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Service by Medallion Terms and Conditions for Facility Services

Name: Service By Medallion
Price range: $

Definitions: As used herein, the following terms shall have the following meanings:

“Agreement” shall mean those specifications, as well as any Proposal/Invoice/Work Order/Change Order outlining the scope of Contractor Services and payment for those Services, including these Terms and Conditions which are made a part of the Agreement by reference.
“Client” shall mean the entity set forth on the purchase orders, invoices, Work Order and/or proposals that receives Services.
“Contractor” shall mean the entity, including but not limited to, Service by Medallion or its related entities, set forth on the purchase order, invoice, and/or proposal that provides the Services.
“Services” shall mean the scope of work and/or items provided to Client by Contractor as set forth in the Agreement, which is documented in the operative Purchase Order(s), Invoice(s), Proposal(s), Quote(s), Work Order(s) or other document(s) outlining the scope of work to be performed.

General Terms and Conditions:

For the purposes of this document, “Service by Medallion”, may be referred to as “Contractor”. Please read carefully and understand these Terms and Conditions which contain disclaimers of warranties and limitations of liabilities, as well as form an essential basis of our Agreement.

In performing the Services, Contractor agrees to provide its own personnel, equipment, tools, and other materials at its own expense, unless otherwise stipulated in the scope provided by the Contractor. Client shall make the facilities at which the work is to be performed available to Contractor as reasonably necessary in connection with performance of the work.
Acknowledgement and Acceptance and Modification. The Terms and Conditions set forth herein apply to any Services provided by Contractor to Client. Client acknowledges that it has read, understands, and agrees to these Terms and Conditions. Client agrees to be bound by and to comply with all Terms and Conditions, including the Services as contained in the accompanying Proposal/Invoice/Work Order/Change Order. If Client fails to comply with the Agreement, including the related Terms and Conditions herein, in addition to any other remedies Contractor may have under law, Contractor may: (i) withhold Services; (ii) demand full payment for any Services performed to date; and/or (iii) terminate the Agreement.
IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND CONDITIONS AND ANY PURCHASE ORDER, THESE TERMS SHALL CONTROL EXCEPT AS OTHERWISE AGREED IN WRITING BY CLIENT AND CONTRACTOR.
Client understands and acknowledges Contractor ’s initial quoted price for the Services is a good-faith estimate. To that end, Client understands and acknowledges the final invoiced amount for the Services may be higher than that quoted on any preliminary invoice or proposal due to unforeseeable circumstances, or factors beyond the Contractor’s reasonable control.
Inspection of Materials/Items: To the extent the Agreement pertains to the sale of items, supplies, and/or equipment, Client acknowledges that Client has inspected the items, supplies, and/or materials, prior to taking possession thereof, finds them in good working order and repair, and suitable for Client’s needs. Client shall abide by all third-party manufacturer requirements regarding warranty, repair, maintenance, and notice.
Access: Client shall be responsible for providing to Contractor reasonable access to any premises as needed for Contractor’s completion of Services. Contractor’s performance shall be excused, and Contractor shall have no responsibility, for any delays arising or resulting from Client’s failure to provide such access.
Delays: expressly acknowledges and understands that any delays caused by the Client may result in additional charges being imposed on Client, and Client acknowledges and agrees that it will be responsible for all such additional charges including labor, materials, travel time or other applicable costs incurred.
DISCLAIMER OF WARRANTIES: CONTRACTOR DOES NOT WARRANT THAT THE SERVICES WILL ACHIEVE ANY SUCCESS RATE OR MEET ANY PERFORMANCE STANDARDS OF ANY KIND, OR THAT ANY SERVICES WILL MEET CLIENT’S REQUIREMENTS OR ANY REQUIREMENT.
WORKMANSHIP WARRANTY: 1-year expressed limited warranty. Contractor warrants that the services provided hereunder shall conform to all applicable specifications and processes (or, in absence of specifications, generally accepted industry standards) consistent with Past Practices and shall be free from defects in SBM’s workmanship. This warranty is limited to a period of one (1) year from the date of completion. During the one-year period, the owner must notify the contractor in writing of any defect sunder California Civil Code section 900, and may then file a legal complaint if the contractor fails to act to make repairs within a reasonable time according to CC 917.

