Terms & Conditions
TERMS AND CONDITIONS
DESCRIPTION OF SERVICES. Agency shall provide the following services (collectively, the “Services”):
Agency will locate and refer to Contractor and Officer an individual who is licensed as a contractor by the Contractor State Licensing Board (Hereinafter, “Board”)of the state in which Contractor is applying for the license, and who is qualified to serve as a license qualifier/ qualifying party/Responsible Managing Officer (QP/RMO/RME) for Contractor. Contractor shall have 5 days to notify Agency of its approval or disapproval of the referred QP/RMO/RME.
Agency shall use its reasonable efforts to cause an application for a new corporate contractor’s license or QP/RMO/RME replacement or adding a classification on behalf of Contractor to be signed by QP/RMO/RME and delivered to Contractor or its agent or Board. Contractor and Officer hereby agree to pay all required license fees and cause all forms and documents required by the Agency or the Board to be completed, signed and submitted to the Board within 10 days of delivery of signed application by QP/RMO/RME to Contractor. Agency makes no warranties and assumes no liability or responsibility whatsoever for the content of the contractor or QP/RMO/RME applications or the duration of the license approval process by the Board. Agency may replace QP/RMO/RME with another qualified QP/RMO/RME at its sole discretion and at no additional cost to Contractor.
If QP/RMO/RME is not available at this time, Agency will have up to 3 months to locate a suitable QP/RMO/RME for Contractor. If no QP/RMO/RME is found within 3 months of signing this Agreement, the Agreement will be terminated and the security deposit fully refunded to Contractor.
Contractor assumes all responsibilities for the processing of its license application in a timely manner. QP/RMO/RME may be reassigned to another Contractor if forms, fingerprints and other related license application documents are not executed or completed by Contractor within 10 days of receipt.
Contractor also agrees to fully reimburse Agency for any Contractor costs paid on its behalf by Agency at any time during the license application process.
DISAPPROVAL OF CONTRACTOR’S LICENSE APPLICATION BY THE BOARD.
- If such disapproval is due to any reason related to QP/RMO/RME, Agency will provide a replacement QP/RMO/RME to Contractor within 30 days of QP/RMO/RME disapproval at no additional cost to Contractor.
- If such disapproval is due to any reason related to Contractor, this Agreement shall terminate immediately and Contractor hereby agrees to forfeit the security deposit. Contractor hereby authorizes Agency to conduct any background check(s) of its personnel and officers.
SECURITY DEPOSIT. Upon execution of this Agreement, Contractor shall pay Agency a security deposit of the amount specified in the signed agreement. The security deposit is fully refundable upon the termination of this Agreement, subject to full compliance with all of the provisions of this Agreement.
CONTRACTOR OBLIGATIONS AND ACKNOWLEDGMENTS.
- Contractor shall follow the guidelines provided in the Supervision And Mentorship Plan agreed to with the RMO. Any fraudulent or Illegal use of contractor’s license shall cause immediate termination of this Agreement. Upon such termination, the full outstanding balance of the entire contract through the end of its current expiration date shall become due immediately.
- Insurance Requirements. Contractor hereby agrees to maintain a general commercial liability insurance policy with no less than One Million Dollars ($1,000,000) coverage per occurrence and add the QP/RMO/RME and Agency to said insurance policy as an additional insured loss payee. Contractor shall also maintain its bond and workers compensation insurance policy in force at all times. Contractor shall cause his/her insurance company to issue a certificate of insurance to Agency and QP/RMO/RME for the commercial liability insurance.
- QP/RMO/RME Employment. The nature and terms of the QP/RMO/RME’s employment shall be agreed between the QP/RMO/RME and Contractor. Contractor shall allow QP/RMO/RME to provide services as may be necessary to fulfill QP/RMO/RME’s supervision obligations. Agency shall have no responsibility for QP/RMO/RME’s performance of his/her employment duties and for any matter in connection with QP/RMO/RME’s employment by Contractor. Payments for these additional services shall be paid directly to RMO.
- Contractor acknowledges and agrees that: (a) the Finder’s Fee is paid solely for Agency’s efforts and ability to find the QP/RMO/RME and refer him/her to Contractor, (b) The Finder’s Fee does not include wages, payments for supervision activities, or other compensation and benefits for QP/RMO/RME’s work and services.
