Premises RMS Terms

  1. The person completing the subscription form represents authority to enter into a subscription agreement with the terms contained herein on behalf of the User, as well as the owner(s) and manager(s) of the Subject Asset (collectively “User”).
  2. Risk Management Services.  Premises RMS (hereinafter “Premises RMS” or “Consultant” or “Contractor”) provides risk management consulting for the multifamily housing industry.   User requests that Contractor manage and administer the risks systems and/or claims management program for User, including represent the investigation, adjustment, processing, supervision and resolution of liability claims for money damages asserted by third parties against User as specified.  
  3. Fair Housing Assurance Plan is a subscription service to manage third party fair housing requests and claims (hereinafter “Matters”).
  4. User represents that all information submitted on the website, and by any other means, is true and accurate.
  5. User agrees that to pay the correct rate for the number of units at the Subject Asset, and that we are authorized to update the rate if the unit count is/was incorrect.
  6. User acknowledges that the pricing is based on annual terms and there shall be no refund for early termination of the term.
  7. User further understands that the pricing is promotional, currently discounting up to fifty percent of the Fair Market Value price of the product or service in question.  At the annual renewal of the term, User agrees that the product or service will return to the Fair Market Value price, unless discounted again.
  8. User authorizes us to market, advertise and/or publicize the fact that User and/or the Subject Asset is using our subscription services.
  9. The subscription expressly excludes the following Matters:
    1. Those which commenced before the subscription was accepted.
    2. Those which commenced after the subscription period expired.
    3. Those commencing while the account was not paid in full.
    4. Any and all litigations, even if the Matter was included in the subscription service prior to the commencement of litigation.  A separate retainer agreement shall be required for matters involving litigations.
    5. Any and all administrative proceedings, even if the Matter was included in the subscription service prior to the commencement of the administrative proceeding.  A separate retainer agreement shall be required for matters involving administrative proceedings.
    6. Those in States where the subscription service, or any parts thereof, are prohibited by law.
  10. User understands that there is no guaranty of reaching any particular result in any given matter.  User acknowledges that no promises about the outcome have been made and that any opinion offered in the future will not constitute a guaranty.
  11. Investigative Services.  Depending on the User, Contractor’s services may include the following: provide complete investigative and analytical services including, but not limited to: (a) receipt and examination of all reports of accidents, incidents, claims or cases which are or may be the subject of such claims reported by User to Premises RMS; and (b) the investigation of such accidents, incidents, claims or cases where examination warrants such investigation or when requested by User, such investigation to include onsite investigation, photographs, interviewing of witnesses, determination of losses and other such investigative services necessary to determine liability and loss.  
  12. Settlement Authority.  Contractor will promptly notify User in writing of any claim which, excluding administration, adjusting, defense, all amounts payable to Contractor hereunder, and other costs and expenses, is reasonably expected in Contractor’s opinion to result in total settlement payments in excess of the settlement authority limit that is agreed upon by User and Contractor (the “Authority Limit”).  Such Authority Limit shall be determined by the User on a case-by-case basis, unless established in writing to be otherwise. Such payment guidelines will be binding on the parties, and incorporated into this Agreement, when executed by both parties. From time to time during the Term, the Payment Guidelines may be adjusted by mutual agreement of the parties, with each revised Payment Guidelines superseding any previously adopted Payment Guidelines and becoming binding on the parties, and incorporated into this Agreement, when executed by both parties.
  13. No Legal Opinions.  User understands and agrees that Premises RMS is not a law firm and does not provide legal advice or represent clients in court or other proceedings.  Any opinions, representations, claims, statements and/or communications by or on behalf of Premises RMS should be treated as non-legal opinions. User understands and agrees that the services to be provided by Premises RMS are not of a legal nature, and Premises RMS shall in no event given, or be required to give, any legal opinion or provided any legal representation to User.  Premises RMS recommends that User seek the review of User’s legal and/or tax advisors before taking action based on Premises RMS’s statements. Premises RMS does not make any promise guarantee of any outcomes in the use of its consulting services. Any opinions, representations, claims, statements and/or communications by or on behalf of Premises RMS related to past or future results should be treated as opinions and not a promise or guarantee of any outcome.  The services will be performed by Premises RMS or, if needed, subcontracting parties.