Hazards: Unless otherwise agreed in writing, Contractor is not an extermination or mold/biohazard remediation company and cannot provide Services in areas that show evidence of hazardous situations. Unless otherwise agreed in writing, Contractor reserves the right to refuse to perform Services due to signs of the following problems: (a) pest or animal infestation; (b) excessive/uncontrolled mold growth; (c) human waste or bodily fluids; or (d) other conditions which may present a hazard to Contractor, its employees, or its representatives.
Client Responsibilities: Client shall provide Contractor with the information and the documentation Contractor requests to assess, plan, and perform the Services. All Services are performed, based on information provided by Client or others, and Contractor is relying on the accuracy and completeness of such information in providing the Services. Client recognizes that it is impossible for Contractor to assure the accuracy, completeness and sufficiency of information provided by others, either because it is impossible to verify, or because of errors or omissions that may have occurred in assembling such information. Contractor is responsible for providing a secure and safe work environment for all parties, including Contractor and its employees, and for ensuring that the Services are carried out in compliance with applicable laws.
INDEMNIFICATION: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD CONTRACTOR, AND ALL OF ITS RESPECTIVE OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, AND AFFILIATES, PARENTS AND SUBSIDIARIES, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSS, DAMAGE OR COSTS (INCLUDING, BUT NOT LIMITED TO, LEGAL FEES, LOSS OF PROFIT, BUSINESS INTERRUPTION OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES RELATING TO PROPERTY DAMAGE, BODILY INJURY OR DAMAGES RELATING TO WRONGFUL DEATH) ARISING OUT OF OR RELATED TO THE AGREEMENT. THIS INDEMNITY PROVISION ALSO APPLIES TO ANY CLAIMS ASSERTED AGAINST CONTRACTOR BASED UPON STRICT OR PRODUCT LIABILITY CAUSES OF ACTION. HOWEVER, CLIENT SHALL NOT BE OBLIGATED TO INDEMNIFY CONTRACTOR FOR THAT PART OF ANY LOSS, DAMAGE OR LIABILITY CAUSED SOLELY BY THE INTENTIONAL MISCONDUCT OR SOLE NEGLIGENCE OF CONTRACTOR. IN FURTHERANCE OF, BUT NOT IN LIMITATION OF, THE DUTY TO INDEMNIFY WILL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR EARLY TERMINATION OF THE AGREEMENT. CLIENT ALSO AGREES TO INDEMNIFY, DEFEND, HOLD HARMLESS AND RELEASE CONTRACTOR, ITS RESPECTIVE DIRECTORS, OFFICERS EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LOSS, OR EXPENSE OF ANY KIND, INCLUDING THIRD PARTY CLAIMS OR CLAIMS RELATED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, INCLUDING BUT NOT LIMITED TO ALL ELECTRONIC PROPERTY AND COMPUTERS AS WELL AS ANY AND ALL PERSONAL PROPERTY LOCATED IN THE SPACE BEING SERVICED, PERSONAL INJURY OR ILLNESS, INCLUDING BUT NOT LIMITED TO ANY CLAIM ASSOCIATED WITH ANY VIRAL OR INFECTIOUS DISEASES OR MATERIALS, INCLUDING BUT NOT LIMITED TO COVID-19, ARISING FROM OR RELATED TO THE WORK PERFORMED UNDER THIS AGREEMENT.
EXCLUSIVE REMEDIES: IN NO EVENT AND UNDER NO LEGAL THEORY SHALL CONTRACTOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND. IN NO EVENT SHALL CONTRACTOR ’S LIABILITY EXCEED THE FEES PAID BY THE CLIENT TO CONTRACTOR FOR THE INDIVIDUAL PROJECT IN QUESTION.
Non-Waiver: Any failure of Contractor to insist upon strict performance by Client of any terms and conditions of this Agreement shall not be construed as a waiver of Contractor’s right to demand strict compliance. Client has carefully reviewed this Agreement and waives any principle of law which would construe any provision hereof against Contractor as the drafter of the Agreement or these Terms and Conditions. Any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. Client agrees to pay all reasonable costs of collection, court costs, attorneys’ fees and other expenses incurred by Contractor in the collection of any charges due under this Agreement or in connection with the enforcement of its terms.
Taxes: The Client is responsible for paying applicable taxes in accordance with applicable laws.
Termination: Any party may terminate its Service(s) upon three (3) days’ written notice to the other due to breach by the other party of any term or condition specified on the Purchase Order(s), Invoice(s), Proposal(s), Work Order(s), Quote(s), Change Order(s), or other document(s) outlining the scope of work to be performed. Contractor shall be entitled to payment for services and materials due to the date of termination.
Force Majeure: Neither party shall be liable to the other party for failure to comply with the terms of the Agreement or performance of its obligations hereunder to the extent such failure has been caused by Force Majeure, provided that the non-performing party shall give notice to the other party as soon as commercially possible and shall exercise reasonable efforts to resume performance. For the purposes of the Agreement, “Force Majeure” shall mean fire, war, insurrection, act of terrorism, riots, flood, hurricane, typhoon, earthquake, tornado, mudslide, tsunami, flood, earthquake, pandemic, epidemic, and any other natural disaster, pandemic or other causes beyond the reasonable control and not due to the fault of the non-performing party. Lack of funds shall not be deemed a cause beyond either party’s control.
Severability: If any provision of this Agreement or the Terms and Conditions are invalid, illegal or incapable of being enforced under applicable law, that provision will be severed, and all other provisions shall nevertheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties shall modify this Agreement or its Terms and Conditions so as to affect the original intent of the parties as closely as possible to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
Governing Law: The rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of California. The parties agree to submit to the jurisdiction of the courts within the State of California.
Licensing: Contractors are required by law to be licensed and regulated by the Contractor’s State License Board, which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten years of the date of the alleged violation.
Judicial Reference: To the fullest extent permitted by law each party hereto hereby expressly agrees to submit to judicial reference pursuant to California Code of Civil Procedure sections 638 through 645.1 any claim, demand, action or cause of action arising to or related to this Order for which a jury trial would otherwise be applicable or available. Pursuant to such judicial reference, the parties agree to the appointment of a single referee and shall use their best efforts to agree on the selection of a referee. If the parties are unable to agree on a single referee, a referee shall be appointed by the Court under California Code of Civil Procedure sections 638 and 640 to hear any disputes hereunder in lieu of any such jury trial. Each party acknowledges and agrees that the appointed referee shall have the power to decide all issues in the applicable action or proceeding, whether of fact or law, and shall report a statement of decision thereon; provided, however, that any matters which would not otherwise be the subject of a jury trial will be unaffected by this waiver and the agreements contained herein. The parties hereto hereby agree that the provisions contained herein have been fairly negotiated on an arms-length basis, with both sides agreeing to the same knowingly and being afforded the opportunity to have their respective legal counsel consent to the matters contained herein. Any party to this agreement may file an original counterpart or a copy of this section with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury and the agreements contained herein regarding the application of judicial reference.
Contractor may, at its own expense, use any employees or subcontractors as deemed necessary to perform the services required within this agreement, unless specifically stated otherwise in the scope description above.
No waiver by either party of any breach or default will be a waiver of any breach or default occurring later. A waiver will be valid only if it is in writing and signed by the party to be charged with the waiver.
Non-Solicitation of Personnel: If Client hires a Contractor Employee—either directly, as an independent contractor, or through another company—within 24 months of the employee starting their assignment with Client through Contractor, Client must notify Contractor and either:

