Deposit Replacement Coverage Placement Agreement
Last Updated: May 1, 2024
Last Updated: May 1, 2024
THIS PLACEMENT AGREEMENT (this “Agreement”), dated and effective as of the date of last signature on the applicable Order Form (the “Effective Date”) is made by and between FINDIGS INSURANCE SERVICES, LLC (hereinafter “Agent”), a limited liability company organized and existing under the laws of the State of Delaware having its principal offices at 636 Broadway, Suite 1200, New York, NY 10012, and each and every one of the properties or Property Manager(s) now or hereinafter listed in an applicable Order Form or related onboarding documentation (“Property List”) (collectively “Property Manager,” “Properties” and individually, “Property”).
WHEREAS, Agent is in the business of applicant screening;
WHEREAS, Agent is the sub-producer for another licensed insurance agency which is in the business of obtaining certain insurance products and related services for rental unit owners and managers and such licensed insurance agency possesses experience and expertise placing coverage on a surplus lines or property and casualty insurance products for Security Deposit Replacement Coverage (the “Other Agency”);
WHEREAS, the Other Agent specializes in placing coverage to protect against losses from renter defaults for residential Property Managers in states where it is licensed to offer insurance products (“Tenant Default Coverage,” hereinafter referred to as “Deposit Replacement Coverage” or “Other Agent’s Program”);
WHEREAS, Agent understands that Deposit Replacement Coverage is presently provided and will continue to be provided on an admitted or excess and surplus lines basis by an insurance company currently rated A- (excellent) by A.M. Best; given the subproducer relationship which exists between Agent and the Other Agent, Agent is authorized to produce and place potential policyholders for Deposit Replacement Coverage, to be provided to Agent’s prospective policyholders;
WHEREAS, each of the Properties wish to engage Agent as its agent for the brokerage, analyses and procurement of all Deposit Replacement Coverage during the term of this Agreement;
WHEREAS, Agent, in order to procure the above-referenced Deposit Replacement Coverage, Agent shall transmit required data of the Properties and resident information to obtain such coverage through the Other Agent as defined in the Other Agent’s Underwriting Rules;
WHEREAS, Agent and Property Manager desire to provide that Deposit Replacement Coverage may also be placed and issued to Property Manager when the renter elects to pay an additional amount (designated as additional rent or “Deposit Waiver Fee”) to Property Manager in lieu, in certain instances, of providing a security deposit (“Alternative Coverage Placement”);
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
This Agreement is a master agreement under which Agent shall act as each Property’s agent to broker and, by virtue of its relationship with the Other Agent, procure Deposit Replacement Coverage for each Property subject to the terms and conditions set forth in this Agreement. Each Property hereby appoints Agent and Agent hereby accepts such appointment as each Property’s agent and representative for the purpose of brokering and procuring, on behalf of each Property, Deposit Replacement Coverage necessary or advisable for the operation of each Property’s business. During the term of this Agreement, Property Manager covenants and agrees that neither it, nor any affiliate, will solicit or procure any form of Deposit Replacement Coverage from or through any other person (“Exclusivity Covenant”), unless Agent is not able to timely provide such coverage for a renter of the Property Manager after a reasonable opportunity to do so or Agent declines to place such coverage; provided, that in the event that any Property terminates its participation under this Agreement, this Exclusivity Covenant shall cease to apply to such Property.
2.1.1. Agent shall commit and utilize sufficient resources to perform and complete its duties under this Agreement as shall be reasonably necessary.
2.1.2. Agent shall perform all services hereunder in a professional and efficient manner. Agent further agrees that the services provided will be performed by employees or sub-agents qualified to perform such services and that the services performed will be of a quality conforming to standards generally accepted in Agent’s industry.
2.1.4. Agent will provide Property Manager access to the Property Manager Portal which will include, but is not limited to, details of all active units on Agent’s Program.
2.1.3. The commitment to provide such services does not represent a warranty or guarantee on the part of the Agent to the successful implementation or placement of any Deposit Replacement Coverage.
2.2.1. Property Manager represents and warrants that it has authority to execute this Agreement on behalf of each Property and upon its signature of the applicable Order Form hereto, each Property shall be bound as a party to this Agreement as contemplated.
