DEALER REFERRAL NETWORK PARTICIPATING DEALER AGREEMENT
This Participating Dealer Agreement (“Agreement”) is between CenterPoint Energy Resources Corp. (“CenterPoint Energy”) and the participating dealer (“Dealer”) and sets out the terms and conditions for Dealer’s participation in the CenterPoint Energy Dealer Referral Network (the “Program”).
In consideration of the promises set forth herein, CenterPoint Energy and Dealer agree to the following terms and conditions:
1. Program Purpose and Description. The purpose of the Program is to create a dealer referral network composed of plumbers, heating professionals and natural gas equipment dealers to be made available to CenterPoint Energy customers who experience repair or replacement issues with natural gas appliances and/or pipes. The Program will, through the communications channels and in accordance with the terms and conditions described below, disseminate Dealer contact information to CenterPoint Energy customers and provide those customers with information on how to restore natural gas service following repair or replacement issues. This information shall be provided for the convenience of CenterPoint Energy customers. The services provided by Dealers shall include the sale or servicing of new or existing natural gas appliances, the repair or installation of natural gas piping, and assisting customers in choosing energy efficient products and services.
2. Term. The term of this Agreement shall begin on the date first written above and shall continue until either party provides thirty (30) days’ written notice to the other party, and as further subject to the provisions of Paragraph Ten, below.
3. Non-exclusivity. Dealer acknowledges and agrees that CenterPoint Energy will afford, at its sole discretion, other participating dealers, including competitors of Dealer, the opportunity to participate in the Program, and it will promote such participating dealers through the Program, and that CenterPoint Energy has no obligation, implied or express, to promote Dealer over or to the exclusion of any other participating dealers.
4. Promotion Channels. CenterPoint Energy may promote the Program to CenterPoint Energy customers by using various communications channels chosen by CenterPoint Energy at its sole discretion, including, without limitation, the following:
a. Bill inserts, letters, and customer newsletters delivered to CenterPoint Energy customers via the United States Post Office or other delivery service (“Direct Mailings”), as well as electronic mailings to CenterPoint Energy customers over the Internet (“Email”);
b. Radio and print media advertising (“Public Media”) and through public events sponsored by CenterPoint Energy (“Sponsorship Events”) and/or public relations events supporting the Program (“Public Relations Events”).
c. A Program website (the “Program Website”) will be developed and included in promotional materials for the Program distributed through Direct Mailings, Email, Public Media and Sponsorship/Public Relations Events. Notwithstanding the foregoing, timing and content of program promotions through any Program Website, Direct Mailings, Emails, Public Media, Sponsorship Events or other promotion channels shall be completely and solely at CenterPoint Energy’s discretion. The Program Website will be created, managed and operated by CenterPoint Energy or its contractors and will, among other things, disseminate Dealer’s contact information to CenterPoint Energy customers.
d. Other web-based platforms, including online advertisements, social media sites, and electronic newsletters.
e. CenterPoint Energy’s call center interactive voice response (“IVR”) system and its call center employees may also offer Program information to CenterPoint Energy customers.
5. Dealer’s Websites. The Program Website may provide electronic internet links to Dealer’s Website or other online information pertaining to Dealer. Dealer agrees and acknowledges that CenterPoint Energy is not in any way responsible or liable for the content of such links provided by Dealer and disseminated to customers by CenterPoint Energy on the Program Website.
6. Dealer’s Obligations. Dealer shall have the following duties (“Dealer Obligations”):
a. Dealer certifies that it meets the “Participating Dealer Criteria” set forth in Paragraph Seven, below, and it expressly authorizes CenterPoint Energy to provide its customers with this information via promotion channels.
b. If the information set forth in subsection (a) above changes in any way, e.g. address or phone number changes or a failure to obtain or renew current licensure, Dealer agrees to notify CenterPoint Energy immediately in writing.
c. Dealers will engage with CenterPoint Energy customers in a manner that reflects positively on their dealership, CenterPoint Energy, the Program itself and other participating dealers.
7. Participating Dealer Criteria. Dealer represents and warrants each of the following to CenterPoint Energy:
a. Dealer has been service-trained and certified by the manufacturer of the Dealer’s products, is a dealer in good standing with said manufacturers, and is otherwise qualified to sell, maintenance and install such products.
b. Dealer’s business office is open and able to receive and respond to telephone inquiries during normal business hours.
c. Dealer is a licensed entity as required by state law and regulations. Master electrician and licensed master plumbers are preferred.