- Illegal activities. Contractor shall not engage in any illegal conduct.
- QP/RMO/RME Exposure to Liabilities. Contractor shall not engage in any unlawful conduct and other conduct that has the effect of exposing the QP/RMO/RME to financial or criminal liabilities, including but not limited to, unpaid or underpaid workers compensation premiums, unpaid arbitration resolutions against the Contractor, not allowing QP/RMO/RME to supervise as required by Board. Contractor, and Officer, jointly and severally agree to fully reimburse QP/RMO/RME for any expenses or charges charged to him/her for such workers compensation premiums, unpaid arbitration resolutions, bond claims and any other liabilities that might arise as a result of Contractor’s business operations.
- Contracts with customers. Contractor shall provide the QP/RMO/RME with a copy of each new contract signed with its customers before commencing any work (amounts may be omitted).
PAYMENTS: Any combination of 3 late fees and/or NSF item occurrences will require Contractor to make all future payments with certified checks
TERM/TERMINATION. This Agreement shall be effective and in force for a period of 1 year following the end of this current year and shall automatically renew for successive terms of one year each, unless either party provides 30 days written notice prior to its expiration date. Contractor agrees to indemnify and hold Agency and QP/RMO/RME harmless from any claims of damages due to termination of services or disassociation of Contractor’s QP/RMO/RME in accordance with the terms of this Agreement. Upon termination of this Agreement, Contractor shall send the Board a notice to disassociate the QP/RMO/RME from Contractor. If Contractor refuses or fails to disassociate its QP/RMO/RME upon the expiration or other termination of this Agreement, Contractor shall be deemed in holdover of his/her QP/RMO/RME. Such holding over shall be construed as a month to month Finder’s Fee Agreement, subject to all the provisions, conditions and obligations of this Agreement, except that Agency, at its sole option and at any time during the month to month arrangement, may increase the monthly fee to twice the monthly installment of the monthly finder’s fee. Agency may also at its discretion request the RMO to disassociate from Contractor and send the applicable disassociation notice to the Board with RMO’s permission.
RELATIONSHIP OF PARTIES. It is understood and agreed to by the parties that QP/RMO/RME shall be employed by Contractor and that the QP/RMO/RME is not the employee of Agency. It is also understood and agreed by the parties that QP/RMO/RME shall hold a position as an officer of the Contractor as will be agreed between QP/RMO/RME and Contractor. Contractor or any of its officers or agents shall not solicit and/or employ and/or enter into contract with any QP/RMO/RME who is and/or has been associated or has a relationship with Agency to perform any work or service for Contactor without the written permission and consent of Agency. Such permission must be obtained in writing prior to any negotiation or proposals made to any such QP/RMO/RME.
LOSS OF the QP/RMO/RME’s contractor’s license. If Caused by QP/RMO/RME. If QP/RMO/RME can no longer qualify Contractor or loses his/her contractor’s license due to his/her own actions and fault, or resigns, Agency shall submit a qualified QP/RMO/RME to Contractor for approval within 30 days at no additional charge. If Agency is unable to find a qualified QP/RMO/RME within 30 days, this Agreement shall terminate immediately and security deposit will be fully refunded to Contractor. Agency or RMO shall not be liable for any damages or costs to Contractor. If Caused by Contractor. If a loss of QP/RMO/RME license occurs due to Contractor’s actions and fault, this contract shall terminate immediately, and Contractor shall pay Agency for the full outstanding balance of the entire contract through the end of its current expiration date. Contractor accepts these terms as full compensation to Agency for the loss of income due to Contractor’s actions.
LOSS OF CONTRACTOR’s LICENSE. In the event Contractor loses its contractor’s license due to any reason whatsoever, this Agreement will terminate immediately and the security deposit will be forfeited.
NEGATIVE LICENSE RECORD(S). Contractor shall have 90 days to correct any negative information reported on its contractor license due to its actions. Failure to correct the negative information will result in immediate termination of this Agreement. Upon such termination, Contractor shall pay Agency an amount equal to the total of payments that are due through the end of the current calendar year or an amount equal to three monthly payments, whichever is higher.
