Rise & Shine Drone Cleaning-RTA Services LLC
COMMERCIAL MASTER SERVICE AGREEMENT & TERMS OF SERVICE
(Exterior Softwash, Window Cleaning, and Parking Garage/Surface Power Washing)
This Commercial Master Service Agreement & Terms of Service (the “Agreement”) is entered into as of [Effective Date] by and between "Client", and RTA Services, LLC dba Rise & Shine Drone Cleaning (“Contractor”), with principal office at 8829 Kentucky Derby Drive, Waxhaw, NC 28173. Client and Contractor may be referred to individually as a “Party” and collectively as the “Parties.”
1. PURPOSE AND STRUCTURE
1.1 Master Terms; SOWs. This Agreement sets forth the terms under which Contractor will provide exterior building softwash, window cleaning (exterior), and parking garage/surface power washing for commercial and multifamily properties via one or more Statements of Work (each, an “SOW”).
1.2 Order of Precedence. If a conflict exists, the SOW controls for that SOW; then this Agreement; then Exhibits.
2. SCOPE OF WORK
2.1 Services. Contractor will perform the Work described in the applicable SOW at commercial/multifamily/hospitality/storage properties. Contractor provides commercial exterior cleaning services, which may include: (a) drone‑assisted, traditional wand, water fed pole and softwash/power wash of façades; (b) exterior‑only window cleaning unless otherwise stated; (c) parking garage/deck/sidewalk/hardscape cleaning; and (d) roof and/or solar panel cleaning if expressly included in the SOW [ADD]; (e) related site protection, barricading, traffic control, and water‑recovery measures identified in the SOW.
2.2 Methods & Materials. Contractor may use industry‑standard methods including diluted sodium hypochlorite (SH), surfactants, neutralizers, pure/deionized water systems, mechanical pressure washing equipment, and drone technology. Contractor determines sequencing and methods consistent with law and the SOW
2.3 Exclusions. Unless expressly included in an SOW, Work excludes: Private/Inset Balconies and Roofs for standard exterior cleaning, interior window cleaning, screen removal; interior leak investigation/repair; caulking; sealants/coatings; glass restoration; rust/efflorescence remediation; paint removal; vegetation replacement; pest/bird remediation; and structural or waterproofing repairs.
3. CLIENT PREPARATION & RESPONSIBILITIES
3.1 Access & Utilities. Client provides safe, timely access to a functional water source(s) or hydrant access/permits, electrical power if needed, keys/codes, loading dock access, and drone flight clearance.
3.2 Notices. Client will notify residents/tenants/staff of dates, hours, precautions, and closures using Contractor’s notice (Exhibit D sample) or Client’s equivalent. Client enforces parking relocations, balcony clear‑offs, and access arrangements.
3.3 Vehicles & Personal Property. Client ensures vehicles are removed from Work zones and adjacent overspray areas per the SOW phasing plan. Vehicles left in or near Work areas may be misted/oversprayed; Contractor is not responsible for pooling water, spotting, residue, or damage to vehicles/personal property not removed or adequately protected by Client. Return‑trip/spot‑clean charges apply where access is blocked.
3.4 Sensitive Areas & Water Intrusion. Client identifies spaces vulnerable to water intrusion (e.g., storage, electrical/telecom rooms, retail under slabs) and coordinates protections/relocations. Client represents façades, windows, doors, penetrations, fixtures, and electrical components are in good repair and weathertight. Contractor is not responsible for intrusion through pre‑existing deficiencies, failed seals, or defective construction.
3.5 Vegetation/Landscaping. Client identifies valuable/sensitive plantings during a pre‑job walk. Contractor will pre‑wet, rinse, and neutralize per best practice, but cannot guarantee zero impact; Client will shut off/adjust irrigation 24 hours before through 24 hours after Work.
3.6 Protections, Barricades & Security. Unless stated otherwise, Client furnishes security, opens/closes garages, and enforces barricades/parking relocations per the phasing plan. Failure to clear areas as scheduled may result in standby or return‑trip fees. Closures are coordinated so at least two (2) levels/day are empty during Work hours, 7am to 7pm.
3.7 Permits & Approvals. Client secures property/ownership approvals and any municipal/HOA/site‑specific permits not expressly assigned to Contractor in the SOW.
3.8 Garage Clearance & Phasing. For garage cleaning, Client is responsible for keeping scheduled levels/lanes fully empty during the daily Work window. Unless otherwise specified, garage cleaning focuses on slabs, curbs, ramps, and drains. Technicians will backpack blow all debris from the scheduled work area, Interior floor(s)/level(s) and ramps will be power washed using high pressure surface cleaners/drone robotic technology to clean the concrete surfaces, water runoff will be filtered and/or reclaimed pursuant to EPA guidelines. Does not include walls, ceilings, gates or pipes of the garage. Charges apply per §8.5.
