Standard Terms and Conditions Between Owner and PFG Construction, LLC dba Automated Security

These Standard Terms and Conditions, which include the items, dates, terms, inclusions, and exclusions on the Estimate, is made between the name and address as it appears under “Bill To” on the estimate  (“Owner”) and PFG CONSTRUCTION LLC, dba AUTOMATED SECURITY, 3170 East Prospect Road, York, PA 17402 (“Automated Security”). The Project Name and Location is the name and location as it appears under the “Ship To” on the Estimate.

The Services will be provided by Automated Security.

The Owner and  AUTOMATED SECURITY, in consideration of the mutual covenants hereinafter set forth, agree as follows:

Section 1.  Contract Documents

  1. The Contract Documents which comprise the entire agreement between Owner and Automated Security concerning the Services consist of the following:
  2. These Standard Terms and Conditions
  3. The Estimate, which is also the Scope of Work
  4. C.      Any drawings provided to the Owner

Section 2.  Description of the Services

2.01     Automated Security’s Services constitute the necessary labor and materials to complete the Project including any design services and equipment used or incorporated in such Services.

2.02     It is the intent of the Owner and Automated Security that the Contract Documents include all items necessary for proper execution and completion of the Services.  Services not covered in the Contract Documents will not be required.  Words and abbreviations which have well-known technical or trade meanings are used in Contract Documents in accordance with such recognized meanings.

Section 3.  Contract Amount

  • The Owner shall pay Automated Security in current funds for Automated Security’s performance of the Contract the Sum of the Total listed on the Estimate, subject to additions and deductions to the Scope of Work which will be addressed in the form of a Change Order to the Contract Amount.

Section 4.  Commencement Date and Substantial Completion

  • The date of commencement will be as follows: As soon as notice to proceed is given by Owner.
    • Substantial completion will be extended due to any act of Force Majeure, major changes to the Scope of Work, delays of Owner’s other contractors, Owner response delays, or Owner requested materials changes.

Section 5.  Progress Payments.

  • Automated Security shall submit monthly Invoices and/or Applications for Payment to the Owner who shall make progress payments on account of the Contract Sum.  The period covered by each Invoice and/or Application for Payment shall be one calendar month ending on the last day of the month.
    • Payment terms for all invoices other than materials noted in 5.04 are:  NET 30 days from the Application for Payment or invoice date.
    • Shipments of material in excess of $10,000 will require cash on delivery.  Automated Security will provide the Owner with a delivery schedule and an invoice at least 5 days prior to delivery.
    • All money not paid when due as provided in this Section will be subject to an interest charge equal to the lesser of eighteen (18%) percent annum or the maximum amount allowed by Pennsylvania law.
    • Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to Automated Security within 30 days after the Services have been completed, thus acknowledging that the contract has been fully performed.
    • Owner shall have five (5) days after receipt of any invoice or Application for Payment to dispute any amounts therein. If Owner fails to provide written notice to Automated Security of any disputed amounts, in whole or in part, within that time period, the amounts due from Owner will be deemed accepted and Owner waives its right to dispute such invoice in the future. In the event Owner disputes less than all of any invoice or Application for Payment, it shall promptly pay the undisputed amount, without reserve or setoff.

 Section 6.  Automated Security Representations

  • 6.01          Automated Security will make Owner aware of any unforeseen physical conditions that will affect the Services.  This will be reviewed and all cost adjustments will be addressed in a Change Order to the Contract Sum.
    • 6.02          Automated Security has reviewed, and will be entitled to rely upon, the information provided to it by the Owner, pertaining to the physical condition of the Project Site.
    • 6.03          Automated Security shall be responsible for and shall coordinate all means, methods, techniques, sequences and procedures associated with the Services.
    • 6.04          Automated Security shall keep the Owner informed of the progress of the Services.
    • 6.05          Automated Security warrants to the Owner that materials and equipment incorporated in the Services will be of good quality, free from defects, and in conformance with the Estimate and Scope of Work.
    • 6.06          Automated Security shall prepare Change Orders for Owner’s approval and execution and shall have authority to make minor changes in the Services consistent with the Scope of Work not involving an adjustment in the Contract Amount or an extension of the contract time.

Section 7.  Owners Representations

  • The Owner shall designate a representative authorized to act on the Owner’s behalf with respect to the Project. This representative shall examine all documents submitted by Automated Security and shall promptly render decisions so as to avoid delays in orderly progress of the Services.
    • The Owner shall cooperate with Automated Security in securing building and other permits, licenses and inspections, and shall pay the fees for such costs if the fee is not identified as being included in the Scope of Work.
    • If the Owner observes or otherwise becomes aware of a fault or defect in the Services,, the Owner shall give prompt written notice thereof to Automated Security.
    • The Owner shall furnish required information and services and shall promptly render decisions pertaining thereto to avoid delay in the orderly progress of the Services.
    • The Owner represents that funds are available for the completion of the Project.

