USM TRansfield Services Group review: NONPAYMENT 16

I have been with the usps in central new hampshire for 3 years.the ups swiched to usm and it has been a big pain to get paid on time.every single month i send in my invoice to get paid and have to pay them 5%of my check to get paid in the next 30 days.i am currently waiting for august payment which i optd for early pay and am being charged 45 dollars and still have not recieved my check.i am honestly at my wits end with these people, what can i do to get these people out of buisness?

#5 Payment Obligation is comical!

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SUBCONTRACTOR AGREEMENT
This Agreement (“Agreement”), dated this ___ day of _______________ 201__, is entered into between USM, Inc. (“we”, “us” or
“USM”) whose address is 1880 Markley Street, Norristown, Pennsylvania 19401 and _________________________________________
(“you”), whose address is __________________________________________________.
WHEREAS, we desire you to provide maintenance services according to the provided specifications set forth on schedules and/or
exhibits issued hereunder (the “Services”) to our customer(s) at one or more locations that we designate; and
WHEREAS, you are an experienced maintenance company that desires to perform the Services to our customers’ satisfaction.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Safety. Our employees are required to comply with our Mandatory Safety Rules (the “Rules”). The Rules are intended to increase
the focus on the most significant safety risks. We ask you to familiarize yourself with the Rules set forth below. You and your employees
and agents that perform any Services shall comply with the Rules. Any breach of a Rule shall be considered a serious violation of this
Agreement and may result in immediate termination of this Agreement.
1. Always verify and tag or lock all energy isolations.
2. Never remove another person’s Danger Tag or Personal Lock without written authorization.
3. Always operate equipment and machinery within defined safety limits.
4. Never begin a skilled task or operate equipment and machinery unless qualified.
5. Always obtain authorization before entering a confined space.
6. Never disable or override a safety device without written authorization.
7. Always protect against falling where you can fall more than 6 feet.
8. Never work or travel under a suspended load.
9. Always wear seatbelts when a vehicle is in motion.
10. Never consume or be under the influence of alcohol or illicit drugs while at work.
2. Term and Termination. Unless terminated earlier or extended as provided in this Agreement, the Services to be provided hereunder
shall be for a term of one (1) year commencing with the date first set forth above (the “Initial Term”). If neither party gives notice of
termination to the other party prior to the expiration of the Initial Term, this Agreement shall automatically extend for additional one-year
periods (each, an “Additional Term”), until a notice of termination is given by a party as provided in this Agreement. The “term” of this
Agreement shall mean the Initial Term and any Additional Terms.
This Agreement or any schedule to this Agreement may be terminated by either party for any reason upon seven (7) days prior written notice
by the terminating party delivered to the non-terminating party.
This Agreement or any schedule to this Agreement may be terminated by us, upon one (1) day’s notice, if: (i) we or our customer notifies
you that your Services are unsatisfactory; (ii) you violate any provision of this Agreement; (iii) you fail to maintain the required insurance,
reduce your coverage, or cancel the required insurance without our written consent; (iv) you are unable to perform the Services; (v) you
assign this Agreement, become insolvent, or declare bankruptcy; (vi) you subcontract the Services without written authorization from us; (vii)
you fail to fully cooperate with us or our customer in any security investigation; (viii) our customer receiving the Services cancels their
contract with us; or (ix) you violate the Safety provisions of this Agreement.
If this Agreement is terminated all schedules to this Agreement shall be deemed terminated.
3. Services. We will set forth the term, specifications and pricing for specified Services and the customer for whom you will be
performing such Services on one or more exhibits or schedules (each a “schedule”) issued to you. Upon your acceptance, such schedule shall
be deemed issued under this Agreement and subject to the terms hereof. Commencement of Services under a schedule shall be deemed your
acceptance thereof. You must perform all the Services in accordance with the time frames and specifications set forth in the schedule and to
our customer’s satisfaction. You will perform the Services on the days and during the hours specified by our customer(s). Time is of the
essence. You will provide the day-to-day management and supervision of the Services performed by your personnel. You specifically
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understand and agree that neither we nor our customers will supervise any of your employees nor any aspects of the Services you provide. In
addition, you are required to furnish at your own expense all supervision, labor, equipment, materials, and supplies to provide the Services.
You agree to use materials, products, and equipment approved by our customer(s) for the Services, and you agree to keep such equipment in
satisfactory condition and in safe working order. You will immediately correct, without additional charge, any Service that does not meet the
specifications, and we may deduct up to the full amount due to you for any Service that you do not correct. Upon request of our customer,
you further will replace any crew or individual within 24 hours of receiving notice from us of the customer’s request. You will comply with
all procedures specified by us and/or our customers in performing the Services. You understand and agree that there is no guarantee as to the
number of locations or volume of business you will be awarded under this Agreement. You hereby recognize that your investment in
equipment, materials, personnel and facilities utilized to render the Services described herein may not be fully realized upon the expiration or
termination of this Agreement.
4. Billing and Payment Procedures. Your billing procedures shall be detailed on a schedule(s) to this Agreement. The billing
procedures may vary by location depending on the type of Service(s) you are providing for that location. Pricing shall be provided on
separate schedule(s) to this Agreement. Prices shall be “all inclusive” and shall include costs for all materials, supplies, labor and taxes. You
are required to invoice USM to receive payment. You must provide all documentation required to validate the Services invoiced. Your
timely submission of an invoice is a condition precedent to our obligation to pay you. Invoices received after the designated time frames set
forth in a schedule shall not be deemed valid for payment and thus, will not be paid. Further, any submission of an invoice that is not
within such time frames and therefore, prevents us from billing or collecting any amount from our customer, will result in no
payment for the Services provided. If we do not receive an invoice within ninety (90) days from the date of the service invoiced, then you
have not completed your performance of that service and we are not obligated to pay you for that service. If we have made any advances to
you, then we shall deduct the advanced amount from your payment. Subject to the foregoing and Section 5 below, we will send payment to
