Terms and Conditions

1)            General. This Proposal/Agreement (referred to herein as “Proposal” or “Agreement”) is subject to change without notice and is automatically withdrawn on the 30th day following the date of issue if not accepted in writing and a copy of this Proposal returned to DRAINWORKS PLUMBING & GAS, INC. (“Contractor”). If Customer cancels this prior to the start of work or ordering of materials, Customer is liable for 15% of the total Agreement price as liquidated damages, Agreement plus any hard costs already incurred by Contractor, because Contractor is unable to accurately measure its damages for the cancellation of the Agreement. By executing this Agreement Customer and Contractor agree that the liquidated damages amount is not a penalty. Contractor reserves the right to withdraw this Proposal at any time prior to its acceptance or to cancel this Agreement prior to commencing work if the cost to complete the work varies from the initial standard pricing due to a typographical or mathematical error. As used in this Agreement,

(a) the word “or” is not exclusive, (b) the word “including” is always without limitation, (c) “days” means calendar days and (d) singular words include plural and vice versa.

2)            Payment Terms. By signing this Agreement, Customer gives Contractor the right to obtain a credit check on the signatory. Contractor reserves the right to require a deposit in excess of 10%. Customer agrees to pay interest at the rate of 1 1/2 % per month (ANNUAL PERCENTAGE RATE OF 18%), unless otherwise required by law, on the balance of any and all unpaid amounts. Payments received shall be applied first to interest on all outstanding invoices and then to the principal amount of the oldest outstanding invoices. A $35.00 returned check fee may be assessed for any dishonored checks. The total Agreement amount, including the charges for changes/extras outside the scope of work identified herein, shall be payable to Contractor in accordance with the Agreement. No portion of the agreed upon payment may be withheld, back charged or used as a setoff of the agreed upon payment amount without the written consent of Contractor. Customer acknowledges and agrees that it has an independent obligation to pay Contractor. If Customer does not make payment, Contractor shall be entitled to recover from Customer all costs of collection incurred by Contractor, including attorney’s fees, costs, and expenses incurred whether or not litigation is initiated. Collection matters may be processed through litigation or arbitration at Contractor’s sole discretion. If there is an increase in the price of labor, materials, or fuel surcharge charged to Contractor in excess of five (5%) percent, subsequent to making this Agreement, then the price set forth in this Agreement shall be increased without the need for a written change order or amendment to the Agreement to reflect the price increase and additional direct cost to Contractor. Contractor shall submit written documentation of the increased charges to Customer. As an additional remedy, if the actual cost of any line item increases more than ten (10%) percent subsequent to entering into this Agreement, Contractor, at its sole discretion, may terminate the Agreement for convenience. If Customer fails to pay Contractor in accordance with this Agreement, then Contractor may, at its sole discretion, suspend performance of all work, suspend shipments and/or warranties until full payment is made, and/or terminate this Agreement. If a suspension occurs that is not caused solely by Contractor, the Agreement sum shall be increased by the amount of Contractor’s reasonable costs of shut-down delay and start-up. The parties acknowledge and agree that the substitution of materials and price adjustments may be required based on changes in material availability and the cost to obtain and deliver materials to the project between the date of this Agreement and the delivery date, if applicable. In such event, Contractor and Customer shall work together in good faith to identify substitute materials that are similar in price and quality and that do not cause an increase to the Agreement amount. If Customer selects substitute materials that increase the Agreement amount, then the Agreement will be adjusted to reflect the additional costs incurred by Contractor to purchase and deliver the materials.

3)            Back Charges. No back charges or claims for payment of services rendered or materials and equipment furnished by Customer to Contractor shall be valid unless previously authorized in writing by Contractor and unless written notice is given to Contractor within three (3) days of the event, act or omission which is the basis of the back charge.

4)            Nature of Work. Contractor, by and through its subsidiaries and affiliates, shall furnish the labor and material necessary to perform the work described herein or in the referenced Contract Documents. If plans, specifications or other design documents have been furnished to Contractor, Customer warrants that they are sufficient and conform to all applicable laws and plumbing codes. Contractor is not responsible for any loss, damage or expense due to defects in plans or specifications or code violations, if applicable, unless such damage results from a deviation by Contractor from the Contract Documents. Customer warrants all existing structures to be in sound condition capable of withstanding normal activities and Work to be performed by Contractor.