2.2.2. Property Manager shall timely provide Agent with such information and documentation as Agent may reasonably request, to enable Agent to perform its obligations under this Agreement.
2.2.3. Property Manager agrees to have each renter for which Deposit Replacement Coverage is or may be applied for and placed as a result of an Alternative Coverage Placement election by the renter, execute the Security Deposit Alternative Fee Addendum, a copy of which is attached hereto as Exhibit “A.” Agent shall have the right to provide, in writing, an updated form Security Deposit Waiver Addendum to Property Manager at any time and Property Manager shall then promptly substitute any such updated form in the applicable Property’s leasing materials. Property Manager is permitted to make formatting (non-substantive) changes to the then applicable Deposit Waiver Addendum as needed for use with Property Manager’s leasing software. Property Manager understands that it may need to upload additional documentation at the time of claim to the Agent to ensure the above requirements have been met.
2.2.4. Property Manager agrees to elect collect a Deposit Waiver Fee through a pre-approved designated charge code (“Charge Code”) on the resident’s monthly billing statement, which shall be applied on or before the lease start date, or renewal start date for each renter for which Deposit Replacement Coverage is or may be applied for and placed as a result of an Alternative Coverage Placement election by the renter. For the avoidance of doubt, the Company is prohibited from adding any charge code to any Resident ledger mid-occupancy without the prior written consent of Agent.
2.2.5. Property Manager shall be responsible for determining whether the Deposit Waiver Fee charged via Charge Code is subject to any Sales Tax and shall indemnify Agent against any liability to the Property Manager with respect to the determination or collection of any such Sales Tax amount which may be imposed or due to any government entity.
2.2.6. Notwithstanding the foregoing, Property Manager is prohibited from charging the Deposit Waiver Fee via Charge Code at any Property in the following states: Maryland, New York, and Oregon.
2.2.7. Property Manager acknowledges and agrees that Agent derives substantial value from the goodwill associated with the Deposit Replacement Coverage product. Property Manager will use reasonable efforts to ensure that its performance of its activities hereunder conforms to industry standards of professionalism and fair practices. Without limiting the foregoing, Property Manager agrees it will not make (i) any false or misleading representations about the Deposit Replacement Coverage product; or (ii) any representations, warranties or guarantees with respect to the Marketing Materials, Products, Agent or any of Agent’s obligations to any third party that are not consistent with the terms of this Agreement.
2.2.8. Property Manager acknowledges that a policy change endorsement will be sent to update the coverage end date for all move outs prior to the original lease end date with move out reasons other than Skip or Eviction.
2.2.9 Property Manager acknowledges that all cancellations of policies will be done via the Agent’s property management portal.
2.2.10. Property Manager acknowledges that where an integration is in place, coverage start and end dates are based on the scheduled charges. If no end date is populated, the policy will default to end at the end of the lease term.
2.2.11. Property Manager acknowledges that if the integration is removed during the term of the policy, Property Manager is responsible for communicating any mid-term adjustments to Agent.
2.1.12. Property Manager acknowledges that premiums for coverage for Deposit Replacement Coverage are not prorated and will be invoiced for the full month, regardless of enrolled or cancellation date.
2.1.13. Property Manager acknowledges that for properties without an integration, manual reporting for Deposit Replacement Coverage will need to be provided to Agent at a minimum of once per month, no later than the 5th of each month. Property Manager further acknowledges that Deposit Replacement Coverage cannot be backdated. For clarity purposes, Coverage begins on the effective date as shown on the declarations page of the policy, a date which may be later than the lease start date. Property Manager shall endeavor to provide such reporting to Agent as close to the lease date as possible.
2.1.14 Property manager agrees that if Deposit Alternative product is offered at lease renewal, it will require a No-Known Loss letter of acknowledgement prior to enrollment of residents in the Deposit Alternative coverage.
3.1. Term. The initial term of this Agreement (the “Initial Term”) for each Property shall commence upon the execution of this Agreement, or if the Property is subsequently added to this Agreement after the date of its execution, the date the Property is added, and shall continue in full force and effect for 12 months. Thereafter, this Agreement shall automatically renew for successive one (1) year terms, (each, a “Renewal Term”; the Initial Term and any and all Renewal Terms collectively, the “Term”) unless either party shall give written notice to the other party of its intention to terminate this Agreement no later than 30 days prior to the expiration of the then current Term.