you 30 days after the date that we receive and process your invoice (the “Payment Period”) so long as: (i) we receive your invoice; (ii) we
receive a signed work order within the designated time frame and supporting documentation (if applicable); (iii) you have properly used the
IVR procedures after each Service (if applicable); (iv) we have received your insurance certificate demonstrating the required coverage and
additional insured language; and (v) we have verified that you have provided the Services to our customers satisfaction. If you request
expedited payment, we may charge you 5% of the invoice amount, as well as any third party expenses we incur to expedite delivery of
payment to you, with such amounts being deducted from the amount of your invoice.
5. Payment Obligation. Subject to applicable law, we are not obligated to pay you until we receive payment from our customer for the
Services that you provide and you assume the risk of non-payment by our customer for any reason including, without limitation, our
customer’s bankruptcy, insolvency, reorganization, financial distress, nonperformance or dissatisfaction with the Services. In no instance
may you, your officers, shareholders, employees, contractors, or agents seek to collect payment from our customers. We are not required to
take legal action to enforce customer payments. To the extent permitted by law, you hereby agree that you and your subcontractors shall not
place a lien on our or our customer’s property. Please note that in most states, the Services are not deemed lienable as they are not
improvements to property. If a lien is placed on our or our customer’s property, we shall be permitted to discharge it, and you agree to
reimburse us for all costs and expenses related thereto.
6. Volume Discount. A schedule may also set forth a discount based on volume (the “Volume Discount”). Such discount will be
applied to your invoices for Services performed under such schedule if six months have passed from the signing of this Agreement and we
have paid you at least $10, 000 in any twelve-month period (whether under such schedule, another schedule, this Agreement or another
agreement between you and us). You should be certain that you are in agreement with the discount set forth in a schedule prior to accepting
such schedule.
The following is an example illustrating how such Volume Discount works: In January, Double A signs an Agreement with USM and accepts
a schedule listing a Volume Discount of 4%. Double A grows its business with us and by August 30 has been paid $10, 000. In September,
Double A submits an invoice for $1, 000. Because Double A+ has been paid at least $10, 000 and more than six months have passed from the
signing of an Agreement, we may discount payments to Double A by 4% starting with the $1, 000 invoice submitted for September.
Therefore, $960 will be paid to Double A for the September invoice.
7. Compliance with the Law. You agree to:
(i) complete an Employment Eligibility Verification Form, also known as a Form I-9, for each person who performs work
for you. The form requires each person who applies to work for you to provide proof of identity and employment eligibility. The
form must be retained for the later of (a) three years after the date of hire, (b) one year from the date of termination of this
Agreement and (c) the time period for retention required by applicable laws. A person’s employment eligibility must be re-verified
if an employee’s work authorization is about to expire. If required, you agree to comply with the federal program known as “EVerify”;
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(ii) comply with all federal, state, and local employment and payroll taxes, withholding and reporting requirements for all
individuals who provide services in connection with this Agreement;
(iii) comply with all applicable provisions of federal, state, and local laws, regulations, and orders affecting safety and
health including, without limitation, the Occupational Safety and Health Act (OSHA);
(iv) comply with all federal, state, and local laws applicable to the Services and the performance thereof, including but not
limited to, employment and wage and hour laws, and requirements relating to minimum wage and overtime, meal breaks and rest
periods, as well as applicable laws relating to child labor, workers compensation, unemployment insurance, statutory disability, and
discrimination;
(v) obtain any licenses or permits required by governmental entities to legally perform your obligations under this Agreement;
(vi) establish and maintain policies and procedures to comply with all regulations of the Office of Foreign Assets Control
(“OFAC”), to screen and monitor any beneficiary of your company to confirm that such beneficiaries do not appear on any lists
issued by OFAC, including without limitation the Specially Designated Nationals List; and
(vii) observe and comply with our security procedures and practices, as well as those of our customers, and comply with
our standards of conduct, including without limitation, the Code of Business Conduct and Ethics of our parent, EMCOR Group,
Inc., (“EMCOR”) which can be found at www.emcorgroup.com under corporate governance/corporate governance documents.
You agree to cooperate fully with us with respect to any request made by us to ensure compliance with this Agreement. Without
limiting the scope of the foregoing sentence, you agree to permit us, at our request and upon reasonable advance notice, to visit your offices,
to interview employees and review and copy your records related to this Agreement. Attached to this Agreement is a compliance certification
survey that you must sign and return to us with the executed Agreement. From time to time, you may be requested to reconfirm your
compliance with applicable laws by executing and returning other certification surveys. You may also be requested to provide documentation
to us to demonstrate your compliance with applicable laws which may include, but not be limited to, a list of your employees who perform
Services under this Agreement, as well as Forms I-9, Forms W-2, and payroll stubs or payroll information regarding those employees. Your
failure to cooperate with any of our requests is grounds for us to immediately terminate this Agreement.
8. Insurance. During the term of this Agreement, you must purchase and maintain the insurance coverage specified below.
Concurrently with execution of this Agreement, you shall provide us with certificates of insurance evidencing the insurance required
pursuant to this Section, and upon our request, with complete copies of all insurance policies – including all endorsements - required to be
carried by you. All insurance shall be placed with insurance companies acceptable to us and fully licensed to do business in the State where
the Services are performed, and include all of the requirements set forth in this Section. All insurance companies must have an AM Best’s
rating of at least “A- VII” or better. All approved subcontractors that you retain under this Agreement shall also be required to obtain and
maintain the type of insurance coverage required by this Section, with the limits set forth below.
Prior to the commencement of the Services, you shall obtain and maintain or cause to be obtained and maintained the following
insurance, in amounts not less than those specified below:
(1) Workers' Compensation insurance in accordance with the laws of the State in which your employees engage in Services under
this Agreement. Where not prohibited by law, the policy shall contain a Waiver of Subrogation endorsement in favor of us.
