Policies & Procedures
Commercial Building Consultants, LLC
TERMS AND CONDITIONS OF STANDARD CONSULTING SERVICES AGREEMENT
A. ENTIRE AGREEMENT. This Terms and Conditions of Standard Consulting Services Agreement (the “Terms and Conditions”) together with the Proposal, to which this Terms and Conditions are attached (together with the Proposal, the “Agreement”), is the understanding that Commercial Building Consultants, LLC (“CBC”) is to perform the consulting services described in the section of the Proposal entitled Scope of Work, and subsequent work as authorized by change orders to the Proposal, under this Agreement. The number of the Proposal referenced in the Agreement is provided at the end of the Agreement. By signing this Agreement, the Client accepts the Terms and Conditions of the Agreement as written herein and authorizes CBC to proceed. This Agreement supersedes all prior proposals or negotiations not referenced herein between the parties and are expressly conditional upon the Client’s agreement to the Terms and Conditions of this Agreement. The Terms and Conditions will apply to any contract or purchase order document issued to the Client for CBC’s services, whether or not it is expressly incorporated. Any inconsistencies between any term hereof and any term set forth in any contract or purchase order issued by or to the Client shall be resolved in favor of the Terms and Conditions hereof. This Agreement may not be modified except in writing, and agreement to any modification must be indicated by the signature of both parties.
B. SERVICES TO BE PERFORMED. The services to be performed are described in the section of the Proposal entitled Scope of Work. Except as specified elsewhere herein, CBC shall furnish all technical and professional services, including, but not limited to, labor, material, supplies, equipment, transportation, accommodation, subsistence, and supervision of CBC personnel to perform all tasks set forth in the Scope of Work within the target schedules. In providing these services, CBC is an independent contractor, and all persons employed in connection herewith shall be CBC’s employees and not employees of the Client. All work to be done or referred to under this paragraph “B” shall be considered “Services.”
C. COMPENSATION. Charges for Services shall be invoiced by CBC to the Client and paid in accordance with the Section entitled Fee contained in the Proposal.
D. INVOICING AND PAYMENT. Payment shall be made at the presentation of the invoice. Invoices for professional services, subcontract costs, and expenses incurred shall be submitted monthly to the Client on any balance. Payments made thirty (30) days or more after the invoice date shall be subject to a late fee equal to eighteen percent (18%) per annum or the highest legal rate (as may be limited by state law) in addition to the invoice amount. In the event payments are determined to be usurious by a court of competent jurisdiction, CBC shall refund any amounts determined to be usurious. Should any invoice be in dispute, only that portion of the invoice in dispute may be held in abeyance until the dispute is resolved. CBC reserves the right to suspend or terminate service upon reasonable notice for the non-payment of invoices.
E. CONFIDENTIALITY. CBC agrees that it will not publish or make known to others any and all results or information obtained from the performance of these Services without approval in writing from the Client except as required by federal, state, and local laws or judicial or government orders concerning the reporting of potential dangers to public agencies. CBC shall have no liability to Client or any third party for notifications or reports made in accordance with such laws or orders, and Client shall defend, indemnify, and hold CBC harmless from and against any and all claims, demands, liabilities, and expenses, including reasonable attorney’s fees, incurred by CBC in connection with such notifications or reports.
F. WARRANTY. CBC warrants that its Services are performed, within limits prescribed by the Client, with the usual thoroughness and competence of the Consulting profession as described in Paragraph “J.” No other warranty or representation, expressed or implied, is included or intended in CBC’s proposals, contracts, or reports.
G. INDEMNIFICATION. CBC agrees to indemnify and hold the Client harmless from and against all claims, suits, costs, and expenses, including reasonable attorney’s fees and court costs arising out of CBC’s gross negligence to the extent of the gross negligence of the Design Professional, as defined below. The Client agrees, to the fullest extent permitted by law, to indemnify and hold CBC harmless from any damage, liability, or cost (including reasonable attorney’s fees and costs of defense) to the extent caused by the Client’s intentional or negligent acts, errors, or omissions and those of his or her contractors, subcontractors, or anyone for whom the Client is legally liable and arising from the project that is the subject of this Agreement.