3.2. Change of Properties. If Property Manager desires to add Properties to Agent’s program, Property Manager must notify Agent in writing and Agent will work with Property Manager to collect all necessary information in a timely manner for such Property or Properties to become subject to this Agreement. If Property Manager adds two hundred fifty (250) or more Properties in a single addition, Property Manager must provide fourteen (14) days written notice to Agent of the proposed addition (including all applicable information requested by Agent) and all such Properties cannot be added until Agent and Other Agent complete all review criteria. Property List will be updated from time to time by Agent as information is provided by Property Manager.
3.3. Transfer/Disposition of Property. Should a Property using Agent’s Program be removed from the Property Manager’s portfolio or a Property transfer ownership during the term of this Agreement (collectively, a “Disposition”), Property Manager shall cancel all applicable Policies in the provided interface. For each Disposition, Property Manager shall remain responsible for all Monthly Invoices until the date of cancellation or transfer (regardless of when such relevant charges appear on Monthly Invoices). Should Property Manager fail to follow the above cancellation procedures prior to Disposition, this Agreement shall remain active with respect to such Properties and Property Manager shall remain responsible for all Monthly Invoices as set forth in Section 4 of this Agreement until cancellation is effected. Property Manager understands that Agent is not responsible for any interruption or cancellation of Agent’s program due to the failure of Property Manager and/or the Transferee to timely pay all Monthly Invoices.
3.4. Termination by Agent. In the event of a Default by a Property, Agent may terminate this Agreement as it pertains to that Property if the Default is not cured by the Property in accordance with the terms hereof. Each Property is solely responsible for its own Default(s), and the default of a Property shall not affect this Agreement as it pertains to the other Properties.
3.5 Default Defined. Either party may be declared in default (“Default”) of this Agreement if (a) it breaches any material provision hereof and fails within thirty (30) days after receipt of written notice of default to correct such breach or to commence corrective action reasonably acceptable to the other party and proceed with due diligence to completion; or (b) it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. In the event of a Default, the non-defaulting party may terminate this Agreement.
4.1.1. ACH Authorization. Agent shall remit an invoice for the Deposit Waiver Fee, Tax, and any other fees due for Agent’s Program under this Agreement (“Monthly Invoices”). By executing this Agreement, Property Manager authorizes Agent to periodically debit to Property Manager’s specified bank account on a monthly basis (as set forth and authorized in an applicable Order Form) for the Deposit Waiver Fee (and all sales, use, excise or similar other taxes (collectively, “Tax”) and other fees for all Properties until this authorization is revoked. Property Manager may amend or cancel this authorization at any time by providing thirty (30) days’ written notice to Agent. Property Manager agrees and understands that Agent relies solely on the Data submitted by Property Manager in generating the Monthly Invoices. Applicant shall be charged a one-time technology fee (“Technology Fee”) as set forth in an applicable Order Form to cover the separate services provided by Agent in terms of the provision of placement and technological support for Deposit Replacement Coverage.
4.1.2. Invoices. Property Manager is responsible for reviewing all Monthly Invoices and to provide notice to Agent within five (5) days of receipt should there be any discrepancy with respect to the Units for which Property Manager wishes to be enrolled in Deposit Replacement Coverage and any charges indicated on such Monthly Invoices. Agent shall make a good faith effort to provide an adjustment on future Monthly Invoices as soon as commercially reasonable. Failure of Property Manager to provide adequate notice of any discrepancy as a result of Property Manager’s inaccurate data shall result in Property Manager’s forfeiture of the right to receive any future credit on such Monthly Invoices.
4.1.3. Notwithstanding the foregoing, should the authorized ACH debit for Monthly Invoices fail or Property Manager and/or Property otherwise fails to pay undisputed amounts on such invoices within fifteen (15) days of such billing, the Monthly Invoice may be subject to one and a half percent (1.5%) monthly fee, or the maximum permitted by applicable law or contract (“Late Fee”). Agent requires all Monthly Invoices are paid when due to avoid cancellation and/or coverage interruption,
4.1.4. Monthly Invoices must be timely paid regardless of the delinquent status or recoupment-effort periods with respect to any unpaid Deposit Waiver Fee.
