ONCOURSE HOME SOLUTIONS CONTRACTOR SERVICES AGREEMENT

Oncourse Home Solutions Contractor Services Agreement

Table of Contents:

  1. Definitions.
  2. What We Agree.
  3. What You Agree, Represent, and Warrant.
  4. Fees and Payments.
  5. Miscellaneous.
  6. Oncourse Home Solutions Contractor Services Agreement Form

Welcome to the Oncourse Home Solutions Warranty Program! This Agreement (“Agreement”) governs your relationship with American Water Resources, LLC, a Virginia limited liability company (“AWR“) and Pivotal Home Solutions, LLC, a Delaware limited liability company, (“PHS,” together with AWR, “we,” “us,” “Company,” or “Oncourse”). In this Agreement, we will refer to you, the member Contractor, and all of your d/b/a’s, affiliates, agents, employees, representatives and authorized subcontractors as “you” or “Contractor.” This Agreement is effective when you have registered as a provider on Codefied, Inc. dba Housecall Pro’s (“Housecall Pro’s”) website housecallpro.com (the “Site”) and, having full authority to act on behalf of the registered provider, have clicked “I Agree” on the Site to accept these terms. You acknowledge that Oncourse has no affiliation with Housecall Pro and you agree to abide by Housecall Pro’s terms governing registration or use of the Site.

Please review the Services Agreement terms and conditions and then complete and submit the requested information at the bottom.

  1. Definitions.
  2. In addition to the defined terms in the first paragraph, the following terms have the following meanings for purposes of this Agreement:

    1.1. “Customer” means anyone who is or has been referred or identified to you by us as a customer, or a potential customer, for a product installation, repair, and/or maintenance service as part of the Warranty Program and any other programs pursuant to a separate agreement(s) between you and us.

    1.2. “Warranty Program” means the service contract and warranty business owned and operated by Oncourse.

    1.3. Oncourse web site references herein include any and all web sites now, or hereafter, owned or operated by Oncourse.

  3. What We Agree.
  4. We agree as follows while this Agreement remains in effect:

    2.1. Oncourse receives requests from its Customers relating to service contracts and warranty plans, including requests to install new equipment, and for repair and maintenance, including, without limitation, repair and maintenance of heating and cooling systems, water heaters, appliances, pipes and wires, consumer electronics, and home offices. We will include you as an authorized service provider for these requests under our Warranty Program. We will send service requests to you from our Customers on a non- exclusive basis for installation, repairs and maintenance when appropriate, as determined by us in our sole discretion. We may send you a communication about such Customer’s expressed service request need, which may include, without limitation, Customer contact information, Customer contract information or potential contract information, Customer’s language preference, and information about any repair or diagnostic issue the Customer has reported to us. We may also send your contact information to the Customer. The service requests we send to you, and the information we provide about you, will be based on the information you submit to us on your Contractor Company Profile (which you may amend from time to time on written notice to us).

    2.2. We will promptly notify you of any Customer request to change or cancel their appointment time with you that is communicated to Oncourse.

    2.3. Oncourse will evaluate repair requests, installation requests, and maintenance requests made by Customers, as well as repairs made, or to be made, installations performed, or to be performed, and maintenance performed, or to be performed, by you in accordance with the terms and conditions of the Warranty Program and our policies. We have the right to accept, reject, or adjust such requests in our sole discretion.

    2.4. Service requests may also be sent to other member contractors that are part of our Warranty Program in our sole discretion and based, without limitation, on the Customer request, service location, language preference, your adherence to the our policies, and Customer feedback. We do not guarantee to provide you any specific number of service requests, nor do we make guarantees, representations or warranties regarding a Customer’s level of interest in any additional work or sales, their desire to have work completed, their ability to pay you any fees due directly to you, or the accuracy of the information provided by the Customers to us. We do not have any responsibility to you for your direct contracts with Customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them that arise out of any direct contract or other agreement between you and the Customer. Oncourse is free to contract with other contractors as this is not an exclusive contract.

    2.5. Oncourse will provide you a phone number or personal contact information to contact us with questions or issues regarding our Warranty Program.