(2) Employer's Liability insurance in an amount not less than $100, 000 each accident, $100, 000 each disease, $200, 000 policy limit
for each state in which your employees engage in Services under this Agreement.
(3) Commercial General Liability (CGL) on ISO Form CG 00 01 12 04, or equivalent with limits of liability of not less than:
i. Each Occurrence: $1, 000, 000
ii. Personal Injury $1, 000, 000
iii. General Aggregate $2, 000, 000
iv. Product-Completed Operations Aggregate $2, 000, 000
v. Fire Damage (any one person) $50, 000
vi. Medical Expense (any one person) $5, 000
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These amounts are subject to increase as required by our customers.
The CGL policy shall contain either by inclusion in the form or by separate endorsement the following coverages:
· Product-Completed Operations Hazard (to be maintained 2 years beyond completion of the Services);
· Blanket Contractual Coverage (including coverage for the indemnity clauses provided under this Agreement);
· Broad Form Property Damage Liability;
· Personal Injury Liability with Employee and contractual exclusion deleted;
· Independent Contractors Liability;
· Waiver of Subrogation in favor of us – ISO Form CG 24 04 11 85 or equivalent;
· The policy shall be endorsed, via CG 20 33 07 04 and CG 20 37 07 04 or equivalent providing both Ongoing and
Completed Operations, to add as an Additional Insured without restriction and to include coverage for premises,
operations, and products-completed operations (to be maintained 2 years beyond completion of the Services) and
must include the following language:
Section II – Who is An Insured is amended to include as additional insureds
EMCOR Facilities Services, Inc., USM, Inc. and its customers and all of
their respective directors, officers, representatives, employees, agents,
subsidiaries, divisions, affiliates and successors with respect to liability for
“bodily injury”, “property damage” or “personal and advertising injury”
caused in whole or in part by the acts or omissions of either you or the
additional insureds:
· Other Insurance clause modified so that your policy is primary and non-contributory to any of our valid and
collectable policies. It is further understood and agreed that any policies maintained by us or in our name or on
our own behalf, or by our customers on their own behalf shall be excess only over any valid and collectible
insurance maintained by you on your own behalf and on behalf of us and our customers.
(4) Commercial Automobile Liability:
i. Comprehensive form liability (Symbol 1) covering any auto, including all owned, hired and non-owned autos;
ii. Combined single limit of liability in an amount not less than $1, 000, 000;
iii. Shall include contractual liability coverage for indemnity provisions of this Agreement, including injury to your employees;
iv. Policy shall be subject to the same requirements as CGL policy regarding the entities required to be named as Additional
Insured, Waiver of Subrogation and Primary and Non-Contributory provision.
All insurance required to be maintained by this provision shall be subject to the following notice provision:
This insurance shall not be cancelled, materially changed or allowed to expire without at least thirty (30) days advance written notice
to Us/Additional Insured at the following address:
USM, Inc.
Attn: Compliance Department
1880 Markley Street
Norristown, PA 19401
All insurance shall be written on “an occurrence basis.” If, however, any policies are written on a "claims made" basis, the
retroactive date shall coincide with or precede the date on which you first commenced the Services. You shall ensure that such policies are
maintained in full force and effect by you and any authorized subcontractors for at least two (2) consecutive years following completion of
the Services. In the event any such policies of "claims made" insurance are terminated, you shall purchase extended reporting provisions to
report claims arising hereunder for a period of at least two (2) years thereafter.
No policies may be canceled or materially revised without our prior written approval. Coverage specified in this Section is for
minimum amounts only and is not a warranty of the adequacy of such coverage. Acceptance of a certificate of insurance or insurance policy
does not relieve you of any responsibility or liability under this Agreement or in any way limit your liability. You must secure and pay all
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premiums on all insurance coverage required by federal, state, and local law. You must immediately notify us of any injury or claim against
you and/or us arising out of your performance of the Services, and provide us with copies of all relevant documents, including but not limited
to all summons and complaints asserting such claims. Should your aggregate limits of liability be reduced due to loss from claims, you must
reinstate or cause the aggregate limits to be reinstated to the minimum amounts specified in this Section.
At our sole discretion, we may require you to obtain additional types of insurance as required by specific accounts. Any additional
insurance shall comply with the requirements of this Agreement.
In the event that you fail or neglect to obtain, maintain or renew the required insurance as specified in this Section and fail or neglect
to furnish evidence thereof to us and provide us with the certificates of insurance and copies of policies as required hereunder, we shall have:
(a) the right, but not the obligation, to procure the above-described insurance and reduce your charges for Services by the cost thereof; or (b)
deem your failure or neglect as a material breach of this Agreement.
The required coverage, provisions, and limitations of this provision shall not limit your liability, and we, at our discretion and upon
notice to you, may increase the minimum limits of liability for those insurance policies that you are required to maintain during the term of
this Agreement.
9. Independent Contractor; Indemnification.
A. Independent Contractor. In the performance of the Services hereunder, you shall be and act as an independent contractor. Nothing in
this Agreement, or in the relationship between you and us, shall be deemed to constitute a partnership, joint venture or other similar
relationship, and you agree not to make any contrary assertion, claim or counterclaim in any action, suit or other legal proceeding involving
you and us. You are responsible for all losses, damages, judgments, liabilities, claims, injuries, costs, and expenses arising directly or indirectly
from the ownership and operation of your business, your motor vehicles, your property, and your performance of the Services. You are not
authorized to make any promise, agreement, or contract on our behalf, to bind us in any manner, or to hold yourself out as anything but an
independent businessperson. You have full responsibility for all debts and obligations of your business including without limitation all bills,
invoices, debts, taxes, payroll, and insurance costs. It is specifically understood that you will maintain all payroll records for your employees and
that we will not do so.
B. Defense and Indemnification. You shall, at your own cost and expense, defend us and our customer and both our and our customer’s
respective officers, directors, employees, agents, shareholders, partners, joint venturers, affiliates, successors and assigns (“Indemnified Parties”)
from and against all allegations (even if such allegations may be later proven false, fraudulent or groundless) asserted in any and all claims
(regardless of whether a lawsuit has been filed) reasonably related to Services you provided or failed to provide under this Agreement, regardless