To the maximum extent permitted by law, the Client agrees to limit CBC’s liability for the Client’s damages to CBC’s fee, and CBC agrees to limit the Client’s liability for CBC’s damages to CBC’s fee as well. This limitation shall apply regardless of the cause of action or legal theory pled or asserted.
Notwithstanding the foregoing, the Client is aware of and accepts the following:
i. This Agreement is by and between the Client and CBC for the provision of professional services.
ii. CBC has the right to utilize any of its employees for the Services as may be required, including those licensed as an architect, interior designer, landscape architect, engineer, surveyor, or geologist (“Design Professional”) to perform the consulting services.
iii. The employee or Design Professional is not a party to this Agreement. and said employee or Design Professional shall not be held individually liable for negligence pursuant to section 558.0035, Florida Statutes, as amended.
iv. CBC maintains professional liability insurance pursuant to Florida law. This limitation of liability shall pertain to any and all claims including those in which damages are solely economic in nature.
H. STANDARD OF CARE. CBC will perform services under this Agreement in accordance with generally accepted practices attributable to Consultants and Design Professionals undertaking similar studies in the area at the time of the service. In performing such services, CBC will observe the degree of care and skill as is generally exercised by members of such conditions. The client acknowledges CBC’s services will be rendered without any other warranty, express or implied, beyond CBC’s observance of such standard of care and the laws of Florida.
I. TERMINATION. This Agreement may be terminated at any time by mutual consent or by notice by either party in writing. In the event of termination for any reason prior to completion of the assignment, CBC reserves the right to complete a report on the work performed to date. Upon termination prior to completing all of the agreed upon Services, CBC shall submit an invoice to the Client in accordance with these Terms and Conditions, and the Client shall compensate CBC for all work performed prior to such termination.
J. DISPUTES AND ARBITRATION. Any controversy or claim arising out of, or related to, this Agreement, the breach thereof, or the coverage of this arbitration provision shall be settled by arbitration which shall be conducted in the State of Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association as such rules shall be in effect on the date of delivery of demand for arbitration. The arbitration of such issues, including the determination of the amount of any damages suffered by either party hereto by the reason of the acts or omissions of the other, shall be to the exclusion of any court of law except for the enforcement of an arbitrated award. The decision of the arbitrators, or a majority of them, shall be final and binding on both parties and their respective successors and assigns. Each party shall pay the fees of its own attorneys, the expenses of its witnesses, and all other expenses connected with the presentation of its case. The costs of the arbitration, including the cost of the record or transcripts thereof, if any, administrative fees, fees of the arbitrators, and all other fees and costs, shall be borne as determined by the arbitrators.
K. LITIGATION. Not anticipated within the scope of this proposal and, therefore, not included in the fee quoted are services relating to the resolution of litigation. The Commercial Building Consultants, LLC report for which CBC is contracted to complete as one of the Services is intended solely for the use of the Client and Client’s primary mortgage lender to assist in making certain real estate-related decisions, and the report’s use for any other purpose or by any other entity is prohibited without the express written permission from CBC. Within one (1) year of the site observation, the fee for extension of reliance to other lenders and/or rating agencies will be $1,000 for a reliance letter or $2,500 for two (2) copies of the report, revised and reissued directly to said party. In no event will reliance be extended after one (1) year of the site observation date. Reliance will not be extended until original accounts have been settled in full. Additional services for follow-up site observations and for report format changes to meet specific lender requirements will be billed at our standard rate in addition to the quoted fee.
L. APPLICABLE LAW. This Agreement and any contract or purchase order issued by the Client accepting this offer shall be governed by, subject to, and construed in accordance with the laws of the State of Florida. Client has read this Agreement, understands it, and agrees to be bound by its terms.
M. NON-WAIVER. The failure of either party to exercise any right or remedy hereunder or to take any action permitted on a breach by the other party shall not be deemed a waiver of such right or remedy or any other rights or subsequent breach of a like or different nature.
N. SEVERABILITY. The provisions of this Agreement are severable. The invalidity of any part of this Agreement shall not invalidate the remainder of the Agreement or the remainder of any portion hereof.
Please Note: “PURSUANT TO SECTION 558.0035, F.S., AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OR RELATED TO THIS AGREEMENT AND THE SERVICES PROVIDED.”