    2.6. We will provide you a copy of our Warranty Program or other applicable policies, and will communicate updates to those policies to you via U.S. Mail, electronic mail, or using Oncourse web sites. Warranty Program policies will include billing guidelines, flat rate policies, fee caps, trip charge eligibility and any other instructions regarding how to submit proper invoices for payment.

    2.7. PHS and AWR are limited liability companies, validly existing and in good standing under the laws of Delaware and Virginia, respectively. Oncourse’s businesses are duly qualified and licensed to do business and are in good standing in every state in which Oncourse’s Warranty Program operates.

    2.8. We will pay you for work performed by you under this Agreement within 30 days of receiving your properly completed paperwork as provided in this Agreement, subject to the terms and conditions of this Agreement and applicable Warranty Program policies. We reserve the right to request additional information and paperwork regarding any work performed by you under this Agreement prior to payment.

  5. What You Agree, Represent, and Warrant.
  6. You agree to all terms and conditions of this Agreement and represent and warrant, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, at the time you become a Contractor in the Warranty Program, and thereafter while this Agreement remains in effect, as follows:

    3.1. You will always speak highly of Oncourse and our programs, including the Warranty Program, including, but not limited to, in any discussions you have with Customers, any posts made by you to any social media sites or on your website or in any other public forum. You agree that time is of the essence in commencing, prosecuting and completing the work for Oncourse’s Customers under this Agreement and you shall give priority to our Customers and commence, prosecute and complete the work in strict compliance with the time limits set forth in this Agreement. You will interact with Oncourse Customers in a courteous, friendly, and professional manner, and abide by the Oncourse Supplier Code of Conduct made available to you during onboarding and/or as may be updated from time to time or otherwise transmitted or made available to you in writing. You will not represent Oncourse products as your own or infer a joint venture or other partnership between you and us. Customers referred to you are Oncourse’s Customers, and any information we share about Customers, or you learn from Customers pursuant to this Agreement, belongs to, and remains property of, Oncourse. You will not solicit business or otherwise sell any competing products or services, including, without limitation, home warranty plans, repair or maintenance plans, leasing plans, or rent-to-own products, provided by you or another third party, to Customers while performing work under this Agreement or based on Customer information that belongs to us. We do not convey, and you do not obtain any right, title or interest in or to any intellectual property of Oncourse; any use of Oncourse’s logos or names by you shall require the express written consent of Oncourse, which may be withheld in Oncourse’s sole discretion.

    3.2. You have submitted a true, accurate and complete Contractor Company Profile, and will promptly update it in writing to maintain its accuracy, with the services you provide, including the types of equipment, appliances and material you install, maintain and repair, as well as the geographic area you serve, for which you are properly licensed to perform services in and would like to receive service requests as part of our Warranty Program. You are properly licensed, qualified and capable of performing services consistent with your Contractor Company Profile, and any subsequent amendments or revisions thereto. You will use due care equivalent to the highest standards of the industry and perform services for Customers in a professional manner. You will treat all Customers in a courteous and friendly manner, and will take all necessary actions to protect and maintain the safety and property of the public and Customers. You are, and at all times will be, properly and fully licensed, and you and your work done under this Agreement or for the benefit of our Customers will be in compliance with all applicable federal, state and local laws, rules, regulations and building codes. Prior to commencing any work under this Agreement, you must obtain all necessary permits from the relevant jurisdictional entities. Additionally, you acknowledge that safety on the job site is of paramount importance and agree that you will comply with, and all work done by you under this Agreement or for the benefit of our Customers will comply with, all safety regulations, rules and standards (including but not limited to OSHA) and all generally accepted industry safety guidelines, Oncourse Warranty Program policies and requirements, and any other specifications or instructions supplied by Oncourse. You will maintain the worksite in a clean, orderly and safe fashion and shall not bring weapons, firearms or hazardous materials onto Oncourse’s or any Customer’s property under any circumstances (including in your vehicles).You will notify us promptly of any changes to your licensing, bonding and insured status, or if you are turned down for insurance coverage. If you are a corporation or limited liability company, you are duly incorporated and registered, validly existing and in good standing under the laws of its jurisdiction and incorporation. You are duly qualified and licensed to do business and are in good standing in the jurisdictions in which you operate. Upon request, you agree to provide documentation to Oncourse verifying the statements in this paragraph.