  14. Claims Adjustment Services.  Contractor shall provide claims adjustment services on each accident or incident that may be the subject of a claim against the User which is reported to Contractor by the User. Such services shall include, but not be limited to (a) the maintenance of a claim file on each potential or actual claim reported to Contractor;  (b) whenever its investigation results in a determination that User has sustained a liability to a third party, Contractor shall process any such claim or potential claim for settlement in accordance with the User’s instructions for settlement of such claims, as set forth in the payment guidelines; and (c) obtaining all release agreements or proofs of loss on settlement of any claim or potential claim. If subrogation is pursued, the rates in Section 9 will apply unless a separate contingency fee agreement is agreed to by User and Contractor.
  15. Legal Support Services.  Contractor shall provide the following legal support services on each claim wherein the claimant has commenced litigation: (a) Upon notification by User that litigation has been filed on an open claim, Contractor shall notify User and, in accordance with User’s instructions, the User’s insurance carrier and/or excess reporting authority, pool or group (the “excess entity”) and/or trial attorney assigned by User to handle the case and provide such excess entity and/or trial attorney with all information and files concerning claim; (b) maintain liaison with User’s excess entity and/or trial attorney and provide such investigation services as are required by such attorney during pretrial and trial stages; and (c) assist User’s excess entity and/or trial attorney with discovery and other legal processes.
  16. Term of Agreement.  The term of the Agreement (the “Term”) shall commence on the date the Request for Services is accepted by the parties and continue until on an annual term, renewing automatically on the annual anniversary of the commencement dates, unless terminated by either party with a 90-day termination notice.
  17. Pricing.  User agrees to pay the pricing stated on the Request for Services, including the annual administrative fee.  Upon the annual renewal of the annual term, there shall be an increase of no less than five (5) percent on all charges.  The fees do not include “Allocated Expenses”, defined to mean customary and usual costs and expenses incurred and/or paid by Contractor on User’S behalf in connection with the investigation, adjustment, settlement or defense of a claim.  Such costs and expenses include, but are not limited to, professional photography, police reports, independent medical examinations, professional engineering services, laboratory services, bulk copy jobs, private investigators, legal costs and fees and work performed by accountants. Contractor shall charge User for investigators or adjusters when, in the opinion of Contractor, such assistance is necessary and reasonably related to the monetary exposure.  User agrees to pay for the cost of all reasonable and supportable Allocated Expenses incurred in connection with the services under this Agreement provided that Contractor has notified User of such Allocated Expenses in advance and obtained User’s prior written approval for same. Absent User’s provision of prior written approval for Allocated Expenses, User shall not be responsible for such costs.
  18. User’s Responsibilities.  User shall provide Contractor with copies of all relevant documents upon request and without charge and shall make available any User employee for interviews by Contractor at reasonable times concerning any investigation of a claim or incident pursuant to this Agreement.  Contractor shall bill User and furnish User with invoices for services rendered in accordance with the fee schedule set forth in the Agreement. Each invoice will include the claim or other matters for which a fee is being charged and the amount of the associated fee for that claim or matter. All sums due hereunder shall be paid by delivery of User’s check, or wire transfer to Contractor’s offices located at the address set forth herein, within thirty (30) days following the invoice date. If any amount invoiced is in dispute, User shall pay the undisputed amount and notify Contractor within thirty (30) days after the invoice date of the disputed portion; failure by User to deliver written notice to Contractor of dispute with regard to any portion of an invoice within such time frame shall be deemed acceptance of the entire invoice by User.   Fees not paid in full within thirty (30) days of the invoice date, at Contractor’s option, will be subject to per annum interest at the lower of (i) 18% or (ii) the maximum interest rate permitted by applicable law, calculated from the due date to the date payment is received by Contractor. For invoices not paid in full within thirty (30) days of the invoice date, Contractor will notify User of such failure to pay and if User does not cure such failure in full within ten (10) business days after the date of such notice (the “cure period”), Contractor may, without waiving any other rights or remedies to which it may be entitled, as of the first business day following the cure period, immediately limit access to data, suspend and/or terminate this Agreement, and/or seek collection of all amounts due, including by sending outstanding invoices to a collection agency.  User will reimburse any costs and expenses (including, but not limited to, the fees of a collection service and reasonable attorneys’ fees) incurred by Contractor to collect any amount that is not paid when due.
  19. Conflict of Interest.  In the event a claim or incident is reported to Contractor by User and it is determined that the actual or potential claimants therein are also clients of Contractor, then Contractor shall immediately notify User of such potential conflict of interest so User may have the option to choose an independent investigator and adjuster.