5)            Change orders. The exclusive price offered is contingent upon the scope of Work being accepted and commenced within 30 days from Proposal date. Any deviation from the agreed scope of Work, including unforeseen conditions may delay the timely completion of the job and/or incur additional costs. A separate Proposal may be provided for any additional required work or extras. As further described herein, the parties can mutually agree to changes in the Work and the total contact price adjusted accordingly. Contractor shall not be required to perform any changed or additional work without a written request. Contractor shall be compensated at its customary time and material rates for performing such additional work, plus reasonable overhead and profit.

6)            Access. Contractor shall be provided with direct access to the work site for the passage of vehicles and materials. Contractor shall not be required to begin work until areas are ready and acceptable to receive Contractor’s work and areas are available to allow continuous full operation until job completion. The expense of any extra trips by Contractor to and from the job as a result of the job not being ready after Contractor has been notified to proceed will be charged as an extra. Contractor shall not be required to commence work until underlying areas are ready and acceptable to receive the Work. Contractor’s commencement of the Work indicates only that Contractor has visually inspected the surface(s) for visible defects. Contractor is not liable for preexisting conditions. Contractor shall not be responsible for any preexisting stains, damage and/or structural damage. Customer and/or owner shall hold harmless and indemnify Contractor from all damages, liabilities, attorneys’ fees and other expenses incurred as a result of Customer and/or Customer’s failure to fulfill its obligations under this paragraph.

7)            Asbestos and Toxic Materials. This Agreement is based upon the work to be performed by Contractor not involving asbestos-containing or toxic materials and that such materials will not be encountered or disturbed during the course of performing the work. Contractor is not responsible for expenses, claims or damages arising out of the presence, disturbance or removal of asbestos-containing or toxic material. In the event that such materials are encountered, Contractor shall be entitled to reasonable compensation for all additional expenses incurred as a result of the presence of asbestos-containing or toxic materials at the work site. Owner shall be solely responsible for paying for any testing involving asbestos.

8)            Materials. All materials and work shall be furnished in accordance with normal industry tolerances and performance standards. Contractor is not responsible for the actual verification of technical specifications of product manufacturers, but rather the materials used are represented as such by the manufacturer. Contractor is not responsible for aesthetics.

9)            Site Conditions. Contractor is not responsible for damages to concealed piping, wiring, systems or private utilities not made known to or identified prior to the start of Work. This includes but is not limited to, irrigation, swimming pools, tanks, plumbing systems, electrical systems and HVAC. Should Contractor discover concealed or unknown conditions in the existing structure that vary from those conditions ordinarily encountered and generally recognized as inherent in the work of the character identified in this Agreement, then the Agreement amount shall be equitably adjusted upon notice thereof from Contractor to Customer. Notwithstanding the foregoing, Contractor reserves the right to refuse or stop the work at any time due to unsafe or unforeseen conditions that may change the scope of work, such as those associated with asbestos and/or toxic material as further described herein. Contractor will evaluate the conditions and submit a Proposal to solve and remedy the problem. Work will continue after Customer and Contractor have come to a signed agreement/change order. If no agreement can be reached, Contractor will collect payment for the portions of the Work completed up to the time the job ceased and Customer agrees to hold harmless from all actions, claims, demands, penalties and/or damages due to incomplete work.

10)         Restrictions and Requirements. Contractor shall carry worker’s compensation, automobile liability, commercial general liability and any other insurance required by law. In the event that state, county, or municipal codes or regulations require work not expressly set forth in this Agreement or that differs materially from that generally recognized as inherent in work of the character provided for in this Agreement, all extra costs for Contractor’s labor and materials shall be the sole obligation of Customer. Prior to executing this Agreement, Customer shall notify Contractor in writing of all property and deed restrictions and/or covenants that relate to or restrict the improvements contained in this Agreement. Contractor shall not be responsible for work performed that does not comply with or conform to the property restrictions or covenants. Customer shall pay Contractor for all work performed in violation of any covenant or restriction if Customer failed to notify Contractor in writing prior to executing this Agreement.