    3.3. You will not perform any services under this Agreement or otherwise on behalf of Oncourse without prior written authorization from us, which will be granted in Oncourse’s sole discretion. You will use best efforts to utilize applicable new technology when performing work under this Agreement or for the benefit of our Customers and will maintain an adequate parts inventory for such work. Unless otherwise approved by us, you will only use new parts when performing work under this Agreement or for the benefit of our Customers. All labor and replacement parts provided shall be new, merchantable, fit for their particular purpose, free from defects in material and workmanship, and consistent with the recommendations of the manufacturer and general industry standards.

    3.4. With regard to any data and information you receive from us, you will: (a) use commercially reasonable and customary security measures and care to protect such data and (b) maintain compliance with all legal and regulatory requirements (including without limitation the California Privacy Rights Act and other federal, state, and local privacy laws) regarding the protection, use, storage, loss and disposal of such data (“Privacy Laws”). Any information that is disclosed by us under a work order (or otherwise) will only be used as it relates to the performance of services requested in our work order (the “Business Purpose”). You will not disclose such information to third parties or use such information for any other purpose, including solicitation for additional services except as otherwise agreed herein.

    3.5. You unconditionally guarantee that you shall provide at your cost: (a) any correction, installation or repair work related to your work for our Customers for a period of twelve (12) months from the last date of your installation of any parts and/or providing any labor, and (b) any maintenance work for our Customers for a period of ninety (90) days from the last date of you providing any service for all parts and labor. The unconditional guarantee and any associated costs and expenses are solely your obligation. Upon actual or constructive notice of an actual or alleged defect in workmanship or materials covered by this guarantee from any of our Customers or Oncourse, you will remedy the problem within forty- eight (48) hours, or sooner in an emergency, as decided by Oncourse in its sole discretion. If you fail to correct an actual or alleged defect as provided in this Agreement, then we have the right to have the defect corrected or make an adjustment with Customer at your sole expense.

    3.6. You will perform all service requests provided to you by us in accordance with the Warranty Program policies and the following requirements:

    3.6.1. You agree to keep us informed of about the number of repair and maintenance service calls you are willing and able to take for Customers on both weekdays and weekends, as set forth on your Contractor Company Profile, and inform Oncourse in a timely manner should that commitment change. You agree to keep us informed.

    3.6.2. When you are assigned a repair request by us during business hours (daily, from 7am to 6pm local time), you will contact the Customer within the next four (4) hours to schedule the repair. When you are assigned a repair request by us during hours other than the regular business hours noted above, you will contact the Customer within the first four (4) regular business hours that follow such notification to schedule the repair. You shall use best efforts to satisfy the Customer’s repair request within 48 hours, subject to Customer availability. When you are assigned an EMERGENCY repair request, you will contact the Customer within one (1) hour to schedule the repair. You shall use best efforts to satisfy the Customer’s EMERGENCY repair request as soon as possible, but in no case more than 24 hours, subject to Customer availability. You shall notify Oncourse if you failed to contact the Customer within the allotted time to schedule the appointment. You shall notify Oncourse if a repair request was not completed in the allotted time for any reason. We may, in our sole discretion, reassign any repair request to another contractor.

    3.6.3. This paragraph applies if your assignment is limited to performing routine maintenance service for a Customer (“maintenance request”). When we assign you a maintenance request during business hours (daily, from 7am to 6pm local time), you will contact the Customer within the next four (4) business hours to schedule the maintenance appointment. When we assign you a maintenance request during hours other than the regular business hours noted above, you will contact the Customer within the first four (4) regular business hours that follow such notification to schedule the maintenance appointment. You shall use best efforts to satisfy the Customer’s maintenance request within 30 days without incurring overtime or holiday charges, subject to Customer availability. You shall notify Oncourse if they failed to contact the Customer within the allotted time to schedule the appointment. You shall notify Oncourse if the maintenance request was not completed in the allotted time for any reason. We may, in our sole discretion, reassign any maintenance request to another contractor.