4. DRONE (UAS) OPERATIONS
4.1 Compliance. Contractor operates under FAA Part 107 and applicable authorizations; flights within VLOS unless otherwise permitted; required distances from non‑participants; location restrictions observed.
4.2 No‑Fly/Weather Limits. Contractor may suspend/reschedule due to wind, precipitation, visibility, temperature, TFRs, or site hazards (e.g., sustained winds ≥ 20 mph, lightning within 10 miles, or visibility < 3 miles).
4.3 Privacy & Recording. Drones may capture photo/video for documentation, QA/QC, and safety. Contractor will not intentionally record areas unrelated to the Work. Client includes this notice in communications (Exhibit C).
5. ENVIRONMENTAL & WATER RECOVERY
5.1 Compliance. Contractor implements BMPs for wash‑water capture, filtration, and lawful disposal consistent with federal, state, and local requirements (including MS4/stormwater rules). Contractor follows guidelines to be in compliance with all EPA/OSHA job requirements.
5.2 Hydrants. If hydrant access is required, Client obtains permits/meter unless assigned to Contractor in the SOW; related fees are billable to the Client.
5.3 Regulated Materials. Encountered biohazards, lead paint, asbestos, or other regulated materials may require Work stoppage and change order.
6. EXISTING CONDITIONS; KNOWN RISKS; DISCLAIMERS
6.1 Pre‑Existing Conditions. Contractor is not responsible for pre‑existing damage, defective/aged materials, deteriorated seals, fabricating debris on glass, hard‑water staining, oxidation/chalking, efflorescence, pitted/spalled/patched concrete, failing coatings, or deteriorated paints/finishes. Conditions may become more apparent after cleaning; this is not Contractor‑caused damage.
6.2 Glass & Windows. Hairline scratches, fabricating debris, or coating failures may be revealed. Scrapers are not used on tempered glass with fabricating debris unless Client authorizes in writing.
6.3 Water Intrusion. Façade/garage cleaning can cause temporary dripping through existing cracks/joints or failed waterproofing; Contractor is not responsible for water entering through pre‑existing deficiencies.
6.4 Chemicals & Vegetation. Softwash solutions may stress sensitive plantings despite best practices; Client accepts residual risk.
6.5 Garage Specific. Cleaning overhead decks/beams may dislodge dirt, salts, and scale; dripping onto vehicles/contents below is expected. Client fully clears scheduled areas; Contractor is not responsible for spotting/residue/surface damage to vehicles/contents not removed.
6.6 Noise, Overspray & Mist. Noise, mist, and overspray are inherent to the Work.
6.7 Windows—Spotting. Unless DI/purified exterior window cleaning is included, basic rinsing may leave spotting/haze; detailed window cleaning/restoration is excluded unless added by SOW.
6.8 Stains/Deep Contamination. Some stains (oil, tire marks, rust, tannins, embedded biological growth) may not fully remove due to age/porosity/contamination.
6.9 Concrete/Masonry Appearance. Cleaning may reveal pre‑existing imperfections, variations, pitting, soft paste, or color inconsistency; dislodging of loose mortar/scale can occur during proper cleaning and is not damage. See also Client weathertight representation in §3.4; Contractor not responsible for water entering through pre-existing deficiencies.
7. SCHEDULE; DELAYS; CHANGE CONDITIONS
7.1 Schedule. Work occurs during SOW dates/hours, subject to weather/site conditions. Night/weekend/off‑hour premiums will be stated in the SOW.
7.2 Differing Conditions. If actual conditions differ from those disclosed or reasonably visible at bid (e.g., access limits, added areas, heavy buildup, hazards), Contractor will issue a change order. Added Work is billed per Exhibit A/SOW.
7.3 Suspension/Rescheduling. Contractor may suspend for safety, regulatory, or weather reasons; Parties will reschedule promptly; such delay is not a default.
8. FEES; INVOICING; PAYMENT
8.1 Pricing. As stated in the SOW/Exhibit A. Unless otherwise stated: mobilization, barricading, and standard protections are included; permits, hydrant meters/fees, extraordinary debris/biohazard handling, additional water access/generator usage, and after‑hours premiums are additional.
8.2 Terms. Default invoicing: 100% upon completion; payment due Net 15 days from invoice date. Late balances accrue 5% per month or the maximum allowed by law.
8.3 Deposit & Payment Methods. A 20%–30% non‑refundable deposit may be required to secure scheduling and is applied to the contract price. Credit card payments may incur a 3% processing fee. Returned checks carry a $75 processing fee.
8.4 Non‑Payment. Contractor may suspend Work for non‑payment; Client is responsible for collection costs including reasonable attorneys’ fees; lien rights reserved as permitted by law.
