Terms of Sale

A. Consultant Indemnification. 

The Consultant shall be responsible only for the work performed directly by its employees or those persons retained by the Consultant to perform work in conjunction with this project and shall defend, indemnify and hold harmless the Client against claims, damages, actual out-of-pocket costs or actual out-of-pocket expenses (including, without limitation, reasonable attorney fees) arising out of such performance.

B. Client Indemnification.

The Consultant shall not be responsible for the acts or omissions of the Client or any of the Client’s other consultants, contractor(s), sub-consultant(s), their agents or employees, or other persons performing any of the work, and Client shall defend, indemnify and hold harmless the Consultant against claims, damages, actual out of pocket costs or actual out of pocket expenses (including, without limitation, reasonable attorney fees) arising out of any of the foregoing.

C. Force Majeure.

Neither Consultant nor Client shall be liable for any loss, damage, detention or delay resulting from any cause whatsoever beyond their reasonable control or resulting from a force majeure, including, without limitation, fire, flood, strike, lockout, pandemic or epidemic, civil or military authority, insurrection or war.

D. Waiver of Damages.

Neither Consultant nor Client shall be responsible for any consequential damages or punitive damages, or damages based on a claim of loss of business, loss of business opportunity, or loss of revenue.

E. Copyright/Deliverables.

Documents, reports, and specifications prepared or created by Consultant as Work Product(s), in connection with the Agreement, are not to be used on other projects or extensions to this project and will be protected under Copyright © 2025, except by written agreement and with suitable compensation to Consultant. Notwithstanding anything to the contrary, the parties acknowledge and agree that Consultant shall have no responsibility or liability in connection with claims resulting from edits, additions, subtractions or revisions to the Work Product(s) made by Client or third parties without the written consent of Consultant.

F. Insurance.

During the term of this Agreement, Consultant will maintain the following insurance: Workers’ Compensation Insurance (statutory limits), Commercial General Liability with a limit of $1,000,000 per occurrence ($2,000,000 aggregate), Automobile Liability with a $1,000,000 combined single-limit, Umbrella Liability with a limit of $5,000,000.00 (follows form on the underlying CGL & Auto policies), Professional Liability with a limit of $5,000,000 per claim with a maximum deductible not to exceed $150,000. Upon request, insurance certificates will be submitted to the Client.

G. Assignment.

Neither party hereto shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that Consultant may assign its rights or delegate its obligations, in whole or in part, without such consent, to (a) any of its subsidiaries or affiliates, or (b) an entity that acquires all or substantially all of (i) the business or equity of Consultant or (ii) the assets of Consultant to which this Agreement pertains, in each case, whether by merger, reorganization, acquisition, sale, operation of law or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. In the event the Consultant desires to delegate work to a Subconsultant, and receives written approval from Client, all Terms and Conditions contained herein shall apply to such Subconsultant.

H. Termination/Suspension.

Either party may terminate this Agreement for Cause upon thirty (30) days written notice to the other party. Cause is limited to a material breach of this Agreement by the other party; Consultant’s failure to perform or negligent performance of the services required under this Agreement; or Client’s failure to provide a safe working environment for Consultant. In the event of termination by Client, Client shall compensate Consultant for all services rendered and expenses reasonably incurred up to and including the effective date of termination. If services are inactive or suspended for a period of 180 days or more, VDA and the Client shall meet to equitably adjust the fees and schedule for services not yet performed

I. Binding of Heirs.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement is binding upon the original parties and their respective heirs, assigns, administrators, executors or legal representatives (as permitted by this Agreement).

J. Severability.

Should one or more provisions within the Agreement be held invalid, illegal or unenforceable, the Agreement will be construed to survive such a holding and the invalid, illegal or unenforceable provisions will not affect any other provisions of the Agreement.

K. Extent of Agreement.

This writing constitutes the sole intention and agreement of the parties. Any and all prior oral and/or written agreements or understandings between the parties are hereby null and void with respect to the subject matter hereof

L. Force and Effect.

The services set forth in this Agreement shall automatically terminate and be of no further force and effect unless the Client returns a duly executed counterpart of this Agreement to the Consultant within sixty (60) days of the date first set forth above, time being of the essence.