    3.6.4. Upon arriving at a Customer’s service address, you will first determine whether the service request can be satisfactorily completed under the specified terms of the work order, the specified service address, and the proper approvals from the Customer, which includes discussing the terms of service with the Customer. Should you determine that any work be needed that is not covered by a Warranty Program, you agree to discuss such work directly with the Customer and get their written approval and promise to pay you prior to completing such work. Oncourse will not be responsible for paying you for any work performed that is not covered by a Warranty Program. If a service request calls for a repair, but a replacement is required based on the evaluated circumstances, you will call Oncourse and follow the policy in the Warranty Program policies before proceeding to advise the Customer on replacement options. You will notify Oncourse within two (2) hours if the service request cannot be completed for any reason, and explain such reason(s). If notice is provided to Oncourse that the service request cannot be satisfactorily completed, then the service request shall be considered closed and you will have no further obligations. If a repair requires a second trip to the Customer’s home to replace a part, you must notify Oncourse, following the Warranty Program policies, and schedule the return trip to the Customer’s home with the Customer at that time.

    3.6.5. If your Contractor Company Profile specifies you can provide Spanish-speaking technicians, you may receive work orders that require that a qualified Spanish-speaking technician be dispatched. If you do receive such a request, you are required to send a Spanish- speaking technician and to have the Customer complete the required Spanish paperwork.

    3.6.6. If you perform work for a Customer that you believe to be covered and authorized by us under the terms of our Warranty Program, but are later denied payment in full or in part by Oncourse, you agree you will not seek to collect any amount from a Customer or file any type of claim or lien against a Customer and agree your sole remedy is to seek payment from us. For clarity, in addition to our right to immediately terminate this Agreement for a violation of this provision, Oncourse reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, customer credits, legal fees, direct and indirect damages, costs and expenses, and to seek injunctions or other equitable remedies.

    3.7. You warrant that all of your agents, servants and employees, and any agents, servants and employees of any of your subcontractors (if permitted by Oncourse), has within the past 12 month period or otherwise prior to entering a customers premises, undergone and passed drug screening and background investigations, including education, social security number verification, employment, and criminal checks in accordance with law and procedures acceptable to you. We will have the right to require you to verify at any time to Oncourse’s reasonable satisfaction that any and all such individuals have undergone such screening and checks. Where it is revealed that an individual has a criminal record, it is your responsibility to review to ensure the individual does not constitute a risk to Oncourse, our Customers, or the public in performing any work pursuant to this Agreement. In no event will you use to perform services under this Agreement or for the benefit of our Customers any individual whose testing has revealed a positive drug screen or whose background investigation has disclosed an invalid social security number, illegal immigration status, or a criminal conviction related to an offense that would otherwise pose a risk to our Customers, employees, or business interests, including without limitation a criminal offense involving dishonesty, breach of trust, money laundering or violence. In the future, should we decide, in our sole discretion, to institute a new policy, requirements, or vendor to perform drug screening and background investigations of your employees and subcontractors, we shall notify you of the change and you agree to comply with our new policies promptly. You shall be solely responsible for all testing and verification and you must ensure that such testing and verification is in compliance with the law. If you cannot demonstrate compliance with this provision for any particular employee, such employee will not perform any work pursuant to this Agreement and Oncourse may take any additional action, including, but not limited to immediate termination of this Agreement or not assigning service requests to you.

    3.8. You will allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to Customers. You shall not use any subcontractors unless you have Oncourse’s written consent. To the extent you use any subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of this Agreement, including, without limitation, the screenings and investigations required in Section 3.7 and the insurance requirements of Section 3.13. You agree not to sell, trade, gift, assign, or otherwise transfer any service requests, or work provided by Oncourse to any other party, including any other Oncourse contractor.

    3.9. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Oncourse or any Customer, including, but not limited to, charging a Customer more than a non-Oncourse customer for the same product, service, or work, or disclosing or selling any Customer personal information or data received from us (“Customer PI”) to any third party. If it is determined or suspected by Oncourse in its sole discretion that you are misusing or attempting to misuse or circumvent the Warranty Program or any Customer information, or are using, selling, or attempting to use it for any inappropriate, illegal, harmful, or anti- competitive purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed by this Agreement or the Warranty Program, in addition to our right to immediately terminate this Agreement, Oncourse reserves the right, in its sole discretion, to initiate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.