4.2 Compensation. Agent shall be compensated for all Deposit Replacement Coverage brokered and services performed within the scope of this Agreement as negotiated with the applicable insurance provider. It is expressly understood that Agent shall not be directly compensated by any Property and/or Property Manager for any services related to Deposit Replacement Coverage.
5.1.1. Data. Property Manager must provide Agent with real time electronic access to its property management system(s) to deliver to Agent all data and information in respect of each Prospect and Location.
5.1.2. Property Management System (“PMS”) Data. As a requirement of Agent’s Program, Property Manager shall provide read-only Agent API (Application Programming Interface) credentials, for each Property’s PMS (e.g. Yardi, RealPage, Entrata, MRI, Rent Manager and/or any relevant collections interface) in order for Agent to pull necessary data to carry out Agent’s Program under this Agreement. Agent shall pull the following data points from the System: renter information such as name, email, phone number; lease details such as dates, unit number, rent amount, lease charges, and unit unique IDs; property information such as property ID, property address, and total units; relevant reports such as all applicant data, rent roll, collections information, and historical delinquency; and, the applicable screening decision, which shall be free of any Renter’s personal financial data (collectively “Data”). For the avoidance of doubt, Agent does not have the ability to access, nor will it request front-end credentials for the Property’s System. Property Manager acknowledges and understands that Agent relies solely on the accuracy and timeliness of the Data submitted by Property Manager to the PMS (or to Agent where relevant) and Property Manager is solely responsible for ensuring the accuracy of the Data submitted to the PMS for Units under Agent’s program. Agent shall not be responsible for any failure of Agent’s Program resulting from or related to the untimely or inaccurate submission of Data by Property Managers to the PMS or to Agent. For the avoidance of doubt, in the event an API is not available for particular PMS, Property Manager will make best efforts to provide Agent all data via monthly reporting as described in section 5.1 above; if Agent, in its sole discretion, determines that the monthly reporting is insufficient to support the Program, Agent may cancel any policies and this Agreement. Agent makes no guarantee that all PMS are available for integration.
5.1.3. Screening & Underwriting Data. Upon execution of this Agreement, and as a requirement of Agent’s Program, the Property Manager shall submit, on behalf of each Property, screening criteria for determining whether a given Applicant is (a) Approved, (b) Conditionally Approved, or (c) Declined, or other approval types used at the Property, to ensure Property Manager’s criteria meet or exceeds Agent’s Underwriting Guidelines found in the related onboarding documentation for participation in Deposit Replacement Coverage as a result of Alternative Coverage Placement.
5.2.1. Upon reasonable notice, Agent shall have the right to audit and analyze historical data, including, but not limited to, rent delinquency, lease default rates, final account statement balances (inclusive of unpaid rent and physical damages), and bad debt from Property Manager. Such audits may be conducted by Agent or its authorized representatives, at its own expense. The purpose of the audit is to ensure compliance with the terms and conditions of this agreement and to verify the accuracy and completeness of the financial and operational information provided by Property Manager. During the audit, Property Manager shall provide reasonable assistance and access to all relevant records, documents, and personnel necessary for the proper conduct of the audit. Agent shall treat all information obtained during the audit as confidential and shall use it solely for the purpose of the audit. Property Manager acknowledges and agrees to cooperate fully with Agent during the audit process, including providing any additional information or documentation reasonably requested by Agent. This Right to Audit provision is intended to protect the interests of both parties and ensure transparency and accountability in their business relationship.
5.2.2. If the audit reveals any discrepancies, inaccuracies, or non-compliance with the agreement, Property Manager shall promptly rectify the identified issues and reimburse Agent for any losses or damages incurred as a result.
5.2.3. The right to audit shall survive the termination or expiration of this agreement and may be exercised by Agent for a period of 120 days following such termination or expiration.
Both Parties shall make all good faith efforts to execute the Implementation Plan as set forth in Exhibit B. The Implementation Plan may be revised by mutual written agreement by the Parties, but only if the need arises due to unforeseen circumstances unknown as of the Effective Date of this Agreement.
