OneRate PM & Brokerage Agreement

T&C last update: August, 2022 – V1002

Property Management and Brokerage Agreement

This ONERATE PROPERTY MANAGEMENT AND BROKERAGE AGREEMENT (the “Agreement,” or “PMA”) is entered into as of the Effective Date as indicated on the Signature Page as defined below (the “Effective Date”), by and among the Owner(s) as indicated on the Signature Page as defined below (the “Owner”) and HOME365 PROPERTY MANAGEMENT, as defined in Exhibit A (“Property Manager”) by and through its authorized agent as stated in Exhibit A (the “Broker” or the “Agent”), together with Home365 signature page (the “Signature Page”), attached hereto and incorporated by this reference herein, for the management of the property or properties as indicated on the Signature Page (the “Property” or “Properties”). The Parties to this Agreement may from time to time be referred to singularly as a Party or collectively as the Parties. In consideration of the mutual covenants, promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree, confirm and reaffirm the following:

ARTICLE 1 – SERVICES

1.1 Engagement of Property Manager. Owner agrees to engage the Property Manager as the sole and exclusive authorized representative of Owner to lease and manage the Property, including listing the Property for lease and securing a Tenant upon the terms and conditions of this Agreement, to perform the OneRate Services as described below, and to perform other services agreed to between the Parties from time to time (collectively, the “Services”), constituting the Home365 OneRate Program (the “Program”). The Property Manager agrees to furnish the Services to Owner, who acknowledges and agrees that the Services are to be performed through one or more of the Property Manager’s authorized agents, employees, or independent contractors (“Personnel”) and that any reference to the Property Manager in this Agreement is inclusive of such Personnel.

1.2 OneRate Services. Under the Program (defined below) and for the OneRate Fees as described in Section 4.1, Property Manager shall perform the following services for each Property (the “OneRate Services”), up to a maximum aggregate amount of Fifteen Thousand Dollars ($15,000) in costs and expenses (including, without limitation, the Rent Guarantee as defined in Section 3.4) incurred by Property Manager for each Property for each twelve (12) month Term (the “Maximum Program Amount”):

(a) Advertising of the Property’s rental listings;
(b) Negotiating, preparing, and performing other services related to any Lease Agreements under Article 5;
(c) Undertaking collection of rent and other Tenant charges and evicting non-paying Tenants, subject to the exclusions in Section 5.1;
(d) Providing general routine repair or maintenance services to address normal wear and tear, as determined by Property Manager in its sole discretion, through Property Manager’s authorized service providers (the “Service Providers”), including the labor and materials needed to perform such work, starting after sixty (60) days after the Effective Date (as defined below by Section 3.2(e)) and subject to the exclusions of Section 1.3;
(e) Offering preventative maintenance on the Property, as defined and determined by Property Manager in its sole and absolute discretion on a case-by-case basis;
(f) Undertaking a turnover of the Property to rentable condition starting after ninety (90) days after the Effective Date (as defined below by Section 3.2(e)), which excludes upgrades and/or replacements, including as a result of Code changes or HUD requirements, or any other legal requirement, and only according to Property Manager’s sole and absolute discretion, and subject to the exclusions of Section 1.3;
(g) Maintaining and repairing, during the Lease Agreement, and/or at the expiry or termination of any Lease Agreement the appliances that were present in the Property at the time of signing of such Lease Agreement, provided that the Property Manager shall have the right, in its sole discretion, to utilize refurbished parts, refurbished materials, or, should the cost of the maintenance or repair exceed the replacement of an appliance, replace such appliance with another working appliance with substantially the same functions;
(h) Starting after ninety (90) days after the Effective Date (as defined below by Section 3.2(e)), providing Owner with financial protection against loss of rental income of each Property (the “Rent Guarantee” as defined by Section 3.4), subject to the conditions specified
in Section 3.4, and the exclusions of Section 1.3

Additionally, Property Manager shall have the right to perform manual check-ups and place motion sensors, cameras, other types of sensors, alarms, and/or security devices of any nature to facilitate the delivery of the Program and increase the security of the Properties.

1.3 Exclusions. The following are excluded from the OneRate Services and are the sole responsibility of Owner:

(a) any item covered by the Owner’s homeowner insurance or any other coverage, bond, or home, property or contractor or material supplier warranty service, and/or a Tenant’s rental insurance. Owner hereby expressly authorizes Property Manager to contact Owner’s insurance carrier, surety, warranty service, contractor, subcontractor or material supplier for coverage, warranty work and/or compensation or reimbursement of any kind, although Property Manager shall not be obligated to do so;
(b) Any service requested by any Tenant as a result of the Owner’s coordination or communication with Tenant (for example, if Owner encourages a Tenant to submit a Service Request to Property Manager to have a specific service performed);
(c) Cosmetic and appearance issues, which will be dealt with during Tenant turnover;
(d) Any repairs or maintenance related to CIC or CC&RS non-compliance (for example, repairs or maintenance to any structure built on the Property in contravention to, or without the approval required by, CIC or CC&RS rules, or otherwise to bring the Property into conformity);
(e) Any repairs or maintenance needed because of an application of force to a surface, regardless of the source of the force (for example, the force used by humans including in cases of burglaries, unauthorized trespassing, vandalism, or willful or intentional conduct including from Tenant, or the force used by animals such as rodents or termites, or the force of nature, such as wind, storms, roots, water, or drainage whether or not such rises to the level of a Force Majeure Event as defined below);
(f) Any repairs or maintenance attempted before contacting Property Manager, or performed by anyone not expressly authorized or dispatched by Property Manager, including but not limited to Owner and/or Tenant;
(g) Any repairs or replacement, or increased maintenance cost resulting from an underlying latent or patent condition or defect (e.g., damages to the walls due by a water leak on the floor), if the cost of such repairs or maintenance exceeds One Thousand Dollars ($1,000);
(h) Any repairs or maintenance for damages caused by a “Force Majeure Event,” defined as any act that could not have been reasonably foreseen by Property Manager, including without limitation, acts orders, mandates, limitations, and/or restrictions of governmental authorities, war, war-like conditions, insurrection, revolution, terrorism, riot, looting, strike, lockout, fire, explosion, flood, earthquake, natural catastrophes, health epidemics, pandemics, viruses, health emergencies, other acts of God including weather-related, or other external causes or circumstances beyond the Parties’ control;
(i) Any repairs or maintenance that relate to the Property’s foundation and infrastructure, including all parts of the Property that are underground, outside the contour lines of the building, the roof, or for a defect existing at the time the OneRate Services commence as identified in the Adjustment Notice (as defined below), or that is caused by repeat exposure or by Owner’s failure to address same before the OneRate Services commence, such as mold, fungus, water damage, or asbestos;
(j) Any repairs or maintenance related to the garden, lawn, or landscaping;
(k) Any pool repairs or maintenance, if the Property has a pool, jacuzzi, spa, fountain, or other body of water (collectively “Pool”) on it, unless agreed to by separate writing and with Owner directly responsible for any charges. Property Manager also recommends that Owner purchase additional insurance and/or riders relating to the Pool, both for liability and general coverage. Based on the special nature of Pools and related equipment, Owner agrees that Property Manager shall not have any responsibility relating to any Pool and that Owner will instead rely on the third-party Pool or other vendor of its choice for any repair, maintenance, or advice relating to any Pool and Pool equipment, and installation of any required or suggested restricted access, security or notification device;
(l) Any pest control unless agreed to by separate writing, including Owner being directly responsible for all charges;

(m) Any repairs or maintenance of any Tenant’s personal property, including but not limited to commonly moved items of personal property (e.g., lamps, furniture, fans, audiovisual equipment, bikes);
(n) Any improvement projects, defined as the replacement, or upgrade to a better quality or new standard or design, of five percent (5%) or more of a surface or that requires a permit from any governmental entity (for example, while replacing most of the roof is an improvement, replacing a few tiles is not, and while re-painting most of the house exterior is an improvement, re-touching a small area is not). Notwithstanding the foregoing, Owner may submit a request for an improvement project to Property Manager, who may accept at its sole discretion to perform the requested work for a separate price as quoted by Property Manager in writing on a case-by-case basis;
(o) For any Property which is furnished or partially furnished, and also applicable to any of a Tenant’s furnishings or personal property, Property Manager shall not be responsible, guarantee, warrant, or otherwise provide any insurance for any such items. However, Tenant and Owner, as the case may be, shall be fully responsible, including without limitation, providing an inventory list of all such furnishings, fixtures, and appliances. Property Manager further strongly recommends that Tenant (via renter’s insurance) and Owner procure insurance coverage for such items and/or a rider to Owner’s existing insurance coverage for the Property; and
(p) Any repairs or maintenance excluded by Article 3 or that Property Manager, in its sole discretion, determines is not within the definition or the spirit or intent of the OneRate Services as provided by this Article 1 or is not expressly included by this Agreement.

