Fill and Sign the Hvac Agreement Form

HVAC Subcontractor Agreement Contract made on the       day of       , 20       , between       , a corporation organized and existing under the (Name of Contractor) laws of the state of       , with its principal office located at (Name of State)       , referred to herein as of Contractor, and (Street Address, City, County, State, Zip Code)       , a corporation organized and existing under the (Name of Subcontractor) laws of the state of       , with its principal office located at (Name of State)       , referred to herein as Subcontractor. (Street Address, City, County, State, Zip Code) Whereas, Contractor has obtained an Agreement from the Owner for the maintenance of the Equipment, a description of which is attached hereto as Exhibit A and made a part hereof by reference thereto; and Whereas, Contractor desires certain maintenance work to be carried out for the Equipment as per the Scope of Work, a description of which is attached hereto Exhibit B and made a part hereof by reference thereto; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Scope of Work . A. Subcontractor will perform the work as per specifications mention in Exhibit B . B. Subcontractor will provide the service during normal business hours Monday thru Friday       a.m. to       p.m. C. This Contract does not cover losses, damages due to external causes not limited to unauthorized service rendered by other than Subcontractor, power loss/interruption, plumbing, water, foliage, acts of God or any other situation out of the Subcontractor’s control. D. This Contract is a maintenance service contract for the purpose of making only normal adjustments to the Equipment. A seasonal start up and shut down with maintenance inspection including filter changes will be performed as needed. Filters for Equipment shall be supplied by the Subcontractoror. HVAC Subcontractor Agreement Page 1 of 7 E. Efficiency Test. Subcontractor will, at Contractor’s request, option and expense, perform a yearly efficiency test. The test will be performed after any repairs or adjustments have been completed pursuant to this contract. Upon completion of the test, Subcontractor will provide Contractor with a form listing the values for carbon monoxide, carbon dioxide or oxygen content, the net stack temperature, and the smoke level, as appropriate, and the steady-state efficiency (expressed in a percentage) determined therefrom. F. Repair Parts. Parts will be supplied at no cost under the manufacturer’s warranty as long as the manufacturer’s warranty is in effect. If the cost of repair is more than the cost of a new appliance, repair will not be performed under this Agreement. G. Exclusions. Items not covered under the Scope of Work are: 1. Plumbing, leaking or damage to valves, Copper piping, pans, sheetrock, flooring, walls, furniture, landscaping, household furnishings, etc.; 2. Light Bulbs, timers, programmable thermostats, pumps, sensors, transmitters or receivers. 3. Central Air Conditioning/Heating/Appliances: (i) sealed system parts (compressor, evaporator, condenser, and piping) beyond the original manufacturer’s warranty; (ii) defrost boards, electric heaters, logic boards, circuit boards, expansion valves, air cleaning devices condensation pumps, humidifiers/dehumidifiers change over valves, zone valves, damper motors and controllers; (iii) freon; (iv) metal cabinets, burners, gas or oil heat equipment or components and finishes; (v) internal heaters, hinges, contactors, motors, capacitors, switches, economizers, relays, thermostats, batteries, wiring, glass shelving, pads, duct work, rewiring due to shortages or sabotage by others. 4. Electrical burglar alarms, panels, inadequate service, underground wiring, circuit breakers, disconnects, lighting fixtures, outside panels, attic and ceiling fans, switches and outlets, shorts, wall outlets and lighting. 5. Gas or water leaks or repair thereof, insulation and duct work, electrical service and control wiring failure, failures from inadequate power, plumbing and or leaks, scaling, corrosion, leakage or contamination of coils, condenser, evaporator or, refrigeration lines, recording or instrument lines, cabinet or condensate pans & lines, moving or relocating equipment, heating controls or burners. 