Legal

Contract Terms and Conditions

I. DEFINITIONS

a. Client – That person, corporation, partnership, or other entity describe heretofore within the Proposal
b. ACA – All County and Associates, Inc. having its primary place of business at 1841 Pottstown Pike, Pottstown, PA 19470
c. General Terms and Conditions – These terms and conditions numbered I though XVI inclusively
d. Proposal - That portion of this document titled such
e. Agreement – The attached Proposal and these General Terms and Conditions inclusive
f. Scope of Work The work to be preformed by ACA as outlined in the Proposal
g. Project – The name given to identify the proposal for record keeping purposes

II. GENERAL TERMS

It is hereby understood and agreed that the expressed terms of the Proposal and these General Terms and Conditions constitute the entire Agreement between ACA and the Client, that there are no other agreements, representations, or understandings between ACA and the Client relating to the Proposal or the services to be performed by ACA in accordance therewith, and that all agreements, representations, and understandings of the parties with respect to the services to be performed by ACA are merged with and superseded by the terms of the Proposal and these General Terms and Conditions. No provision of the Proposal or these General Terms and Conditions may be waived, altered, or modified in any manner, unless the same shall be set forth in writing and signed by a duly authorized officer of ACA. In the event that any purchase order, requisition, or other notice of authorization to proceed in accordance with the Proposal contains any provision, term or condition which is in addition to or inconsistent with any of the provisions, terms or conditions of the Proposal or these General Terms and Conditions, no such additional or inconsistent provisions, terms or conditions shall be deemed to have been tacitly accepted by ACA by reason of ACA’s commencement of services pursuant to any such purchase order, requisition or other notice of authorization to proceed.

III. VALIDITY OF PROPOSAL

This Proposal is valid for a period of ninety (90) days. Upon the expiration of that period of time, ACA reserves the right to review the proposed basis of payment and fees to allow for changing costs, as well as to adjust the time of performance to conform to work loads.

IV. LATE FEE

Invoices will be submitted in accordance with the terms outlined in the Proposal, upon a lack thereof, on a monthly basis. In any event all invoices shall be payable within 30 days of the invoice date. Unpaid invoices shall be subject to the late fee of $20.00 per invoice per month starting 30 days from the invoice date. Payments received will be applied first to late charge(s) , with the balance of the payment then applied to any unpaid invoice(s). In addition, ACA may, after giving seven (7) days written notice, suspend services under any agreement without liability until all past due accounts (including late charges) have been paid. Time is of the essence in payment of invoices, and timely payment is a material part of the consideration of any agreement between ACA and Client.

V. SCOPE OF WORK

Unless the Proposal provides otherwise, the proposed fees constitute our estimate of the charges required to complete the Project as outlined under Scope of Work. Except as provided in Paragraph IV, the Scope of Work will not be altered without mutual written consent. For many Projects such as those involving process development work, or planning work, all activities are often initially not fully definable. As the Project progresses, the facts uncovered may dictate a change in direction which may alter the Scope of Work. ACA will inform the Client of such situations so that a change in the Scope of Work can be accomplished as required.

VI. AGREEMENT RENEGOTIATION

Costs and schedule commitments shall be subject to renegotiation for unreasonable delays caused by the Client’s failure to provide specified facilities or information, or for delays caused by unpredictable occurrences, such as fires, floods, strikes, riots, unavailability of materials or services, acts of God, or acts or regulations of any governmental agency. Work stoppage or interruption caused by any of the above may result in a change in the Scope of Work, entitling ACA to an adjustment to the cost and schedule.

VII. TIME-AND-MATERIALS WORK

Where the method of contract payment is on a time-and-material basis, the following provisions shall apply:

a. The minimum time segment for charging of field work is three (3) hours. For work done at ACA’s office, it is one-half hour. There is no premium charge for overtime. Where applicable, equipment rental charges will be applied to the Project. ACA will advise the Client when such charges are applicable.
b. Where the contract is based on the salary cost of specific individuals, normal and customary salary increases will become effective immediately upon company authorization and will be reflected in the next invoice submitted to the Client.
c. Expenses properly chargeable to the work shall include: travel and living expenses of personnel when away from their home office on business connected with the Project; shipping and reproduction costs; computer and record processing time and software, professional and technical subcontractors; identifiable drafting and stenographic supplies; and expendable materials and supplies purchased specifically for the Project. A ten percent handling and administrative charge will be added to all Project expenses unless otherwise stated.

VIII. CONTRACT TERMINATION

Except as provided in Paragraph IV this Agreement may be terminated in whole or in part in writing by either party in the event of substantial or material failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party, providing that no such termination may be effective unless the other party is given, not less than ten calendar days written notice of intent to terminate, and an opportunity for consultation with the terminating party prior to termination. The effective date of termination shall be ten calendar days after receipt of the notice of termination.