of whether your indemnity obligations, specified below, ultimately apply and regardless of whether the allegations are directed solely against one
or more of the Indemnified Parties. For the avoidance of doubt, the Indemnified Parties shall have the right to proceed to arbitration to enforce
your duty to defend after the expiration of thirty (30) days from the date you were issued written notice of a claim.
To the fullest extent permitted by applicable law, you shall indemnify and hold harmless the Indemnified Parties from and against any and all
liabilities, obligations, claims, demands, causes of action, losses, expenses, damages, fines, assessments, awards, deficiencies, judgments,
settlements, and penalties, including, without limitation, costs, and expenses whatsoever (including, without limitation, court costs and attorneys’,
consultants’ and other professional fees and disbursements) incident thereto (collectively “Losses”), arising out of, based upon, occasioned by or
in connection with:
(1) Your performance of (or failure to perform) your duties under this Agreement;
(2) A violation of any law or any negligence, gross negligence or willful misconduct by you or your affiliates, subcontractors, agents or
employees (collectively, “personnel”) during either your performance of your duties under this Agreement or otherwise while you are on the
property of one of our customers;
(3) Damage to property and injuries, including without limitation death, to all persons, arising from any occurrence caused by any act or
omission of you or your personnel related to the performance of this Agreement.
(4) Your breach of any of the representations, warranties covenants or obligations contained in this Agreement.
(5) You or your personnel being declared to have “common law” or “employee” status with respect to the Services performed under this
Agreement.
(6) Your failure (i) to provide any legally required employee-related benefits applicable to your personnel performing Services under this
Agreement, or (ii) to withhold and/or remit all amounts required by applicable law, rule, regulation, or policy, including but not limited to
withholdings for Federal Insurance Contributions Act (“FICA”), Federal Unemployment Tax Act (“FUTA”), unemployment insurance,
workers compensations insurance, disability, pension, income tax and health insurance purposes.
(7) The infringement of the proprietary rights of ours, our customers’ or any third party.
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(8) Any and all losses for claims made or brought against an Indemnified Party by any former or present employee of yours or your
subcontractors arising from or connected to such employee’s tenure with you or your subcontractor or the performance of Services
hereunder, including but not limited to claims of discrimination under Title VII of the Civil Rights Act of 1991, the Age Discrimination
in Employment Act, the United States Constitution, the constitution of the State(s) in which Services are performed, or any other
municipal, local, state or federal law, order, regulation, ordinance or common law.
The indemnification obligation specified in this Section shall be construed so as to extend to all legal, defense and investigation costs incurred
by an Indemnified Party to enforce its rights to either defense or indemnification under this Section, including, without limitation, attorneys fees,
associated with any actions, including arbitrations and any appeal actions (regardless of which party initiates the appeal) an Indemnified Party
initiates to enforce its rights to either defense or indemnification under this Section, as well as other costs, expenses, settlements and liabilities
incurred by the Indemnified Parties, including but not limited to interest, penalties, and fees of attorneys, consultants, accountants and other
professionals (including expenses), from and after the time when any Indemnified Party receives notification (whether verbal or written) that a
claim or demand has been made or is to be or may be made. Where the Indemnified Parties have settled a claim (regardless of whether the claim is
in suit), they shall be entitled to indemnification for the entire amount of the settlement (i.e., you agree not to dispute the reasonableness of the
settlement amount) so long as you were given notice of the proposed settlement at least thirty (30) days prior to settlement.
Except as may be otherwise provided by applicable law or any governmental authority, the Indemnified Parties’ right to indemnification
under this Section shall not be impaired or diminished by any act, omission, conduct, misconduct, negligence or default (other than gross
negligence or willful misconduct) of an Indemnified Party or any employee of any Indemnified Party who contributed or may be alleged to have
contributed thereto in whole or in part.
C. Damage Limitation. In no event shall an Indemnified Party be liable for consequential, incidental, or special damages, including without
limitation and delay damages, lost opportunity damages or lost profits, incurred by you or your affiliates, subcontractors, agents, or employees in
connection with this Agreement or the termination of this Agreement.
10. Personnel. All individuals who perform the Services under this Agreement must be your employees, and not your independent
contractors. You will employ only trained, qualified, and responsible personnel, and will enforce strict discipline and good order among your
employees. You will selectively hire only those personnel that can competently and responsibly perform the Services. You represent that all
personnel have received appropriate training with respect to the Services and have all licenses and certifications required by applicable laws. If
required by our customer, then you, at your expense, will perform background checks or drug tests on any personnel that you intend to employ at
any of that customer’s locations. You are responsible for all employee-related benefits applicable to your employees who perform the Services.
You are responsible for withholding the personnel portion of FICA taxes, and for withholding income taxes for federal and state income tax
purposes in the manner required by law. You will, in a timely manner, pay over all amounts withheld to the Internal Revenue Service or to the
appropriate state authorities as the case may be, and will timely pay its share or all FICA and FUTA taxes for all personnel who perform the
Services. We shall not have any responsibility for these employee-related tax items and shall be indemnified and held harmless by you from any
liability, cost, or expense, including any interest, penalties, and legal fee, that may be assessed against or incurred by us in connection with your
failure to make any such payment.
11. Personal Information. When performing the Services, you may come into contact with personal information about our customers, or
clients or employees of our customers. You agree not to remove, divulge, disclose, or communicate any such information.
12. Confidential Information and Other Covenants.
A. Confidential Information. You acknowledge that confidential and proprietary business information and trade secrets of ours, our
customers, and employees including without limitation customer lists, the Services provided and the prices charged for them, Billing and
Payment Procedures, Work Orders, schedules, contracts, and other forms (collectively, the “Confidential Information”) will become known
by you. Since the unauthorized use or disclosure of the Confidential Information will cause irreparable harm to the disclosing party, you