    3.10. By joining the Warranty Program, you are requesting, and you expressly consent to being contacted by us and by our agents and representatives via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable “Do Not Call” list, and even if you have previously opted-out from receiving marketing emails from Oncourse, in order that we may administer the Warranty Program, to reasonably address matters pertaining to our Agreement and Customers, or for other purposes reasonably related to our business, including marketing materials which may be delivered via email, web sites, or other electronic means.

    3.11. With regard to any Customer PI, you will, in addition to your other data privacy obligations set forth elsewhere in this Agreement or in the Warranty Policies, upon our request, provide timely certifications to us and, at least once annually, allow us to audit your compliance with Privacy Laws regarding your use, secure storage and disposal of such data. You may not: (a) retain, use, or disclose Customer PI for any purpose except for the Business Purpose, (b) retain, use, or disclose Customer PI outside of the direct relationship between you and us, or (c) combine Customer PI with other personal information you received from another source other than us. You, at your sole cost and expense, will, upon discovery of any breach of security or unauthorized access affecting Customer PI, immediately: (i) notify us of any loss or unauthorized disclosure, possession, use or modification of such data or any suspected attempt at such activity or breach of your security measures; (ii) investigate and take required corrective action in response thereto, including, but not limited to, making any necessary Customer notifications after giving us the right to review such notification methods and language; and (iii) provide assurance to our reasonable satisfaction that such activities or breach or potential breach shall not reoccur. You represent and warrant that you understand your data privacy obligations as set forth in this paragraph and elsewhere in this Agreement.

    3.12. To the fullest extent permitted by law, notwithstanding any limitations or exculpatory provisions
    contained in this Agreement, you will defend, indemnify and hold harmless Oncourse and its parent, affiliates, and partners, as well as their respective shareholders, officers, directors, administrators, managers, employees, servants and agents, successors and assigns (each an “Indemnitee”) from and against any and all damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, fines, penalties, losses, claims, actions, demands, suits, liens, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs), and liabilities and causes of action of any and every nature whatsoever (including, but not limited to, personal injury, fraud, negligence, deceptive advertising, violation of any federal, state or local laws or rules, regulations and codes, property damage, and intellectual property infringement) incurred by the Indemnitee that arise out of or relate to any services by you or your employees, independent contractors, subcontractors, or agents, including, but not limited to, third party claims and claims for property damage or personal injury to Contractor’s employees, servants and agents, independent contractors and subcontractors and REGARDLESS OF WHETHER SUCH IS CAUSED IN PART BY AN INDEMNITEE; provided, however, that the foregoing does not in any manner relieve Oncourse of its obligations under statutory workers’ compensation law and other laws regarding employer obligations as to Oncourse’s own employees, and provided you shall not indemnify Indemnitee for such claims caused by the sole gross negligence or willful misconduct of an Indemnitee. Oncourse will provide you reasonable notice of the event giving rise to an indemnity obligation. The parties acknowledge and agree that notwithstanding the foregoing, in the event a court holds that a statute limiting the scope of the indemnification obligations hereunder is applicable to the work, the indemnification obligations hereunder shall only extend to the extent permitted by such statute. If any claims are brought against Oncourse by any of your employees, the indemnification obligations hereunder shall be absolute and shall not be limited or affected in any way by any claims or benefits paid or payable by or for you under any workers’ compensation acts. You hereby expressly waive any immunities or limitations afforded to you by any workers’ compensation acts to the extent any of the same would limit or otherwise adversely impact your indemnification obligations hereunder.