1.4 Parties’ Relationship. The Parties’ relationship shall be that of principal and agent. Thus, except as set forth expressly in this PMA, all Services to be performed by Property Manager under this Agreement shall be on behalf of Owner. Property Manager is authorized to act, bind, and obligate Owner as may be necessary to carry out the express provisions, as well as the spirit and intent of this Agreement. In taking any action under this Agreement, Property Manager shall be acting only as agent for Owner, and nothing in this Agreement shall be construed as creating a partnership, joint venture or any other relationship between the Parties. Property Manager is solely an independent contractor of the Owner and shall not at any time during the period of this Agreement be considered a direct employee of Owner.

ARTICLE 2 – TERM AND TERMINATION

2.1 Term. Subject to the terms and provisions herein, the Term of this Agreement shall commence on the Effective Date and shall continue for twelve (12) months (the “Initial Term,” and together with the Extended Term as defined below, the “Term”), unless terminated before the Term ends per this Article 2.

At the expiration of the Initial Term, this Agreement shall automatically renew for an additional twelve (12) months period (the “Extended Term”) unless either Party provides written notice to the other of its desire not to renew no less than thirty (30) days in advance.

2.2 Termination. The Program and this Agreement may be terminated before the expiration of the Term as provided below.

(a) Owner’s Termination. Owner may terminate the Program and this Agreement as follows: (i) after receiving the Adjustment Notice as provided by Section 3.2(c), by delivering to Property Manager a written notice to that effect within five (5) calendar days of receiving the Adjustment Notice, provided that, however, Owner will have to pay a one-time inspection fee to Property Manager of Two Hundred Fifty Dollars ($250); (ii) at any time and for any reason, upon payment of a termination fee equal to the greater of: (x) OneRate Fees due under the remainder of the then- current Term; or (y) one hundred and ten percent (110%) of all Property Manager’s actual expenses and costs incurred for the previous six (6) months in performance of the Program for the Properties, less the aggregate OneRate Fees paid by Owner in the six (6) months period preceding the termination notice (the “Termination Fee”); or (iii) after receiving written notice from Property Manager regarding the increase of the OneRate Fees as provided by Section 4.1, by providing written notice to that effect to Property Manager within fifteen (15) business days from such Property Manager’s notice. The Termination Fee shall be equal to Zero Dollars ($0) if the Owner terminates the Program for a Property being sold, and Property Manager is serving as the exclusive broker or sole selling agent.
(b) Termination through Property Sale. Owner agrees that if it or any of its Affiliates offers any of the Properties covered by this Agreement for sale or other disposition or transfer, it will hire Property Manager as broker of record to act as seller’s exclusive broker and listing agent on behalf of Owner at a standard real estate broker’s commission for such properties, and without precluding Property Manager or its Affiliates from acting as buyer’s broker in a dual representation. Should Property Manager not be appointed on an exclusive basis then Owner shall pay Property Manager, a fee of six hundred dollars ($600.00), in addition to any other broker or listing fees it may agree with the Property Manager. For this additional fee, the Property Manager will provide necessary financial, banking, reporting, and repair and maintenance documents, as well as inspection and insurance information if any, rent roll, and accommodate and assist with showings. The fee owed by the Owner to the Property Manager shall be part of the closing statement and shall be paid as a condition to the closing of escrow for the sale of a Property.
(c) Property Manager’s Termination. Property Manager, at its sole discretion, may terminate the Program and/or this Agreement by providing a written notice to Owner at least thirty (30) days before the date of effective termination as follows: (i) if a User (defined below) is misusing the Program; (ii) if Owner is in breach of any provision of this Agreement; (iii) if the payouts for OneRate Services are materially exceeding those associated with comparable buildings and properties; (iv) if Owner fails to pay any fees or costs due and payable to Property Manager; and (v) for Property Manager’s convenience.

2.3 Non-Extension of Term. If Owner notifies Property Manager that it is not renewing for an Extended Term, Owner agrees that Property Manager is not obliged to pay for coverage for OneRate Services during this period in which the Property is phasing out.

2.4 Assignment of Tenant Debt. Upon termination or non-extension of Term, Owner assigns to Property Manager the value of any Rent Guarantees (per Section 3.4) paid by Property Manager to Owner that have not been repaid by Tenant to Property Manager.

2.5 Effects of Termination or Expiry.

(a) Neither Party will incur any liability whatsoever for any damages, losses, or expenses of any kind suffered or incurred by the other Party arising from or incident to the termination or expiry of this Agreement by such Party, except as provided by this Agreement or mandated by Delaware law. Notwithstanding the preceding sentence, however, termination or expiration of this Agreement will not relieve Owner of any obligation to Property Manager, including but not limited to any expense undertaken or incurred under this Agreement before such termination or expiration, or from paying the Termination Fee, or from reimbursing all monies advanced by or owed to Property Manager, or from Owner’s future indemnity obligations, if any, to Property Manager. All of the above obligations of Owner shall survive termination of this Agreement.
(b) Upon termination or expiry of this Agreement by any Party, Owner shall pay all sums due to Property Manager according to this Agreement within ten (10) business days from the termination or expiry date (as applicable) via certified funds. Any amounts owed under this Agreement from Owner to Property Manager shall bear interest in accordance with Section 6.9.
(c) If Owner directs Property Manager to transfer files and documents to Owner or a succeeding management company, or any third party for any reason such as sale, court, bankruptcy, etc., then Owner shall be responsible for paying Property Manager a transfer fee of Two Hundred Dollars ($200) per Property then under management by Property Manager.
(d) If either Party terminates this Agreement before Property Manager leases the Property for the first time, Owner shall pay Property Manager: (i) all the expenses incurred as it relates to the Property, within ten (10) business days from the presentation of the receipts by Property Manager; and (ii) in addition to other sums due under this Agreement, Two Hundred Fifty Dollars ($250) per Property as consideration for the time invested by Property Manager.
(e) Not with standing anything in this Agreement to the contrary, if Property Manager concludes, in good faith and its sole discretion, that a User (defined below) is misusing the Program, and therefore terminates the Agreement according to this Section 2.2(d) Owner shall immediately reimburse all sums spent by Property Manager on the OneRate Properties as a result of the misuse of the Program (the “Program Misuse Reimbursement”) via certified funds. Owner hereby authorizes Property Manager to deduct the Program Misuse Reimbursement from any Rent receivables associated with the Properties or to pay such amount through monies available in the Trust Account or Deposit Trust Account (each as defined below).

2.6 Survival. The provisions of this Agreement regarding the effects of termination, representations, warranties, indemnification rights, and/or duties shall survive the termination or transfer of this Agreement by Property Manager or Owner (with Property Manager’s permission or as otherwise expressly set forth in this Agreement). Specifically, unless prohibited by Law, Owner’s obligations under this Agreement, including all payment obligations until Property Manager is paid in full, shall survive its termination, and all of Property Manager’s obligations shall cease.

ARTICLE 3 – ONERATE PROGRAM, PLATFORM AND RENT GUARANTEE

3.1 Home365 Account.

(a) Owner shall create and activate a Home365 Account on www.home365.co/login/ (the “Home365 Account”) to participate in the Program. The Program’s subscription for any Property will commence only after the Home365 Account is created and activated by Owner, and the Property is accepted into the Program by Property Manager. Acceptance of one Property into the Program does not mean Property Manager will accept any other Property – that decision will be made by Property Manager on a property by property basis.
(b) At all times, Owner may request Property Manager to receive the monthly statements, the status, and historic and ongoing events associated with the Property by contacting Property Manager at www.home365.co/help.

3.2 Program Integration. At a specific date to occur within sixty (60) days from the Effective Date, Property Manager shall start the integration process aimed to incorporate the agreed-upon Property or Properties into the Program (the “Program Integration Phase”).

