JR Johnson, INC., or any of their affiliates (hereinafter collectively referred to as “JR JOHNSON”), as agent for its clients under the terms of various management contract(s). Supplier agrees that the following terms shall apply to all contracts and agreements between Supplier and any properties managed by JR JOHNSON.
A) LIABILITY FOR CHARGES: Supplier is an independent contractor and not an agent or employee of JR JOHNSON. Any goods and/or services supplied by Supplier are supplied to the residential communities and other managed properties by JR JOHNSON (collectively the “Property”) and/or to the owner or owners of the Property. Supplier recognizes and accepts that JR JOHNSON has made known or offered to make known the identity of the owner or owners of the Property, and that Supplier has had a reasonable opportunity to review this agreement. Supplier agrees to look solely to the Property, to which the goods and/or services have been provided, and/or the owner or owners of such Property, for the payment for such goods and/or services and for interest and collection of fees incurred by Supplier in making collection of any sums that are due and payable. JR JOHNSON is not liable and is not to be held liable for the payment of any invoice for any charges rendered to any Property or to the owner or owners of any Property, and JR JOHNSON is not a guarantor for any indebtedness owed to Supplier related to the Property. No information, annotation or interlineation included on any invoice, correspondence or other writing received by JR JOHNSON pursuant to or in relation to this agreement constitutes or is to be held to constitute any assumption by JR JOHNSON of any obligation owed to Supplier. Supplier hereby agrees that in the event any collection action or legal proceeding is initiated by Supplier, or its representatives, against JR JOHNSON in connection with any Property, Supplier shall indemnify and hold harmless JR JOHNSON for any and all damages or costs (including, but not limited to, attorneys’ fees and costs) incurred by JR JOHNSON in connection with JR JOHNSON being named or pursued in any such action or proceeding.
B) INSURANCE & COMPLIANCE;
Sub-Contractor Requirements: The following is required to be and continue to be an JR JOHNSON approved Sub-Contractor providing any type of good and/or service to a JR JOHNSON community, corporate, or regional office:
- W-9 and any applicable professional licenses on file with NetSub-Contractor.
- A current certificate(s) of insurance, COI, on file with NetSub-Contractor (all details provided within my NetSub-Contractor account correspondence).
- The COI and/or additional insured endorsement must include specific language with regard to the general liability policy naming JR JOHNSON and the Ownership Entity(s) of their owned and managed properties as an additional insured on General Liability Insurance.
- Any applicable excess/umbrella policy is to be issued on a follows form basis.
- All coverage shall be primary and non-contributory.
- The COI must remain current and any lapse in coverage will result in the termination of future purchases of goods and services.
- Annual renewal of $98 with NetSub-Contractor is a requirement of continuing as a(n) JR JOHNSON approved Sub-Contractor.
Additional insured status should be reflected as: “JR JOHNSON, its affiliates, and the direct and indirect owners and advisors of their managed properties are included as additional insured on the general liability policies as their interests may appear in regard to work performed or services provided by the named insured.” A waiver of subrogation is to be issued in favor of the aforementioned parties on all policies as permitted by law. The certificate of insurance must remain current and any lapse in coverage will result in the termination of future purchases of goods and services.
C) LOSS TO SUPPLIER’S PROPERTY: Sub-Contractor is responsible for insuring all personal property and that of their employees, and all materials and equipment brought onto any Property. Sub-Contractor will indemnify, defend and hold harmless JR JOHNSON, their agents and/or affiliates, and the direct and indirect owners of their managed properties and all such parties’ agents, officers, directors, owners, advisors and employees, “Indemnified Parties”, from any loss or damage to such property. Sub-Contractor waives any rights of subrogation against Indemnified Parties for damage to Sub-Contractor’s personal property as described above, regardless of any actual or alleged negligence or fault of the Indemnified Parties.
D) COMPLIANCE WITH SAFETY RULES: Supplier agrees to comply with all federal, state and local laws, regulations, and orders now or hereafter applicable to the work performed or services provided. Supplier shall comply with all safety rules and regulations set forth by the owner of the Property, or by the property manager at the locations where work will be performed, or where the goods are to be delivered.
E) QUALIFICATIONS OF SUPPLIER’S EMPLOYEES: Sub-Contractor agrees to exercise due diligence in not placing any employees, workers, or subcontractors to perform work inside any building or living units or within property boundaries who may have a prior criminal background or pose as a moral hazard or deferred-adjudication. Molestation, murder, kidnapping, indecency with a child, indecent exposure, rape, and sexual assault are a listing of these crimes. This is not a complete list. I understand that it is my duty to use dependable hiring practices and accept JR JOHNSON policy regarding my employees’ background screening. I also agree to meet the terms with Immigration and Customs Enforcement (ICE) regulations. I also agree to require any of our Independent Contractors to comply with the automobile liability standards to be consistent with the limits set forth by JR JOHNSON.
F) NO DISCRIMINATION: Supplier shall not discriminate against any person or group of persons on account of race, color, religion, sex, individual gender, marital status, ancestry, national origin, handicap or disability, or familial status in the services provided, nor shall Supplier establish or permit any such practice or practices of discrimination amongst its employees or suppliers.