M. Notices.

All communications under this Agreement shall be in writing, and shall be deemed to be sufficiently given and delivered by the party (i) on the date presented and a receipt is given if sent by Federal Express or other nationally recognized courier, or (ii) on the fourth (4th) day after having been mailed by certified mail, return receipt requested, to a party at the addresses set forth on the cover page of this Agreement, or to such other address as such party may designate to the other party in writing.

N. Forum Selection.

Any and all disdiputes arising out of or relating to this agreement (including any dispute regarding its validity, enforceability, or interpretation) shall be brought exclusively in the state and federal courts where the project is located, and the parties to this agreement hereby consent to the exclusive jurisdiction of those courts.

A. Client Content.

All content, information, and materials provided by the Client to the Consultant, including but not limited to documents, data, and communications (collectively, “Client Content”), shall remain the property of the Client.

B. Limited License.

The Client grants the Consultant a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display the Client Content for the purpose of providing Consulting Services.

C. Retention of Client Content.

The Consultant may retain and use the Client Content for internal purposes, including but not limited to developing or improving the Consultant’s services or products, analyzing trends and industry best practices and providing anonymized or aggregated data to third parties. Consultant Indemnification. The Consultant shall be responsible only for the work performed directly by its employees or those persons retained by the Consultant to perform work in conjunction with this project and shall defend, indemnify and hold harmless the Client against claims, damages, actual out-of-pocket costs or actual out-of-pocket expenses (including, without limitation, reasonable attorney fees) arising out of such performance.

D. Payment Terms. 

1. It is expected that invoices will be paid within thirty (30) days of the date shown on invoice. Interest of two percent (2%) will be compounded monthly and added to any invoice that is outstanding for over one hundred twenty (120) days.
2. The Client shall be responsible for the payment of all applicable sales and use taxes (in addition to the fee specified in this Agreement) which may be imposed or assessed by the country, state or local jurisdiction in connection with the services provided by the Consultant. The Client shall indemnify and hold harmless the Consultant and its agents and employees against any such taxes, claims or liabilities.
3. In the event the Client fails to pay any outstanding invoices within one hundred twenty (120) days, and it is turned over to a third party for collection, Client agrees to pay all of Consultant’s costs and expenses of collection, including without limitation, reasonable attorney’s fees and expenses incurred as a result of the foregoing.
4. Any additional consulting services requested by the Client that is beyond the Scope of Services (including number of units) will be billed on an hourly basis using our current rates or a lump sum basis approved in writing by Client and Consultant.
5. Any additional consulting services requested by the Client outside of normal working hours of Monday-Friday, 8:00 a.m. – 5:00 p.m. will be billed on an hourly basis using our current overtime rates or a lump sum basis approved in writing by the Client and Consultant.
6. The proposal price contained herein is valid for ninety (90) days from the date of issuance and is subject to change thereafter unless otherwise agreed to in writing by both parties.
7. Should Client require Consultant to join/subscribe to a Vendor Compliance or Management Program, Client will reimburse Consultant for any initial and annual membership fees incurred by Consultant to enter and maintain a Vendor Compliance or Management Program subscription.

E. Client Indemnification.

The Consultant shall not be responsible for the acts or omissions of the Client or any of the Client’s other consultants, contractor(s), sub-consultant(s), their agents or employees, or other persons performing any of the work, and Client shall defend, indemnify and hold harmless the Consultant against claims, damages, actual out of pocket costs or actual out of pocket expenses (including, without limitation, reasonable attorney fees) arising out of any of the foregoing.

F. Force Majeure.

Neither Consultant nor Client shall be liable for any loss, damage, detention or delay resulting from any cause whatsoever beyond their reasonable control or resulting from a force majeure, including, without limitation, fire, flood, strike, lockout, pandemic or epidemic, civil or military authority, insurrection or war.

G. Waiver of Damages.

Neither Consultant nor Client shall be responsible for any consequential damages or punitive damages, or damages based on a claim of loss of business, loss of business opportunity, or loss of revenue.