(a) As a material part of acceptance into the OneRate Program, and for access to the Platform, the Owner must complete a detailed questionnaire provided by the Property Manager describing the Property. This questionnaire includes specific data regarding each Property’s maintenance history and material renovations or repairs made to each Property, including but not limited to renovations and repairs made to roofs, floors, water pipes, pumps, heating and cooling systems, foundations, plumbing, septic, and electric systems. Both acceptance of Owner by Property Manager into the Program, and OneRate Fees and the exclusions, are based upon the completeness and truthfulness of the completed questionnaire provided to Property Manager and any follow-up questions or documentation it requires. If for any reason, the true condition of the Property or its condition varies from that reported by Owner, Property Manager may issue and Adjustment Notice (as defined below) or without penalty or liability, terminate this Agreement.
(b) Property Manager, any of its Personnel or a third party contracted by Property Manager, will perform a detailed onsite inspection. If any of the Properties are leased at the time of the inspection, Owner hereby authorizes Property Manager to contact the Tenants to arrange for such inspection. If any of the Properties are vacant at the time of the inspection, then Owner shall provide to Property Manager full access to such Properties, with all power and utilities turned on and operative and all areas accessible. Property Manager will prepare, or cause to be prepared, a detailed inspection report (the “Inspection Report”) for each of the Properties, which will be delivered to Owner within a reasonable time after completion.
(c) Within the Program Integration Phase, based on the results of the Inspection Report, Property Manager shall compare the results with the initial questionnaire and confirm or adjust the OneRate Fees as initially estimated by Property Manager, and provide written notice of the same to Owner (the “Adjustment Notice”). Such Adjustment Notice may also require modifications to the provisions of this Agreement, including higher OneRate Fees, additional exclusions, or limitations to the OneRate Services, and/or higher or additional Deductibles or co-pays for specific items.
(d) If any of the Properties are vacant at the time of the inspection, Property Manager shall confirm whether such Properties are in a rentable condition and whether repairs are required to make such properties rentable, which shall be the Owner’s sole performance and financial responsibility. Such properties shall be excluded from the OneRate Services unless and until after all repairs are made, and Property Manager, upon full inspection, in its sole discretion, accepts the formerly rejected property as a Property within the Program. If such repairs are required, all of Property Manager’s obligations under this Agreement shall be suspended until the repairs are completed and approved by the Property Manager.
(e) The Program Integration shall be deemed completed after ten(10) calendar days from the delivery of the Adjustment Notice unless terminated by any of the Parties under Article 2.2(b). For this Article 3, the date on which the Program Integration is deemed completed shall be the Program start date, unless the Parties agree to a different Program start date in writing (the “Program Start Date”).

3.3 Platform and Service Requests.

(a) Platform. The Program is delivered to the Owner and the Property’s Tenants through the Home365 Platform, including the Property Manager’s mobile application and website (the “Platform”). The Platform will be available to receive service requests on a 24/7 basis and shall respond from 9 a.m. to 5 p.m., local time, every day, excluding weekends and national holidays. The Platform may have embedded some additional terms of service, or additional conditions, as in effect from time to time, incorporated herein by this reference (the “Platform TOS”). To the extent that the Platform TOS conflict with the terms of this Agreement, this Agreement shall prevail.
(b) Service Requests. The Owner and/or any of the Properties’ Tenants that register on the Platform (each, a “User”) will be able to initiate requests for any of the OneRate Services provided by Property Manager under the Program (the “Service Requests”). The Platform will include access to a portal through which the Owner will be notified of each Service Request submitted for any of the OneRate Properties. Property Manager shall review each Service Request, confirm whether the requested service is included in the OneRate Services, and accept or deny the request through a Portal notification sent to the Owner and the User, if different from the Owner.
(c) If Property Manager accepts a Service Request, then the Platform will match the Service Request with an appropriate individual or entity with which Property Manager has contracted to provide services under the Program (the “Service Provider”). Unless mandated by Law, no User shall have the right to refuse a Service Provider’s access to the Property. If there is an emergency involving life safety or a condition that, if not immediately mitigated, will cause the Property extensive and otherwise unavoidable damage (for illustration but not exclusive purposes, a broken pipe with water leaking), the Service Provider and/or Property Manager shall be given access to the Property to address and stop the emergency. User may vacate during such time if he or she is uncomfortable in any way.
(d) Emergency Service Requests. If a Service Request requires a prompt or immediate resolution necessary for any of the Properties to be accessed or usable (e.g., lockouts, clogs in all toilets, water heater leakage, or breakdown of air conditioning during the summer) (the “Emergency Service Request”), the Platform will employ all reasonable efforts to respond within six (6) hours during workdays, and within twelve (12) hours during weekends and national holidays.

(e) Property Manager shall have the right, in its sole discretion, to determine the severity of a Service Request, including whether it constitutes an emergency, and the time frame and sequence in which each Service Request will be managed and responded to by Property Manager and/or its Service Provider.
(f) Property Manager shall have the right, in its sole discretion, to re-direct a Service Request to the insurance carrier, bond provider, home warranty service, contractor, or material supplier, as applicable, for the Property for which the Service Request has been submitted. Owner shall promptly facilitate the handling of such claim with said provider.
(g) Owner agrees that, when the Property is under a Lease Agreement, the Service Requests should be submitted solely by the Property’s Tenants.
(h) Property Manager shall have the right to charge to Owner any applicable deductible as agreed herein, and as may be amended from time to time by Property Manager in its sole discretion or by the Adjustment Notice (the “Deductible”), for each Service Request, executed Lease Agreement, lease renewal or Tenant eviction (without external legal resources) and as otherwise provided by this Article 3, including Section 3.4. Where a Deductible applies to the Service Request, a User cannot refuse or decline to receive services where the estimated amount of the services to be performed is below the applicable Deductible amount.

3.4 Rent Guarantee.

(a) Subject to the exclusions of Section 1.3 (the “Exclusions”), the Property Manager will continue to pay to Owner the same amount of rental income (excluding any income which is not rent, such as utility payments) that Owner was receiving at the time of the Program Start Date from the Property, minus the OneRate Fees and the Deductible, subject to the restrictions in Section 3.4(e). To avoid any doubt, Property Manager shall have the right to charge the Owner a Deductible, in the amount as indicated herein and as amended from time to time by Property Manager or by the Adjustment Notice, for every time in which the Property Manager’s obligations are triggered under this Section 3.4, which is at every Rent Guarantee Start Date as defined in Section 3.4(b) below, and for each month thereafter that Rent is not paid.
(b) Subject to the restrictions of this Article 3, and the Exclusions in Section 1.3, Property Manager’s obligations under the Rent Guarantee shall start one half of one month after a Property is vacated (the “Rent Guarantee Start Date”) and shall terminate on the date when a new Tenant enters into a Lease Agreement as defined by Article 3, or another occupancy agreement or as otherwise provided by this Agreement. For purposes of clarity, Owner shall be the sole approver of any new Tenants for the Property, provided that, however, if Owner refuses any of the Tenants identified by Property Manager when a Property is vacant, for any reason whatsoever regardless of any restrictions, pre-screening obligations, or other limitation selection set forth in this Agreement, the Rent Guarantee shall terminate immediately for that Property.
(c) Property Manager shall have the right to set, at its sole discretion, the listing rental price and rental minimal durations for each of the Properties that have been vacated and that are subject to a Rent Guarantee. Specifically, Property Manager may set the listing rental price for such Properties at a price up to ten percent (10%) less than what was paid by the immediately prior tenant. However, to alleviate doubt, Property Manager shall not be obligated to pay such difference to Owner. Also, Property Manager may set the rental minimal duration for shorter durations than the ones specified by Owner in this Agreement or otherwise, provided that such duration must terminate at the end of the then-current Initial Term or Extended Term.

(d) Subject to the restrictions of this Article 3, and the Exclusions, Property Manager shall pay its obligations under the Rent Guarantee on a monthly basis at a time when it is reasonable for Property Manager to calculate the amount of Rent Guarantee but not more than fifteen (15) days after the end of the month in which the rental income was due from the Tenant.

