JV SERVICES AGREEMENT

 JV SERVICES AGREEMENT

This Joint Venture Agreement (the “Agreement”) is made as of this ___ day of _______   20___ by and between Great Exteriors Roofing LLC the (“First Party”), and Elite Restoration LLC (” The Second Party”) and collectively, the “Parties”.

WHEREAS the First Party is engaged in the business of commercial and residential roofing including permitting.

WHEREAS the Second Party is engaged in the business of providing sales support and insurance supplementing, production projects and exterior storm restoration works, which includes but not limited to (Roofing, Siding, Gutters, and overall restoration work).   

WHEREAS the First Party is member managed by Marius Tent, who is a Residential and commercial Class B contractor and will provide permitting, and warranty for all projects sold by the Second Party. Second Party is member managed by James Feeley, who is a General Contractor providing sales and supplementing for the Second Party’s business and will manage and provide a sales force to sell under the First Party’s business name and provide insurance supplementing and mortgage check negotiations and release. A full description of each parties’ commitments to this Joint Venture will be provided in section 3.  

WHEREAS the Parties wish to work together for the purpose of selling and servicing exterior storm restoration services in the Louisiana region specific to damages by Hurricane Ida.  

NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:

1. Formation.  This Services Agreement (the “Agreement”), shall be between the Parties in principal rather than legal entity. The Agreement shall be considered in all respects a providing of services for need between the Parties, and nothing in this Agreement shall be construed to create a partnership or any other fiduciary relationship between the Parties.

• Purpose.  The Agreement shall be formed for the purpose of obtaining a unified effort to sell and provide exterior restoration services to clients in the Louisiana region affected by Hurricane Ida.

• First Party’s Contribution.

1. Marketing. Second Party shall provide reasonable marketing to potential clients in the Louisiana areas affected by Ida. For larger marketing efforts, the two parties shall discuss and agree on splitting of those costs.

• Client Communication and Contracting. First Party shall be solely responsible for providing permits (to be reimbursed through insurance claims) and maintaining licenses in municipalities work is to be done. The First Party will communicate with the Second Party on all production items and timelines so that the Second Party and /or its authorized representatives can relay directly to the client. Both parties will use a CRM format for tracking all joint venture jobs and clients. Both parties agree to maintain proper usage and noting of accounts to ensure efficiency and good communication. Generally, client communications will be handled by the Second Party, except where jointly agreed upon.      

• Labor, Tools, Equipment, and Supervision.  Second Party shall coordinate all labor, materials, tools, and equipment necessary to perform the work required by a contract for work with clients. Second Party shall also provide the on-site supervision and handle municipality inspections. This cost of materials and labor are paid out of proceeds received by the insurance claims and customer deposits/deductibles in the deal structure. The Second Party will provide payment services including retrieval of payments from clients, invoicing insurance companies, supplementing claims, handling mortgage check processes. All checks will be payable to the First Party.    

• Accounts Receivable Services. First Party will not provide payment collections on joint venture clients. Second Party shall provide all billing services to the clients and insurers and shall be responsible for collecting payments owed by clients.

• Fees, Fines, Job Expenses. First party is Not responsible for all fees, fines, and expenses related to any and all work done relating to any contract with clients.

• Permitting. First Party shall secure all necessary permits required for the Joint Venture restoration work. First Party shall also be the point of contact for any communications between the appropriate Municipal Building Department employees regarding the contracted work, including but not limited to scheduling of any required inspections.

• Consultation. As the entity with the requisite contractor’s license, First Party shall bring to the Agreement expertise and knowledge of local building codes and customs. Second Party shall consult with First Party regarding such matters on an as-needed basis.

• Communication Between Parties: First Party will have access to Second Parties CRM and related software systems to keep abreast of job progressions, forecasting, client needs and deal structure.  

• Second Party’s Contribution.

a. Marketing. First Party shall provide reasonable marketing to potential clients in the Louisiana  areas affected by Ida. For larger marketing efforts, the two parties shall discuss and agree on splitting of those costs.

b. Client Communication and Contracting: The Second Party shall do and be responsible for costs for all prospecting, meeting with potential clients, performing any and all initial inspections, filing of insurance claims, contracting with clients and collecting all client payments. The Second Party shall enter into client agreements using the First Parties contracts and documents. Second Party shall be the point of contact for all client communications. The Second Party will handle all communications for supplementing with insurance carriers and negotiate any with any mortgage companies with endorsements needed on claims checks on projects done under this joint venture agreement.