H. Copyright/Deliverables.

Documents, reports, and specifications prepared or created by Consultant as Work Product(s), in connection with the Agreement, are not to be used on other projects or extensions to this project and will be protected under Copyright © 2025, except by written agreement and with suitable compensation to Consultant. Notwithstanding anything to the contrary, the parties acknowledge and agree that Consultant shall have no responsibility or liability in connection with claims resulting from edits, additions, subtractions or revisions to the Work Product(s) made by Client or third parties without the written consent of Consultant.

I. Client Content.

All content, information, and materials provided by the Client to the Consultant, including but not limited to documents, data, and communications (collectively, “Client Content”), shall remain the property of the Client.

J. Limited License.

The Client grants the Consultant a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display the Client Content for the purpose of providing Consulting Services.

K. Retention of Client Content.

The Consultant may retain and use the Client Content for internal purposes, including but not limited to developing or improving the Consultant’s services or products, analyzing trends and industry best practices and providing anonymized or aggregated data to third parties.

L. Insurance.

During the term of this Agreement, Consultant will maintain the following insurance: Workers’ Compensation Insurance (statutory limits), Commercial General Liability with a limit of $1,000,000 per occurrence ($2,000,000 aggregate), Automobile Liability with a $1,000,000 combined single-limit,  Umbrella Liability with a limit of $5,000,000.00 (follows form on the underlying CGL & Auto policies), Professional Liability with a limit of $5,000,000 per claim with a maximum deductible not to exceed $150,000. Upon request, insurance certificates will be submitted to the Client.

M. Assignment.

Neither party hereto shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that Consultant may assign its rights or delegate its obligations, in whole or in part, without such consent, to (a) any of its subsidiaries or affiliates, or (b) an entity that acquires all or substantially all of (i) the business or equity of Consultant or (ii) the assets of Consultant to which this Agreement pertains, in each case, whether by merger, reorganization, acquisition, sale, operation of law or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. In the event the Consultant desires to delegate work to a Subconsultant, and receives written approval from Client, all Terms and Conditions contained herein shall apply to such Subconsultant.

N. Termination/Suspension.

This Agreement may be terminated or suspended by either party upon seven (7) days written notice thereof to the other party. In the event this Agreement is terminated by Client for any reason, Client will pay Consultant for all services rendered prior to and including the effective date of such termination. In the event the services are inactive or suspended, for a period of or exceeding 180 days, the Consultant and Client shall meet and equitably adjust the fees and schedule for the services not rendered.

O. Binding of Heirs.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement is binding upon the original parties and their respective heirs, assigns, administrators, executors or legal representatives (as permitted by this Agreement).

P. Severability.

Should one or more provisions within the Agreement be held invalid, illegal or unenforceable, the Agreement will be construed to survive such a holding and the invalid, illegal or unenforceable provisions will not affect any other provisions of the Agreement.

Q. Extent of Agreement.

This writing constitutes the sole intention and agreement of the parties. Any and all prior oral and/or written agreements or understandings between the parties are hereby null and void with respect to the subject matter hereof

The services set forth in this Agreement shall automatically terminate and be of no further force and effect unless the Client returns a duly executed counterpart of this Agreement to the Consultant within ninety (90) days of the date first set forth above, time being of the essence.

All communications under this Agreement shall be in writing, and shall be deemed to be sufficiently given and delivered by the party (i) on the date presented and a receipt is given if sent by Federal Express or other nationally recognized courier, or (ii) on the fourth (4th) day after having been mailed by certified mail, return receipt requested, to a party at the addresses set forth on the cover page of this Agreement, or to such other address as such party may designate to the other party in writing.

T. Forum Selection

Any and all disputes arising out of or relating to this agreement (including any dispute regarding its validity, enforceability, or interpretation) shall be brought exclusively in the state and federal courts where the project is located, and the parties to this agreement hereby consent to the exclusive jurisdiction of those courts.

CCM INSPECTION CANCELLATION NOTICE

If a Client fails to provide 48-hour prior notice of cancellation of inspection(s) on the mutually agreed upon date or if a Client’s equipment is out of service at the time of arrival, Client will be responsible for full inspection fee per unit plus travel time (if applicable) billed at the hourly rate.