(e) This Section 3.4 and the Rent Guarantee shall not be applicable:

(i) When specifically agreed to in writing by the Parties;
(ii) When the vacancy of any of the Properties results, directly or indirectly, from the Owner’s breach of this Agreement or the Lease Agreement, or from any communication between the Owner and current, prospective, or new Tenant provided that, however, Owner agrees that all communications with any current, prospective, or new Tenants shall be conducted solely through Property Manager;
(iii) When there is a death of any Tenant, or because of any crimes or illegal activities perpetrated on that Property, or due to, directly or indirectly any statutory or administrative right, applicable license, Law or order allowing a Tenant to cancel, extend, abate, or continue to occupy the Property for any reason, such as age, Pandemic, illness, infirmity, domestic abuse, administrative order, governmental or municipal requirement, Law, or the practicality of an eviction not being feasible or timely;
(iv) When a Force Majeure Event (defined above), or governmental or other decree reasonably prevents Property Manager from evicting a current Tenant, and/or finding a new Tenant for any of the Properties, or from collecting rents on time or collecting rent at all, then and until the latest of: (A) ninety (90) days after the Force Majeure is declared ended; or (B) ninety (90) days after the governmental order, decree, or Law is removed or lifted; or (C) ninety (90) days from when the legal process and eviction processes return to the pre-Force Majeure timing or requirements such as, for example, the time to notice, process, and have a hearing or complete an eviction, subject to Section 3.4(e)(vii) below;
(v) When the Real Estate ETFs or other major stock market indexes (e.g., Dow Jones Industrial Average, S&P 500, NYSE, NASDAQ) decrease by twenty percent (20%) or more, over any ninety (90) consecutive day period during the Term, until such time as the Property Manager considers conditions are normalized;
(vi) When any of the Properties is sold or, if earlier, on the date in which the Property is first advertised for sale;
(vii) When applicable Federal or State laws or orders either (A) prevent or delay the eviction or removal of a Tenant or termination of a Lease, (B) limit Property Manager’s ability to reclaim any of the Properties following such Properties’ Tenants’ delinquency under the applicable Lease Agreements, (C) abate Rent (D) or delay or hamper the Court process, including changes or limitations on Summary Eviction or Unlawful Detainer laws, rules and enforcement of same within particular courts in which the Property is located; or
(viii) For any of the Properties that: (A) were vacant at the Effective Date until such vacant Properties enter into a Lease Agreement while under the Program; or (B) had an existing tenant with overdue charges at the time of the Effective Date until such delinquent tenant is current on all charges for at least 2 consecutive months.

(f) Security Deposit Requirements. In further consideration of the Rent Guarantee set forth herein, and to otherwise decrease the time of vacancy of any Property to the mutual benefit of the Owner and Property Manager, Property Manager shall be entitled in its sole and absolute discretion to determine the Tenant’s obligations regarding a Security Deposit, including without limitation, the amount of the Security Deposit, the timing of the payment of a Security Deposit, and/or not requiring a Tenant to provide a Security Deposit at all, but instead to pay increased Rent, to which the Property Manager shall be entitled to any excess payment made in furtherance thereof and which shall not otherwise impact the Rent Guarantee. In cases where a Security Deposit is not required, Property Manager’s decision shall neither reduce nor waive the Tenant’s obligations to pay for any damages resulting from any breach of the Lease Agreement by the Tenant, nor shall it otherwise impair the Property Manager’s obligations under this Agreement, including without limitation, according to the Rent Guarantee herein and Property Manager’s payment and repair obligations upon a Tenant vacating the Property. However, regardless of whether a Tenant places or does not place a Security Deposit, the Maximum Program Amount shall remain as set forth in Section 1.2 above. If this Agreement is terminated for any reason, Owner may, in its sole discretion, give written demand to Tenant to place the full Security Deposit as negotiated by the Lease.
(g) Other Charges May Be Assessed to Tenant and Retained by Property Manager. From time to time, in Property Manager’s sole discretion, it may charge Tenant for optional services or products (e.g., Internet access, security monitoring, appliance reporting, remote access, “smart home” features, and others as technology and Tenants’ requests develop over time. Property Manager may include charges for such services or products in the Lease Agreement as part of Rent or Additional Rent, or separately in an agreement with Tenant, and may brand same under Property Manager’s name or a different name altogether. In all such instances, Owner grants Property Manager or its Affiliate, in their sole discretion, the right to offer, provide and charge for such services and products as they see fit. Even if referred to as Rent or some derivative therefrom, no portion of any amount collected by Property Manager shall belong to Owner. All such amounts shall belong solely to Property Manager and/or its Affiliate. Specifically, no amount collected under this paragraph by Property Manager or its Affiliate shall alter or increase the Rent Guarantee amount agreed to by the Parties.

ARTICLE 4 – STANDARD FEES AND CHARGES

4.1 OneRate Fees. As compensation for the OneRate Services rendered by Property Manager under this Agreement, Owner shall pay Property Manager for each Property a flat monthly fee as indicated herein or the Adjustment Notice (the “OneRate Fees”) provided that, however, Property Manager may modify from time to time the OneRate Fees and / or Deductibles in its sole and absolute discretion by notifying the Owner at least thirty (30) days in advance, including as provided in Section 3.2(c). Specifically:

(a) Owner shall pay the OneRate Fees monthly, for the whole duration of the Term, starting from the Effective Date as defined above and as indicated herein. If the Agreement is renewed, then Owner shall continue to pay the OneRate Fees monthly for the whole duration of the Extended Term;
(b) If the Program is terminated before the expiration of the Initial Term or the Extended Term, then Property Manager shall owe Owner nothing other than any amount set forth in Article 2;
(c) Owner understands and agrees that all OneRate Fees are not refundable unless otherwise expressly stated in this Agreement
(d) Owner hereby authorizes Property Manager to deduct the OneRate Fees and any other amount owed to it by Owner from any Rent or any other amount received or due to Owner from any Property within the Program and not just the Property from which said amount is owed;
(e) If the Rent is increased on any Property at any time, the OneRate Fees shall increase in the same percentage and Owner agrees written notice is not required for such increase from Property Manager; and
(f) If there are material changes in the consumer price index, or materials used for OneRate Services, the Property Manager retains the right to increase the OneRate Fees.

4.2 Other Fees. As compensation for the Services provided by Property Manager to Owner, including services not defined as OneRate Services, Owner shall pay Property Manager as follows, per each Property:

(a) Expenses. Except as expressly included as part of the OneRate Services, Owner shall pay to Property Manager all of the expenses in connection with each Property under this Agreement;
(b) Extraordinary Services. Owner shall pay Property Manager a sum equal to Fifty Dollars ($50) per hour for all requested tasks to be performed by Property Manager which are not expressly included in the OneRate Services;
(c) Other Services. Owner shall pay Property Manager as agreed to by the Parties in writing from time to time to perform services other than the ones expressly contemplated by this Agreement, which will either be a flat fee from Property Manager or on a cost-plus basis.

ARTICLE 5 – LEASING AND RENTING

5.1 Lease Agreements.

(a) Owner hereby authorizes Property Manager to negotiate, prepare, sign, terminate, modify, renew, extend, and enforce, in Property Manager’s reasonable discretion, all agreements between the Owner and any individual related to such individual’s rights to use a Property for a specific amount of time (collectively the “Lease Agreements”). All Lease Agreements shall be written based on the Property Manager’s approved forms.
(b) For this Agreement, a “Tenant” or “Tenants” shall be defined as anyone that engages in negotiations regarding, or enters into, an agreement with the Owner or the Property Manager to use, occupy and possess a Property for a specific amount of time (a “Lease Agreement”).
(c) Property Manager is authorized to institute, sign, and initiate in Owner’s name and on Owner’s behalf: (i) legal or equitable action for the eviction, dispossession, and/or removal of a Tenant, occupant, family member, or any other person or animal from the Property, including, if possible, via Summary Eviction (collectively “Evictions”) and (ii) all legal actions or proceeding for the enforcement of any of the Lease Agreements, including but not limited to the collection of Rent or other income related to the Property (collectively “Other Suits”). For Evictions, Property Manager is authorized to sign any documents for the initiation, continuance, and completion of such action. In Property Manager’s sole discretion, it may, but is not obligated to engage the services of an attorney or eviction service and another necessary vendor (including for posting of notice and service) of its choice by providing written notice to Owner, provided that, however, within ten (10) business days from the receipt of such notice, Owner shall have the right to object to the attorney Property Manager chose. For Other Suits, Property Manager must obtain Owner’s written permission. If given, Property Manager is authorized to sign any documents for the initiation, continuance, and completion of such action. In Property Manager’s sole discretion, it may engage the services of an attorney or other service and any other necessary vendor (including for posting of notice and service) of its choice, provided, however, that within ten (10) business days from the receipt of notice of Property Manager’s choice of counsel, Owner shall have the right to object to the attorney Property Manager chose. For both Evictions and Other Suits, Owner shall be exclusively responsible for all attorney’s fees, vendor, service provider, expert, and court costs.

