Terms & Conditions

PROFESSIONAL FACILITY SOLUTIONS, LLC TERMS AND CONDITIONS

 

1. These terms and conditions (these “Terms”) are between Professional Facility Solutions, LLC (“PFS”) and the party named in the Proposal to which these Terms are incorporated by reference (the “Client”).
2. The parties acknowledge and agree that the Proposal is based upon the existing conditions observed by PFS during the site visit.
3. This Proposal is automatically terminated if any alterations are made to the Proposal or if forty-five (45) days from the date of submittal to client has expired unless this contract is agreed upon and executed by PFS and the Client.
4. PFS reserves the right to revise the estimate in the Proposal in the case where additional information becomes available or when there is discovery of unforeseen conditions or if the existing reports are not suitable for permitting and construction purposes.
5. The price in the Proposal includes one mobilization. Any additional mobilizations will be additional cost to Client.
6. The Proposal expressly excludes all the following [unless otherwise agreed upon by the parties expressly set forth in the Proposal]:
   1. all overtime pay or fees for expedited services;
   2. weather protection of any kind, including, but not limited to, tenting, covering and heating;
   3. under slab/underground repairs to utilities. (e.g., buried electric wiring or conduit, water, sewer, gas lines [including any irrigation], heat lines, cable, fiber, etc.); testing and/or removal/disposal of hazardous materials including, but not limited to, asbestos, mold, contaminated soils and lead-based paint;

1. all landscaping and landscape repair work;
2. architectural, engineering, testing agency and inspection fees;
3. sales and use taxes, permits and permit fees; and
4. grade certification, topography drawings, ALTA survey, drainage plans, soils or materials testing or as-built survey or plans.

1. Client shall provide unfettered access to and within the building and all work locations Monday-Sunday, during normal business hours.
2. As reasonably requested by PFS, Client shall furnish, at no cost to PFS, composite copies of drawings and specifications.
3. As reasonably requested by PFS, Client shall furnish, at no cost to PFS, all surveys describing physical characteristics, legal limitations, and utility locations for the project.
4. PFS shall not be liable for any direct or indirect, special, incidental, consequential or punitive damages of any kind, whether based on contract, tort, or other legal theory or for any loss of revenue or profits, loss of data or loss of business, loss of use or rents or other financial losses arising out of the sale, installation, service or use of products or provision of services, even if it has been advised of the possibility thereof. PFS does not authorize any other person to assume such liability on its behalf. Under no circumstances may PFS’s liability exceed, and in all cases PFS’s liability under the Proposal shall be limited to, the amount PFS has in fact been paid by Client.
5. PFS shall not be liable for delay or default if caused by an act of God or force majeure, including but not limited to a natural disaster, earthquake, storm, fire, flood, conflict, war, industrial dispute, labor dispute or strike, injunction by public authorities (import prohibition, embargo, etc.), industrial or transportation accident, machine breakdown, or failure by a supplier. PFS shall not be liable for the discovery of any environmental condition at the site.
6. Client shall provide all necessary clean, potable water, as well as electrical power required for the completion of the work in the Proposal, including access for all personnel and equipment at no cost to PFS.
7. Work performed by PFS carries a 60-day warranty on labor and materials solely with respect to the work performed or materials provided by PFS. OTHER THAN THE WARRANTIES SET FORTH ABOVE, ALL PRODUCTS AND GOODS PROVIDED AND SOLD PURSUANT TO THE PROPOSAL ARE SOLD “AS IS” AND WITH NO OTHER WARRANTY WHATSOEVER. PFS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER PURPOSE REQUESTED OR INDICATED BY CLIENT.
8. Client represents and warrants that any knowledge they may have regarding defects or weakness in the structures, sub-structure, super-structure, or points of attachment, including, without limitation, any hazardous materials on or near the premises, that might affect performance by PFS have been specifically and fully disclosed in writing to PFS.
9. Any pre-existing defects or other conditions discovered by PFS while performing its work, which, in the sole discretion of PFS, may affect the performance of PFS, shall be disclosed to Client with repair recommendations and an estimate of additional costs, which estimate shall be approved by Client before additional work will proceed. In making the repair recommendations, PFS assumes no responsibility for recommendations not followed by the Client. If PFS recommends repairs as described above and Client elects not to undertake said repair, PFS shall have the right to terminate the Proposal upon written notice to Client and PFS will still be paid according to their agreement for work that was completed.

 

1. PFS carries general liability insurance, workman’s compensation insurance on all employees, as well as vehicle and equipment insurance. Client shall carry property insurance on an “all-risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false work, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s and contractor’s services. If the property insurance requires deductibles, Client shall pay costs not covered because of such deductibles.
2. Client agrees to have all liability insurance which may be carried or is required to be carried endorsed, unless policy language has already been provided, with a clause providing that any release from liability of or waiver of claim for recovery from the other party or any of the parties named in this Proposal entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder, and providing further than the insurer waives all rights of subrogation which such insurer might have against PFS.

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1. Costs associated with delays caused by Client will be billed to Client with reasonable supporting documentation of such costs.
2. Costs quoted in the Proposal include labor, materials, equipment, fees, and General Liability insurance.
3. PFS will not be held responsible for any weather delays that may occur.
4. No performance or payment bond is included in the price.
5. Upon receipt of each payment as set forth in the Proposal, PFS will provide partial or full lien waivers, as appropriate. Final payment is due upon substantial completion of work and issuance of final invoice based on the terms of the agreement.
6. Payments due and unpaid shall bear interest from the date payment is due at a rate of 18% per annum until paid. There will be a 3% processing fee for any credit card charges over $5,000. Client will be responsible for any and all collection costs including, but not limited to, court costs and reasonable attorney’s fees incurred by PFS.
7. Allowance items are inserted in Proposal for unknown amounts or quantities. In the event that the actual costs exceed the allowance amount, a change order will be issued. In the event the actual costs are below the allowance amount, a credit will be issued (deductive change order).
8. Professional Facility Solutions, LLC is not a general contractor, architectural nor engineering firm, nor does it represent itself as such.

 

1. Client shall indemnify, defend, and hold harmless PFS and its affiliates, and each of its and their respective employees, officers, directors and agents, from and against any and all third-party liabilities, damages, claims, suits, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with Client’s negligence or misconduct.