G) CONDUCT OF SUPPLIER’S EMPLOYEES: Employees, agents or sub-contractors of the Supplier agree to conduct themselves in a professional and ethical manner in all dealings with JR JOHNSON, its agents and employees. Supplier acknowledges and understands that JR JOHNSON has a policy prohibiting bribes, commissions or financial incentives of any kind. In the event Supplier shall induce an employee of JR JOHNSON by any means other than those deemed fair and reasonable, Supplier may be eliminated from JR JOHNSON’s “Approved Sub-Contractor List”.
H) INDEMNIFICATION: To the fullest extent allowed by law, Supplier shall indemnify, save harmless, and defend the Indemnified Parties from and against any all suits, actions, legal proceeding, claims, demands, damages, costs, and expenses of whatsoever kind or character (including but not limited to attorney's fees and litigation expenses) caused by any wrongful acts or any omission, fault, or negligence of Supplier, or of anyone acting on Supplier’s behalf (including, but not limited to, subcontractors and sub-Suppliers of Supplier; and Supplier’s sub-subcontractors and sub-subsuppliers, and the employees and agents of any of the foregoing), in connection with or arising from this Agreement, work to be performed by Supplier, or the materials or goods to be supplied by Supplier hereunder, regardless of whether it was caused in part by the passive conduct, vicarious negligence, or implied omission of any Indemnified Party. However, this indemnity will not extend to any loss, damage, or expense arising out of the actions and sole gross negligence, willful misconduct or criminal acts of the Indemnified Parties. Such obligation shall not be construed to negate, or abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or persons described in this paragraph. Supplier’s obligations shall continue without limitation as to time, notwithstanding the extinguishment of other rights and duties under this contract by completion, termination, or any other manner. If any one article, section, part or subpart of this Agreement is deemed to be invalid for any reason, all others remain in effect.
I) WAIVER: Regardless of any fault of Indemnified Parties, Supplier waives all claims against the Indemnified Parties for injuries to Supplier or Supplier’s employees in connection with their contracted work or services.
J) WARRANTY: Sub-Contractor warrants that the goods and/or materials delivered to the Property shall be as specified in Sub-Contractor’s proposal and/or invoice; and that the goods and/or materials will be installed in agreement with industry standards and to the specifications of the manufacturer of the goods and materials. Unless otherwise agreed, all warranties relating to defects in the goods and materials are made jointly by Sub-Contractor and by the manufacturer of the goods and materials. Sub-Contractor will assist JR JOHNSON and the owner of the Property in asserting warranty claims against the manufacturer.
K) ATTORNEYS FEES & COSTS: Should any party commence an action to enforce or to interpret the terms and conditions of this Agreement, the prevailing party in such action shall be entitled to recover the costs and expenses of such litigation, including reasonable attorney’s fees, whether such costs and attorney’s fees are incurred in a trial court, appellate court, or in an arbitration proceeding.
L) SCOPE OF AGREEMENT: The terms of this Agreement shall be applicable to any and all contracts and order placed by any representative of JR JOHNSON, on behalf of any property managed by JR JOHNSON. Where the terms and provisions of this Agreement shall be in conflict with the terms of any separate contract, proposal or order placed by any employee or agent of JR JOHNSON, or any employee of any property managed by JR JOHNSON, the parties agree that the terms and provisions of this Agreement shall be controlling. No employee or agent of JR JOHNSON or of any Property shall have the authority to modify or agree to modify any provision of this Agreement, without the express written authority of a Divisional President of a subsidiary of JR JOHNSON or the CEO of JR JOHNSON.
M) COMPLETE AGREEMENT: This Agreement sets forth the entire understanding of the parties with respect to the specific terms set forth herein and is binding upon both parties in accordance with its terms. This agreement may be modified or amended only by a writing signed by both parties. Any agreement purporting to limit the applicability of paragraph A) must be signed by the CEO of JR JOHNSON to be binding. The individual signing below on behalf of Supplier is authorized to represent Supplier and has proper authority to execute this document on Supplier’s behalf.
N) GOVERNING LAW AND VENUE: This Agreement shall be interpreted and construed according to, and governed by, the laws of the states in which JR JOHNSON operates without regard to the choice of law or conflict of laws provisions thereof. The parties hereto each hereby irrevocably submit to the exclusive jurisdiction of any state or federal court for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement.
This Section O applies only to suits, actions or other proceedings which name JR JOHNSON and/or its affiliates as a party. The supplier or property owner may file an action related to this Agreement in any appropriate venue outside the State of Texas so long as neither JR JOHNSON nor any of its affiliates are named as a party to such action.
O) THIRD-PARTY BENEFICIARIES: Supplier acknowledges and agrees that the direct and indirect owners of the properties managed by JR JOHNSON are intended to be third-party beneficiaries of this Agreement and Supplier will not challenge the enforceability of this Agreement, including without limitation Sections C and H, by such direct and indirect owners.
Please sign below acknowledging receipt and agreement to the above terms. Changes or modifications to this agreement shall not be binding on JR JOHNSON. Violation of any terms of this agreement will result in the termination of approval to perform work for JR JOHNSON, or any Property.