5.2 Multiple Listing Service. Owner acknowledges that Property Manager is a participant of the Multiple Listing Service (“MLS”), and therefore that the Properties will be published and disseminated to the MLS participants following the MLS’s own rules and regulations.

(a) Owner hereby authorizes Property Manager to cooperate with other real estate professionals and to report any information regarding the Lease Agreements, including price, duration, and terms thereof, for publication, dissemination, information, and use by other and MLS member and participants.
(b) Owner understands and acknowledges that MLS will disseminate the Property’s information to other MLS participants, as well as online websites, such as zillow.com or realtor.com, and that such information is generally available to the public. Owner recognizes that some of these websites may include a commentary section where consumers may include reviews and comments about the Property, or an automated estimate of the market value of the Property.

5.3 KeyBox, Lockbox, or Smartlock. If the Property is vacant, Property Manager shall take reasonable precautions to secure it at Owner’s sole expense. Owner hereby authorizes Property Manager to install an electronic or mechanical keybox (the “KeyBox” or “Lockbox”), or an electromechanical lock (the “Smartlock”) in each Property to allow access to any licensed real estate professional for showing to potential Tenants, and to any person per Section 5.4 below. For KeyBox, Lockbox, or Smartlock, Owner hereby authorizes Property Manager to issue to any licensed real estate professionals a code valid for one- time admittance (the “One Time Code”) as an electronic means to allow them direct access to a Property or its keys. Further, notwithstanding anything to the contrary contained in this Agreement, Owner acknowledges that he has been advised and accepts the following:

(a) The purpose of the KeyBox, Lockbox, or Smart lock is to allow access to the interior of a Property to any licensed real estate professional to facilitate the leasing, or showing for sale, as the case may be, of such Property;
(b) If a Tenant is occupying a Property, the Tenant’s consent is also required for Property Manager to utilize a KeyBox, Lockbox, or Smartlock, and said consent shall be made a part of the Lease Agreement;
(c) Property Manager shall not in any way or for any reason be responsible to Owner or any Property’s occupants against theft, loss, vandalism, or other acts or omissions resulting from access to a Property through the KeyBox, Lockbox, or Smartlock; and
(d) Owner shall obtain appropriate insurance against all losses described above.

5.4 Self-Showing. Owner hereby authorizes Property Manager to issue a One Time Code to any person providing to Property Manager the following information: (a) full name; (b) full address; (c) telephone number; (d) credit card; and (e) valid Identification Document (e.g., Passport or Driver’s License) (the “Qualified Person”). Upon Property Manager’s issuance of a One Time Code to any Qualified Person, Owner understands agrees and consents that the Qualified Person will have direct access to a Property or its keys through the Property’s KeyBox, Lockbox, or Smartlock. To avoid any doubt, Owner acknowledges that it has been advised and accepts the following:

(a) The purpose of issuing a One Time Code to a Qualified Person is to allow access to the interior of a Property to such Qualified Person to facilitate the leasing of such Property;
(b) Property Manager will only issue One Time Codes to Qualified Persons for vacant Properties (i.e., Properties that are not occupied by any Tenants); and,
(c) Owner shall obtain appropriate insurance against all losses derived from the issuance of OneTime Codes to any Qualified Person and/or as described above.

5.5 Reservation Fee. Property Manager may collect from a prospective Tenant a fee in exchange for an agreement to reserve a Property and take it off the rental market for an amount of time specified from time to time before entering into a Lease Agreement (the “Reservation Fee”). The Reservation Fee shall be the exclusive property of the Property Manager.

5.6 Management and Maintenance Reviews. Property Manager may make management and maintenance reviews of the Property (the “Reviews”) during occupancy, at the time of expiration or termination of a Lease Agreement, or at any time deemed reasonable by the Property Manager in its sole discretion. Following such Reviews, Property Manager shall report to Owner the condition of each Property.

5.7 Utilities and Other Services.

(a) Owner shall be solely responsible, at its own expense and in its own name, to provide and negotiate for each Property’s utilities, including but not limited to electricity, gas, water, waste, and all such other services as necessary or prudent for the operation of each Property (the “Utilities”).
(b) All Utilities’ charges, fees, and/or deposits shall be the sole responsibility of the Owner, which authorizes Property Manager to communicate with each Property’s utility companies and service providers and to make changes to such utilities or services in Property Manager’s sole judgment and discretion. Owner shall be responsible for any costs and sums related to any of the Properties’ Tenants’ failure to maintain such utilities or services and for all damages caused resulting therefrom.

5.8 Violations of Environmental and Other Regulations. Owner shall be solely responsible for each Property’s compliance with any environmental or other regulation. Without any duty of inquiry, if Property Manager discovers any such regulatory violation, then Property Manager shall notify Owner within a reasonable time, for Owner to cure the violation or offending condition at its own and sole expense.

5.9 Common Interest Community. If a Property is located within a Common Interest Community (“CIC”), Owner acknowledges that Property Manager has no control over the CIC rules and regulations or their enforcement or lack of enforcement by the CIC’s Board of Directors. Owner understands that the CIC’s Declaration of Covenants Conditions and Restrictions (“CC&RS”) may impose restrictions on the use of such Property, including restricting the leasing of the Property, and it is Owner’s sole responsibility to determine whether each Property is subject to such restrictions. It is Owner’s sole responsibility to ensure that each Property complies with the CC&RS at any time, including future amendments and addition to the CC&Rs. Owner shall solely be responsible for the assessment, violations, and fines/fees imposed and payable to the CIC for violations of the CC&RS. Owner agrees promptly to reimburse Property Manager for any fines or fees paid on Owner’s behalf. Any notice from the CIC indicating Property Manager as an owner of any Property, or violator of any CC&RS, shall not affect the terms of this Section or Owner’s direct and sole responsibility thereunder.

ARTICLE 6 – COLLECTION AND DISBURSEMENT OF RENTS AND OTHER SUMS

6.1 Collection of Rents and Other Sums.

(a) Collected Amounts. Property Manager shall collect all rents, charges, and other amounts receivable under any Lease Agreement for any Property, or otherwise due for Owner’s account in connection with the management and operation of each Property (the “Collected Amounts”). Such Collected Amounts shall be deposited by the Property Manager in the Trust Account according to Section 6.5, except for Security Deposits or other Deposits, which Property Manager shall deposit into the Deposit Trust Account according to Section 6.8. Should Owner redirect Tenants or any other party responsible for paying rents, charges or other amounts receivable under any Lease Agreement to an account other than the Trust Account this will be considered a material breach of the Agreement and a termination by the Owner as per Section 2.2(a).
(b) Ancillary Income. To the extent permitted by applicable Law, Property Manager may collect from an actual or prospective Tenant, service provider or other party all fees or income concerning any Lease Agreement or other agreements related to a Property, including but not limited to: administrative charges for late payments of Rent or other sums due under Lease Agreements, late fees, administrative charges for returned or non-negotiated checks, pet fees, interest related to late payments, rental application fees, and any other administrative fees as implemented by Property Manager from time to time in its sole discretion (collectively, the “Ancillary Fees”). Any Ancillary Fees shall be retained by, and be, the Property Manager’s sole and exclusive property.

6.2 Disbursement of Rents and Other Sums.

(a) Operating Expenses and Fees. Property Manager is authorized to pay on Owner’s behalf all expenses and costs related to operating each Property, together with all fees and charges due to Property Manager under this Agreement, including the ones specified in Article 6, which shall be paid first. All such charges and expenses for Property may be paid directly from the Trust Account as such expenses and charges become due and payable. If there is any shortfall on any Property, per Section 6.6 below, Owner shall immediately, upon written request, replenish all amounts required by Property Manager and all amounts due or that may be due under this Agreement.