11)         Customer Protection of Property. Customer shall purchase and maintain property insurance. Customer acknowledges work near or additions to an adjacent or existing building or property may cause disturbances/damages. Customer will remove personal items from the work area and provide Contractor employees and/or subcontractors with adequate access as indicated or requested while the work is being performed. Customer agrees to remove or protect any such property located the proximity of the work to minimize potential disturbances/damage. Contractor shall not be responsible for disturbance, damage, clean-up or loss to property that Customer did not remove or protect prior to commencement of the work. Due to the nature of the construction to be done at Customer’s request, Customer takes sole responsibility for any damage done to curbs, walkways, driveways, structures, septic tanks, HVAC, utility lines, pipes, landscaping, and/or appurtenances at the job location. During the course of the work, Customer agrees to hold Contractor harmless for water intrusion that occurs from the date of commencement of through the date of completion of such work. Contractor shall not be responsible for any damage or air quality caused by dust or debris caused by Contractor’s work.

12)         Time. Unless otherwise specified, there is no specific completion date for Contractor’s work. Contractor will perform the work hereunder within a reasonable time and in a workmanlike manner. Contractor shall not be liable for any damages, and Customer waives all damages associated with delays in the completion of the work due to permitting or inspection issues, delays in obtaining materials or the transportation of materials, or delays caused by Customer or any person other than Contractor. Payment to Contractor is an absolute and independent obligation, and Customer shall not withhold any part of the Agreement amount for which payment is due under the Agreement as retainage or on account of alleged charge backs or set offs unless previously authorized by Contractor in writing. The total Agreement price, including the charges for changes/extras, shall be payable to Contractor in accordance with the agreed upon terms.

13)         Choice of Law, and Attorney’s Fees. This Agreement shall be governed by the laws of the State of Florida. The non- prevailing party in any legal or equitable action arising out of or relating to this Agreement including arbitration, administrative, appellate and/or bankruptcy proceedings shall reimburse the prevailing party on demand for all attorneys’ fees, costs, and expenses incurred by the prevailing party in connection with the action.

14)         Jury Trial Waiver; Arbitration. In the event there is litigation or as applicable, arbitration, over the enforcement of a collection matter or construction lien, the parties KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF OR PERTAINING TO THE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR PARTY RELATED TO THIS AGREEMENT; THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. Further, except for claims for Customer non-payment and foreclosure of claim of lien, the parties agree that any other action to enforce this Agreement including claims for defective construction shall be exclusively determined, by first mediation by a certified mediator, and then only if an impasse is reached, then may the parties proceed with litigation. Within thirty (30) days of a written request for mediation sent via certified mail return receipt requested, the parties shall select the mediator. All mediators shall be persons with experience or knowledge in the construction industry. Except for claims for foreclosure of a claim of lien, Customer waives all rights relating to venue and agrees that any and all legal action shall be brought in Hillsborough, County, Florida. The relationship of the parties shall be governed by the laws of the State of Florida.

15)         Damage Limitation. In no event, whether based on contract, warranty (express or implied), tort, federal or state statute or otherwise arising from or relating to the work and services performed under the Agreement, shall Contractor be liable for special, consequential, punitive, or indirect damages, including loss of use or loss of profits. Contractor and Customer agree to allocate certain of the risks so that, to the fullest extent permitted by law, Contractor’s total aggregate liability to Customer is limited to the dollar amount of the Agreement for any and all injuries, damages, claims, expenses or claim expenses including attorneys’ fees arising out of or relating to this Agreement regardless of whether it is based in warranty, tort, contract, strict liability, negligence, errors, omissions, or from any other cause or causes.

