Standard Janitorial & Custodial Services Agreement

5.1 Initial Term. The initial term of this Agreement shall be 12 month(s) commencing on the Effective Date, unless otherwise stated above.

5.2 Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 12-month terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.(toggle auto-renew)

5.3 Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party. Contractor shall be entitled to payment for all services performed through the effective date of termination.

5.4 Customer Satisfaction & Service Escalation. Client shall be entitled to receive services that meet the standard of care customary for the commercial cleaning industry in Central Ohio. If Client believes that services rendered are not meeting the agreed standards, Client shall escalate the concern to Contractor in the following manner prior to invoking Section 5.5 (Termination for Cause):

1. Verbal Notice. Client shall promptly notify Contractor’s designated account manager by telephone or text of any deficiency, missed task, or unsatisfactory service within twenty-four (24) hours of the service visit. Contractor shall acknowledge the concern within one (1) business day and re-perform the deficient work at no additional cost.
2. Written Notice. If the concern is not resolved to Client’s reasonable satisfaction after verbal notice, or if the same deficiency recurs, Client shall submit a written notice of the deficiency to Contractor (by email or letter). Contractor shall respond in writing within three (3) business days with a corrective action plan and a target cure date.
3. On-Site Walkthrough. Upon a second written notice of recurring deficiencies within any thirty (30) day period, either Party may request an on-site walkthrough of the Facility to jointly inspect the affected areas. Contractor shall prepare a written remediation plan within five (5) business days of the walkthrough, and shall cure all identified deficiencies within ten (10) business days, unless a longer period is agreed in writing.
4. Service Credit. If Contractor fails to cure a documented deficiency within the applicable cure period, Client may, at its option, withhold or apply a service credit against the next invoice for the reasonable cost of the deficient service, not to exceed the monthly rate attributable to the affected area.
5. Escalation to Termination. If deficiencies remain uncured after the on-site walkthrough and remediation plan, or if three (3) or more written notices of recurring deficiencies are submitted within any sixty (60) day period, Client may proceed to terminate this Agreement for cause under Section 5.5.

The escalation steps in this Section 5.4 are a precondition to termination for cause based on service deficiencies, but do not waive Client’s right to terminate for non-service breaches under Section 5.5 or for safety reasons under Section 5.6.

5.5 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice. Non-payment by Client for more than thirty (30) days shall constitute material breach.

5.6 Termination for Safety. Contractor may suspend or terminate services immediately if conditions at the Facility pose an imminent health or safety hazard to Contractor’s personnel.

7.1 Access. Client shall provide Contractor with reasonable access to the Facility during agreed service hours, including keys, access cards, alarm codes, and parking as necessary for performance of the services.

7.2 Safe Conditions. Client shall maintain the Facility in a condition safe for Contractor’s personnel and shall disclose any known hazards, including asbestos, lead, mold, biohazards, or aggressive animals, prior to service.

7.3 Utilities. Client shall provide at no cost to Contractor the utilities necessary to perform services, including water, electricity, and trash collection, unless otherwise agreed.

7.4 Secure Valuables. Client shall secure valuables, sensitive documents, and personal property. Contractor shall not be responsible for lost or misplaced items not reported within twenty-four (24) hours of the service visit.

7.5 Payment. Client shall pay all invoices in accordance with Section 3.

8.1 Insurance & Bond. Contractor shall maintain commercial general liability insurance of at least $1,000,000 per occurrence, a janitorial surety bond of $10,000–$25,000, and Ohio Bureau of Workers’ Compensation coverage for all employees assigned to the Facility. Certificates of insurance shall be furnished to Client upon request.

8.2 Indemnification by Contractor. Contractor shall indemnify and hold harmless Client from claims for bodily injury or property damage caused by the negligent acts or omissions of Contractor’s personnel in the performance of this Agreement, subject to the limits of Contractor’s insurance.

8.3 Indemnification by Client. Client shall indemnify and hold harmless Contractor from claims arising from hazardous conditions, latent defects, or unsafe conditions at the Facility that were not caused by Contractor and were not disclosed to Contractor prior to service.

Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor shall be solely responsible for the supervision, direction, compensation, taxes, and benefits of its personnel. All personnel assigned to the Facility shall be background-checked (BCI & FBI), trained, supervised, and authorized to work in the United States.

Contractor shall not subcontract or assign this Agreement, in whole or in part, without the prior written consent of Client, which consent shall not be unreasonably withheld.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Franklin County, Ohio.

11.2 Entire Agreement. This Agreement, together with any incorporated quotes or work orders, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral.

11.3 Amendment. This Agreement may be amended only by a written instrument signed by both Parties.

11.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Force Majeure. Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, severe weather, public health emergencies, utility outages, or governmental orders.

11.6 Notices. All notices shall be in writing and delivered to the addresses set forth in this Agreement or as otherwise designated by a Party in writing.

11.7 Voluntary Execution. Each Party acknowledges that it has read this Agreement in its entirety, understands its terms, has had the opportunity to consult legal counsel, and executes it voluntarily and free from duress.