covenant neither to reveal to others nor to use yourself, except as authorized by us in writing, the Confidential Information. You undertake
for yourself and all those acting on your behalf to keep and maintain the Confidential Information in strict confidence both during the term of
this Agreement and after its expiration or termination. You shall cause each of your subcontractors and personnel to agree to abide by the
foregoing provisions and you shall be responsible for any breach of the foregoing provisions by any of them.
B. Non-Competition. During the term of this Agreement and for a period of twenty-four (24) months thereafter, you and your
officers, shareholders, and directors agree not to contract, solicit, or do business with any of our customers (or their contractors, assigns or
designees) for whom you performed Services under this Agreement, regardless of the location where you performed the Services. IF YOU
VIOLATE THIS SECTION, THEN IN ADDITION TO ANY INJUNCTIVE RELIEF AND ADDITIONAL DAMAGES TO WHICH WE ARE
ENTITLED, YOU EXPRESSLY AGREE IMMEDIATELY TO PAY US A MINIMUM AMOUNT OF DAMAGES EQUAL TO SIX (6) TIMES OUR
EXPECTED MONTHLY REVENUE FOR EACH LOCATION THAT YOU SERVICE IN VIOLATION OF THIS NON-COMPETITION COVENANT,
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PLUS ANY LEGAL FEES, COSTS AND EXPENSES INCURRED BY US TO ENFORCE OUR RIGHTS HEREUNDER. You agree that we are
entitled to these minimum damages without the necessity of proving actual damages, and that the amount of minimum damages contemplated
herein is not a penalty and instead is a reasonable estimate of the damages that we will have sustained due to your violation of this noncompetition
covenant.
C. Non-Solicitation. You will neither solicit for employment nor hire any of our employees during the term of this Agreement and for
six (6) months following its termination or expiration.
D. Relief. You agree that the provisions set forth in this Section are reasonable and necessary to protect our legitimate interests, and
that we never would have entered into this Agreement in the absence of such restrictions. You agree that any violation of this Section shall
cause irreparable injury to us and can not be reasonably or adequately compensated in damages. You agree that we are entitled to preliminary
and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings and
profits in excess of the minimum damages specified above, in addition to any other relief to which we are entitled. These rights are
cumulative. You agree to reimburse us for all reasonable costs and attorneys’ fees incurred by us for action taken by us under this Section in
a timely manner each month as such fees are incurred by us and billed to you.
E. Advertising and Use of Marks. You agree not to use in any advertising, promotion or press release an endorsement, direct or
indirect quotes, or pictures implying endorsement by any personnel of us or our customers without our prior written approval. You shall not,
without the prior written approval of us or our customer, refer to us or our customer or any other related entities in any advertising or
published communication or use, or allow to be used, the names, logos, trademarks, service marks, patents, copyrights or trade dress of USM,
EMCOR or any customer of USM. Prior written approval shall be granted at our sole and exclusive discretion.
13. Arbitration; Waiver of Jury Trial and Punitive Damages; Governing Law and Jurisdiction.
A. Arbitration. All disputes, controversies and claims of any kind arising out of or relating to this Agreement or the rights and obligations of
the parties shall be settled through arbitration by the American Arbitration Association at its Philadelphia, Pennsylvania office, in accordance with
the Federal Arbitration Act and the Commercial Arbitration Rules. This provision shall survive the termination or expiration of this Agreement.
Nothing contained herein shall prevent us from applying to and obtaining from any court having jurisdiction, a temporary or preliminary
injunction, and/or other emergency relief to enforce our rights and your obligations under this Agreement prior to the filing of any arbitration
proceeding or pending the trial, or rendering of a decision or award pursuant to any arbitration proceeding conducted hereunder.
B. Governing Law and Jurisdiction. THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL GOVERN THE VALIDITY,
PERFORMANCE, INTERPRETATION, AND EFFECT OF THIS AGREEMENT. IF AN ARBITRATOR DOES NOT HAVE JURISDICTION, A CLAIM
CAN NOT BE ARBITRATED AS A MATTER OF LAW, OR IF THERE IS AN APPEAL FROM OR RELATING TO AN ARBITRATION, THEN THE
PARTIES AGREE TO THE JURISDICTION AND VENUE OF THE COURTS IN MONTGOMERY COUNTY, PENNSYLVANIA OR THE UNITED
STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA IN PHILADELPHIA.
C. Waivers. Both you and we irrevocably waive our respective rights to trial by jury on any action, proceeding, or counterclaim, whether at
law or in equity, brought by either you or us. No arbitration or action under this Agreement shall include, by consolidation, joinder, or any other
manner, any claims by any person or entity in privity with or claiming through or on behalf either you or us. Neither you nor we shall arbitrate or
litigate as a representative of or on behalf of any other person or entity, any dispute, controversy, or claim of any kind arising out of or relating to
this Agreement, your or our respective rights and obligations, or any other claims or causes of action relating to your or our performance under this
Agreement.
14. Assignment/Subcontracting. We may assign this Agreement without prior notice to you. This Agreement may not assigned or
subcontracted by you (in whole or in part) without our prior written consent.
15. Right to Off-set. We may withhold or off-set from any payment owed to you any amount due to us from you under this Agreement
or any other agreement between you and us.
16. Miscellaneous. If any sentence, paragraph or provision in this Agreement for any reason is deemed illegal or otherwise
unenforceable, then the validity of the remaining sentences, paragraphs or provisions shall not be affected; the unenforceable portion, term or
provision shall be deemed not to be a part of this Agreement, and this Agreement shall be construed as if such provision had never been a part of it.
Any provisions of this Agreement (including, without limitation, indemnification obligations) that may be reasonably interpreted to impose
any obligation after termination or expiration upon you or us shall survive such termination or expiration and be binding upon you and us.
This Agreement (and any exhibits or schedules issued hereunder) contains the entire agreement between you and us. No promises,
inducements or representations not contained in this Agreement shall be of any force or effect or binding upon you or us. Any pre-printed
terms or conditions appearing on an invoice from you shall be of no force and effect, and shall be expressly superseded by the terms of this
Initial ______ - 8 -
Agreement. Any modifications, changes, or variances to this Agreement made by you shall be void and of no effect unless made in writing
and signed by us.
Intending to be legally bound, the parties hereto have caused this Agreement to be executed under seal by their authorized representatives
on the date first above written.
You: ___________________________________ Us: USM, Inc.
Print complete business name. Indicate a
fictitious name with “d/b/a”
___________________________________ _________________________________
Signature Signature
___________________________________ _________________________________
Print Name Print Name
___________________________________ _________________________________
Title Title