8.5 Standby/Return Trips. If areas are not cleared or access not provided per the SOW (e.g., vehicles left in spaces, balconies/patios not cleared), Contractor may (a) remain on standby at T&M rates or (b) demobilize and return later. Standby/return charges are in addition to contract pricing.
9. ACCEPTANCE; WARRANTY; CLAIMS
9.1 Walkthrough. At substantial completion, Parties conduct a walkthrough or Contractor provides photo documentation. Client identifies punch items within 48 hours in writing.
9.2 Limited Warranty. Work will be performed in a workmanlike manner consistent with industry standards. Remedy is repair or re‑clean of the affected area within 14 days. Regrowth, mineral staining, oxidation, and substrate defects are excluded.
9.3 Claims Window. Client must submit written notice of any alleged damage within 7 days of discovery (and no later than 15 days after completion), with photos and location details; failure to provide timely notice prejudices investigation and voids the claim.
10. RISK ALLOCATION; INDEMNITY; LIMITATION OF LIABILITY
10.1 Indemnity—Contractor. Contractor will indemnify, defend, and hold harmless Client from third‑party claims for bodily injury or direct property damage to the extent caused by Contractor’s negligence or willful misconduct in performing the Work.
10.2 Indemnity—Client. Client will indemnify, defend, and hold harmless Contractor from claims arising out of (a) Client’s failure to perform Section 3 responsibilities; (b) undisclosed/unprotected sensitive areas; (c) vehicles/personal property not removed; (d) pre‑existing defects; and (e) Client’s violation of law/permits.
10.3 Waivers. Each Party waives subrogation to the extent covered by required insurance.
10.4 Liability Cap. Except for bodily injury, gross negligence, or willful misconduct, Contractor’s total liability under any SOW shall not exceed the fees paid for the portion of Work giving rise to the claim. No Party is liable for indirect, incidental, special, consequential, or punitive damages.
11. INSURANCE
11.1 Minimum Coverage. Contractor maintains: (a) CGL $1,000,000 per occurrence / $2,000,000 aggregate (incl. completed ops); (b) Auto $1,000,000 CSL; (c) Workers’ Comp/Employer’s Liability $1,000,000; (d) Umbrella/Excess $3,000,000; (e) Aviation (UAS) Liability $1,000,000 per occurrence. Pollution liability may be added per SOW where required.
11.2 Certificates. Upon request, Contractor provides COIs naming Client/property owner as additional insureds on a primary/non‑contributory basis with waiver of subrogation where commercially available (see Exhibit D). Please request at least 5 business days prior to start of Work.
12. SAFETY & SITE RULES
12.1 Compliance. Contractor complies with applicable safety laws and uses appropriate PPE, barricades, and signage; Client provides site rules and orientation requirements in advance.
12.2 Incidents. Parties promptly notify each other of any incident, injury, or property damage and cooperate in investigation and mitigation.
13. INTELLECTUAL PROPERTY; PHOTOS; PUBLICITY
13.1 Media. Contractor may take photos/video for documentation, QA/QC, and safety. With Client approval (not unreasonably withheld), non‑identifying before/after images may be used for marketing; resident/tenant identities will be blurred/redacted.
13.2 Records. Drone flight logs and media are Contractor records; upon request, Contractor may provide select images relevant to punch/claims.
14. TERM; TERMINATION
14.1 Term. This Agreement begins on the Effective Date and continues for two (2) years unless terminated earlier.
14.2 Cancellation/Convenience. Client may cancel with written notice. If Client cancels within 7 days of the scheduled start date, a 10%cancellation fee applies; if cancellation is within 72 hours of start orWork cannot proceed due to ongoing construction/unprepared site, a $1,000fee or 15% of the total estimate (whichever is greater) applies.
14.3 For Cause. Either Party may terminate for material breach not cured within 10 days of written notice. Client remains responsible for Work performed and non‑cancelable costs.
15. DISPUTE RESOLUTION; GOVERNING LAW
15.1 Good‑Faith Resolution. Parties will escalate to senior representatives for good‑faith resolution before litigation.
15.2 Venue/Law. This Agreement is governed by the laws of the State of North Carolina without regard to conflicts rules; exclusive venue lies in state or federal courts located in Union County, NC.
16. MISCELLANEOUS
16.1 Independent Contractor. Contractor is an independent contractor.
16.2 Subcontractors. Contractor may use qualified subcontractors and remains responsible for their performance.
16.3 Force Majeure. Neither Party is liable for delays or non‑performance due to events beyond reasonable control.
16.4 Notices. Notices must be in writing and delivered by personal delivery, certified mail, recognized courier, or email with confirmation.
16.5 Entire Agreement. This Agreement, SOWs, and Exhibits constitute the entire agreement.
16.6 Assignment. Neither Party may assign without consent, except to an affiliate or as part of a merger/sale of substantially all assets.