A. VDA Indemnification. 

VDA shall be responsible only for the work performed directly by its employees or those persons retained by VDA to perform work in conjunction with this project and shall defend, indemnify and hold harmless the Client against claims, damages, actual out-of-pocket costs or actual out-of-pocket expenses (including, without limitation, reasonable attorney fees) arising out of such performance.

B. Client Indemnification. 

VDA shall not be responsible for the acts or omissions of the Client or any of the Client’s other consultants, contractor(s), sub-consultant(s), their agents or employees, or other persons performing any of the work, and Client shall defend, indemnify and hold harmless VDA against claims, damages, actual out of pocket costs or actual out of pocket expenses (including, without limitation, reasonable attorney fees) arising out of any of the foregoing.

C. Force Majeure. 

Neither VDA nor Client shall be liable for any loss, damage, detention or delay resulting from any cause whatsoever beyond their reasonable control or resulting from a force majeure, including, without limitation, fire, flood, strike, lockout, pandemic or epidemic, civil or military authority, insurrection or war.

D. Waiver of Damages. 

Neither VDA nor Client shall be responsible for any consequential damages or punitive damages, or damages based on a claim of loss of business, loss of business opportunity, or loss of revenue.

E. Copyright/Deliverables.

Documents, reports, and specifications prepared or created by VDA as Work Product(s), in connection with the Agreement, are not to be used on other projects or extensions to this project and will be protected under Copyright © 2025, except by written agreement and with suitable compensation to VDA. Notwithstanding anything to the contrary, the parties acknowledge and agree that VDA shall have no responsibility or liability in connection with claims resulting from edits, additions, subtractions or revisions to the Work Product(s) made by Client or third parties without the written consent of VDA.

F. Client Content. 

All content, information, and materials provided by the Client to VDA, including but not limited to documents, data, and communications (collectively, “Client Content”), shall remain the property of the Client.

G. Limited License.

The Client grants VDA a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display the Client Content for the purpose of providing CCM Services.

H. Retention of Client Content. 

VDA may retain and use the Client Content for internal purposes, including but not limited to developing or improving VDA’s services or products, analyzing trends and industry best practices and providing anonymized or aggregated data to third parties.

I. Insurance. 

During the term of this Agreement, VDA will maintain the following insurance: Workers’ Compensation Insurance (statutory limits), Commercial General Liability with a limit of $1,000,000 per occurrence ($2,000,000 aggregate), Automobile Liability with a $1,000,000 combined single-limit,  Umbrella Liability with a limit of $5,000,000.00 (follows form on the underlying CGL & Auto policies), Professional Liability with a limit of $5,000,000 per claim with a maximum deductible not to exceed $150,000. Upon request, insurance certificates will be submitted to the Client.

J. Assignment. 

Neither party hereto shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that VDA may assign its rights or delegate its obligations, in whole or in part, without such consent, to (a) any of its subsidiaries or affiliates, or (b) an entity that acquires all or substantially all of (i) the business or equity of VDA or (ii) the assets of VDA to which this Agreement pertains, in each case, whether by merger, reorganization, acquisition, sale, operation of law or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. In the event VDA desires to delegate work to a Subconsultant, and receives written approval from Client, all Terms and Conditions contained herein shall apply to such Subconsultant.

K. Termination/Suspension.

This Agreement may be terminated or suspended by either party upon seven (7) days written notice thereof to the other party. In the event this Agreement is terminated by Client for any reason, Client will pay VDA for all services rendered prior to and including the effective date of such termination. In the event the services are inactive or suspended, for a period of or exceeding 180 days, VDA and Client shall meet and equitably adjust the fees and schedule for the services not rendered.

L. Binding of Heirs.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement is binding upon the original parties and their respective heirs, assigns, administrators, executors or legal representatives (as permitted by this Agreement).

M. Severability. 

Should one or more provisions within the Agreement be held invalid, illegal or unenforceable, the Agreement will be construed to survive such a holding and the invalid, illegal or unenforceable provisions will not affect any other provisions of the Agreement.