6. This contract does not cover preexisting conditions. HVAC Subcontractor Agreement Page 2 of 7 II. Quality. A. Subcontractor shall use trained and experienced workmen having all necessary skills needed to satisfactorily complete the work. Subcontractor shall finish the work on schedule. B. Subcontractor shall guarantee all material to be as specified. C. Subcontractor shall perform the work in a workmanlike manner according to industry standard practices. Any deviation from agreed specifications, involving extra costs, will be executed only after written confirmation of Contractor is obtained in advance. III. Payment. A. Contractor shall pay an advance payment of $       to Subcontractor       weeks prior to the commencement of the work. Another payment of (Number) $       will be paid, upon completion of 50% of the work. The balance of $       will be paid upon full and satisfactory completion of the work. B. Any pre-approved additional cost will be paid as per Agreement between the Parties. IV. Insurance. Prior to the execution of any work, Subcontractor will obtain General Liability Insurance and Workers’ Compensation Insurance and will provide Certificates of Insurance to Contractor, with Contractor named as Certificate Holder. V. Warranty and Indemnity. A. Subcontractor warrants the quality of all materials and workmanship for a period of five years. Any defects in the materials or workmanship will be repaired or replaced at no cost to Contractor. B. Subcontractor shall defend, indemnify and hold harmless Contractor against all claims, liabilities, expenses, costs, loss or damage of whatsoever nature (including legal costs on a full indemnity basis incurred by Contractor) brought against, suffered or incurred by Contractor, and defend any suit brought against Owner, arising out of or in connection with this Contract , including without prejudice to the generality of the foregoing: 1. Any breach of the terms and conditions of this Agreement by the Subcontractor; 2. Any act, omission, fraud and negligence or default whatsoever of Subcontractor, employees or agents employed by Subcontractor to perform its obligations hereunder; HVAC Subcontractor Agreement Page 3 of 7 3. Any wrongful, incorrect, dishonest, criminal, fraudulent or negligent work, misfeasance, bad faith, disregard of its duties and obligations hereunder, service, act or omission of /by Subcontractor or any of its personnel. VI. Termination. A. This Agreement shall commence from the Commencement Date specified in Exhibit A , and continue for a period of       years, unless (Number) terminated earlier by the Contractor. B. Termination. Contractor shall have the option to terminate this Agreement, C. In the event that the Subcontractor fails to complete any part of the work on the deadlines agreed with Contractor, and as agreed in Exhibit A ; D. In the event that the Subcontractor is in material breach of any of its covenants under this Agreement and where capable of remedy, fails to remedy such breach within fifteen (15) days of being notified by Contractor to remedy the breach. E. Without prejudice to any other rights or remedies it may have, Contractor shall have the right at any time to terminate the Agreement forthwith by serving a written notice of termination on Subcontractor: 1. Subcontractor becomes insolvent or ceases to trade or enters into any composition with its creditors; or 2. A bankruptcy order is made against Subcontractor; or 3. A Receiver or an Administrative Receiver is appointed in respect of any of the assets of Subcontractor; or 4. An order to wind up Subcontractor’s business is made or a Liquidator is appointed in respect of Subcontractor (otherwise than for the purposes of reconstruction or amalgamation). 5. If Subcontractor is prevented from providing the services by any court, other judicial, quasi-judicial, governmental orders, for any reasons attributable to Subcontractor. F. Effect of Termination . Notwithstanding any other rights and remedies provided elsewhere in the Agreement, on termination of this Agreement with effect from the effective date of termination and thereafter: 1. Neither Party will represent the other Party in any of its dealings. HVAC Subcontractor Agreement Page 4 of 7 2. The expiration or termination of this Agreement for any reason whatsoever shall not affect any obligation of either Party having accrued under the Agreement prior to the expiration or termination of this Agreement and such expiration or termination shall be without prejudice to any liabilities of either Party to the other Party existing at the date of expiration or termination of this Agreement. VII. Expenses. Subcontractor agrees to bear all reasonable out-of-pocket expenses and costs (including reasonable attorney and other professional fees and expenses) incurred in connection with the transactions contemplated by Agreement. VIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. IX. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. X. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XI. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XIII. Mandatory Arbitration . Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIV. Entire Agreement . This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. HVAC Subcontractor Agreement Page 5 of 7 XV. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XVI. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XVII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XVIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Contractor) (Subcontractor) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) HVAC Subcontractor Agreement Page 6 of 7 HVAC Subcontractor Agreement Page 7 of 7