A final invoice will be calculated ten days following the receipt of a termination notice;

a. Where the method of payment is based on a “lump sum” the final invoice will be based on the percentage of work completed to the effective date of termination.
b. Where the method of payment is based on time and materials, the final invoice will be based on reimbursement for all services and expenses associated with the Project up to the effective date of termination.
c. Where the method of payment is based on a cost plus a fixed fee, the final notice will be based on reimbursement for all costs to the effective date of termination and pro-rata share of the fixed fee.

IX. REUSE OF DOCUMENTS

All documents including drawings and specifications prepared or furnished by ACA (and ACA’s independent professional associates and consultants) pursuant to this Agreement are instruments of service in respect to the Project and ACA shall retain an ownership and property interest therein whether or not the Project is completed. Client may make and retain copies for information and reference in connection with the use and occupancy of the Project by Client and others; however, such documents are not intended or represented to be suitable for reuse by Client or others on extensions of the Project or any other Project. Any reuse without written verification or adaptation by ACA for the specific purpose intended will be at Client’s sole risk and without liability or legal exposure to ACA, or to ACA’s independent professional associates or consultants, and Client shall indemnify and hold harmless ACA and ACA’s independent professional associates and consultants from all claims, damages, losses and expenses including attorneys’ fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ACA to further compensation at rates to be agreed upon by Client and ACA.

X. CONTROLLING LAWS

This agreement is to be governed by the laws of the Commonwealth of Pennsylvania.

XI. ASSIGNMENTS

Client shall not assign, sublet or transfer its interest in this agreement without the written consent of ACA.

XII. ARBITRATION

All claims, counter-claims, disputes and other matters in question between the parties hereto arising out of or relating to this Agreement of the breach thereof will be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. This Agreement so to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as provided in this paragraph will be specifically enforceable under the prevailing law of any Berks County, Pennsylvania court having jurisdiction.

XIII. INSURANCE/INDEMNIFICATION

a. Insurance - ACA shall maintain policies of insurance for the following types of coverage:

- Workers’ Compensation (statutory) and Employer’s Liability ($ 100,000)
- Comprehensive General Liability ($ 2,000,000), covering both bodily injury and property damage
- Automotive Liability, covering both bodily injury and property damage ($ 2,000,000).

ACA shall indemnify the Client for any loss or damage actually sustained and incurred by the Client, or for which the Client is legally liable, which is caused solely by the negligent acts, errors or omissions of ACA, its employees or agents, in connection with the performance of services by ACA under this Agreement.

b. Additional Insurance – Upon the mutual agreement of ACA and the Client, ACA shall procure and maintain one or more policies of insurance in addition to the types of insurance described in subparagraph (a) above, procure policies of insurance described in subparagraph (a) above with increased policy limits. Additional premiums and costs incurred by ACA in connection with obtaining policies of insurance shall be borne solely by the Client as an additional expense and cost of the services to be provided by ACA under this Agreement, and the Client shall reimburse ACA for such additional insurance expenses upon request by ACA. ACA shall, at the Client’s request, provide the Client with a certificate of insurance or other satisfactory evidence that such additional insurance has been obtained and that such policies are maintained in force throughout the period in which ACA provides services to the Client under this Agreement.
c. Indemnification – The Client hereby agrees to defend, indemnify and hold ACA, harmless from and against any and all claims, lawsuits, liabilities, judgments, awards, damages, fines, penalties, forfeitures, costs of settlement, court costs and costs of defense, including, without limitation, reasonable attorney’s fees, incurred by ACA or to which ACA may be subject in any civil or criminal action, claim, investigation or proceeding whether brought under federal law or under the laws of any state or political subdivision thereof, by reason of, arising out of, or relating in any way to any actual or alleged personal injury, property damage, loss of profits, earnings or wages, or any other consequential, incidental or special damages suffered, directly or indirectly, by any person or company, including the Client, its officers, principals, employees and agents, in connection with the management, clean-up and/or disposal of any type of hazardous or toxic waste, material, chemical, compound or substance, or any other type of environmental hazard or pollution, or the exposure of any person or property thereto, in connection with the Project of the Client with respect to which ACA has been engaged to provide services under this Agreement.

XIV. PROFESSIONALISM

ACA will serve as professional representative of Client as defined by this Agreement and will provide advice, consultation and services to the Client in accordance with generally accepted professional practice. Therefore, estimates of cost, approvals, recommendations, opinions, and decisions by ACA are made on the basis of ACA’s experience, qualifications, and professional judgment. ACA makes no warranty or guarantee, express or implied, regarding the services or work to be provided under this Proposal or any related agreement.

XV. TAXES

If the services covered by this Agreement are subject to local or state taxes or fees (except state income tax), such additional costs will be charged to the Project and subject to reimbursement by the Client.

XVI. ADVERTISING

Client agrees that ACA has authority to use its name as a Client and a general description of the Project, work or service performed as a reference for other prospective Clients.

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