TERM: The initial term of this Agreement shall be for one (1) calendar year from date of acceptance of original proposal unless otherwise stated herein.  After the expiration of the initial term, this agreement shall automatically be deemed to be renewed month to month for the service(s) listed herein and may be terminated or canceled at any time. A $175.00 early termination fee will apply if canceled before this contracts expiration and will be added to the customer’s final invoice upon such actions. Schoenberger L.L.C. at their option may discontinue service at any time for failure of payment and start collection proceedings against customer. Services will then be suspended until all debts owed by customer are paid.

CUSTOMER OBLIGATIONS: Customer understands that results of service are relative to and dependent not only on the weather but also upon the cooperation of the Customer as to availability of property and parking. (Accessibility of areas to be serviced) by Schoenberger L.L.C. and it’s employees. Customer agrees to cooperate with Schoenberger L.L.C. as reasonably necessary to facilitate service and property treatment. Customer also agrees to pay any and every payment on time in full and understands if payments are not received by the due date indicated that additional fees and actions would follow.  Schoenberger L.L.C. shall not be responsible for being unable to provide services due to weather, acts of god and due to Customers failure to make the property available to Schoenberger L.L.C. on the scheduled service day or any reschedule service day.

WAIVERS:  Customer expressly waives and releases Schoenberger L.L.C. from liability for any claim for personal injury (including stings, bites, slips & falls, car accidents and or illnesses) or property damage (to the vehicles parked on or around property). In no event will Schoenberger L.L.C. be responsible for consequential or incidental damages or loss of use of property or lost profits.

REIMBURSABLE COSTS: Customer shall reimburse Schoenberger L.L.C. all costs incurred in connection with the Services rendered.  Reimbursable costs include, but are not limited to, subcontractors, materials, delivery, etc. that are attributable to a project or Service (the "Reimbursable Costs").  Schoenberger L.L.C. shall provide to Customer substantiation of Reimbursable Costs incurred.

INVOICING: Schoenberger L.L.C. for payment by Customer will submit invoices monthly unless otherwise noted herein.  Payment is due upon receipt.  If Customer has any valid reason for disputing any portion of an invoice, Customer will so notify Schoenberger L.L.C. within three (3) calendar days of receipt of invoice by Customer, and if no such notification is given, the invoice will be deemed valid.  The portion of Schoenberger L.L.C. invoice that is not in dispute shall be paid in accordance with the procedures set forth herein. A finance charge of 20.00% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts.  Payments by Customer will thereafter be applied first to accrued interest and then to the principal unpaid balance. Customer shall pay attorney’s fees, court costs, or other costs incurred in collection of delinquent accounts.  If payment of invoices is not current, Schoenberger L.L.C. may suspend performing further work.        

TAXES: Schoenberger L.L.C. is a licensed vendor to the state of Ohio; therefore a service tax will be added to any and all amounts, invoices etc. that is incurred or bill to the customer.  Accordingly, there will be added to any such amount payable by Customer the monetary sum equal to any and all current and future applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Customer (other than taxes based on Schoenberger Lawn Care net income).  If Customer does not pay such taxes, Schoenberger L.L.C. may make such payments and Customer will reimburse Schoenberger L.L.C. for those payments.  Customer will hold Schoenberger L.L.C. harmless for any payments made by Customer pursuant to this Section.

CHANGES ORDERS: Customer may, with the written consent of Schoenberger L.L.C., issue written directions within the general scope of any Services to be ordered.  Such changes (the "Change Order") may be for additional work or Schoenberger L.L.C. may be directed to change the direction of the work covered by the Task Order, Any other service(s) (debris clean up, plant replacement, fallen limbs, etc.) that is requested and rendered apart from the original agreement will be billed accordingly. Estimates are figured on a typical calendar year. If additional services are needed, they will accompany additional charges and contracts/agreements.

SEVER-ABILITY: Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including any such part, parts, or portions which may, for any reason, be hereafter declared invalid.  Any provision shall nevertheless remain in full force and effect in all other circumstances.

INDEPENDENT CONTRACTOR: Schoenberger L.L.C. is an independent contractor of Customer.

ASSIGNMENT: The Agreement is not assignable or transferable by Customer.  This Agreement is not assignable or transferable by Schoenberger L.L.C. without the written consent of Customer, which consent shall not be unreasonably withheld or delayed.

REPRESENTATIONS: Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder.  This Agreement may be executed (by original or telecopy signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same.

NON-SOLICITATION OF EMPLOYEES: During and for one (1) calendar year after the term of this Agreement, Customer will not solicit the employment of, or employ Schoenberger L.L.C. personnel, without Schoenberger L.L.C. prior written consent.

COOPERATION: Customer will cooperate with Schoenberger L.L.C. in taking actions and executing documents, as appropriate, to achieve the objectives of this Agreement.  Customer agrees that Schoenberger L.L.C. performance is dependent on Customer's timely and effective cooperation with Schoenberger L.L.C..  Accordingly, Customer acknowledges that any delay by Customer may result in Schoenberger L.L.C. being released from an obligation or scheduled deadline or in Customer having to pay extra fees for Schoenberger L.L.C. agreement to meet a specific obligation or deadline despite the delay.

ENTIRE AGREEMENT - SURVIVAL: This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Customer and Schoenberger L.L.C. respecting the subject matter hereof.  This Agreement may only be amended by an agreement in writing executed by the parties hereto.

FORCE MAJEUR: Schoenberger L.L.C. shall not be responsible for delays or failures (including any delay by Schoenberger L.L.C. to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control.  Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.

USE BY THIRD PARTIES:  Work performed by Schoenberger L.L.C. pursuant to this Agreement are only for the purpose intended and may be misleading if used in another context.  Customer agrees not to use any documents produced under this Agreement for anything other than the intended purpose without Schoenberger L.L.C. written permission.  This Agreement shall, therefore, not create any rights or benefits to parties other than to Customer and Schoenberger L.L.C..

LATE PAYMENT: If Customer fails, for any reason, to make any or every payment on or before the due date indicated on their invoice SCHOENBERGER L.L.C. may discontinue service with or without notice to Customer. Unpaid invoices shall accrue interest at the rate of 20.0% per month or maximum amount allowed and forcible by law.  Upon failure to make such payments, Customer shall be responsible for all cost and expense incurred by SCHOENBERGER L.L.C. for collection, including court cost and attorney’s fee.  SCHOENBERGER L.L.C. imposes a returned check fee of $31.00 for any check returned by Customer’s financial institution as a result of insufficient funds or stopped payment.

ENTIRE AGREEMENT: Customer acknowledges that the only terms and conditions of this agreement are those stated within this document and that there are no other terms or provisions which apply other than those printed herein. Schoenberger L.L.C. without notice to the customer may revise or change any part of this agreement at any time.

ACCEPTANCE OF AGREEMENT: By signing this agreement customer understands and takes full responsibility for paying all amounts owed for any and all services agreed on as specified in this agreement and the original proposal submitted to and accepted by the customer provided by Schoenberger L.L.C. to consumer pursuant to the terms and conditions of this agreement to Schoenberger L.L.C. on receipt of invoice and in full. In the event the customers fails to pay any and all amounts owed to Schoenberger L.L.C. said customer shall be charged interest and be subject to costs & expenses including but not limited to late fees, court costs and attorney’s fees. By signing customer understands and agrees and takes the full responsibility of this agreement in it’s entirety.

This page was last modified on 12.01.09