- AND –
DMWRIGHT SOLUTIONS LLC of 506 Walden Walk Ct, Stone Mountain, GA 30088, USA
(the "Contractor").
BACKGROUND:
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
1. The Client hereby agrees to engage the Contractor to provide the Client with services (the "Services") consisting of: Package Purchased by Client
1) Search and share off-market deals with the Client
2) Assist with pulling comps and property value of subject properties.
3) Provide and forward presentation to the Client upon request. This includes providing rehab estimated SOW that allows the Client to determine potential profits.
4) Mentor the Client off and on-site of current full rehab projects while sharing contractor's knowledge as well as construction phase break down strategies.
5) Assist with hard money/private lender financing qualifying application when the Client proceed with buying their investment property full rehab project.
6) Share closing attorney contacts that will assist with title search and closing documents needed to complete the closing transaction.
7) Attend investment deal closing with the Client if requested on their behalf.
8) Advise the Client in regard to the whole selling process during potentially available deals.
9) DeAngelo Wright will provide the role of being project manager and realtor when house buying process begins… Some of these tasks will consist of:
a) Hiring and managing subcontractors
b) Picking up material
c) Reporting to client updates and all construction phases details throughout the process.
d) Providing lenders with completed invoices needed for draw reimbursement inspections in regard to completed items.
****The Client can choose to use any of these services provided above. ****
Property address where services will be provided: Not yet determined, the search will begin after the execution of this agreement and $1,500 retainer received.
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to completion of the services, that Party will be required to provide at least 7 days' notice to the other Party.
Performance
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
Compensation
7. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor as follows:
********Construction Rehab Payment Budget **(Not yet determined)***
****After house have been bought****
1) First construction payment of 1/3 (5k-10k is typically the amount when dealing with a lender that reimburses the Client after construction items completed. This is due 24-48 hours before construction starts. This gives the construction team (30-yard dumpster) as well as needs materials to begin the project.
2) Second Construction payment of 1/3( typically the lender draw reimbursements should cover payment owed to construction team) is do 24-48 hours before the construction team finishes 50% of the construction project. This gives construction needed funds to buy needed material and pay necessary construction trades to prep for the next phases of construction past 50% completion status of the project. 2nd payment)
3) Third and final construction payment due immediately after construction completed should be 3rd payment)
***** Please note that it is possible that additional payments will be made randomly and immediately after the lender reimburses clients for multiple items completed. (DMWRIGHT SOLUTIONS LLC) understands that all clients are not able to make (3) LARGE 1/3 lump some payments on their specific project.)*****
It is required and expected for the Client to issue payment to DMWRIGHT SOLUTIONS LLC within 24 hours of reimbursement payment received from the lender in order to pay the contractor and keep the project moving swiftly!!
DMWRIGHT SOLUTIONS LLC request that the final walk-through or phone video call with The Client is done within 24 hours of the last completed construction task of the construction team.
(Please understand due to finances DMWRIGHT SOLUTIONS LLC IS working with the Client based off lender draw reimbursement so payment guidelines may deviate from usual enforced terms listed above.) This does not apply if the Client has upfront ready cash to finance the typical and preferred 3 lump sum phase payments.
8. The above Compensation includes all applicable sales tax, and duties as required by law.
Reimbursement of Expenses
9. In connection with providing the Services hereunder, the Contractor will only be reimbursed for expenses that have been approved in advance.
10. The Contractor will furnish vouchers to the Client for all such expenses.
Additional Resources
11. The Client agrees to provide, for the use of the Contractor in providing the Services, the following resources:
- The Client is welcome to provide whatever resources available and even welcome to put in physical labor time if ever needed.
Confidentiality
12. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
13. The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will end on the expiration or termination of this Agreement.
14. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Return of Property
15. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
16. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
17. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this
Agreement as follows:
a. The Client N/A
b. DMWRIGHT SOLUTIONS LLC
506 Walden Walk Ct, Stone Mountain, GA 30088, USA
or to such other address as any Party may from time to time notify the other.