16)         Warranties. There is a limited standard one year labor warranty on services unless otherwise noted. Point of connection between new work and existing fixtures, valves, devices, appliances, equipment, or piping are not covered by any warranty or guarantee. Drainage systems will be void of warranty without inspection and explicit documentation of warranty. At no time will warranty coverage include the misuse or abuse of a drainage system by putting any items considered “non-flushable” by the local jurisdiction including, but not limited to: personal care or cleaning wipes, paper towels, diapers, hygiene products, cotton balls, swabs, dental floss, family planning products, gloves, masks, plastic bags, coffee grounds, eggshells, bones, rice, dietary supplements, sugar, flour, plants, articles of clothing, linens, towels, contact lenses, medications, toys, balls, cat litter, gravel, chemicals, paint, cooking oil, fats and grease, any other foreign objects or animals of any kind or in any condition. Aside from the limited standard one year labor warranty, THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES WHATSOEVER INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All warranties/guarantees provided by Contractor, if any, shall be deemed null and void if Customer fails to strictly adhere to the payment terms contained in the Agreement. All warranties and guarantees, if any, provided under the Agreement are solely for the original Customer and are non-transferable, unless otherwise agreed to by Customer and Contractor in writing. Any express warranty provided, if any, by Contractor is the sole and exclusive remedy for alleged construction defects, in lieu of all other remedies, implied or statutory. Warranties to be issued upon completion and full payment of this Agreement. If there is a breach in the applicable Manufacturer’s warranty according to the stated terms and conditions of the warranty supplied, at that moment, this would simultaneously void Contractor’s warranty and all of Contractor’s responsibility and liability to correct, supplement, rectify, fix, etc. any and all issue(s) as a result of the breach in the Manufacturer’s warranty.

17)         Claims. It is Customer’s duty to notify Contractor in writing within three (3) days of the occurrence of any claim, defect or deficiency arising out of work, services or materials provided by Contractor under this Agreement (“Occurrence”). Failure of Customer to provide written notice of the Occurrence shall result in Customer waiving all claims that may be brought against Contractor arising out of or relating to the Occurrence, including claims arising in law, equity, contract, warranty (express or implied), tort or federal or state statutory claims. ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT OT THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. Customer agrees to contact Contractor prior to leaving any negative feedback or review on any media platform, so that Contractor has the opportunity to resolve any issues between the party before feedback/review is posted.

18)         Acts of God. Customer agrees that Contractor shall not be responsible for damage done to Contractor’s work by others outside the control of Contractor. Any repairing of the same by Contractor will be charged at regular scheduled rates over and above the amount of this Proposal. Contractor shall not be responsible for loss, damage or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, weather, accidents, fire, vandalism, federal, state or local law, regulation or order; strikes, jurisdictional disputes, failure or delay of transportation, shortage of or inability to obtain materials, equipment or labor, COVID-19 or other pandemic closures, changes in the work and delays caused by others. In the event of these occurrences, Contractor’s time for performance under this Proposal shall be extended for a time sufficient to permit completion of the Work.

19)         Customer Delay. The Parties agree that Contractor should be permitted to execute its work without interruption. If Contractor’s work is delayed at any time by any act or neglect of Customer and/or Customer’s representatives, employees, agents, guests, or invitees, or any other contractor employed by Customer, or by any changes ordered in the work, then Contractor shall be reimbursed or paid for all additional costs or damages incurred as a result. This shall include damages related to lost use of equipment caused by the delay.

20)         Disclaimer. Contractor disclaims all liability for all claims, disputes, rights, losses, damages, causes of action or controversies (“Claims”) pertaining to mildew, algae, fungus, mold, and/or other air allergens (“Mold”) including Claims arising out or relating to the detection, removal, disposal, or remediation of Mold, whether those Claims arise in law, equity, contract, warranty, tort, or federal or state statutory claims, and whether those Claims are based on the acts or omissions of Contractor or individuals or entities under Contractor’s control. Customer is solely liable and responsible for all damages, whether actual or consequential, caused by Mold and incurred by Customer, Contractor or third parties, and agrees to indemnify and hold harmless Contractor from any and all Claims arising out of or relating to Mold.

