1. SERVICES:
Subcontractor agrees to perform services relating to property maintenance, lawn care, and property improvements/repairs as set forth on work orders Fleet Field Services submits to Subcontractor. The subcontractor shall determine the method, details, and means of performing the services. Fleet Field Services may specify only the results desired in regard to the specified services.

2. RELATIONSHIP:
Subcontractors are considered self‐employed, independent Fleet Field Services for all purposes. As such, Subcontractor is solely responsible for paying Subcontractor’s own Taxes. Fleet Field Services will submit a 1099 to the IRS reporting how much Subcontractor made in a given year, however Fleet Field Services will not withhold or deduct any Taxes from payments made to the subcontractor. Any persons Subcontractor employs in connection with the performance of its services will be Subcontractor’s employees and subcontractor will be fully responsible for them. Subcontractor will be responsible for all acts of its employees and contractors. Subcontractor will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Fleet Field Services. Subcontractor has no authority (and shall not hold itself out as having authority) to bind Fleet Field Services and Subcontractor shall not make any agreements or representations on Fleet Field Services ’ behalf without Fleet Field Services ’ prior written consent.

3. WORK ORDERS:
Subcontractor will be given a work Order for each project, which will set forth the deadline for each project. Project specific requests/instructions may be included in the project work Order. Failure to follow/perform all project unique requests/instructions included in each project work Order shall be considered a major infraction. It is the responsibility of the Subcontractor to know all specifications to which Fleet Field Services expects each work order to be completed even if they are not listed on the work order itself. Any subcontractor suggested amendments to any work order must be approved in writing by Fleet Field Services before Subcontractor is authorized to perform any additional work.

4. QUALITY CONTROL:
Upon Completion of a work order a representative of Fleet Field Services may conduct an in office (via Photos) and/or onsite quality control inspection of the work completed, noting any infractions or deficiencies. In the event of any deficiencies or infractions, upon Fleet Field Services’ request subcontractors will revisit the property and correct the infractions and deficiencies within 24 hours of Fleet Field Services’ request. For each visit, Fleet Field Services will charge Subcontractor a $20.00 penalty, which may be deducted from amounts owed to Subcontractor. Regardless of whether Fleet Field Services requests a revisit, Fleet Field Services may deduct such amounts it reasonably determines are appropriate to compensate Fleet Field Services for any deficiencies or infractions in the work performed and may charge Fleet Field Services for expenses incurred as a result of any deficiencies or infractions, including costs Fleet Field Services incurs to correct the infractions and or deficiencies. In the event of inconsistencies between this Agreement and the work Order, the provisions of the Work Order shall prevail.

5. LABOR SUPERVISION & MANAGEMENT:
Subcontractor will supply all labor, tools and equipment required to perform the services under this Agreement. Subcontractor has the sole obligation and responsibility to supervise, manage, direct, and perform the projects specified in the work Orders. Fleet Field Services is committed to comply with the Immigration and Reform Control Act. Subcontractor and all members of Subcontractor’s crew must be lawfully permitted to work in the United States. Subcontractor shall indemnify, defend and hold Fleet Field Services harmless for any violations relating to immigration and work residency violations.

6. CONDUCT & SAFETY:
The Subcontractor and all crew members shall wear appropriate, non-offensive clothing while performing all work and services. No member of the crew is permitted to be shirtless at any time. All members of the subcontractor crew shall act professionally and courteously at all times and especially when interacting with a property owner or client of Fleet Field Services. The members of the Subcontractor crew shall refrain from any profanity while on the job site. The members of the Subcontractor crew shall not enter or request permission to enter a client residence unless there is prior written approval from Fleet Field Services. Subcontractor shall not solicit any additional work of any kind or any additional payment for work performed from any Fleet Field Services client. Smoking of any kind, alcohol Consumption, and/or the use of any illegal/controlled substance is strictly prohibited while members of the Subcontractor crew are on the job site. Subcontractor shall adhere to the latest Occupational Safety & Health Administration guidelines, including, but not limited to, the use of any required safety gear e.g. helmets, goggles, harnesses, etc. Subcontractor shall be responsible for payment of any fine or penalties relating to worksite safety. All crew members must be at least 16 years of age. Children are not allowed to be on site even if a parent is present.