N. Extent of Agreement.

This writing constitutes the sole intention and agreement of the parties. Any and all prior oral and/or written agreements or understandings between the parties are hereby null and void with respect to the subject matter hereof.

O. Force and Effect.

The services set forth in this Agreement shall automatically terminate and be of no further force and effect unless the Client returns a duly executed counterpart of this Agreement to VDA within sixty (60) days of the date first set forth above, time being of the essence.

P. Notices. 

All communications under this Agreement shall be in writing, and shall be deemed to be sufficiently given and delivered by the party (i) on the date presented and a receipt is given if sent by Federal Express or other nationally recognized courier, or (ii) on the fourth (4th) day after having been mailed by certified mail, return receipt requested, to a party at the addresses set forth on the cover page of this Agreement, or to such other address as such party may designate to the other party in writing.

Q. Forum Selection. 

Any and all disputes arising out of or relating to this agreement (including any dispute regarding its validity, enforceability, or interpretation) shall be brought exclusively in the state and federal courts where the project is located, and the parties to this agreement hereby consent to the exclusive jurisdiction of those courts.

A. VDA Indemnification.

VDA shall be responsible only for the work performed directly by its employees or those persons retained by VDA to perform work in conjunction with this project and shall defend, indemnify and hold harmless the Client against claims, damages, actual out-of-pocket costs or actual out-of-pocket expenses (including, without limitation, reasonable attorney fees) arising out of such performance.

B. Client Indemnification.

VDA shall not be responsible for the acts or omissions of the Client or any of the Client’s other consultants, contractor(s), sub-consultant(s), vendor(s) their agents or employees, or other persons performing any of the work, and Client shall defend, indemnify and hold harmless VDA against claims, damages, actual out of pocket costs or actual out of pocket expenses (including, without limitation, reasonable attorney fees) arising out of any of the foregoing.

C. Invoicing.

It is expected that invoices will be paid within thirty (30) days of rendering.  Two percent (2.0%) per interest will be compounded monthly and added to any invoice that is outstanding for over 120 days. The Client shall be responsible for the payment of sales and use taxes which may be imposed or assessed by the State of where inspections were performed or any other local jurisdiction in connection with the services provided by VDA.  The Client shall indemnify and hold harmless VDA and its agents and employees against any such sales and use taxes, claims or liabilities. In the event the Client fails to pay outstanding invoices within one hundred twenty (120) days, and it is turned over to a third party for collection, Client agrees to pay all of VDA’s costs and expenses of collection, including without limitation, reasonable attorney’s fees and expenses incurred as a result of the foregoing.

D. Overtime.

Should a service exceed four (4) hours, an additional hourly fee will be added for each hour of service exceeding the initial four (4)-hour period. Should the Client request testing outside the hours of 7:00am to 3:00pm services will be billed at two times the hourly rate/unit.

E. Penalties.

VDA shall not be responsible for any penalties imposed as a result of the Performing/Maintenance Agency and/or owner’s failure to comply with mandated procedures or local law. Should governing agency or VDA require the Client to provide information or signatures, Client must respond promptly. VDA shall not be liable for, and the Client will indemnify VDA against, any penalties arising from the Client’s delay, negligence, or failure to respond.

F. Term. 

This Agreement will be effective on the signed date (the “Effective Date”) and remain in effect for three (3) years. It will automatically renew for one-year periods thereafter unless either party provides written notice of termination at least ninety (90) days before the end of the current term. The annual escalation is capped at four percent. Should Client breach this agreement for any reason, Client shall liable to VDA for the full contract amount quoted for the three (3) year term.

G. Unsafe Conditions.

The inspection/testing procedures as required by law pose extraordinary operating conditions that may reveal component failures or damage to the equipment as a result of the examination requirements.  It is understood and agreed that VDA and employees shall not be held responsible for any such failures and no damages of any kind shall be assessed against VDA, affiliates or employees. Client is responsible for shutting an elevator down if a dangerous condition is uncovered until proper repairs can be made.

H. Elevator Contractor Cancellation. 

In the event that the Performing/Maintenance Agency Contractor cancels a test and fails to reschedule before the Inspection Due Date, Client is responsible for paying any fees associated with a late inspection or filing.   VDA is not responsible for any failure or delay by Performing/Maintenance Agency.