(b) Debt Payments. Owner authorizes Property Manager to make monthly or recurring payments related to any Property, utilizing the monies at that time present in the Trust Account (the “Debt Payments”), unless and until Owner provides a written notice revoking such authority, which shall be made at least thirty (30) days in advance. After receipt of such notice, Property Manager may choose to terminate this Agreement, without penalty or liability, for that Property or for all Properties. Property Manager shall have the authority to modify the amount required for the Reserve as provided by Section 6.5 in its sole discretion. For this section, the Debt Payments could include, without limitation: mortgage payments, general property taxes, special property assessment, home warranty, or insurance premiums. If there is any shortfall on any Property, per Section 6.6 below, Owner shall immediately, upon written request, replenish all amounts required by Property Manager and all amounts due, or that may be due under this Agreement. As between amounts due under subpart (a) and (b) hereof, all amounts due under (a) shall be paid in full before Property Manager pays any amount under (b).
(c) Retention of Sums for Future Repairs and Bills and the Reserve. Property Manager, in its sole and absolute discretion, may hold sums from the Collected Amounts deposited by Property Manager in the Trust Account to pay for authorized, necessary, or in process repairs and any authorized bills to be made on the Properties (“Held Sums”) which are otherwise to be paid by the Owner per the terms of this Agreement, for the Reserve, defined below, and in Property Manager’s sole discretion due to a Force Majeure Event or its aftermath or a material change to a Property or the leasing environment where the Property is situated.
(d) Disbursements to Owner of Net Proceeds. To the extent that funds are available in the Trust Account setting aside the Held Sums and after maintaining the Reserve according to Section 6.5, Property Manager will transmit the Net Proceeds (as defined below) to Owner as it directs in writing from time to time. For this Agreement, “Net Proceeds” shall be defined as all amounts deposited in the Trust Account minus all costs, expenses, and fees due and payable by Owner under this Agreement, including any Held Sums and the Reserve.
(e) Deposits Disbursement. Any Security Deposits and other refundable Deposits as defined in the Lease Agreement deposited into the Deposit Trust Account shall be disbursed by Property Manager under the provisions of applicable Laws or regulations. To alleviate doubt, the higher Rent as identified in Section 3.4 above shall not be considered for any purpose to be part of or credited toward the Security Deposit and any Security Deposits can be applied to refund Rent Guarantee, Service Requests or other OneRate Services, as applicable.

6.3 Reports.

(a) Owner understands that it is solely responsible for filing all appropriate Internal Revenue Service (“IRS”) forms and for meeting all IRS requirements, including accounting for each Property and filing all federal, state, and local taxes or assessments due. By signing this Agreement, Owner acknowledges, agrees, and consents that all tax-related information from Property Manager, including the annual Form 1099 and related tax notifications for vendors, etc., will be sent digitally and over email or the Platform. Owner agrees to keep its contact information, including email address, current with Property Manager at all times.
(b) Before Property Manager can disburse any sums to Owner, Owner agrees to provide to Property Manager all legal details and documents necessary to comply with tax laws and regulations, including (i) Driver License and Social Security Number; (ii) complete W-9 form or W-8 BEN form; and, (iii) certification issued by the Owner’s bank institute confirming that the Owner is the legal owner of the bank account provided to Property Manager for disbursement of the Net Proceeds, to be provided every time Owner requests to change the bank account where to receive the Net Proceeds. Property Manager will hold in Trust Account all sums and will not disburse any Net Proceeds to Owner absent the documents required by this Section 6.3(b), and a current email and/or Platform contact for Owner as set forth in Section 6.3(a).

(c) According to the Internal Revenue Code 44, Section 1141 (the “Foreign Investments In Real Property Tax Act” or “FIRPTA”), the deduction of a withholding tax on all fixed or determinable gross income shall be required for any non-resident alien individual, fiduciary, foreign partnership or foreign corporation unless exempt under provisions provided thereunder. If Owner is a non- resident alien individual, fiduciary, foreign partnership, or foreign corporation, Property Manager will require a written statement under FIRPTA. Accordingly, Owner hereby declares that he is not a non-resident alien individual, fiduciary, foreign partnership, or foreign corporation.
(d) Property Manager shall, on a mutually acceptable schedule, furnish Owner with: (i) monthly statements of cash receipts and disbursements from the management of the Property; and (ii) any other reports as agreed by both Parties.

6.4 Trust Account. Property Manager shall establish and maintain a separate trust account, apart from any company or corporate account, for the deposit of payments collected on behalf of the Owner and concerning each Property (the “Trust Account”). Property Manager shall establish such Trust Account at financial institution selected in its sole discretion, provided that the federal government insures the deposits. Any interest accrued on the Trust Account shall be dispersed in accordance with applicable Laws and/or regulations. Any funds collected on behalf of the Owner for the Property and deposited into the Trust Account by the Property Manager shall be disbursed per the terms of this Article 6, subject to the Property Manager’s retention of any fees or expenses to it owed by Owner under this Agreement, including Article 6.

6.5 Reserve. Immediately upon the commencement of this Agreement, Owner shall remit to the Property Manager a reserve equal to Two Hundred Dollars ($200) per Property to be deposited in the Trust Account (the “Reserve”). Property Manager shall use the Reserve to pay sums owed by Owner under this Agreement as they become due from time to time, and at all times, Owner shall maintain the Reserve for each Property under this Agreement. Property Manager shall notify Owner if additional funds are required, and Owner shall remit such funds immediately to replenish the Reserve.

6.6 Remittance of Funds. If the balance of the Trust Account is at any time insufficient to pay any sums due and payable by Owner under this Agreement, including to replenish the Held Sums or the Reserve, then Owner shall remit to the Property Manager sufficient funds to cover the deficiency and restore the requested amounts no later than ten (10) days from the Property Manager’s written notice. Property Manager has the right to increase the amount of the Reserve where it considers Two Hundred Dollars ($200) to be insufficient to maintain Owner’s account or when Owner is late in replenishing Held Sums and/or Reserve.

6.7 No Advance of Funds. To continue participating in the OneRate Program, Owner agrees that its balance in the Trust Account shall remain positive at all times with a minimum balance of $200. If at any time the balance becomes negative, Property Manager will make a written and formal contribution request, and until this additional cash contribution is made, no expenses, including any Debt, will be paid, and no new repair and maintenance work will be authorized, undertaken or approved on the Properties. Notwithstanding the above, if Property Manager decides in its sole discretion that despite the Owner’s negative balance, certain expenses are urgent/important to make (e.g., to avoid liens, litigation, safety issue or any law or regulation), Property Manager may, but is not obligated to contribute the negative balance or cover such expense, and will notify the Owner in writing of such a contribution. This contribution will be considered an Unpaid Sum, which, if not reimbursed in full by Owner, will bear ten percent (10%) interest per annum, compounded monthly. However, all of the above notwithstanding, in no event shall Property Manager be required to use its own funds to pay sums owed by Owner under this Agreement, nor shall Property Manager be required to advance any monies to Owner or to the Trust Account.

6.8 Deposits Trust Account. Property Manager shall establish and maintain a separate trust account, apart from any company or corporate account and apart from the Trust Account, for the deposit of security deposits and other refundable deposits, if any, collected on behalf of the Owner and concerning each Property (the “Deposit Trust Account”). To alleviate doubt, the higher Rent collected by Property Manager if a Tenant chooses not to place a Security Deposit shall not be a part of or credited to the Security Deposit. It will not be deposited in the Deposit Trust Account. Any interest accrued on the Deposit Trust Account shall be the exclusive property of the Property Manager.

6.9 Collection Fees and Interest on Unpaid Sums. All sums due under this Agreement and not paid by Owner to Property Manager when due (the “Outstanding Sums”) shall bear interest at the rate of ten percent (10%) per annum, compounded monthly. Owner shall also pay to Property Manager, in addition to all the amounts due and payable under this Agreement and interest, all reasonable costs and attorney’s fees incurred by Property Manager in connection with collecting such sums or incurred for any other reason under this Agreement or in connection with an Owner Property under management by Property Manager. If the full amount owed by Owner to Property Manager is not paid within thirty (30) days of written notice of Default from Property Manager to Owner, then all amounts then due and owing or which become due and owing from Owner to Property Manager shall bear interest at fifteen percent (15%) compounded monthly based on a 360 day year (“Default Interest”). Such Default Interest shall continue to accrue until all obligations are paid in full.

ARTICLE 7 – NOTICE

7.1 Notice. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement, or is given in connection with this Agreement, shall be in writing and shall be deemed to have been sufficiently given or served if (i) sent by overnight courier; (ii) mailed by certified first-class mail, postage prepaid, return receipt requested; (iii) sent by email transmission, or (iv) sent by facsimile. The Parties hereto agree that all such notices shall be delivered to the addresses specified below, or in the Signature Page, provided that any Party may change its address by giving written notice to the other Parties to that effect, per this Section 7.1.

If to Owner(s): See Signature Page

If to Property Manager: www.home365.co/help/ or help@home365.co

A written notice shall be effective when such notice is sent, mailed, or faxed, whichever is sooner. No objection shall be made by any Party as to the manner of delivery of any notice if actual receipt is acknowledged in writing by an authorized agent of the receiving Party.