Section 8.  Insurance

  • Automated Security shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located insurance for protection from claims under workers’ or workmen’s compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and from claims for damages, other than to the Service itself, to property which may arise out of or result from Automated Security’s operations under the Contract, whether such operations be by Automated Security or by a Subcontractor or anyone directly or indirectly employed by any of them.  This insurance shall be written for not less than commercially customary limits of liability. Certificates of such insurance shall be filed with the Owner prior to the commencement of the Services.
    • The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance.  Optionally, the Owner may purchase and maintain other insurance for self-protection against claims which may arise from operations under the Contract.  Automated Security shall not be responsible for purchasing and maintaining this optional Owner’s liability insurance,.
    • The Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance upon the entire Services at the site to the full insurable value thereof.  This insurance shall be on an all-risk policy form and shall include interests of the Owner, Automated Security, Subcontractors and Sub-subcontractors in the Services and shall insure against the perils of fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief.

Section 9.  Indemnification

9.01     To the fullest extent permitted by law, each party agrees to indemnify, defend and hold harmless the other party and its agents, employees, and affiliates from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of the performance of the Services, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible personal property (other than the Service itself) but only to the extent caused by the act or omissions of the party or anyone directly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.  The indemnification obligations under this Section 9.01 shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for any party under Worker’s Compensation Acts, Disability Benefits Acts, or other employee benefits acts.

9.02    Contractor guarantees all labor, materials, articles, supplies, and work furnished against all defects which may develop in accordance with the manufacturers standard warranty period.  Pursuant to such guarantee, the Contractor agrees to repay and/or replace, as Owner may require, without charge to Owner, any and all defective workmanship, materials, equipment and work; to pay all costs, including labor charges, in connection with such repairs and/or replacements; and to remedy any defects, latent or patent, except those due to ordinary wear and tear or improper use or maintenance, for a period of one year from the date of installation.

Section 10.  Default

10.01      The occurrence of any of the following shall constitute a default under these Standard Terms and Conditions (“Event of Default”):

  • The failure to make a required payment when due.
  • The failure to substantially fulfill any term or condition of these Standard Terms and Conditions.
  • The insolvency or bankruptcy of either party. 

Section 11.  Remedies Upon Default

11.01   In addition to any and all other rights a party may have available to it according to law, if a party commits an Event of Default, the other party may terminate these Standard Terms and Conditions by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have three days from the effective date of such notice to cure the defaults(s). Unless waived by the party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of these Standard Terms and Conditions.

Section 12.  Force Majeure

12.01   If performance of these Standard Terms and Conditions or any obligation under these Standard Terms and Conditions is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, material failures not caused by Automated Security’s improper installation or maintenance,  shortages or unavailability or other delay in delivery not resulting from Automated Security’s failure to timely place orders, or government  codes, ordinances,  laws,  rules,  regulations or restrictions. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party or its employees, officers, agents, or affiliates.

Section 13.  Disputes

13.01   Any disputes arising under these Standard Terms and Conditions may, at the sole discretion of Automated Security, be submitted to arbitration under the Construction Industry Arbitration Rules of the American Arbitration Association. If Automated Security does not consent to arbitration, disputes shall be resolved through appropriate legal or equitable actions in a court of competent jurisdiction in York County, Pennsylvania.  Should any party hereto be required to take legal action to enforce his rights hereunder and prevail in that legal action, then that party shall be entitled to the recovery of all costs incurred, including, but not limited to, filing fees and reasonable attorney’s fees.

Section 14.  Assignment

14.01   These Standard Terms and Conditions shall not be assigned without the express written approval of the parties.

Section 15.  Miscellaneous Provisions

  1. 15.01      The drawings, sketches, specifications and other documents furnished by Automated Security are instruments of service and shall not become the property of the Owner whether or not the Project for which they are made is commenced.  Drawings, sketches, specifications, and other documents furnished by Automated Security shall not be used by the Owner on other projects, for additions to this Project or, unless Automated Securirty provides a written agreement relating to use, liability and compensation for said usage.
    1. 15.02      Automated Security reserves the right to use photos, artist’s renderings, job descriptions, and other items related to the project for marketing purposes.

15.03   If any provisions of these Standard Terms and Conditions are held to be inoperative, invalid, or illegal, the remaining provision shall remain in full force and effect to the extent possible.

15.04   These Standard Terms and Conditions shall be governed by Pennsylvania law, regardless of the location at which these Standard Terms and Conditions are executed by either party or the location of the jobsite.

15.05   These Standard Terms and Conditions is intended to be the complete and integrated understanding of the Parties with respect to all matters addressed herein. To be effective, any modification of these Standard Terms and Conditions must be in writing and executed by all of the Parties.

15.06   These Standard Terms and Conditions will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns; provided, however, that this shall not be construed to permit a transfer or assignment except as permitted by the terms of these Standard Terms and Conditions.

15.07   These Standard Terms and Conditions may be executed in counterparts or in any number of duplicate originals, either electronically or by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.08   The parties hereto further state that they have carefully read the foregoing Standard Terms and Conditions, know the contents thereof and have been fully advised concerning legal considerations pertaining to these Standard Terms and Conditions by legal counsel of their own selection and that they sign and deliver the same as their own free act and deed.

15.09   Each of the parties waives against the other party its right to seek or collect consequential, special or incidental damages.