I. Client Cancellation.

Client must provide written notice of cancellation within 48 hours of scheduled service. Should Client fail to provide such notice, or if Client’s equipment is out of service at time of arrival, Client will be responsible for the full inspection fee per unit plus (if applicable) travel time billed at the hourly rate.

J. Access to Property.

Owner will provide VDA access to Client’s property as necessary for the performance of the inspection services.  VDA will take precautions to minimize damages; however, some damage may occur during inspection.  The fee does not include the cost of repair or restoration, however, VDA will be responsible for damages caused by the proportionate negligence of VDA employees.

K. Reinspection (If Applicable).

Should client perform corrective action to remediate deficiencies noted in the written inspection report, Client may request VDA to perform a reinspection. Reinspection will be performed and billed at Inspector’s standard hourly rate/time onsite and travel.

L. Force Majeure.

Neither VDA nor Client shall be liable for any loss, damage, detention or delay resulting from any cause whatsoever beyond their reasonable control or resulting from a force majeure, including, without limitation, fire, flood, strike, lockout, pandemic or epidemic, civil or military authority, insurrection or war.

M. Waiver of Damages.

Neither VDA nor Client shall be responsible for any consequential or punitive damages, or damages based on a claim of loss of business, loss of business opportunity, or loss of revenue.

N. Copyright/Deliverables.

Documents, reports, and specifications prepared or created by VDA as Work Product(s), in connection with the Agreement, are not to be used on other projects or extensions to this project and will be protected under Copyright © 2025, except by written agreement and with suitable compensation to VDA. Notwithstanding anything to the contrary, the parties acknowledge and agree that VDA shall have no responsibility or liability in connection with claims resulting from edits, additions, subtractions or revisions to the Work Product(s) made by Client or third parties without the written consent of VDA.

O. Insurance. 

During the term of this Agreement, VDA will maintain the following insurance: Workers’ Compensation Insurance (statutory limits), Commercial General Liability with a limit of $1,000,000 per occurrence ($2,000,000 aggregate), Automobile Liability with a $1,000,000 combined single-limit,  Umbrella Liability with a limit of $5,000,000.00 (follows form on the underlying CGL & Auto policies), Professional Liability with a limit of $5,000,000 per claim with a maximum deductible not to exceed $150,000. Upon request, insurance certificates will be submitted to the Client.

P. Assignment. 

Neither party hereto shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that VDA may assign its rights or delegate its obligations, in whole or in part, without such consent, to (a) any of its subsidiaries or affiliates, or (b) an entity that acquires all or substantially all of (i) the business or equity of VDA or (ii) the assets of VDA to which this Agreement pertains, in each case, whether by merger, reorganization, acquisition, sale, operation of law or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. In the event VDA desires to delegate work to a Subconsultant, and receives written approval from Client, all Terms and Conditions contained herein shall apply to such Subconsultant.

Q. Termination/Suspension.

VDA may terminate or suspend this Agreement upon providing seven (7) days’ written notice to the Client. The Client may terminate this Agreement only for Cause. Cause shall be defined as: (i) a material breach of this Agreement by VDA; (ii) VDA’s failure to provide services as agreed; (iii) VDA’s negligent performance of services; (iv) VDA’s insolvency; or (v) VDA’s abandonment of the project. In the event of termination by the Client for any reason, the Client shall compensate VDA for all services rendered up to and including the effective date of termination. If services are inactive or suspended for a period of 180 days or more, VDA and the Client shall meet to equitably adjust the fees and schedule for services not yet performed.”

R. Binding of Heirs.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement is binding upon the original parties and their respective heirs, assigns, administrators, executors or legal representatives (as permitted by this Agreement).

S. Severability.

Should one or more provisions within the Agreement be held invalid, illegal or unenforceable, the Agreement will be construed to survive such a holding and the invalid, illegal or unenforceable provisions will not affect any other provisions of the Agreement.

T. Extent of Agreement.

This writing constitutes the sole intention and agreement of the parties. Any and all prior oral and/or written agreements or understandings between the parties are hereby null and void with respect to the subject matter hereof.