    3.13. You will maintain the insurance levels specified in this paragraph (the “Required Insurance”) at all times. Where applicable, the General Liability policy shall be endorsed with additional insured coverage at least as broad as the most recent edition of ISO Form(s) CG 2010, CG 2037, CG 2033 or its equivalent(s). The General Liability (including Products and Completed Operations), Automobile, and Excess/Umbrella policies shall 1) name as additional insured and 2) include waivers of Subrogation in favor of, the following: Pivotal Home Solutions, LLC, American Water Resources, LLC and their respective parents, subsidiaries, affiliated companies, and their respective shareholders, officers, directors, employees, agents, representatives, successors and assigns. These policies shall be endorsed to be primary and not additional to, or contributing with, any insurance that may be maintained by or on behalf of Pivotal Home Solutions, LLC or American Water Resources, LLC. All insurance shall be placed with insurance companies rated “A-VII” or better by A.M. Best’s Key Rating Guide. The certificate of insurance shall be attached as an exhibit to this Agreement and updated as required; the relevant additional insured form number must be stated on the insurance certificate, and you agree to provide any policy information and endorsements we may request. Your insurance policies shall be endorsed to provide thirty (30) days prior notice of cancellation or material change, except for ten (10) days notice of non-payment of premium in favor of American Water Resources, LLC and Pivotal Home Solutions, LLC. You shall have insurance with the following minimum limits of coverage: Commercial General Liability including products and completed operations coverage written on an occurrence basis, in the amount of $1,000,000 per occurrence and $1,000,000 general aggregate. Automobile Liability Insurance for all owned, non-owned and hired autos, in the amount of $1,000,000 combined single limit, per accident. Excess Liability (Umbrella) in the amount of $1,000,000 per occurrence and annual aggregate. If you purchase higher than minimum limits the Additional Insureds shall be included to the full limits purchased. Worker’s Compensation with applicable statutory limits and Employer’s Liability in the amount of $1,000,000 each accident/disease/policy limit. You shall also supply us, upon request, with copies of such policies. We may, in some circumstances (e.g. to accept jobs in certain specialties or localities), require you by separate written agreement to agree to higher coverage limits than specified above.

    3.14. IN NO EVENT WILL ONCOURSE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ONCOURSE TO YOU EXCEED THE LESSER OF THE LOWEST AMOUNT ALLOWED BY STATUTE, OR FIVE HUNDRED DOLLARS ($500), REGARDLESS OF THE BASIS OF FORM OF CLAIM.

    3.15. In the event you owe us money under this Agreement for any reason, or any other Agreement
    between you and us, we may, in our sole discretion, choose to: (a) withhold and use any monies then or thereafter due to you as reimbursement for or credit against amounts due to us, or (b) directly invoice and charge you for the amount due to us. You agree to pay all amounts due to us within thirty (30) days of receiving such invoice.

    3.16. You will abide by and follow the terms of the then applicable Oncourse resolution process. You will
    cooperate with us if we attempt to facilitate the resolution of any complaints between you and Customers; however, we are not liable to you or any Customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a Customer pursuant to a dispute between you and a Customer or based upon your performance of or failure to perform services for a Customer, and you will reimburse us for any such payments. We have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed. We have the right, in our sole discretion, to contact Customers about services you provide to gain their feedback and rating of you and will only share such information with you in our sole discretion. The Oncourse resolution process may be changed from time to time and you agree to be bound by any changes.

    3.17. You acknowledge that Company is committed to the ongoing growth and development of Diverse Businesses, as defined as businesses that are certified by a third party as having met the definition of being at least 51% owned, controlled and operated by one or more members of the following diverse groups: women, African Americans, Asian-Pacific Americans, Sub-continent Asian Americans, Hispanic Americans, Native Americans, disabled individuals and veterans (“Diverse Business”). You agree to collect a Diverse Business Enterprise certificate issued by one of the affiliated local councils of the National Minority Supplier Development Council or the Women’s Business Enterprise National Council if you are claiming a Diverse Business status. Should you like assistance regarding claiming a Diverse Business Enterprise certificate, please ask us and we may be able to assist you.

    3.18. You shall indemnify and hold harmless the Indemnitees from all liens, or claims of rights to enforce liens, against any Customer or Customer property arising out of any work to be performed or labor or materials to be furnished under this Agreement. If such lien or claim of lien shall at any time be filed, You shall refund to Oncourse all monies Oncourse pays in discharging such lien, including all costs and reasonable attorneys’ fees.