Each party (“Receiving Party”) hereto agrees to that all non-public, confidential or proprietary information of the other party (“Disclosing Party”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this Agreement is confidential ("Confidential Information"), solely for Receiving Party's use in performing this Agreement and may not be disclosed or copied unless authorized by Disclosing Party in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Agreement; (b) is obtained by Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Receiving Party establishes by documentary evidence, was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder. Upon Disclosing Party's request, Receiving Party shall promptly return all documents and other materials received from Disclosing Party.
The parties acknowledge that violation of the provisions of Section 7 “Confidential Information” and the Exclusivity Covenant in Section 1 would cause irreparable harm to the non-breaching party which is not adequately compensable by monetary damages. In addition to other relief, it is agreed that the non-breaching party shall be entitled to seek injunctive relief from a court of competent jurisdiction to prevent any actual or threatened violation of such provisions, and the parties will waive any requirement for the securing or posting of any bond in connection with such injunctive relief.
9.1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AGENT MAKES NO WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE PRODUCTS OR SERVICES RENDERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
9.2. Additional Disclaimer. Agent shall have no liability to a Property or Property Manager for products properly brokered or properly procured under this Agreement. Specifically, Agent’s obligations under this agreement are with respect to (i) the placement of Deposit Replacement Coverage for the Properties or Property Manager, and (ii) the provision of certain technological services to support the Properties or Property Manager. Agent shall have no obligation or liability with respect to any processes overseen by the Other Agent and Agent shall have no obligation or liability to perform any duty or pay any premium or charge owed by a Property in connection with the issuance, delivery or performance of any policy or contract of insurance brokered pursuant with this Agreement.
9.3. Liability Cap. THE CUMULATIVE AND AGGREGATE LIABILITY OF AGENT TO PROPERTIES AND PROPERTY MANAGER FOR ALL LOSS, DAMAGE OR OTHER HARM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID TO AGENT UNDER THIS AGREEMENT DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CALENDAR MONTH IN WHICH SUCH LOSS, DAMAGE OR OTHER HARM WAS INCURRED.
9.4. No Consequential Damages. In no event shall Agent be liable under this Agreement under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the Parties regardless of whether a Property or a Property Manager has been advised of the possibility of such damages.
10.1. Indemnification of Agent. Each Property and Property Manager (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the Agent, its affiliates and each of their directors, officers, employees and representatives (collectively, the “Indemnified Party”) from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, awards, penalties, fines (including those imposed by regulatory authorities), costs, fees and expenses (including reasonable attorneys’ fees) in connection with any proceedings, claims, demands, causes of action, liabilities, harm or other losses arising out of or relating to (i) any breach or alleged breach by an Indemnifying Party (or by its affiliates, principals, agents, employees or, in the case of Property Manager) of any of its representations, warranties, covenants or obligations set forth in this Agreement; (ii) any violation of law by an Indemnifying Party; (iii) any violation of the intellectual property rights of Agent or any third party by an Indemnifying Party; (iv) any negligent, reckless, or intentional act or omission to act by an Indemnifying Party; (v) any unauthorized use of Confidential Information or breach of the confidentiality provisions of this Agreement; (vi) any dispute between one or more Indemnifying Parties and a renter; or (vii) any damage to the physical property of a Property.
10.2. Indemnification Procedures. In connection with any claim for which an Indemnified Party seeks indemnification from an Indemnifying Party pursuant to this Agreement, the Indemnified Party will: (i) give the Indemnifying Party prompt written notice of the claim; provided, however, that failure to provide such notice will not relieve the Indemnifying Party from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (ii) reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement of the claim; and (iii) permit the Indemnifying Party to solely control the defense and settlement of the claim; provided that the claim does not include criminal proceedings, actions, indictments or allegations brought by a governmental authority, including any insurance regulatory authority; provided, further that any settlement of such claim does not, without the prior written consent of the Indemnified Party, contain a statement or admission of wrongdoing or liability on behalf of the Indemnified Party and does not subject the Indemnified Party to any non-monetary relief or to any injunctive relief or other equitable remedy. Further, the Indemnified Party will have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection and at its own expense. The Indemnifying Party will not be responsible for any costs, expenses or compromise incurred or made by the Indemnified Party without the Indemnifying Party’s prior written consent.