I have a attached there Subcontractor Agreement contract. Does anyone else see a problem with this?

We submitted all our invoices to the store, after the same run around from USM... the invoicing clerk posted them and we were paid on all services. Then 4 months later 4 check out of 15 invoices came in from USM. I waited a bit, then voided them and sent the certified mail to Ivan Dubow, marked personal and confidential. In the letter I stated the following, "USM Services and affiliates have unscrupulous, dishonest and deceitful business practices. Who willfully intend to defraud all vendors, and should be shut down permanently."
Later I received a call from the personal secretary and she stated there must have been a misunderstanding, etc... I also cc home office of Walmart, They also call and wanted to make sure that we had been paid. We have worked for WalMart for 23 years and have always been treated farely and they have always paid every bill. Don't buy what USM is selling. Good luck to you all.

Has anyone seen any of their sweeping money yet?

I am a small business owner in the southern NH area who has been under contract with the USPS for the past 12+ years and just recently was informed that USM had taken over my contract. Well, I am concerned, not only do they send a ridiculous package of paperwork but their contract reads like a bad novel but then they had the nerve to offer me 44 cents on the dollar for the same scope of work I have been doing for years. I then took a walk on the Internet and I was horrified. What kind of company is this? What was the government thinking? Did anyone do a background check on these people? Even Walmart was smarter...help...