  7. Fees and Payments.
  8. 4.1. Prior to commencing any services under this Agreement, you agree to obtain Oncourse’s prior written approval to proceed. You may submit an estimate as part of requesting such approval, but we are not committed to pay estimated charges, and will pay only undisputed charges for properly performed work that is invoiced in conformity with this Agreement.

    4.2. Invoices authorized for all service work shall be submitted no later than thirty (30) days from the date
    of installation or service. No payment will be made for any invoices submitted after sixty (60) days of installation or service date. All undisputed complete invoices will be reviewed and paid per the terms of this Agreement within thirty (30) days of receipt by Oncourse. If an invoice is submitted to Oncourse and Oncourse refuses or disputes such invoice, or makes a partial payment towards such invoice, and you do not dispute such refusal or partial payment within ninety (90) days after receipt, then you agree you waive any and all rights to later dispute such refusal or partial payment for any reason and the refusal or partial payment will be treated as if the invoice was corrected by you and paid in full by us. Oncourse will respond to any disputes of refusals or partial payment within thirty (30) days of receipt, and any additional payment will continue to be based on the terms of this Agreement.

    4.3. If in response to our dispatch you go to a Customer’s residence to perform a repair, then decline to perform the repair or any other services due to your belief that the repair is unnecessary or not covered, and immediately report to us you have done so, we will pay you the trip charge approved in your Contractor Profile only after we have reviewed and confirmed that the repair is not covered or needed to address the Customer’s underlying claim.

    4.4. Oncourse may utilize an electronic payment or dispatch system, or a required electronic system which would require you to submit invoices or other completed documentation electronically via a web site or other electronic service. If you are granted access to such electronic system, you agree to comply with all policies and procedures associated with that system including reasonable security measures and keeping any access credentials private. If such electronic system is made mandatory pursuant to the Warranty Program or other Oncourse policies, you will be required to submit all invoices and paperwork for payment, or other specified documentation, through this system.

  9. Miscellaneous.
  10. 5.1. The term of this Agreement will commence on the Effective Date of this Agreement, and shall remain in full effect until the first anniversary of the Effective Date unless earlier terminated as provided in this Agreement or by mutual agreement (such period, as may be extended hereunder, the “Term”). Unless Oncourse or you provides at least one hundred eighty (180) days’ written notice to the other party prior to the conclusion of the then-current Term of its intent to terminate this Agreement, the Term shall thereafter renew for additional one-year periods. Notwithstanding any other provision of this Agreement, Oncourse shall have the right to terminate this Agreement at any time upon thirty (30) days’ written notice to you. If it is determined or suspected by Oncourse in its sole discretion that you are in breach of this Agreement or acting inconsistently with the Warranty Program policies, you agree Oncourse has a right to immediately terminate this Agreement in its sole discretion without warning. This Agreement may also be terminated on (a) ten (10) days’ written notice if either party fails to pay any undisputed amount when due; (b) if a party fails to observe or perform any material condition of the Agreement and such default is not cured within ten (10) days of the written notice of the default; or (c) by either party immediately if a case is commenced by or against the other party seeking liquidation, reorganization or other relief with respect to the latter party or its debts, or seeking the appointment of a trustee, receiver, liquidator, custodian, conservator or similar official for the latter party or any substantial part of its property, or the latter party makes a general assignment for the benefit of creditors. If this Agreement is terminated by Oncourse for convenience and without cause, Oncourse is obligated to pay for any work properly completed by you pursuant to this Agreement before termination subject to the terms and conditions of this Agreement. Upon termination, your obligations under this Agreement shall continue with respect to Sections 3.1, 3.5, 3.7-3.17, 4.1-4.4, 5.1-5.8; and any work you did during the term of this Agreement will continue to be governed by this Agreement, including, but not limited to, with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims or any amounts otherwise due to us by you. Also, upon the expiration or termination of this Agreement for any reason, you shall promptly return to Oncourse all information and materials furnished pursuant to this Agreement, or shall destroy all such information and materials (and provide evidence satisfactory to the Oncourse of such destruction) upon the request of Oncourse, and cooperate with Oncourse in transitioning any work in progress to a successor service provider. If you were previously doing work for the Warranty Program under a separate agreement, such agreement is hereby terminated for any new work, but any obligations of either party for work done under such previous separate agreement shall survive as required by Illinois statutes.