11.1. Assignment Rights. This Agreement shall be binding upon and shall inure to the benefit of each party and its successors and assigns; provided, that no Property or Property Manager may assign, or otherwise transfer its rights under this Agreement to any other person, firm or entity, without the Agent’s prior written consent, except as otherwise provided in Section 3.
11.2. Notice. Any notice to be given to Agent or Property Manager in connection with this Agreement shall be in writing addressed to such party at the address set forth on the first page of this Agreement. Any notice to be given to a Property in connection with this Agreement shall be in writing addressed to such Property at that Property’s designated agent for service of process address set forth in the related onboarding documentation to this Agreement. The address for notice as it pertains to a party shall be referred to as the “Notice Address”. The Notice Address may be changed from time to time by such addressee by notice thereof to each of the other addressed as herein provided. Any such notice shall be deemed effectively given to a party upon the first to occur of (a) the third (3rd) business day following the date on which it is mailed to such party by first class certified United States mail, postage prepaid, addressed to such party at such party’s Notice Address, or (b) the date on which it is actually delivered to such party’s Notice Address properly addressed to such party (whether delivered by mail, courier, electronic mail, facsimile transmission or otherwise) if such date is a business day and such delivery is made prior to 5:30p.m., local time at such address, on such business day, or if the date of such delivery is not a business day or such delivery is made after 5:30 p.m., on the next business day following the date of delivery. Transmission by electronic mail or facsimile shall be confirmed by telephone to the addressee at the time of transmission.
11.3. Entire Agreement. This Agreement contains the entire and integrated agreement by and between Agent and each Property concerning the subject hereof, which agreement supersedes all prior oral or written agreements, negotiations and representations concerning the subject matter hereof or the transactions contemplated herein. No amendment, change or modification hereof or supplement hereto shall be valid or binding unless the same is in writing and signed by Agent and the Property(ies) to which is applied. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced.
11.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.
11.5. Consent to Jurisdiction. Each of the parties hereto (a) irrevocably submits to the jurisdiction of the state courts of the State of New York, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof, brought by any party pursuant to the terms and conditions of this Agreement, (b) hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or other proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that the suit, action or other proceeding is brought in an inconvenient forum, that the venue of the suit, action nor other proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (c) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such Delaware state or federal court. Final judgment against any party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or other proceeding on the judgment, or in any manner provided by or pursuant to the applicable laws of such other jurisdiction.
11.6. Remedies. No remedy afforded to a Party to this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law or in equity. The failure of a Party at any time or times to require performance of any provision hereof shall in no manner affect the right, at a later time, to enforce such provision.
11.7. Independent Agents. Agent’s relationship with each Property shall, during the Term hereof, be solely that of independent contractor. This Agreement is not intended to create, nor shall it be construed as creating a partnership, agency or joint venture between Agent and any Property.
11.8. Authority to Contract. Each party represents that it has the full power and authority to execute, deliver and perform this Agreement and to convey the rights herein conveyed. Each party further represents that this Agreement does not conflict with or violate any agreement, covenant or restriction by or to which such party or its assets is bound. Each party further represents that it has not entered into any agreements that would conflict with its obligations hereunder or would render it incapable of satisfactorily performing hereunder.
11.9. No Waiver. Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Agreement. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.
11.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be one and the same instrument.
11.11. Captions. The captions appearing in this Agreement are inserted only as a matter of convenience and for reference only and in no way define, limit or describe the scope and intent of this Agreement or any provision thereof.
11.12. Force Majeure. It is expressly agreed that each party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform resulting from acts or conditions beyond its reasonable control or without its fault or negligence. Such acts or causes shall include, but not be limited to, acts of God, failure or delays in transportation and communication; failure to act or delays caused by governmental authorities and delays in obtaining the governmental approvals for visas.
11.13. Survival of Terms. The provisions contained in this Agreement that by their context are intended to survive termination or expiration will survive.