ARTICLE 8 – CONFIDENTIALITY AND NON-SOLICTATION

8.1 Confidentiality. During the Term of this Agreement, and at all times thereafter, Owner shall not release or otherwise disseminate or publicize any information, terms and/or conditions of this Agreement or as it relates to the Property Manager’s business and business strategies. The Owner shall hold all such information in strict confidence. Neither Party shall make any public announcement concerning this Agreement, any performance hereunder, or any other comment, one Party about the other, without the advance approval, in writing, of the non-publishing Party, provided that, however, a Party may still issue a press release without the consent of the other if such press release is necessary to comply with applicable laws. The provisions of this Article 8 shall in no way limit Owner’s obligations under Article 2 hereof and the obligations of this Article 8 and Article 2 shall survive the termination or abandonment of this Agreement for any reason.

8.2 Non-Solicitation. Owner covenants and agrees that it shall not, and it shall ensure that neither it nor affiliates do not, for the period commencing on the last date of the Term and ending on the two year anniversary of thereof, working alone or in conjunction with one or more other persons or entities, for compensation or not: (i) hire or solicit any employee, agent or consultant of the Property Manager or encourage any such employee, agent or consultant to leave such employment or stop providing services to the Property Manager; or (ii) solicit, encourage, or otherwise interfere with any vendor, supplier or customer, including in an attempt to stop providing or receiving services to/from the Property Manager.

8.3 Material Consideration. This Article is a material part of this Agreement without which Property Manager would not enter into it, nor would Owner be admitted into the Program.

ARTICLE 9 – ASSIGNMENT

9.1 Assignment. Neither Party may transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party, not to be unreasonably withheld. Notwithstanding the foregoing, Property Manager may assign or transfer this Agreement in its entirety, without the Owner’s consent, in connection with a public offering, the sale of all or substantially all of its assets or its ownership, consolidation, recapitalization, reorganization, or other transfer of control. Additionally, a transfer or assignment of this Agreement to Property Manager’s parent company or Affiliate will not be considered an Assignment under this Agreement.

9.2 Successors and Assigns. All references made in this Agreement to rights or obligations of Property Manager shall also be deemed to include permitted successors and assigns of Property Manager as set forth in Section 9.1. In addition, all references in this Agreement to rights or obligations of Owner shall also be deemed to include permitted successors and assigns of Owner after a transfer of this Agreement consented to in writing by Property manager per the preceding paragraph, and to all of Owner’s Affiliates.

ARTICLE 10 – RELEASE, INDEMNITY AND INSURANCE

10.1 Release. Property Manager does not assume and shall not have any liability for any action, whether in tort or contract, damages, losses, liabilities, demands, actions, liabilities, fees, suits, causes of action, penalties, recoveries and deficiencies, costs and expenses (including, without limitation, reasonable attorney’s fees) as it relates to any of the Properties, including but not limited to: (i) any act or omission by any of the Properties’ Tenant, including default; (ii) any act or omission by Owner, any previous owner of any of the Properties, any of their previous brokers or representatives, or for damages claimed to be occurred for, in, on, or about any of the Properties; and (iii) any bankruptcy or failure of the depository bank where the Trust Account and Deposit Trust Account were opened. Except as otherwise provided for and/or restricted by Law or applicable regulation or where such claims arise from Property Manager’s intentional misconduct and/or gross negligence, Owner acknowledges and agrees that neither Property Manager, its Affiliates or any employee, direct or indirect owner, officers, directors or any agent of the foregoing shall be liable for any liability, loss, cost, damage, expense, tax, premium, assessment, violation, suit, claim or destruction of any nature arising out of this Agreement and/or otherwise relating to the Property. interests, or a merger.

10.2 Indemnity.

(a) Owner shall indemnify, defend, and hold harmless Property Manager, its parent, subsidiaries and Affiliates, and its and their respective officers, managers, members, directors, agents, employees, representatives, successors and assigns (collectively, “Property Manager’s Indemnitees”), from and against all claims, whether in tort or contract, demands, actions, liabilities, fees, suits, causes of action, damages, penalties, recoveries and deficiencies, costs and expenses (including, without limitation, reasonable attorney’s fees) brought or incurred by a third party against Property Manager as it relates to any of the Properties, or for damages claimed to be occurred for, in, on, or about any of the Properties. Property Manager shall not be responsible to indemnify Owner for such violations.
(b) Owner shall be solely responsible for, and shall defend, indemnify and hold Property Manager and its Affiliates harmless from all fines, penalties, claims, causes of action, litigation, arbitration, or other expenses (including reasonable attorney’s fees and costs), as they relate to any of the Properties’ violation or alleged violation of any laws or regulations, including but not limited to environmental protection, labor, fair employment, fair credit reporting, rent control, fair housing, illegal discrimination based on race, sex, color, religion, national origin, physical handicap, familial status, elderliness and/or any other protected class, property or premises liability, taxes or any matter for which Owner is required to have insurance under this Agreement. Property Manager shall not be responsible to indemnify Owner for such violations, and Owner shall pay Property Manager’s reasonable expenses incurred in obtaining any legal advice regarding same

10.3 Notice of Claim. Promptly after receipt by Property Manager or Property Manager’s Indemnitees of written notice of the commencement of any such claim, demand, action, suit or proceeding (each an “Action”) which is the subject of Owner’s indemnification obligations hereunder, Property Manager or Property Manager’s Indemnitee shall notify the Owner of same, in writing. Any failure to provide such written notice shall only relieve the Owner of its indemnification obligations hereunder to the extent it has been materially prejudiced by such failure. Owner shall have the right to select and retain attorneys (reasonably acceptable to Property Manager or Property Manager’s Indemnitee) to assert or negotiate, and the right to control, the defense and any settlement of the action, to the extent of the Owner’s corresponding indemnification and defense obligations, except that under no circumstances shall the Owner enter into any settlement that involves an admission of liability, negligence or other culpability by the Property Manager or the Property Manager’s Indemnitee, or that requires the Property Manager to contribute to the settlement, or that will substantially increase Property Manager’s insurance premium, or bring its reputation into disrepute. Without limiting the Owner’s foregoing right to select and retain attorneys and to have sole control of the defense and settlement of such Action, Property Manager or Property Manager’s Indemnitees may, at their own expense, participate in the defense of, or otherwise consult with counsel of its own choice in connection with, an Action that is the subject of the Owner’s indemnification and defense obligations.

10.4 Insurance.

(a) Owner’s Insurance. Throughout the Term of this Agreement, Owner shall carry and maintain insurance which shall be primary and cover all risks and liabilities associated with the Property, including but not limited to loss, damage, and injury to property or persons which may arise out of the occupancy, management, operation, or maintenance for all the Properties, fire insurance, and vandalism (the “Policies”) and with limits of liability equal to at least One Million Dollars ($1,000,000.00) per occurrence, and Two Million Dollars ($2,000,000.00) in the aggregate per year, with any deductible required under the Policies being the exclusive responsibility of the Owner. Additionally, Owner shall name Property Manager as additional insured on the Policies, and for any applicable bond or service warranty agreement, and each shall provide that written notice of default, changes, or cancellation of such policy, bond or service warranty shall also be sent to Property Manager at least thirty (30) days before such default, change, or cancellation takes effect. Owner agrees to provide Property Manager within fifteen (15) days from the execution of this Agreement, a copy of the Policies, applicable bond, and/or service warranty. Owner further agrees to provide further certificates regarding the Policies upon written request by Property Manager from time to time.
(b) Tenant’s Insurance. The Lease Agreement shall require each of the Properties’ Tenants, on behalf of Owner, to carry and maintain Tenant’s insurance compliant with state law.