7. COMPLETION, PHOTOS & PAYMENT:
A Work Order is not considered complete until all specified work is completed, all tools belonging to the Subcontractor are removed, and the job site is cleared of all work-related waste and trash. Subcontractor is not entitled to any payment unless the Work Order is viewed as fully complete by Fleet Field Services and its clients. Subcontractor is not entitled to partial payment if work was partially complete. Subcontractor shall prepare and send to Fleet Field Services a detailed digital photo catalogue of each completed Work Order. Each photo should clearly show that is was Taken at the property specified in the Work Order by, at minimum, photographing the street sign, house number, and front of home. Although most Work Order have specifically required photos, Subcontractor should at minimum Take before, during, and after photos of each Task completed and the aforementioned photos if applicable. Photos shall be sent by Subcontractor to Fleet Field Services via FFS ONLINE. The Subcontractor shall have no right to payment unless adequate photos have been received by Fleet Field Services via FFS ONLINE and approved by Fleet Field Services and its clients. It is the Subcontractors’ responsibility to house all data, including but not limited to; invoice amounts, addresses, work order numbers, photos of work completed, and dates completed. Fleet Field Services is not liable for any lost data submitted by Subcontractor and Subcontractor may be required to resubmit invoices at no additional cost to Fleet Field Services.

8. LATE FEE PAY DEDUCTION SCALE:
A late work pay scale has been implemented by Fleet Field Services and will be placed on all work turned in late to Fleet Field Services. If a work is not completed and submitted by 12:00 AM on the due date specified in the Work Order, the work is considered late and subject to the late fee pay scale. All late work will be subject to the following late fee scale:
1) 1 day late: 10% late fee
2) 2 days late: 20% late fee
3) 3 days late: 30% late fee
4) 4 days late: work order reassignment to new subcontractor and deduction of fees related to reassignment to a new subcontractor.

9. PAYMENT DISPUTES & REMEDIES
 If Subcontractor has not received payment on an order or “short paid” (paid less than the total believed), subcontractor shall create a dispute in FFS ONLINE under the “Dispute” Tab by completing the Pay Dispute Form (if FFS ONLINE was the issuing system). If Subcontractor no longer has access to FFS ONLINE, due to termination of business relationship or otherwise, Subcontractor must send an email to its account manager stating the Work Order numbers and street addresses for each individual order that was short paid or not paid. Subcontractor has 15 days from the original payment date to dispute short payments or Subcontractor has 15 days after the expected payment date (30 total days) to dispute any payment. After these time periods, the order payments are closed and no further payments will be issued. Subcontractor waives and releases all claims for payments from Fleet Field Services which are not disputed by Subcontractor within the time frames set forth above, including but not limited to all work/services performed by Subcontractor which pre-date this Agreement. It is the Subcontractor’s responsibility to keep track of the Work Order numbers for each Work Order completed. Any type of payment dispute is evaluated on an individual Work Order basis. Example: If Subcontractor believes it completed 50 Work Orders in a given week, but only received payment for 40 Work Orders, it is the Subcontractor’s responsibility to let Fleet Field Services know the Work Orders numbers for each order it believes it was paid for. In the event of a dispute as to payment or completion of a Work Order the Subcontractor agrees as follows:
1) Subcontractor shall not contact the property owner or client of Fleet Field Services.
2) Subcontractor shall not file any liens against the property and although Subcontractor may have rights under state law to execute and file liens for non- payment of invoices the unsigned Subcontractor does hereby waive and release any and all lien rights in connection with any work performed or claimed to have been performed on behalf of Fleet Field Services and Subcontractor agrees that any lower tier subcontractors of Subcontractor shall waive and release their lien rights by executing the lien waiver form/link posted on the Fleet Field Services website,
3) Subcontractor agrees that all payment dispute shall be settled directly with Fleet Field Services and that there shall be no posted complaints by Subcontractor about Fleet Field Services on the internet or any other type of message board, and
4) Subcontractor agrees that any disputes pertaining to invoices shall be first submitted to mediation before Subcontractor initiates any action in a court of law and in which case Subcontractor consents and agrees that any and all litigation shall be filed in New York. In the event of any court action, the Subcontractor hereby irrevocably waives to the fullest extent permitted by law all rights.