11.14. Acknowledgement. THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO THE PARTY OR PARTIES RESPONSIBLE FOR THE PREPARATION OF THE SAME AND SHALL BE DEEMED AS PREPARED JOINTLY BY THE PARTIES HERETO. ANY AMBIGUITY OR UNCERTAINTY EXISTING HEREIN SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY HERETO ON THE BASIS OF HAVING DRAFTED THE AGREEMENT. EACH OF THE PARTIES STATES THAT IT IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT UNDER NO DURESS AND THAT IT UNDERSTANDS THE SAME AND UNDERSTANDS THE LEGAL OBLIGATIONS THEREBY CREATED.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representative.
«property_name»
«property_street_line1»
«property_city», «property_state_code» «property_postal_code»
«property_phone_number» P
«property_fax_number» F
This Addendum is attached to and a part of the «lease_generated_on» Lease Agreement. In consideration of the Resident’s payment to the Owner of a Security Deposit Waiver Fee (“Security Deposit Waiver Fee”) with each monthly installment payment in addition to all other amounts owed under the Lease Agreement in the amount of «$XX.00», the Owner hereby waives any and all obligations of the Resident to provide a cash security deposit to be held by the Owner as otherwise required under the Lease Agreement. This waiver does not constitute insurance. The Owner is not an insurance company nor an insurance producer. The Owner is merely waiving, in consideration of the Security Deposit Waiver Fee, the obligations of Resident to provide a cash security deposit as otherwise required under the Lease Agreement. The Security Deposit Waiver Fee shall not be prorated for any partial month(s) and shall be posted to Resident’s account with any installment payment due covering any period(s) of time when the resident has not provided a cash security deposit acceptable to Owner. Should resident fail to pay the monthly Security Deposit Waiver Fee, the full cash deposit will be immediately due, otherwise Resident will be in violation of the Lease Agreement, and we may immediately exercise all other lawful remedies, including eviction.
Resident acknowledges and understands that Owner may elect to purchase third-party insurance to indemnify, protect and insure Owner against risk of loss from a default by the Resident under the Lease Agreement, which loss may have been avoided had the Resident provided a cash security deposit acceptable to Owner. Resident acknowledges and understands that in the event that a third-party insurer makes a payment to Owner as a consequent of a default by the Resident, the insurer will be subrogated to Owner’s right to be paid such defaulted amounts and Resident expressly agrees to pay or reimburse insurer for the amounts paid by the insurer to Owner related to such default, together with any costs of collection, including reasonable attorney’s fees. Owner may collect any money owed exceeding coverage amount, including money deducted from claim for unpaid Security Deposit Waiver Fees by resident. I HAVE READ AND AGREE TO THE TERMS OF THIS ADDENDUM.
______________________________________
Resident Signature
_____________________________________________
Owner or Owner’s Representative
Implementation Plan
Property Manager and Agent shall make all good faith efforts to adhere to this Implementation Plan.
Property Management Software Integration
If applicable, both Parties shall activate data integration with respect to the delivery of Program Data in accordance with terms of agreement to maximize the effectiveness of the Agent’s Program
Training
Property Manager agrees to have any and all relevant staff participate in the Agent’s training sessions pertaining to the Agent’s Program(s). Agent shall provide self-service training components, including videos, FAQs, and marketing materials (all of which shall be considered “Agent Marketing Materials”), to Property Manager and Properties as part of the Implementation Plan. Residents may not be added to Agent’s Program until Training has been completed.
Consistency in Marketing Efforts
Property Manager shall make all good faith efforts to ensure that all new residents at the properties are consistently made aware of the availability of Agent’s Products during the application process. Neither Property Manager, nor its staff members, shall exclude any new applicant from such referral activities, unless such activities would violate any applicable law, rule or regulation.
Business Reviews
Once all Properties have launched Agent’s Products per the “Timeline of Implementation” listed below, Agent and Property Manager agree to meet virtually or in-person on a recurring basis to review the performance of the Agent’s Program(s). Agent shall present program performance data and make recommendations for the optimization of the program. Property Manager shall also present any feedback (positive or constructive) during the business review, so that Agent can make any necessary adjustments to the program to ensure optimal performance. Frequency of business reviews will be determined and agreed upon during the onboarding period.
Performance Reporting
Agent shall instruct Property Manager’s relevant team(s) on the available reporting and data on the Property Manager Portal. This reporting shall include, but is not limited to, active policies, application status, claims data, and more.