10.5 Survival. The provisions in this Article 10 shall survive any termination of this Agreement.

ARTICLE 11 – REPRESENTATIONS, WARRANTIES, AND LIABILITY

11.1 Owner. Owner represents and warrants the following:

(a) Owner has full power and authority to enter into this Agreement for each of the Properties;
(b) There are no written or oral agreements affecting any of the Properties other than the agreements that have been disclosed, of which a copy has already been provided to the Property Manager;
(c) There is no recorded easement, restriction, reservation, or rights of way which adversely affects the use of any of the Properties for the purposes intended under this Agreement;
(d) There is no claim, demand, action, suit or proceeding or investigation pending or currently threatened against Owner or any of its representatives involving or relating to any of the Properties, or which, if adversely determined, would restrict either the Owner or the Property Manager to enter into this Agreement and carrying out its obligations, and to receive its rights under this Agreement;
(e) All Properties comply with all applicable laws, statutes, regulations, Common Interest Communities regulations, and/or judicial orders, including permits for each of the Properties’ operation, and they are zoned for the intended use;
(f) Owner, together with all its agents or representatives, will not use the OneRate Program, or any other service or program obtained by Property Manager under this Agreement, for any use or reason other than its intended use, and in good faith;
(g) ALL LOANS, NOTES, MORTGAGES, TAXES, DUES, UTILITIES, OR TRUST DEEDS REGARDING THE PROPERTIES ARE PAID AND ARE CURRENT WITHOUT DEFAULT, and any future default on any of the above will be reported to the Property Manager in writing within fourteen (14) business days from the Owner’s receipt of the Notice of Default which commences foreclosure proceedings;
(h) NO LIENS OF ANY TYPE, INCLUDING HOA LIENS OR OTHER SUPER PRIORITY LIENS, HAVE BEEN RECORDED AGAINST ANY OF THE PROPERTIES, and Owner further acknowledges that offering any property for lease while subject to foreclosure proceedings without a written disclosure is a deceptive trade practice punishable by both civil fines and criminal proceedings.

11.2 Property Manager.

(a) Property Manager will use commercially reasonable efforts to deliver or cause to be delivered the Services according to this Agreement and will use commercially reasonable efforts to complete its obligations under this Agreement.
(b) Property Manager shall deliver the Services on an “as is” and “as available” basis, and except as mandated by statute or NRED rule or regulation, without warranties of any kind, whether express or implied, including without limitation those arising by statute, from a course of dealing, or from a use or trade.
(c) No advice or information, whether oral or written, given to Owner by Property Manager, shall give rise to any warranty of any kind, nor shall it be considered legal, accounting tax, or professional advice of any nature. Owner agrees separately to retain and pay for professionals of its choice for such advice and shall rely on them, not Property Manager for same.

11.3 Limitation of Liability.

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXPECTANCY, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, BODILY INJURIES, EMOTIONAL DISTRESS, OR OTHER THEORIES OF LAW ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER BASED ON TORT OR CONTRACT. By way of example, other than as may be mandated by Delaware law, Property Manager shall not be responsible for any damages resulting from failure to respond to a Service Request or for failure to resolve a Service Request.
(b) THE MAXIMUM AGGREGATE LIABILITY OF PROPERTY MANAGER OR ITS REPRESENTATIVES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT SHALL NOT, IN ANY CASE AND FOR ANY REASON, EXCEED THE AMOUNT PAID BY OWNER TO PROPERTY MANAGER UNDER THIS AGREEMENT.

ARTICLE 12 – MISCELLANEOUS

12.1 Entire Agreement; Amendment; Waiver. This Agreement and any ancillary documents part and parcel to them (for this Article 12 only, singularly “an Agreement” or collectively the “Agreements”) expresses the entire understanding concerning the subject matter hereof and supersedes and terminates any prior oral or written agreements between the Parties concerning the subject matter hereof. Any provision of an Agreement may be amended, and observance of any term of the Agreements may be waived upon written notice by Property Manager. Waiver of any terms or conditions of the Agreements by any Party shall not be construed as a waiver of any subsequent breach or failure of the same Term or condition or a waiver of any other term or condition of any Agreement. The failure of any Party at any time to require performance by any other Party of any provision of an Agreement shall not affect the right of any such Party to require future performance of such provision or any other provision of such Agreement.

12.2 Prior Dealings. No previous course of dealing, performance, usage, or trade not specifically set forth in an Agreement shall be admissible to explain, modify, or contradict this Agreement.

12.3 Severability. If any provision of an Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from the Agreement in question, and such court will replace such illegal, void or unenforceable provision of that Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of that Agreement shall be enforceable per its terms.

12.4 Signature Page. The Signature Page attached herein is hereby made a part of this Agreement.

12.5 Construction. The Parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their respective attorney(s), whether or not taken, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation or enforcement of this Agreement. The terms of this Agreement shall be construed as a whole according to their fair meaning and not strictly for or against any Party.

12.6 Headings; Use of Gender and Number. The paragraph headings in this Agreement are inserted for purposes of convenience only and shall not define, limit, or describe the scope or intent of this Agreement, nor in any way affect this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa. The plural shall be substituted for the singular form and vice versa in any place(s) in this Agreement in which the context requires such substitution(s).

12.7 Exclusive Jurisdiction. The Agreement shall be construed and enforced in accordance with and governed by the laws of the state in which the Property is situated and performed entirely within that state, to the exclusion of all others, and without regard to that state’s choice of law doctrines. The Parties agree that any action brought by either one of them, under or concerning this Agreement, including without limitation to interpret or enforce any of its provisions, shall be brought in, and each party agrees to and does hereby only submit to the exclusive jurisdiction and venue of, any state or federal court located in the county of the Property Manager’s office in that state.

12.8 Attorneys’ Fees. Should either Party retain counsel to enforce or prevent the breach of any provision of this Agreement, including instituting any action or proceeding to enforce any provision of this Agreement, for damages because of any alleged breach of any provision of this Agreement, for a declaration of such Party’s rights or obligations under this Agreement, or any other judicial remedy available hereunder, then, if the matter is submitted for judicial determination or arbitration, the prevailing Party (whether at trial, on appeal, or arbitration) shall be entitled, in addition to such other relief as may be granted, to be reimbursed by the losing Party for all costs and expenses incurred, including reasonable attorney’s fees and costs for services rendered. Additionally, Owner shall pay Property Manager any reasonable expense incurred by Property Manager in obtaining legal advice regarding compliance with any laws and regulations affecting a Property. If such expenditure also benefits other Property Manager clients, then Owner shall pay its apportioned amount as determined by Property Manager in its sole discretion.

12.9 Mandatory Negotiation and Mediation. Any dispute arising out of or relating to this Agreement, including any alleged breach, termination, validity, interpretation, or performance thereof (each a “Dispute”), shall be resolved as follows:

(a) Upon written notice of a Dispute, the Parties shall attempt to resolve it promptly by good-faith negotiation between them (the “Negotiation”). The Parties agree that engaging in Negotiation shall not be deemed to waive, prejudice, or compromise, any of their legal or factual positions concerning the Dispute.
(b) If the Negotiation is not completed within thirty (30) days from the written notice, provided, however, the right of the parties to agree in writing to a different timeframe, then the parties agree that before commencing any legal action through a formal court of law, they shall proceed with mediation in the capital city of the state where the property is located, through with a mutually agreeable mediator. If the parties are not able to agree to a mediator within thirty (30) days, then mediation shall take place through Alternative Dispute Resolution in the state capital in which the Property is located, and if that service is no longer in business, then through JAMS, and if that is not in business than as appointed by a court of competent jurisdiction.

12.10 Waiver of Jury Trial. OWNER AND PROPERTY MANAGER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. EACH PARTY REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

12.11 Waiver of Class Action or Representative Action. OWNER AND PROPERTY MANAGER WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

12.12 Arbitration of Disputes. If for any reason negotiation and/or mediation is unsuccessful per Section 12.9 above, the Parties agree to submit all disputes to binding arbitration, to be conducted Alternative Resolution Management (“ARM”), per its then published rules, including if any, for real estate brokerage disputes, and failing that, for commercial disputes. ARM will have sole jurisdiction over any dispute between the Parties to this Agreement, including determining the scope of the arbitrator’s authority. Each Party will equally bear the arbitration costs; however, the arbitrator shall award the prevailing Party in the arbitration, all arbitration costs, and attorney’s fees as set forth above.

The Parties specifically agree to all of the following:

(a) Arbitration is final and binding on the Parties;
(b) The Parties are waiving their right to seek remedies in court, including the right to a jury trial;
(c) Pre-arbitrationdiscoveryisgenerallymorelimitedthananddifferentfromcourtproceedings;and
(d) The arbitrator’s award is not required to include factual findings or legal reasoning. Any Party’s
right to appeal or seek a modification of rulings by the arbitrators is strictly limited by Law.

12.13 Signature Page and Counterparts. The execution by the Parties of the Signature Page attached hereto, which terms, conditions, and definitions shall be incorporated by this reference herein, shall be equal to the execution of this Agreement. This Agreement and/or the Signature Page may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; the counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

EXHIBIT A

Home365 Property Management includes all of the entities and brokers as listed on its website at www.home365.co.

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Pennsylvania

Virginia

New Jersey

Maryland

Georgia

Nevada

Michigan

Illinois

Arizona