21)         Pre-Existing Conditions. Customer acknowledges that Contractor may be repairing work that was previously damaged (“Pre-Existing Conditions”) unrelated to the work performed by Contractor. Such Pre-Existing Condition include, but are not limited to, damages caused by improper use, lack of maintenance, exposure to cleaning products, roots, normal wear and tear, or the like. Accordingly, Contractor disclaims all liability for all claims, disputes, rights, losses, damages, causes of action, or controversies pertaining to Pre-Existing Conditions, whether those claims arise in law, equity, contract, warranty, tort, or federal or state statutory claims. Customer is solely liable and responsible for all damages, whether actual or consequential, arising out of or relating to Pre- Existing Conditions.

22)         Working Hours. The Proposal is based upon the performance of all work during Contractor’s regular working hours, excluding weekends and National holidays. Extra charges will be made for overtime and all work performed other than during Contractor’s regular working hours if required by Customer.

23)         Construction and Interpretation. Each provision of the Agreement shall be construed as if both parties mutually drafted this Agreement. If a provision of this Agreement (or the application of it) is held by a court or arbitrator to be invalid or unenforceable, that provision will be deemed separable from the remaining provisions of the Agreement, will be reformed/enforced to the extent that it is valid and enforceable, and will not affect the validity or interpretation of the other provisions or the application of that provision to a person or circumstance to which it is valid and enforceable. Headings are for convenience only and do not affect interpretation. This Agreement is solely for the benefit of Customer and Contractor and is not intended for the benefit of any other parties. This Agreement together with the Contract Documents records the entire agreement of the parties and supersedes any previous or contemporaneous agreement, understanding, or representation, oral or written, by the parties. All documents/exhibits referred to in this Agreement are an integral part of the Agreement and are incorporated by reference. This Agreement incorporates the documents entitled “Proposal/Agreement,” “Required Statutory Disclosures Pursuant to Florida Law,” any application specifications, plans or other drawings, as well as any other document signed by both parties as part of this Agreement (collectively the “Contract Documents”). Customer represents that it has read and fully understood the Contract Documents, or has had an opportunity to consult with counsel, prior to executing this Agreement. In the event of a conflict between this Agreement and any other Contract Document, this Agreement shall control. Customer consents to photographs/videos/images being taken of Customer’s property and agree to allow Customer’s photo, video, or likeness to be used for any legitimate purpose by DRAINWORKS PLUMBING & GAS, INC. or its partners, producers, sponsors, organizers, and assigns, including, but not limited to promotional and marketing uses.

REQUIRED STATUTORY DISCLOSURES PURSUANT TO FLORIDA LAW

FLOIRDA CONSTRUCTION LIENS: ACCORDING TO FLORIDA’S CONSTRUCTION LIEN LAW (SECTIONS 713.001 — 713.37, FLORIDA STATUTES), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A “NOTICE TO OWNER.” FLORIDA’S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY.

HOMEOWNERS’CONSTRUCTIONRECOVERY FUND: PAYMENT, UP TO A LIMITED AMOUNT, MAY BE AVAILABLE FROM THE FLORIDA HOMEOWNERS’ CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR. FOR INFORMATION ABOUT THE RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY LICENSING BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS: (850) 487-1395, 2601 BLAIRSTONE ROAD, TALLAHASSEE, FL 32399-1039.

NOTICE OF CLAIM: CHAPTER 558 FLORIDA STATUTES CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY BRING ANY LEGAL ACTION FOR AN ALLEGED CONSTRUCTION DEFECT IN YOUR HOME. SIXTY DAYS BEFORE YOU BRING ANY LEGAL ACTION YOU MUST DELIVER TO THE OTHER PARTY TO THIS CONTRACT A WRITTEN NOTICE REFERRING TO CHAPTER 558 OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE AND PROVIDE SUCH PERSON THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS AND TO CONSIDER MAKING AN OFFER TO REPAIR OR PAY FOR THE ALLEGED CONSTRUCTION DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER WHICH MAY BE MADE. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER THIS FLORIDA LAW WHICH MUST BE MET AND FOLLOWED TO PROTECT YOUR INTERESTS.