8. Insurance. Dealer shall comply with the following insurance requirements:
a. General Liability Insurance Dealer shall carry general liability insurance on a form no less broad than the coverage provided by a “Commercial General Liability Insurance” form (dated 2004 or thereafter) promulgated by the Insurance Services Office, and containing language affording coverage for contractual liability, the products and completed operations hazards, broad form property damage liability, and explosion hazards, as respects all operations and work hereunder, for all liability arising out of injury to or death of one or more persons, and injury to or destruction of property, in any one occurrence, in amounts not less than: General Aggregate $ 1,000,000 Products Comp/Ops Aggregate $ 500,000 Personal & Advertising Injury $ 500,000 Each Occurrence $ 500,000
b. Products Liability Insurance -Dealer shall carry Products Liability insurance to cover Bodily Injury and Property Damage in amounts not less than $500,000. The insurance required by this section shall include CenterPoint Energy, Inc., including its direct and indirect subsidiaries and affiliates including Limited Liability Companies, as additional insureds with respect to all Dealer operations as set forth in this agreement, and shall include full waivers of subrogation in favor of CenterPoint Energy, Inc., including its direct and indirect subsidiaries and affiliates including Limited Liability Companies, unless waiver of subrogation is prohibited by the law governing such insurance. Upon request by CenterPoint Energy, Dealer shall furnish CenterPoint Energy with Certificates of Insurance evidencing such coverage. The additional insured endorsements for the General Liability Insurance shall be on Insurance Services Office Endorsements’ GC 20 33 07 04 (entitled “Additional Insured – Owners, Lessees or Contractors – Automatic Status When Required in Construction Agreement with You) and GC 20 37 07 04 (entitled “Additional Insured – Owners, Lessees or Contractors – Completed Operations”).
9. No Agency. No agency, partnership, contractor or employment relationship is created by this Agreement. Dealer shall make no representation that Dealer is the agent, partner, employee or contractor of CenterPoint Energy or its affiliates. Dealer is an independent contractor and CenterPoint Energy exercises no control and will not exercise any control over Dealer.
10. Termination of Program by CenterPoint Energy. Dealer acknowledges and agrees that CenterPoint Energy may terminate the Program for any reason, including but not limited to failure to update the Participating Dealer Criteria, violation of any law rule or regulation governing the installation, repair or maintenance of natural gas equipment or facilities, or customer complaints, on thirty (30) days’ written notice to Dealer. Likewise, CenterPoint Energy understands that Dealer may terminate its participation in the Program for any reason on thirty (30) days’ written notice to CenterPoint Energy. Upon termination, Dealer’s representing itself in any way as a Participating Dealer shall be prohibited, and CenterPoint Energy may remove Dealer from the Program Website and any other promotion channels used for the Program.
11. Indemnity. a. Dealer agrees to protect, defend, indemnify and hold CenterPoint Energy, its corporate affiliates and their respective officers, directors, employees and agents, free and harmless from and against any and all claims, demands, causes of action, suits or other litigation (including all costs thereof and attorney’s fees) of every kind and character arising in favor of the Dealer or any third party (including, but not limited to, personnel furnished by Dealer or its contractors and subcontractors of any tier) on account of bodily injury, death, or damage or loss of property in any way occurring, incident to, arising out of or in connection with the work performed or to be performed by Dealer.
b. CenterPoint Energy agrees to protect, defend, indemnify and hold Dealer, its corporate affiliates and their respective officers, directors, employees and agents, free and harmless from and against any and all claims, demands, causes of action, suits or other litigation (including all costs thereof and attorney’s fees) of every kind and character arising in favor of CenterPoint Energy or any third party (including but not limited to personnel furnished by CenterPoint Energy or its contractors and subcontractors of any tier) on account of bodily injury, death, or damage or loss of property in any way occurring, incident to, arising out of or in connection with the work performed or to be performed by CenterPoint Energy with respect to its meters, gas lines or the installation thereof, servicing or maintenance of such meters or gas lines and related appurtenances.
12. Assignment. Neither party may assign this Agreement without the prior written consent of the other.
13. Limitation of Liability. Neither party shall be liable to the other for special, indirect, punitive or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit or business interruptions, without regard to the fault or alleged fault of any party.
14. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and any and all prior agreements and understandings, written and oral, are without effect and superseded by this Agreement. This Agreement may be amended only by a written instrument signed by both parties.
15. Force Majeure. In the event CenterPoint Energy is unable, wholly or in part, by Force Majeure to carry out its obligations, it is agreed that its obligations, to the extent affected by such event, shall be suspended from the inception and during the continuance of the Force Majeure, but for no longer period, and the cause shall be remedied with reasonable dispatch. “Force Majeure” means an event not anticipated as of the date hereof, or which is not within the reasonable control of CenterPoint Energy, and which by the exercise of due diligence, CenterPoint Energy is unable to overcome.
16. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, but excluding any reference to any conflict of laws principles that might require the application of the law of another jurisdiction.
I have read and agree to the terms and conditions.