Negative Record(s) on QP/RMO/RME’s Contractor license:
If Caused by Contractor. If negative information recorded on QP/RMO/RME license occurs due to Contractor’s actions and fault, Contractor shall have 90 days to correct such record. If Contractor fails to correct negative QP/RMO/RME records within 90 days of notice, this Agreement shall terminate immediately, and Contractor shall pay Agency for the full outstanding balance of the entire contract through the end of its current expiration date. Contractor accepts these terms as full compensation to Agency for a loss of income due to Contractor’s actions.
If Caused bv QP/RMO/RME. If negative information recorded on QP/RMO/RME license occurs due to QP/RMO/RME’s own actions and fault, QP/RMO/RME shall have 90 days to correct such record. If QP/RMO/RME fails to correct negative records on QP/RMO/RME license, Agency shall attempt to replace the Contractor’s QP/RMO/RME with another qualified QP/RMO/RME at no additional cost to Contractor. If Agency fails to submit to Contractor a qualified QP/RMO/RME, this Agreement shall terminate and security deposit will be fully refunded to Contractor.
COMPLIANCE. Contractor and Officer shall comply at all times with the Board regulations and all other applicable laws.
ASSIGNMENT. Contractor and Officer may not assign or transfer its rights and obligations under this Agreement to any other person, entity, company, or corporation without the prior written consent of Agency. Agency may assign its rights and obligations under this Agreement to another person, entity or company.
NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or by certified mail addressed as follows. If for Agency: RMO Agency, LLC 4521 Campus Dr. #118 Irvine, California 92612
If for Contractor. Name and address of Contractor as it appears on the signed Contractor’s Finder’s Fee Agreement
If for Officer: Name and address as it appears on the signed Contractor’s Finder’s Fee Agreement
Each party may change such address from time to time by providing written notice to the other in the manner set forth above.
AMENDMENT. This Agreement may be modified or amended only if the amendment is made in writing and is signed by all parties to this Agreement.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
NO WAIVER. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision in this Agreement.
INDEMNIFICATION AND HOLD HARMLESS. Contractor and its officers and shareholders jointly and severally agree to fully indemnify and hold harmless Agency and/or its officers, and members for any claims, damages, losses, costs, or expenses of any nature incurred by Agency and/or its officers, and members arising out of this Agreement. Contractor and its officers and shareholders hereby represent and warrant that they are knowledgeable and familiar with the rules, regulations, and requirements of the BOARD.
CONFIDENTIALITY. Contractor and Agency hereby respectively agree to hold in confidentiality all information revealed to either of them by the other by the QP/RMO/RME, including but not limited to: client’s names, employees, subcontractors, ownership information, fees, the contents of this Agreement, prospective QP/RMO/RME identities, and other confidential information, except as may be required by applicable law or as expressly authorized by Agency or Contractor or QP/RMO/RME.
NON-COMPETE. Contractor hereby agrees to not compete with Agency for Agency clients, QP/RMO/RMEs, Contractors and License Qualifier/RMO referral Services.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
GOVERNING LAW: This Agreement shall be construed as if written by the parties jointly. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California. The Parties hereby agree that venue for any action arising out of the Agreement shall be in the Orange County Superior Court, located at 700 Civic Center Dr. West, Santa Ana, CA. Any conflicts of law provisions to the contrary notwithstanding.
ARBITRATION: The parties agree to arbitrate all disputes and claims arising out of or relating to this Agreement between the Parties. Arbitrator must be a retired judge or have at least 10 years in the construction industry as a practicing construction attorney in real estate and construction law. In no event may demand for arbitration of a claim, dispute or other matter in question be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitation. All issues are for the Arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this Agreement. The arbitration shall be governed by the Commercial Dispute Resolution Procedures of the American Arbitration Association. (“AAA”), as modified by this Agreement, and shall be administered by the AAA. The AAA rules are available at www.adr.org. The parties agree that by entering into this Agreement they are waiving the right to a trial by jury. All hearing conducted as part of the arbitration shall take place in Orange County, California. THE PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, and not as a plaintiff, defendant, or class member in any purported class or representative proceeding. Further, the parties agree that the arbitrator may not consolidate proceedings or more than one individual’s or entity’s claims, and may not otherwise preside over any form of a representative or class proceeding. The parties agree to the following Submission to Jurisdiction. The parties hereto irrevocably and unconditionally (i) agree that the sole and exclusive venue for any suit, action, or other legal proceeding, including enforcement of the arbitration award, arising out of or relating to this Agreement or any other agreement, document or instrument delivered pursuant to, or in connection with this Agreement shall be solely and exclusively brought and maintained in courts of appropriate subject matter jurisdiction (either (1) in federal court, United States District Court, Central District of California, Southern Division (Santa Ana Courthouse – Ronald Regan Federal Building and U.S. Courthouse) or (2) in the Superior Court of California, County of Orange, Central Justice Center (Santa Ana)); (ii) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waive any objection which it or they may have to the laying of venue of any such suit, action, or proceeding in any of such courts.
