with respect to Bosscat and each Project Owner.
1.7. Damages. The carrying of the insurance as specified herein shall not be construed to be a limitation of liability on the part of Contractor, nor shall it relieve Contractor from any liability to Bosscat as a matter of law.
1.8. Primary Endorsement. With respect to the additional insured endorsement to be provided to Bosscat and each Project Owner pursuant to this Article, the following language must be included on the additional insured endorsement: “This Insurance is primary and any other insurance maintained by such additional insureds is noncontributing with this insurance with respect to claims or liability arising out of or resulting from the acts or omissions of the named insured, or of others performed on behalf of the named insured”.
1.9. Relationship of Coverage. Contractor’s insurance shall be considered primary to any policies held or procured by Bosscat and/or the Project Owner for the project, and Bosscat/Project Owner’s policies shall be considered excess to Contractor’s policies. Further, the insurance required pursuant to this Article shall, as far as applicable, specifically insure Contractor’s obligations pursuant to Article, and all other contractual obligations under this Agreement.
1.10. No Waiver. If Bosscat fails to enforce any of these insurance requirements during the performance of the Services by Contractor, such failure shall not constitute a waiver of such requirements, nor shall any waiver of any provisions hereof be effective unless made in writing and signed by Bosscat.
Schedule II
Bosscat Guidelines
Contractor (referred to as “you”) shall comply with the following Bosscat (referred to as “we”) guidelines:
Upon arrival at the job site:
Always dress and act appropriately. Clean clothing, no holes, work boots, etc. No smoking, drugs, alcohol, weapons, firearms, or inappropriate and/or lewd commentary are allowed at any time while on site.
Always arrive on time as specified in your work order. If you are running late for any reason, contact your Field/Success Manager as soon as safely possible so that we can notify the Project Owner.
Always knock or ring the doorbell before starting any work. Identify yourself, that you are with Bosscat, and ask if they have any questions about what repairs are being done. It is helpful to have the work order printed out for reference.
An adult (+18 years old) must be present to enter into any occupied home. Do not enter if there is no adult at home. When an unaccompanied person with diminished capacity is present, the same guidelines for an unaccompanied minor shall apply. For the purposes of this guidelines, a person with diminished capacity shall include any person who is noticeably intoxicated or under the influence or is acting in a manner that indicates they are not capable of making reasonably informed decisions.
Do NOT enter an occupied property when the resident is not present. If a resident is not present, please contact your Field/Success Manager.
“Check in” via the work order in the Pro Application upon arrival at a job
Do NOT park on the driveway
Completing the Work:
Upon arrival, review thoroughly and accurately document the condition of the property and review the entire WO and confirm quantities for each item, and any need for change orders. If a repair is going to cost more than originally estimated, we must adjust pricing and approve changes with the Project Owner first. Contact your Field/Success Manager immediately to go over the pricing changes so we can obtain approval. Bosscat will be in contact with the client and keep you updated on their response.
Make sure to read both the item title as well as the item description thoroughly prior to beginning a repair. If you are unsure about what repairs are needed for a specific item, contact your Field/Success Manager to discuss and come up with a plan.
Maintain a clean and orderly job site at all times while completing the job.
Mark items as “Complete” and upload pictures and notes to Bosscat app as you complete each line item. This allows your Field/Success Manager to keep track of the status of the project throughout the day.
NEVER discuss pricing or change orders with the Project Owner, homeowner, or 3rd party. Always contact Bosscat and we will relay your findings to the Project Owner.
NEVER complete any repairs that are not on the repair list provided by Bosscat unless otherwise discussed. Even if the Project Owner asks you to complete a minor repair that you can do at no charge, this must be reported to your Field/Success Manager prior to completing any work.
If applicable, all Work needs to be performed pursuant to the applicable code.
Complete work completely and correctly.
Work professionally with other vendors at all times.You are prohibited from requesting or using any resident- owned property.
Safety while on site:
Keep your work area safe and as clean as possible throughout the day, and in compliance with OSHA guidelines. All tools must be put away, all messes cleaned up, and work brought to a stopping point by the time that city ordinances require to. Always leave the job site in like kind (or better) condition as you found it.
Always be aware of any potential safety issues such as gas smell, structural emergency, pests/rodents, etc., and report these issues to your Field/Success Manager as soon as possible. Never begin work at a property where you feel unsafe or uncomfortable.
If a Project Owner is on-site and being aggressive/hostile, not allowing you to properly get the work accomplished, or incorrectly telling you how to complete repairs, please remain calm, remove yourself from the site, and contact your Field/Success Manager immediately. We will contact the Project Owner to discuss.