U. Force and Effect.

The services set forth in this Agreement shall automatically terminate and be of no further force and effect unless the Client returns a duly executed counterpart of this Agreement to VDA within sixty (60) days of the date first set forth above, time being of the essence.

V. Notices.

All communications under this Agreement shall be in writing, and shall be deemed to be sufficiently given and delivered by the party (i) on the date presented and a receipt is given if sent by Federal Express or other nationally recognized courier, or (ii) on the fourth (4th) day after having been mailed by certified mail, return receipt requested, to a party at the addresses set forth on the cover page of this Agreement, or to such other address as such party may designate to the other party in writing.

W. Forum Selection.

Any and all disputes arising out of or relating to this agreement (including any dispute regarding its validity, enforceability, or interpretation) shall be brought exclusively in the state and federal courts where the project is located, and the parties to this agreement hereby consent to the exclusive jurisdiction of those courts.

A. VDA Indemnification. 

VDA shall be responsible only for the work performed directly by its employees or those persons retained by VDA to perform work in conjunction with this project and shall defend, indemnify and hold harmless the Client against claims, damages, actual out-of-pocket costs or actual out-of-pocket expenses (including, without limitation, reasonable attorney fees) arising out of such performance.

B. Client Indemnification. 

VDA shall not be responsible for the acts or omissions of the Client or any of the Client’s other consultants, contractor(s), sub-consultant(s), vendor(s) their agents or employees, or other persons performing any of the work, and Client shall defend, indemnify and hold harmless VDA against claims, damages, actual out of pocket costs or actual out of pocket expenses (including, without limitation, reasonable attorney fees) arising out of any of the foregoing.

C. Invoicing. 

It is expected that invoices will be paid within thirty (30) days of rendering.  Two percent (2.0%) per interest will be compounded monthly and added to any invoice that is outstanding for over 120 days. The Client shall be responsible for the payment of sales and use taxes which may be imposed or assessed by the State of New York or any other local jurisdiction in connection with the services provided by VDA.  The Client shall indemnify and hold harmless VDA and its agents and employees against any such sales and use taxes, claims or liabilities. In the event the Client fails to pay outstanding invoices within one hundred twenty (120) days, and it is turned over to a third party for collection, Client agrees to pay all of VDA’s costs and expenses of collection, including without limitation, reasonable attorney’s fees and expenses incurred as a result of the foregoing.

D. Overtime.

In the event that the inspection/test exceeds the four (4) hour allotted time per device and/or requires an inspection time/day different from our normal working hours (as noted below), overtime rates may apply.

E. Penalties. 

VDA shall not be responsible for any penalties imposed as a result of the performing agency and/or owner’s failure to comply with mandated procedures or local law.

F. DOBNOW. 

All required DOBNOW signatures must be completed promptly upon request by the elevator contractor or VDA. The Client is responsible, and will indemnify VDA, for any late fees or penalties incurred due to delayed/late filings. Furthermore, Client agrees to have a signed agreement in place with their licensed elevator maintenance contractor for the performance of all required category tests.

G. Scheduling. 

Required scheduling and associated governing authority notifications shall be completed by the Client’s approved Agency (Contractor) responsible for performing the Periodic Testing and coordinated with VDA. prior to confirming the scheduling with all parties concerned and the Department of Buildings Elevator Division.  Five (5) year elevator tests and one (1) year escalator tests shall be scheduled ten (10) days prior to performance of the procedure with the New York City Department of Buildings by the agency (contractor) performing the inspection/test procedure(s).

H. Fire Emergency/Class E/Emergency Power Testing.

Witnessing and certification of tests/inspections do not include operation of fire emergency operating/signal “Class E” systems or emergency power systems.

I. Unsafe Conditions.

The inspection/testing procedures as required by law pose extraordinary operating conditions that may reveal component failures or damage to the equipment as a result of the examination requirements. It is understood and agreed that the third-party witnessing inspection agency and employees shall not be held responsible for any such failures and no damages of any kind shall be assessed against the witnessing inspection agency, affiliates or employees. Client is responsible for shutting an elevator down if a dangerous condition is uncovered until proper repairs can be made.