ATTORNEY’S FEES: In any suit arising out this Agreement or brought to enforce the rights and obligations created by it, the prevailing party shall be entitled to receive reasonable attorney’s fees and costs of court.
CAPACITY. Each person executing this Agreement on behalf of any party represents and warrants that he/she has been fully empowered to execute this Agreement, and that all necessary actions for the execution of this Agreement has been taken.
COUNTERPARTS. This Agreement may be executed in facsimile counterparts and shall be deemed executed by all parties when counterparts hereof have been signed by each party, whether or not signatures of all parties appear on the original or any one copy of this Agreement.
Contractor and officer must notify Agency of any dispute in good faith, with supporting documentation, within thirty (30) days from the date the cause for such dispute arises, or Contractor and Officer will be deemed to agree to waive such dispute.
AUTHORIZED SIGNATORY. Contractor warrants and represents that the undersigned representative of Contractor is an officer of the Contractor and duly authorized and fully qualified to execute this agreement on behalf of Contractor hereby binding Contractor. Contractor shall indemnify, defend and hold Agency harmless from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses including, but not limited to, attorney’s fees, which may be imposed upon or incurred by or asserted against Agency arising, directly or indirectly, out of or in connection with Contractor’s breach of this paragraph.
PERSONAL GUARANTEE. NOTWITHSTANDING THIS AGREEMENT IS ESTABLISHED IN THE NAME OF A BUSINESS, I PERSONALLY GUARANTEE PAYMENT OF THE AGREEMENT.
Agency disclaims any and all warranties, whether express or implied, relating to the services, including but not limited to warranties of merchantability or fitness for a particular purpose.
Agency’s total liability for damages arising out of or relating to the services or this Agreement, whether to Contractor or any other party and regardless of the form of action, is limited to an
amount equivalent to the charges by Agency to Contractor for the particular service performed by Agency during the six (6) month period immediately prior to the date of event, act or
omission giving rise to the liability. In no event shall Agency be liable for any special, indirect, incidental or consequential damages (including but not limited to loss of profit or other
monetary loss) even if Agency is advised in advance of the possibility of such damages.
RMO Agency License Processing Assistance:
RMO Agency will assist its clients with the BOARD applications for Contractor’s Exam Waiver License or an additional classification or replacement of a qualifying individual as follows:
Agency will obtain a signed Application from the RMO and Contractor
Agency will assist Contractor with completing the Application
Agency will deliver a complete application with Contractor and RMO signatures including the Board processing fees (paid by Contractor) to the BOARD for processing.
If an expedite service is included, Agency will assist Contractor with the License application Expedite process with the Board
Agency will follow up with the Board during the application processing and assist the Contractor with obtaining a Contractor Bond and with any issues that might come up during the application process.
- Accuracy of the information entered on the application and complete background disclosure of any record
- Payment for Agency processing fees
- Payment for BOARD application fees
- Corporation setup and corporate number (Corporation C or S, or LLC)
- Provide Agency with accurate BOARD application number and PIN immediately upon receipt of letter from CSLB
- Contractor Bond
- Worker’s Compensation insurance policy OR signed Exemption form.
- Agency Processing fee is not refundable
- RMO Agency will reimburse Contractor for the non-refundable portion of the BOARD application fees if application is rejected due to a RMO issue.
Agreement and release of liability:
- Agency is not responsible for processing time or errors on the Waiver application
- Maximum RMO Agency liability not to exceed the processing fees paid to Agency by Contractor
- Agency does not assume any liability for the accuracy of the Waiver Application submitted and/or is not responsible for the success or failure of the licensing process and/or any consequences that might result from a BOARD application investigation process.