Bring any safety concerns immediately to contact your Field/Success Manager.
All animals have the potential to bite without warning and therefore, can cause harm to those around them. You must request that any animal(s) present at the property, be secured in such a way that prevents access to you prior to entering the property. If the resident refuses to secure an animal, you shall not enter the property and need to immediately contact your Field/Success Manager to resolve the issue with the resident.
Threats:
Imminent Threat
If you are confronted with what you perceive to be illegal activity, an imminent threat to your personal safety, or the safety of the property, you will immediately leave the property, contact emergency authorities as applicable, and alert your Field/Success Manager through our service department for work orders.
Some examples of behavior that is an imminent threat include, but are not limited to: - Illegal narcotic manufacturing (i.e., marijuana growing or methamphetamine production)
- Evidence of human trafficking
- Open threats or physical violence
- Destruction of the Landlord’s assets
- Verbally abusive behavior
- Unsecured-dog or another animal, that appears dangerously aggressive - Kerosene or other combustion-fueled space heaters
Use of the property for any other illegal or dangerous purpose.
Distant Threat
If you are confronted with what they believe to be a distant threat to your personal safety or the safety of the property, you will immediately discontinue work and notify your Field/Success Manager and wait for further instruction.
Examples of behavior considered to be a distant threat include, but are not limited to: - An excessive number of occupants living in the property
- Damage to the property (i.e., excessive trash, hoarding, infestations, unreported intrusions, unauthorized alterations)
- Litigious threats directed toward you (i.e., “We are going to sue you” or “We are going to call our attorney”)
- A secured animal which is a restricted breed (i.e., Pit Bulls, Staffordshire Terriers, Rottweilers, German Shepherds, Chow Chows, Doberman Pinschers, Akitas, Wolf- hybrids), or which appears dangerously aggressive or that may be exotic or restricted by applicable law in nature.
In the event a squatter or illegal occupancy is suspected, you will first reach out to your Field/Success Manager.
- You must not act until your Field/Success Manager gives approval; this will generally begin by contacting local authorities for further direction.
- Once authorities have reviewed, you will ensure your Field/Success Manager is communicated the update and will wait for further direction.
- Under no circumstances will you attempt to display signage that is not approved by your Field/Success Manager.
- Under no circumstances will you try to physically remove anyone from the property.
- You will only remove belongings from the property once approved by local authorities and your Field/Success Manager.
- If the scenario appears unsafe for any reason, you will remove themselves and continue to contact local authorities as applicable.
Threats to Third Parties
If you witness or believe you may have witnessed activities at a property that constitute threats to third parties, you should immediately discontinue work, contact emergency authorities as applicable, and notify the your Field/Success Manager and wait for further instruction.
Examples of threats to third parties include, but are not limited to:
- Abused or neglected children at the property
- Abused or neglected adults at the property
- A resident who is unable to care for themselves and is living alone- Abused or neglected animals at the property
- Signs of violence, abuse, or any other threatening activity.
Upon work completion:
Always secure the property when you leave; make sure to lock the doors, return the key to the lockbox, close garage door when leaving the house, make sure the space is tidy and clean, turn all lights off, lock all windows and close all blinds, turn-off water at street when leaving the house, etc. and notify anyone present at the property that you are leaving.
Bosscat requires pictures to be taken and notes logged of EACH AND EVERY completed line item.
Other important things to keep in mind:
Majority of the jobs we complete are during the contract to close period of real estate transactions, meaning time is of the essence and we are often dealing with tight deadlines. Please try to not to schedule a job to be “worked in” around others over the course of several days. We want to get in and out as quickly and efficiently as possible within 1-2 days or as the scope of work allows.
Know who you are talking with while on site. There are multiple parties involved in a real estate transaction and information is often sensitive. DO NOT communicate with anyone other than the current homeowner unless given permission to do otherwise.
Use your best judgment and professional opinion when it comes to performing repairs. If you are unsure of a repair process on an item, please contact your Field/Success Manager for clarification.
Do not make any disparaging remarks about either the resident, the landlord, Bosscat or Bosscat clients.
DO NOT:
In addition to any other DO NOTs in this Attachment II and the Agreement:
DO NOT smoke, do drugs, drink at houses
DO NOT wear inappropriate clothing
DO NOT leave trash at the street curb
DO NOT clean tools or paint brushes in sinks, flowerbeds, or front yards
DO NOT drive in the yard or park in the yard
DO NOT bring spouse, children, girlfriend, boyfriend, pets to the Property