J. Elevator Contractor Cancellation.

In the event that the Performing Agency (Elevator Contractor) must cancel a test within the timeframes identified in Article VI of the base proposal, the same fees will apply.  Please note: the Owner is responsible for paying said fees.

K. Force Majeure.

Neither VDA nor Client shall be liable for any loss, damage, detention or delay resulting from any cause whatsoever beyond their reasonable control or resulting from a force majeure, including, without limitation, fire, flood, strike, lockout, pandemic or epidemic, civil or military authority, insurrection or war.

L. Waiver of Damages.

Neither VDA nor Client shall be responsible for any consequential damages or punitive damages, or damages based on a claim of loss of business, loss of business opportunity, or loss of revenue.

M. Copyright/Deliverables.

Documents, reports, and specifications prepared or created by VDA as Work Product(s), in connection with the Agreement, are not to be used on other projects or extensions to this project and will be protected under Copyright © 2025, except by written agreement and with suitable compensation to VDA. Notwithstanding anything to the contrary, the parties acknowledge and agree that VDA shall have no responsibility or liability in connection with claims resulting from edits, additions, subtractions or revisions to the Work Product(s) made by Client or third parties without the written consent of VDA.

N. Insurance. 

During the term of this Agreement, VDA will maintain the following insurance: Workers’ Compensation Insurance (statutory limits), Commercial General Liability with a limit of $1,000,000 per occurrence ($2,000,000 aggregate), Automobile Liability with a $1,000,000 combined single-limit,  Umbrella Liability with a limit of $5,000,000.00 (follows form on the underlying CGL & Auto policies), Professional Liability with a limit of $5,000,000 per claim with a maximum deductible not to exceed $150,000. Upon request, insurance certificates will be submitted to the Client.

O. Assignment.

Neither party hereto shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that VDA may assign its rights or delegate its obligations, in whole or in part, without such consent, to (a) any of its subsidiaries or affiliates, or (b) an entity that acquires all or substantially all of (i) the business or equity of VDA or (ii) the assets of VDA to which this Agreement pertains, in each case, whether by merger, reorganization, acquisition, sale, operation of law or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. In the event VDA desires to delegate work to a Subconsultant, and receives written approval from Client, all Terms and Conditions contained herein shall apply to such Subconsultant.

P. Termination/Suspension.

This Agreement may be terminated or suspended by either party upon seven (7) days written notice thereof to the other party. In the event this Agreement is terminated by Client for any reason, Client will pay VDA for all services rendered prior to and including the effective date of such termination. In the event the services are inactive or suspended, for a period of or exceeding 180 days, VDA and Client shall meet and equitably adjust the fees and schedule for the services not rendered.

Q. Binding of Heirs.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement is binding upon the original parties and their respective heirs, assigns, administrators, executors or legal representatives (as permitted by this Agreement).

R. Severability.

Should one or more provisions within the Agreement be held invalid, illegal or unenforceable, the Agreement will be construed to survive such a holding and the invalid, illegal or unenforceable provisions will not affect any other provisions of the Agreement.

S. Extent of Agreement. 

This writing constitutes the sole intention and agreement of the parties. Any and all prior oral and/or written agreements or understandings between the parties are hereby null and void with respect to the subject matter hereof.

T. Force and Effect.

The services set forth in this Agreement shall automatically terminate and be of no further force and effect unless the Client returns a duly executed counterpart of this Agreement to VDA within sixty (60) days of the date first set forth above, time being of the essence.

U. Notices.

All communications under this Agreement shall be in writing, and shall be deemed to be sufficiently given and delivered by the party (i) on the date presented and a receipt is given if sent by Federal Express or other nationally recognized courier, or (ii) on the fourth (4th) day after having been mailed by certified mail, return receipt requested, to a party at the addresses set forth on the cover page of this Agreement, or to such other address as such party may designate to the other party in writing.

V. Forum Selection.

Any and all disputes arising out of or relating to this agreement (including any dispute regarding its validity, enforceability, or interpretation) shall be brought exclusively in the state and federal courts where the project is located, and the parties to this agreement hereby consent to the exclusive jurisdiction of those courts.