  20. Disposition of Files on Termination of Agreement.  All files on each claim shall be property of the User.  In the event of expiration of the Agreement, non-renewal thereof, or cancellation, Contractor shall bill the User for work completed by Contractor on each claim.  Upon receipt of payment of outstanding invoices, Contractor shall promptly forward all completed and pending claim files to the User unless User requests Contractor to continue to process any files on a time and expense basis as provided for in the Contractor’s prevailing hourly rate, presumed to be no less than $295 per hour, at the time such services are rendered.  User agrees to pay Contractor for the internal and/or external cost of retaining, storing, retrieving, logging, packing and shipping files which are stored on or off premises by Contractor.
  21. Indemnification and Release.  To the maximum extent allowed by law, User forever releases Contractor and its affiliates, and their respective agents, employees and affiliates , and to defend, indemnify and hold harmless Owner parties, from and against any and all actions, causes of action, claims, demands, liabilities, losses, damages and expenses of whatsoever kind, including, but not limited to, reasonable attorney’s fees at both the trial and appellate levels, that arise out of or are based upon User’s operation, management, maintenance or other actions or inactions, as well as any duties, services, actions or inactions on the part of Contractor.
  22. Audits.  The Contractor’s files shall be made available for audits at any time upon reasonable notice. Reasonable notice shall be defined as thirty (30) days or as otherwise agreed by the parties. If special retrieval or shipment of the requested files is necessary, User shall reimburse Contractor at cost. The Contractor reserves the right to reject an auditor proposed by User if the proposed auditor may gain an unfair competitive advantage over Contractor by conducting such an audit.
  23. Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Nevada and any actions related to this Agreement shall be venued in Clark County, Nevada.
  24. Amendments.  Neither this Agreement nor any of the terms hereof may be amended, changed, waived, discharged or terminated except by an instrument in writing signed by both of the parties hereto.
  25. No Waiver.  No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any waiver on the part of any party hereto of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other right, power or privilege.
  26. Severability.  If any part of this Agreement is contrary to, prohibited by or deemed invalid under, any applicable law of any jurisdiction, then such provision shall, as to such jurisdiction, be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, without invalidating the remainder hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
  27. Current Law & Regulation.  This Agreement is entered into with the understanding that existing Federal, State or other jurisdictional regulations will remain in effect for the duration of this Agreement. User agrees that should administrative or other costs of service provided hereunder be substantially increased as a result of modifications in existing law, enactment of new legislation, or promulgation of new administrative guidelines, Contractor service fees may be renegotiated during the Agreement term. If revised fee agreements cannot be reached, Contractor may terminate this Agreement, at its option, after thirty (30) days written notice to User.
    Counterparts.  This Agreement may be executed simultaneously in two counterparts, each of which when so executed and delivered shall be deemed an original, but both of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.  A facsimile, telecopy or other reproduction of this Agreement may be executed by any party and delivered by such party by facsimile or other electronic transmission (including e-mail), and such execution and delivery shall be considered valid, binding and effective for all purposes.
  28. Nature of Relationship.  Consultant’s employees assigned to perform services shall be and remain employees of Consultant regardless of where services are performed and shall not for any purpose be considered User’s employees.  Consultant’s relationship to User shall be one of independent Contractor and nothing contained in these Terms or any other document shall be construed to imply that Consultant or any of Consultant’s officers, employees or agents is an employee or agent of User for any purpose.  Consultant shall have no right, power or authority to create any obligation, expressed or implied, or to make any representation on behalf of User, except as may be expressly authorized from time to time by User in writing and then only to the extent of such authorization. Nothing herein is to imply an agency, joint venture or partner relationship between the parties.
  29. Confidentiality of Information and Documents.  The communications to/from User on any specific matters should be treated as confidential as one of the primary purposes for the risk management systems is to assist User and its counsel in anticipation of litigation.  User should confirm the applicability of all legal privileges to its communications in advance of sending or responding to communications. In the event Premises RMS is required to respond to a third party request for information, User shall pay for any and all fees and costs associated with the response, including the assertion of any applicable objections to the production of information and/or documents.
  30. Miscellaneous.  Void where prohibited by law.  User is advised that User has the right to seek review of this agreement by independent counsel of User’s choice and User acknowledges by signing this agreement that User is aware of this right, has taken adequate time to obtain such review, if desired, and has either waived or exercised said right as of the date of agreeing to this agreement.  These Terms may be amended or revoked at any time in our sole discretion. This agreement contains the entire agreement of the parties. No other agreement, statement, or promises made on or before the effective date of this agreement will be binding on the parties.