10. PAYMENT TERMS:
Fleet Field Services agrees to pay Subcontractor for services rendered and determined complete within 30 days of submission into FFS ONLINE. Subcontractor may be on a pay schedule (weekly, monthly or otherwise) to be paid much sooner. Fleet Field Services may establish a course of dealing with Subcontractor for payment on a weekly basis or otherwise however in no event shall any course of dealing establish an obligation for Fleet Field Services to pay Subcontractor for services rendered and determined complete any sooner than within 30 days of submission into FFS ONLINE .

11. INSURANCE:
Subcontractor shall maintain at its own expense during the term of this Agreement such insurance Policies covering the product and services to be provided as Fleet Field Services reasonably requests, but regardless of whether Fleet Field Services so requests, Subcontractor will maintain the following insurance:

1. Commercial General Liability Insurance in the amount of $1,000,000 per each occurrence or claim, with Extended Property Damage Coverage in the amount of $50,000 per each occurrence or claim for personal property in the care or custody or control of Subcontractor, occurring as a result of subcontractor’s operations. If coverage is provided under a claim made form, any retro date on such coverage shall be no later than the date subcontractor first provides services to Fleet Field Services.
2. IF vehicles, automobiles liability insurance covering any such owned or non‐owned vehicles with limits of at least $100,000.00 per person/$300,000 each accident. Additional Obligations:
A. Subcontractor’s policies will be primary and non‐contributing with respect to any other insurance or self- insurance, which may be maintained by Fleet Field Services.
B. Subcontractor and its Insurance Carriers shall waive subrogation with respect to any Workers Compensation and Commercial General Liability policies.
C. Coverage under the Commercial General Liability policy and, if required, any E&O Liability policy, must remain in force for a minimum of 12 consecutive months after the conclusion of services under this agreement.
D. Thirty (30) days written notice will be given to Fleet Field Services prior to cancelation, non-renewal or material reduction in limits of any insurance policy.
E. Prior to commencing work under this agreement and within 10 days of each subsequent policy renewal,

Subcontractor’s insurers or their authorized representatives shall provide Fleet Field Services with Certificates of Insurance evidencing that all coverage and policy endorsements required under this agreement are maintained in force. With respect to any E&O coverage, the certificates must indicate that the coverage applies to Mortgage Field Services operations and also show any policy retroactive date. Fleet Field Services has the right, but not the duty to receive certified copies of any required insurance policy and to verify that the coverage provided meets the standards set forth herein. Subcontractor must ensure that all lower tier subcontractors meet the insurance requirement minimums as specified in this Agreement. Nothing in the insurance requirements section will be construed as limiting the Subcontractor’s (or any lower tier subcontractor’s) liability to Fleet Field Services or a third party Indemnity Subcontractor agrees to hold Fleet Field Services harmless and defend and indemnify Fleet Field Services for any and all claims arising out of Subcontractor’s performance under this Agreement or any Work Order, including any claims for injury, disability, or death of Subcontractor or Subcontractor’s employees or lower tier subcontractors. Subcontractor further agrees to indemnify, defend and hold Fleet Field Services harmless from any and all claims arising from any negligent act or omission by Subcontractor or Subcontractor’s employees or lower tier subcontractors including claims of third parties.