• Accounts Receivable Service: Second Party shall provide all billing services to the clients and insurers and shall be responsible for collecting payments owed by clients.

• Labor, Tools, Equipment and Supervision: Second Party shall remit collected payments immediately to the First Party for deposit.  First Party is responsible for payment to subs and materials on all jobs under this agreement that have completed the contracted work.  

• Fees, Fines, Job Expenses. Second party is joint responsible for all fees, fines, and expenses related to any and all work done relating to any contract with clients.

• Communication Between Parties: First Party will have access to Second Parties CRM and related software systems to keep abreast of job progressions, forecasting, client needs and deal structure.   

• Payment of Services.  Second Party shall immediately communicate the collection of any funds to the First Party. The First party agrees to pay the Second party 80% of all collected funds within 3 days of said deposits. Second Party will pay Sales staff 10% of money collected by them on their clients. In addition, first party will receive 20% of net profits on joint venture clients. This will be paid by First Party within 3 business days of final payments received per deal and profit structure close out calculated.          
• Management.  The Parties may appoint any manager to represent them in the day to day operations of the Joint Venture with the consent of each Party member listed in the beginning of this agreement. Subsequent personnel choices will be paid out of each Parties’ respected profit split unless otherwise agreed upon. For example: First Party hires additional crew, crew chiefs, or support staff for production comes out of their profit side, Second Party hires outside supplement teams, sales assistants, or canvassers it comes out of their side of profit.          

• No Exclusivity.  Neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this Agreement.

• Term.  This Agreement shall remain in full force and effect, for a period of 12 month from the date of this Agreement (the “Initial Term”). Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for successive periods of one (1) month each (each, a “Renewal Term”), unless either Party gives written notice at least thirty (30) days prior to the expiration of the Initial or any Renewal Term. At any time, this Agreement may also be terminated by mutual written consent of the Parties. If this Agreement either expires or is terminated, the Joint Venture shall be terminated as well, and all Parties’ obligations under this Agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect, except for those obligations related to any project(s) that may be still underway at the time of termination or expiration and funds due on those projects for commissions or profit splits. Said Joint Venture obligations will continue until such time as the work on such project(s) reaches final completion.

• Insurance Requirements. Each Party agrees to comply with the minimum liability standard insurance requirements of doing business in the State of Louisiana for this Agreement.

• Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its respective owners, members, directors, officers, employees, parents and subsidiaries of any tier, representatives, agents, successors, and assigns (“Indemnified Parties”) from and against any and all losses, costs, expenses, damages, injuries, claims, demands, obligations, liabilities, judgments, fines, penalties, interest and causes of action, including without limitation administrative and legal costs and reasonable attorney’s fees, (“Damages”) involving the following:

a) Injury or death to any person, or damage to or destruction of any property (including loss of use thereof), or any other damage or loss by whomsoever suffered resulting from or arising out of or in connection with work performed by the Joint Venture Work;

b) Any actual or alleged violation of applicable law and/or administrative code by the Either Party or its subcontractor(s) in connection with exterior work performed on Joint Venture projects.

Each Party’s indemnity obligations pursuant to this paragraph are inapplicable to any losses, costs, expenses, damages, injuries, or claims arising from the sole negligence of the other Party.

• Confidentiality.  Any information pertaining to either Party’s business to which the other Party is exposed as a result of the relationship contemplated by this Agreement shall be considered to be “Confidential Information.”  Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the affected Party.

1. Further Actions.  The Parties hereby agree to execute any further documents and to take any necessary actions to complete the formation of the Joint Venture.

1. Assignment.  Except as provided in Paragraph 14, neither Party may assign or transfer their respective rights or obligations under this Agreement without prior written consent from the other Party.  Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Party’s assets, or is pursuant to a sale of a Party’s business, then no consent shall be required.  In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s assets or pursuant to a sale of the business, then written notice must be given of such transfer within thirty (30) days of such assignment or transfer.

1. Second Party’s Assignment of Payment Rights. Second Party assigns its right to any and all payments owed by the First Party to Elite Restoration LLC. 

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1. Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Louisiana, without regard to conflicts of law principles.

1. Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

1. Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

1. Notice.  Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

To the First Party:
Great Exteriors Roofing LLC

124 Basswood Dr.

Pass Christian, MS 39571

To the Second Party:

Elite Restoration LLC

1272 Waverly rd.

Eastlake, OH 44095

1. Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

1. Entire Agreement.   This Agreement constitutes the entire agreement between First Party and Second Party, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS OF WHICH the parties have signed this agreement the day and year first above written.