Indemnification
18. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Insurance
19. The Contractor will be required to maintain general liability insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in the industry of the Contractor based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law. All insurance policies will remain materially unchanged for the duration of this Agreement.
Additional Clause
20. 1) All negotiations and task requests for contractors working on future client projects shall be reviewed by DMWRIGHT SOLLUTIONS LLC before work can be performed.
2) At any time DMWRIGHT SOLUTIONS can release or switch sub-contractors out during project rehab if work not being performed in a timely manner while sharing phase breakdown strategies with The Client
3)This agreement also serves as a legal document restricting any business between the (client) The Client and DMWRIGHT SOLUTIONS LLC provided contractors on site to do business without approval from DMRIGHT SOLUTIONS LLC.
4) DMWRIGHT SOLUTIONS LLC not held liable or able to be held accountable for any matter that may or could occur due to unforeseen circumstances such as:
a) The Client not being able to produce required funds for material and labor payout.
b) Negligence of Client
c) Delay of selling a property because buyer financing falling through.
d) Unforeseen construction findings that may increase construction budget and decrease profit proceeds.
***Key Points***
**Estimated SOW includes all labor and material needed to complete the project with the exception of any unforeseen items that may arise or unless stated within the scope of work presented for this project.
**Unforeseen items are described as any item that is discovered during construction that clearly was not known about or listed in prior estimated SOW.
**If such an unforeseen item arises it will be brought to the attention of the homeowner/investor and will be discussed and paid for at that time before preceding.
e) City code enforced building permit delays.
f) The Client is responsible for getting every and all permits required for the start and finish of the current project. (DMWRIGHT SOLUTIONS LLC will assist with this process but Homeowner/Investor is solely responsible for permits.
f) Finished rehab House sitting on the market longer than expected because of lower than the expected appraisal.
5) Please keep in mind that all estimates are given without Including/factoring in the price for permits. (FYI, even if mention on lender SOW estimate)
(If agreed by client: DMWRIGHT SOLUTIONS LLC is willing to proceed with doing as much construction as possible before any interruptions by city code enforcement.
Benefits: This will allow multiple items to get done on your project and minimize the permit fees that would have been associated based on the original estimated scope of work.
6) The Client could choose to get the necessary permits in advance and pay upfront required fees necessary. (This has to be an upfront decision and overall understanding that City Code enforcement may or may not give the project a stop-work order requiring permits be obtained.
7) This agreement serves as a non-compete in regards to such matters:
a) The Client is not allowed to contact wholesaler sources provided by DMWRIGHT SOLUTIONS, LLC directly in the attempt to undermine or exclude from current or pending deals.
b) The Client is not to share any wholesale tactics/construction phase to break down strategies with any outside sources. (If proven guilty of doing so, the Client can be held accountable for damages and subject to company damage reimbursements).
8) The Construction phase of projects are scheduled to be completed: Typically 30-45 working days after it begins. More extensive projects such as tear down could range from 60-75 construction working days.
The Client agrees to be aware that in some cases bad weather and special order materials can delay the completion date in some cases.
9) If for whatever reason The Client decides to end this agreement early. All labor and material completed up until that point are to be paid in full and balance cleared immediately. As well as 15% of the completed budget is to be paid immediately. (example) If the overall budget was 50k but only 30k of work had already been completed then 15% of the 30k is to be paid to DMWRIGHT SOLUTIONS LLC for their mentor/project management fee before termination of the agreement is considered fulfilled. Also, whatever construction work that has been fulfilled within the budget must be paid and cleared in regards to actual completed work.
10) These guidelines are set in place to assure The Client is ready willing and qualified to fulfill all requirements outlined in this agreement.
11) In regards to the COVID 19 pandemic!! The business should continue to move along with no interruptions as long as material/labor, funds are available, and that there be no martial law in place restricting work to be performed.
Legal Expenses
21. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
22. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
24. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
Entire Agreement
25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
26. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Titles/Headings
27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
29. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Georgia, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Severability
30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