I would like to have everyone call dateline and let them know what is going on. They seem to be able to get in where others cant to investigate. I am like everyone else I want my money too! Just think how much money is going into their pockets and not being reported, with their office skills!

You are all so right. USM should be run out of business. They take advantage of the little guy and make every excuse in the book not to pay. I run a 18 yr sweeping business in florida and they owe me thousands of dollars dating back to March. I even have Walmart Corp. sending emails demanding they pay us the money we worked for. I call daily and get the same old crap. I'm on board for any type of lawsuit that might be in the works. Feel free to contact me.

Reese Upthegrove
Performance Power Sweep, LLC
[protected]

I have contracted to usmservices for parking lot sweeping in Las Cruces NewMexico. USMSERVICES was terminated by WAL-Mart after 3 months of work. USMSERVICES owe my company 7650.00 for work done and kep getting the run around. USMSERVICES shows a pattern fo nonpayment, I 'am currently taking legal action against USMSERVICES. The Tortuga Tony

you are lucky that it is only $6k or$10K. We are owed over $70, 000 from Feb 2011. Everything has been submitted and I call almost dailiy to get answers. If there is a lawsuit please contact me because I am totally on board. It is CRAZY! We hve worked for USM for the last 6 years and this has been the worst year. I too agree that I have never had to chase money that I worked hard for ever like I have to with them. USM needs to be reported to the BBB or something.

