Independent Contractor Agreement

Revised 10/12/2016 Services Agreement Form 2.20A

Entered into on this day of , (“Effective Date”):

1. Purpose. The purpose of this Agreement is to define the independent contractor employment relationship between Contactor and the 10. Work Papers. Property is entitled to a copy of all information Property (collectively, "Parties"). Independent Management Services created in connection with Contractor’s performance. Upon request, (“IMS”) acts only as the Property’s authorized rental agent. Contractor shall deliver such information and working papers to IMS within a reasonable time. 2. Contractor. Contractor, its employees, and contracted personnel are hereby authorized to perform work. All action outside the scope of this Agreement or taken by an unauthorized party is void. The 11. Non-Solicitation of Employees. Contractor agrees not to unauthorized party acts at his/her/its own risk. solicit or employ any Property or IMS employees during the term of this Agreement or for a period of twelve (12) months after this Agreement ends. 3. Specified Property. Contactor shall provide services for: A sum equal to one year’s salary, including the value of benefits, of the employee hired shall be a liquidated damage. IMS may consent in writing to any solicitation, hiring or retention of any employee.

4. Scope of Services. Contractor will provide the following 12. Remedies. Parties understand that they have a right to litigate services: through a court and to have a judge or jury decide any dispute, but the parties may choose to have any dispute regarding this Agreement resolved Landscaping Maintenance Security Snow Removal through binding arbitration upon the other party’s consent. If Parties do not reach a resolution and the matter is submitted to binding arbitration, Parties shall appoint a mutually agreed upon Arbitrator. If one cannot be agreed upon, the matter shall be submitted to the American Arbitration Other: Association with costs being split equally between Parties. Arbitration shall take place at IMS Corporate Offices located in Fenton, Michigan.

5. Compensation. Compensation shall be as mutually agreed Formal Demand. No legal action or arbitration may be commenced upon by Parties, subject to the terms state below: (a) by either Party until the complaining party has sent the other party a formal demand letter describing the dispute and setting forth a (a)Payment. Property debts are incurred in the name of the Property. settlement or other proposed solution. Complaining party must give IMS is the authorized agent of Property and may make payments on the other party at least 30 days to respond. its behalf. 13. Duration of Agreement. Agreement is effective for 30 days (“Initial Term”) beginning on the Effective Date noted above. Agreement (b) Invoicing. Contractor shall issue an invoice within 60 days shall continue to remain in effect and automatically renew each month after from the date of service stating the services billed for each date of the Initial Term until terminated by either party with no less than 30 days service. Failure to accurately and timely invoice Property as prior written notice. In the event that Property is sold or a transfer of described herein constitutes a waiver of payment. property management occurs, this Agreement is null and void.

(c)Billing Disputes. After payment is mailed, Contractor has 30 days to 14. Entire Agreement. This Agreement constitutes the entire and fully integrated agreement between the Parties. dispute payment. The dispute must be in writing and describe the dates of services, work performed, and any inaccuracies. If no dispute is received during the dispute time period, Contractor waives 15. Modifications. All modifications must be in writing and signed its right to dispute the payment. by the Parties. No extrinsic evidence shall modify or otherwise affect the terms and conditions stated herein. No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in (d) Fees & Interest. Contractor waives penalty charges, costs, this Agreement. attorney fees, and/or interest for late, insufficient, or non-payment. 16. Notices. All notices including demands sent by either party to 6. Independent Contractor Status. Contractor is an independent the other shall be delivered to Contractor’s address as stated below. Notices contractor for any purpose under local, state, or federal law including, but to the Property shall be sent to IMS, 14381 North Rd., Fenton, Michigan, not limited to taxation, insurance coverage, or liability. 48430. Such notices shall be deemed effective when received unless otherwise stated herein. 7. Indemnification. To the fullest extent allowed by law, Contractor shall indemnify, defend, save, hold harmless, protect, and 17. Assignment. Agreement may not be assigned by either party exonerate Property, IMS, and their officers, employees, agents, managed without prior written consent. properties, partners, and representatives from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind 18. Severability. If any one of the provisions herein should be and nature whatsoever for any action or inaction arising out of, in connection invalid, the remaining provisions shall not be impaired or rendered with, or related to Contractor’s performance of or failure to perform. The unenforceable. indemnification provision herein is continuing and shall survive termination of the Agreement. 19. Governing Law. Agreement will be construed in accordance with the laws of the State of Michigan, without giving effect to any other 8. Confidentiality/ Privacy. Contractor will not disclose or choice or conflict-of-law rule. Contractor shall comply with all applicable permit access to, the Private Information of the Property, IMS or any of their local, state, and federal regulations. Employees or Residents for any purposes other than those specifically required to fulfill Contractor’s obligations herein. “Private Information” 20. Exclusive Choice of Forum. The selected forum for any legal includes but is not limited to health, medical, financial, or any other action arising hereunder shall be the courts of the State of Michigan sitting similarly confidential information. in Genesee County. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of those courts and agrees to bring any such action, 9. Third-Party Notification. Contractor shall give IMS prompt litigation, or proceeding only in those courts. notice in writing of any customer complaint, legal demand, suit or claim made against the Contractor if the underlying circumstances relate to Property, IMS or this Agreement

CORPORATE CERTIFICATION: PARTIES SIGNING BELOW CERTIFY THAT THEY ARE THE APPOINTED AGENTS OF THE BUSINESS ENTITIES NAMED HEREIN AND THE FORGOING WAS DULY SIGNED FOR AND ON BEHALF OF BUSINESS ENTITIES AND BY AUTHORITY OF ITS GOVERNING BODY, AND WITHIN THE SCOPE OF ITS CORPORATE POWERS.

CONTRACTOR:

© 2000-2016 Independent Management Services/Independent Management Services Procedures Manual Release 1.2 00e7bbe2f2e887e8f42576c562998a05.docx / IMSPM§Forms Release 1.2 Business Name Address, City, State, Zip Telephone

Signature Name Title Email PROPERTY/IMS:

Property Name Property No. Signature Name