Business Citation PDF

BUSINESS CITATION PDF

This Business Citation and Compliance Agreement ("Agreement") is made between:

RECITALS (WHEREAS)

WHEREAS, the Client has received a formal administrative citation alleging noncompliance with applicable municipal, state, or regulatory requirements and requires professional services to address, contest, cure or otherwise resolve the citation; and

WHEREAS, the Service Provider represents that it is duly qualified and experienced to provide compliance, remediation, legal-administrative coordination, and related services to assist the Client in responding to and resolving the citation; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

CITATION DETAILS

Citation Number:

Issuing Authority:

Violation Code/Reference:

Citation Date:   Fine Amount Assessed: $

SCOPE OF WORK

The Service Provider shall perform the following services for the Client in connection with the citation and related compliance matters. The description below sets the minimum obligations; any additional tasks will require written amendment.

Specifically, the Service Provider's duties may include: preparing and filing administrative responses or appeals, coordinating inspections, preparing mitigation plans, attending hearings, negotiating abatement or settlement terms, and implementing corrective actions necessary to satisfy the Issuing Authority.

PAYMENT TERMS

Fee for Services (Flat Fee or Estimated Total): $

Late Payment: Unpaid amounts shall incur a late fee of of the outstanding balance per month, or the maximum permitted by law, whichever is less. Client will also be responsible for reasonable collection costs and attorney fees incurred to collect overdue amounts.

Taxes and Third-Party Costs: Client shall be responsible for any governmental fines assessed as part of the citation, any filing fees, permit fees, or third-party costs advanced by the Service Provider in connection with remediation, unless otherwise agreed in writing.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision and fails to cure within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice, subject to payment for services performed through the termination date.

Obligations that by their nature survive termination, including confidentiality, indemnification for acts occurring prior to termination, and obligations to pay for services rendered, shall survive termination or expiration.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, financial, technical, or operational information disclosed by one party to the other in connection with this Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) restrict disclosure to employees, agents, or contractors with a need to know who are bound by substantially similar confidentiality obligations.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without obligation of confidentiality, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates with reasonable protective measures.

INDEMNIFICATION; INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement. Service Provider shall maintain commercially reasonable professional liability and general liability insurance during the term and furnish certificates upon request.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the county in which the Client's principal place of business is located, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The Service Provider is an independent contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail via certified mail, or one (1) day after deposit with a nationally recognized overnight courier.

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