16.7 Severability; Waiver. If any provision is unenforceable, the remainder remains in effect; failure to enforce is not a waiver.
16.8 Counterparts; E‑Sign. This Agreement and SOWs may be executed in counterparts and via electronic signature.
EXHIBIT B – STATEMENT OF WORK (SOW) TEMPLATE CUSTOMIZED FOR EACH CONTRACT
Property: [Name/Address]
Areas: [Façades/levels/entrances/ramps. Must detail WINDOWS ONLY specifically if chosen. This should be very specific and reference an additional exhibit with photos]
Scope: Soft washing uses low-pressure water and cleaning solution mixtures to clean surfaces of mold, mildew, algae, pollen, dust, and other contaminants. A mixture of commercial-grade bleach and soap is applied to the building exterior and then rinsed with low-pressure water. Power washing uses high-pressure water and cleaning solution mixtures to clean concrete, asphalt and other solid surface areas. Both soft washing and power washing utilizes a combination of traditional wand, water-fed poles, surface cleaning power equipment and drone robotic equipment to achieve best results. Exterior Building Cleaning includes soft washing and cleaning all exterior surfaces as noted below. Methods, SH ranges, DI water use, water‑recovery level]
EXHIBIT C – CLIENT SITE‑PREPARATION CHECKLIST
Prior to Contractor's arrival, Client agrees to:
• Notify residents at least 5 days before the start date of any services being performed. Contractor will not be held responsible for damage to tenant property during the cleaning process or due to overspray.
• Remove all vehicles from posted Work/overspray areas by 7:00AM daily. Company will not be held responsible for damaged or dirty vehicles left in/near the work area. An additional charge may be added if technicians are asked to clean around parking spots where cars remain and can delay the length of the job resulting in additional charges
• Ensure windows/doors are closed; Contractor does not remove window screens and is not liable for screen damage. Although not required, the removal of window screens by client prior to the beginning of Work is recommended for best cleaning results.
•Notify residents/tenants and clear balconies, patios, breezeways, and sill/ledge items near Work areas and remove sensitive materials like rugs, doormats, outdoor furniture, and potted plants from the areas being washed.
• Keep pets and people indoors during cleaning and use caution for a reasonable period afterwards. Runoff may be present that could cause irritation to pet paws.
• Identify/protect sensitive rooms (electrical/IT/retail under slabs).
• Shut off/adjust irrigation from 24 hours before through 24 hours after Work.
• Provide water access (spigots/hydrants, permits/meters, backflow clearance).
• Provide access to electrical outlets for equipment. No electric access results in additional generator fees charged.
• Provide keys/codes; confirm elevator and controlled‑door schedules.
• Notify retail tenants of mist/overspray for customer notifications
• Confirm any special coatings/historic materials/warranty constraints with contractor
• Identify on‑site decision‑maker for day‑of changes and punch/change order sign‑off. [DEL]
• Client must ensure no ongoing construction and/or other property improvement/maintenance projects are occurring during service. This results in limited access to areas and extends the time of the Work. A cancellation fee of $1000 will be charged if Company arrives and work cannot proceed due to ongoing construction/capex improvement projects.
EXHIBIT D – RESIDENT/TENANT NOTICE TEMPLATE – Contractor will provide a custom notice for distribution to your residents
Project: Exterior Cleaning and Garage Power Washing
Dates/Hours: [Dates], [Hours]
What to Expect: Noise, mist/overspray, barricaded/coned off areas, and temporary lane/level closures. Obey signage and staff directions.
Your Resident/Tenant To‑Do List:
• Move vehicles from posted areas by 7:00AM on [date]. Vehicles not moved may be exposed to water/chemicals/mist and could be towed per community policy.
• Keep windows closed; clear items from balconies/patios/breezeways, and sill/ledge items near Work areas, remove sensitive materials like rugs, doormats, outdoor furniture, and potted plants from the areas being washed.
• Avoid barricaded/coned off areas during Work. Entering these areas on foot or by car can result in overspray/bodily harm and/or vehicle damage. Contractor is not liable for injury/damage if this occurs.
•Please do not walk under the restricted areas below where the drone may be flying. We appreciate your curiosity and would encourage you to watch from a safe distance 25+ feet outside of the restricted cleaning area.
• Keep pets and people indoors during cleaning and use caution for a reasonable period afterwards. Runoff may be present that could cause irritation to pet paws.
Our goal is to create minimal interruptions to residents during the cleaning process. Ensuring the items above are done before beginning and as work is being completed, results in shorter cleaning times. We know this is inconvenient and appreciate your patience.
Drone Operations: Drones/wands/water‑fed poles will be used for safe, efficient cleaning. Drones may capture site photos/video for safety/quality documentation only.
Contacts: [Property Manager] | [Contractor Contact]
Revised 8/2025
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