    5.2. Any dispute that is not settled to the mutual satisfaction of the parties shall be resolved by arbitration between the parties conducted in the County of DuPage, State of Illinois in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association in effect on the date that a party files its demand for arbitration. The submitting party shall submit such dispute to arbitration by filing a written demand for arbitration with the American Arbitration Association and providing a copy to the other party. The parties shall select a single neutral arbitrator who shall be an attorney with contract resolution experience and an understanding of the contemporary construction industry. If the parties cannot agree on a single neutral arbitrator within twenty (20) business days after the written demand for arbitration is provided, then the arbitrator shall be selected by the American Arbitration Association. Once an arbitrator has been selected, the parties may then commence with and exchange requests for documents in accordance with Rule 34 of the Federal Rules of Civil Procedure. No other form of discovery, including but not limited to interrogatories, requests for admissions, or depositions, shall be permitted. The arbitrator shall conduct a hearing for as long as the arbitrator deems reasonably necessary and the parties shall be entitled to submit expert testimony and/or written documentation in such arbitration proceeding. The hearing must take place within six (6) months of the selection of the arbitrator. The decision of the arbitrator shall be final and binding and shall be set forth in a written reasoned opinion, and any award may be enforced by either party in a court of competent jurisdiction. Any award of the arbitrator shall include interest from the date of any damages incurred for breach or other violation of this Agreement, and from the date of award until paid in full, at the rate of one percent (1%) per month compounded monthly. Notwithstanding the above, you acknowledge that where irreparable injury would be caused by any breach or threatened injury by you, Oncourse shall have the right, in a court of law or equity, to enforce the specific performance of the Agreement and/or to apply for injunctive relief. You will be liable for any attorneys’ fees and costs if we must take any legal action (including the retention of a lawyer) to enforce this Agreement. The laws of the State of Illinois (excluding the laws and principles with respect to conflicts of law) govern this Agreement. For purposes of enforcement of the arbitration award, both parties hereby submit to the exclusive jurisdiction of the state or federal courts located in the County of DuPage, State of Illinois. Both parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

    5.3. The relationship between Oncourse and you shall be that of independent contractors. You operate solely as an independent contractor, and possesses no authority to act for, represent or bind Oncourse. This Agreement does not constitute a joint venture or partnership. None of your employees shall be considered employees of Oncourse at any time and no actions taken by Oncourse shall be considered control or supervision. You are solely responsible for maintaining control, direction and supervision of your employees.

    5.4. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.

    5.5. You agree that the terms of this Agreement, including any addenda, are confidential and proprietary and shall not be disclosed to any third party without the prior written consent of Oncourse.

    5.6. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, delivered via return-receipt-requested, certified mail, dispatched (with evidence of receipt) by electronic communication, or by overnight courier service addressed as specified below, or to such address or addresses as either party may from time to time designate.

    5.6.1. If to Oncourse:
    Pivotal Home Solutions, LLC
    American Water Resources, LLC
    1415 West Diehl Road, Suite 270
    Naperville, IL 60563
    Attn: Legal Department

    5.6.2. If to you: at the address on your most recent Contractor Company Profile.

    5.7. Any waiver of any covenant or obligation by one party of the other party shall not constitute a waiver of compliance with any other representation, warranty, covenant, or agreement contained in this Agreement, and will not operate or be construed as a waiver or continuing waiver of any subsequent breach thereof, whether of a similar or dissimilar nature.

    5.8. This Agreement may not be assigned, delegated, or otherwise transferred to a third-party beneficiary or
    to any other third party or subcontractor by you without the prior written consent and approval of Oncourse, which may grant approval in its sole discretion. Oncourse may assign this agreement to another party without your approval.

    5.9. This Agreement, along with any addenda, reflects the complete, final and exclusive agreement between Oncourse and you relating to the subject matter hereof, and supersedes any and all other prior or contemporaneous agreements or understanding, whether written or oral, express or implied. Oncourse may amend this Agreement at any time by reasonable notice, and you agree to be bound by any changes that are communicated to you.

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