1. Continue the assignment with Contractor for the employee’s upon mutually agreed-upon set of work hours, or
2. Pay Contractor a placement fee equal to 6 months of the employee’s annual salary.
- After completing the agreed-upon hours, Client may hire the employee without additional fees. If Client chooses to hire the employee before those hours are completed, Client must pay a prorated placement fee plus any applicable conversion fee.
- All outstanding invoices must be paid within 15 days of the employee’s conversion. Failure to do so will void the agreed-upon conversion fee, and Client will instead owe 10% of the employee’s annual salary.
- If Client hires the Assigned Employee without notifying Contractor, Client will be charged both the placement fee and a 10% violation fee

Payment: In consideration for the Services to be performed by Contractor, Client agrees to pay according to the following schedule: Payment terms are Net 30 days from time of invoicing, unless specified different in an executed Master Service Agreement. At its discretion, Contractor will progress bill upon the completion of project milestones.
In the event of Client’s failure to pay any invoice when due), a late charge by way of damages of five percent (5%) of the amount past due will also be immediately due and payable to Contractor . Client acknowledges that failure to make payments when due will result in Contractor incurring additional expenses, including without limitation, collection, and financing, transaction costs, and in loss to Contractor of the use of the money due, and that it would be extremely difficult and impractical to ascertain the actual amount of damages. Client therefore agrees that this late charge is a fair and reasonable estimate of the damages to Contractor , which sum the client agrees to pay on demand. Acceptance of any late charge shall not constitute a waiver of the breach with respect to the overdue amount and shall not prevent Contractor from exercising any other rights and remedies available to Contractor . In addition to the late charge described above, any past due payments, including any late charges, shall accrue interest at a rate of eight percent (8%) annually.
Scope Changes: Any alterations or deviations from the scope of work provided in Service by Medalion’s proposal specifications or additional work will be performed only pursuant to a separate written change order and will result in an additional charge over and above the stated contract amount.

Additional Terms and Conditions Applicable to On Demand Facility Techs and Facilities Project Work

Work is to be performed on straight time (6:00am to 6:00pm) with appropriate breaks as required by law, including mandatory lunch break to commence before the completion of the 5th hour of work. Additionally, all overtime or double time will be paid in accordance with California Law.
Travel time is billable as part of all Services and is part of the standard 8-hr day.
Additional services/tasks/materials not included in the original scope of work approved by the Client will be billed on a time and materials basis unless agreed otherwise by Contractor and Client.
Rental of specialized equipment or aerial lifts are excluded unless specifically stated in the scope of work.
Contractor excludes all permits, Title 24, and associated fees. All required permits will be the sole responsibility of Client, its agents, or representatives to obtain and facilitate, unless expressly stated in the proposal otherwise.
In the event of any concealed conditions, refuse or hazardous waste disposal/handling, life safety communications cabling or low voltage wiring, or design drawings regarding Mechanical Electrical and Plumbing or any other engineering drawings Contractor will consult with Client, regarding additional costing, and confirm Client’s written approval to proceed, prior to commencement of providing those additional services.
Client will provide lighting, restroom facilities, and power to run equipment will be supplied in all areas in which Contractor will perform work.

Service by Medallion reserves the right to change this Terms and Conditions at any time with or without issuing notice to Client.