12. INTELLECTUAL PROPERTY:
Fleet Field Services is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the services performed under this Agreement (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights therein. Subcontractor agrees that the Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for Fleet Field Services. If, for any reason, any of the Deliverables do not constitute a “work made for hire,” Subcontractor hereby irrevocably assigns to Fleet Field Services, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Upon Fleet Field Services’ request, Subcontractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Fleet Field Services to prosecute, register, perfect, record or enforce its rights in any Deliverables. If Fleet Field Services is unable, after reasonable effort, to obtain Subcontractor’s signature on any such documents, Subcontractor hereby irrevocably designates and appoints Fleet Field Services as Subcontractor’s agent and attorney-in-fact, to act for and on Subcontractor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect asif Subcontractor had executed them. Subcontractor agrees that this power of attorney is coupled with an interest.

13. CONFIDENTIALITY:
To the extent that, in connection with this agreement, Subcontractor comes into possession of any proprietary or confidential information of Fleet Field Services or of Fleet Field Services’ client Fleet Field Services discloses any other proprietary or confidential information of a third party to Subcontractor (collectively, the “Confidential Information”), Subcontractor agrees to use such Confidential Information solely for the purposes of the applicable Work Order and not to disclose such Confidential Information to any third party without the prior written consent of Fleet Field Services . The terms of this Agreement, the Fleet Field Services software system, client information and lists, information about the properties serviced by Fleet Field Services , and all information pertaining to Fleet Field Services’ business operations and strategies, pricing, marketing, finances, sourcing, personnel or operations, shall all be considered Confidential Information. Confidential Information does not include any information that is or becomes generally available to the public other than.

14. PERFORMANCE:
Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Subcontractor without prior written consent of Fleet Field Services. Fleet Field Services agrees to comply with all reasonable requests of Subcontractor necessary for the performance of Subcontractor’s services to be performed under this Agreement. Fleet Field Services agrees to pay Subcontractor for services in accordance with the description of services and compensation schedule established by the parties incorporated herein by reference (the “Pricing Schedule”)

15. BACKGROUND CHECKS:
Subcontractor will be required to have an annual background screening by an Aspen Grove Background check (ABC) independent third-party agency specializing in both social and criminal reporting. Failure to submit the background screen will result in immediate termination of the subcontract agreement. Further, Subcontractor is responsible for to obtain background checks on all of its employees and subcontractors and maintain up to date files with this information.

16. TERMINATION:
Notwithstanding any other provision of this agreement, either party may terminate this agreement at any time by giving written notice to the other party. This Agreement shall terminate automatically on the occurrence of any of the following events:
1) Bankruptcy or insolvency of either party.
2) Death or dissolution of either party.
3) Assignment of this Agreement by Subcontractor without the consent Fleet Field Services.

17. ARBITRATION:
Any and all disputes or claims between Fleet Field Services and the Subcontractor arising out of this Subcontract shall be resolved by binding arbitration according to applicable Rules of Arbitration in California. In so agreeing the parties expressly waive their right to a jury trial, if any, on these issues and further agree that the award of the arbitrator shall be final and binding upon them as though rendered by a court of law and shall be enforceable in any court having jurisdiction over the same.

18. SEVERABILITY:
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nonetheless continue in full force without being impaired or invalidated in any way. This Agreement shall be governed and construed in accordance with the laws of the State of California.

19. ENTIRE AGREEMENT:
This Agreement supersedes any and all other agreements, both oral and written, between the parties with respect to the rendering of services by Subcontractor for Fleet Field Services and, together with the Work Orders and Pricing Schedule, contains all of the covenants and agreements between the parties with respect to the rendering of these services in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing signed by both parties.

20. GOVERNING LAW AND RULES OF CONSTRUCTION:
The validity, interpretation, and performance of this Subcontract shall be governed by the laws of the jurisdiction where the Project is located or the laws of the State of California as chosen by the parties. Titles, captions, or headings to any provision, article, etc., shall not limit the full contents of the same. These articles have the full force and effect as if no titles existed.
This contract shall be binding upon and inure to the benefit of the respective successors, assigns, representatives, and heirs of the parties herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.