If you are not getting paid by USM that means USM's client is not paying them. This is how the contract reads. Even thought these companies are making huge profits someone needs to do a story on why they are not paying their bills. I suppose the more bills you can get away with not paying the more profits you make but how these companies can just not pay gets me. The huge corporations are doing alot of damage to small companies all over the United States and its horrible someone needs to put a stop to it. The greed that is coming from the people that are running these companies is just deadly. I would suggest class action agaisnt the client not USM. USM is trying to get the clients to pay them but the clients will think of any reason not to pay or will not even give them a reason they simply tell them they are not paying bills. With some services this puts the clients customers and employees in grave danger. These huge companies are telling us that they do not care about the welfare of its customers or anyone for that matter. There needs to be an investigation on this its time to pay your bills or no one will service locations.

We have been in business for over 21 years, & I totally agree that working with USM has been a circus act. We have jumped through hoops for them, & have done everything that was asked of us. We have sent paperwork, over & over again because they said they haven't received it. Now when it's time for us to be paid for our services, I get no response from phone calls made, or e-mails sent. What can be done by us, as hard working people, just trying to make a living & pay our bills, to get someones attention on this matter? Has anyone thought about bringing this matter to the attention of the media, since USM is hurting so many of us little people? I think we all need to pull together & fight, & not let them get away with this. If anyone agrees with me, or has any ideas on this matter, please feel free to contact me at earthfriendlylandscaping@gmail.com & let's see what we can do. Thank You!

We have been in business for over 34 years and just recently started contract services with USM for Walmart. It has been the most ridiculous circus act we have ever come across. We still have not been paid for services on snow removal in February 2011. And now being delayed almost to the point of being denied payment for spring clean up. This company is a joke. They add more work to daily duties than what is actually neccessary. They owe us over $20, 000.00 for services. Thank God they have terminated the contract with Walmart so after May 30th, I dont have to worry about crossing my t's and dotting all of my i's for theur benefit. Good riddance USM. Its been a bad relationship from the start and we are glad that its coming to an end. THIS HAS GOT TO BE THE WORST COMPANY WE HAVE EVER PROVIDED SERVICES FOR. PLEASE KEEP YOUR DISTANCE FROM THEM.

I have a parking area sweeping company in the phoenix area and have don sweeping for USM on vairous sites for over 7 years and we have had to put up with a bunch of crap in the past like a 7.5 % rebate they deduct from every invoice that we send in... And each year when we raise our prices to keep up with the cost of living we cant charge USM the increase in fact they have lowered our rate EVERY year... but as a good business man i have found ways to make their jobs profitable by cutting corners not good for the customer but we will not sweep for free.. I am imbaresed to say we are part of the Wal Mart USM debacle and wer offered 15 stores and they said they had excepted our bid but when it came time to sign the paper work they wanted us to sweep SuperCenters for $30.00 per sweep 7days a week. thats about $15 per hr.. hell i have drivers that get paid more than that.. so i refused the super centers and focused on the neigborhood markets and it looked like we could make a small profit.. so we started on FEB 21 2011 and it is now May 7 2011 and we still have not been paid for the walmarts not one dime... just like the guy says above keep hearing that the paper work in wrong the we fix it and then 2 weeks later something is wrong... this company needs to be put out of business and i would love to be bart of any movement to do so...
LIFE IS TO SHORT TO WASTE YOUR TIME OR YOUR REPUTATION WORKING WITH USM...

We have had the same problems with USM, we provided snow removal starting november 2011 tthru march 2011, non paid invoice amounts due over $6000.00 . Every invoice we submitted had an issue, after the 30 day due date they would call and say they didn't recieve the invoice or there was something wrong in which there wasn't, we had confirmation they recieved these invoices,
Today we recieved a call from USM saying they needed invoices from november so they can process them for payment, the invoices they requested have been paid, we asked about the unpaid invoices due, they said they haven't received payment yet, tho we know they have our customer we provided the service for has paid USM on these invoices.
As contracted contractors with USM we have done our job, working all hours night, day, on call 24/7 in fridged conditions, paying wages, fuel, insurance, salt, chemicals etc.
Never in our business of 16 years have we been lied to, resent invoice after invoice or spent more money, on trying to get paid.
I strongly warn any company that USM approaches as a potential service providers to hang up the phone, If there is a class action suit started or being started we are on board, we are now fileing a complaint with the Better Business Bureau in the states USM
provides sevices in.