Fill and Sign the Preventative Maintenance Agreement Air Conditioning Equipment Form

PREVENTATIVE MAINTENANCE AGREEMENT This Agreement ("Agreement") is made as of the _____ day of ______________, _____, by and between __________________________________ ("___________________________"), _____________________________________________________________________ (address) , and ________________________________________ ("______________________________"), __________________________________________________________________ (address). NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ____________________________ and _________________________________ do hereby agree as follows: Section 1. EQUIPMENT TO BE SERVICED. ___________________________shall service and maintain, as set forth in Section 2 below, the forty-three (43) HVAC units more particularly described by model and serial numbers in Exhibit "A" attached hereto and incorporated herein by reference, and located on the following farms and properties of ___________________________: (A) __________, which consists of nine (9) units; (B) __________, which consists of one (1) unit; (C) __________, which consists of three (3) units; (D) __________, which consists of two (2) units; (E) __________, which consists of three (3) units; (F) __________, which consists of two (2) units; (G) __________ complex, which consists of twenty-two (22) units; (H) __________, which consists of one (1) unit. ___________________________ and ___________________________ further agree that additional HVAC units may be added to the Agreement upon the same terms and conditions contained herein by written addendum executed by both parties. Section 2. SERVICES TO BE PROVIDED. In consideration of the amounts set forth below, ___________________________ agrees to provide the following preventative maintenance and service for the HVAC units subject to this Agreement a minimum of every sixty (60) days: (A) Check air conditioning equipment during the cooling season for performance and need repairs; (B) Check heating equipment during the heating season for performance and needed repairs; (C) Oil all fan motors; (D) Clean/wash condenser and evaporator coils; (E) Clean/wash or replace air filters; (F) Clean evaporator drain pan and line; (G) Check refrigerant oil (if possible) and freon during cooling season; (H) Check electrical wiring and repair minor deficiencies; (I) Adjust thermostat as needed; (J) Provide ________________________ with a written service check list for each HVAC unit, showing items checked and any preventative maintenance preformed; (K) Ignite pilot lights, if applicable, prior to heating season; (L) Check HVAC units for freon leaks and repair any leaks located; (M) Provide ______________________ with preferential treatment over all other customers and clients. Section 3. PRICE FOR SERVICES. In consideration for _______________________ providing the services set forth in Section 2, _______________________ agrees to pay ________________________ ($_______________), plus sales tax, per HVAC unit covered by this agreement for each time that said HVAC units are serviced during the existence of this Agreement. ___________________________ agrees that all preventative maintenance and services designated in Section 2 above shall first be performed during the month of _________________, ____ and shall be conducted between the first day and the tenth day of every other month thereafter. ___________________________ shall invoice _________________ for all services performed under this Agreement within thirty (30) days after the performance of said services and ___________________________ shall pay such invoices in accordance with its normal procedures. Section 4. COST OF ADDITIONAL LABOR. ___________________________ further agrees to provide to ___________________________ such emergency or additional labor as is requested by ___________________________ for repairs and maintenance over and above its regularly described preventative maintenance services Such emergency and additional labor shall be provided by ___________________________ at the rate of $__________.____ per hour for regular time and the rate of $__________.___ per hour for non-regular time. For the purposes of this agreement, non-regular time shall be considered all time after __ o'clock ____ Monday through Saturday and all day on Sunday or any Holiday that ___________________________ is normally closed. Section 5. PRICE FOR REPLACEMENT PARTS. ___________________________ agrees to provide to __________ all necessary and approved replacement parts at __________________s' cost plus _____ percent (___) and applicable sales tax. Section 6. PRICE FOR FREON. ___________________________ further agrees to provide ___________________________ with necessary freon at the price of $____.____ per pound for R-22 and $___.___ per pound for R-12. Freon prices are subject to change upon ___________________________ providing ___________________________ with thirty (30) days written notice of such change. Provided, however, ___________________________ agrees that it will reclaim and recycle all freon and that any non-contaminated and useable freon so reclaimed and recycled will be used, to the extent feasible, prior to use by ___________________________ of new freon. Section 7. WARRANTY. ___________________________ further warrants and agrees that work, services, labor and/or materials provided hereunder shall be done in a workmanlike manner and in accordance with all governmental laws, regulations, requirements, and standards of the United Sates of America and the State of __________, including but not limited to the rules and regulations of the Federal Environmental Protection Agency and the ___________________________ Department of Environmental Quality. ___________________________ also agrees to keep all of ____________________'s property and improvements free and clear of all liens and encumbrances which might arise out of _______________________s' work. Section 8. RELATIONSHIP OF PARTIES. It is understood and agreed by the parties that the relationship of ___________________________ to ___________________________ is strictly that independent contractor and that ___________________________ is neither an employee of ___________________________ nor does ___________________________ have any ownership in _______________________'s enterprise. The parties further agree that this Agreement shall not be construed as a joint venture or partnership and that ___________________________ is not and shall not be deemed to be an agent or representative of ______________________. As an independent contractor, ___________________________ shall utilize its own employees, equipment and tools. The working conditions, wages, salaries and all other forms of compensation of _____________________s' employees shall be the sole responsibility of __________________________. Section 9. INSURANCE. ___________________________ does further agree and covenant that it will procure the type(s) and amount(s) of insurance coverage specified on Exhibit "A" attached hereto and incorporated herein by reference in connection with the work, services, labor and/or materials to be rendered to or for the benefit of ___________________________ with ___________________________ to be named as an additional insured and/or alternative employer on said insurance policy(ies). Said insurance policy shall be in an amount sufficient and satisfactory to ___________________________ and shall contain a provision whereby the insurance company waives any rights of subrogation or rights to pursue a claims against ___________________________ and shall contain a provision covering contractual indemnification liability. ___________________________ will further furnish a certificate of insurance, evidencing the type(s) and amount(s) of insurance coverage specified on Exhibit "A", in a form satisfactory to ___________________________and which designates and names ___________________________ as a named insured on the policy and sets forth the waiver outlined above. In addition, ___________________________ agrees to furnish ___________________________ with such additional or updated certificates of insurance as ___________________________ may request from time to time. Section 10. INDEMNITY. Notwithstanding any provision to the contrary, ___________________________ does hereby for itself, and its heirs, executors, administrators, officers, directors, shareholders, partners, owners, employees, agents, representatives, subcontractors, successors, and assigns, agree and covenant to indemnify and save and hold harmless and defend ___________________________ and its affiliates, officers, directors, shareholders, agents, employees, successors and assigns from any and all claims, demands, actions, causes of action, suits at law or in equity, damages, liabilities, fines, costs, expenses, and losses of any kind or nature whatsoever, including, but not limited to, loss of profits, whether now known or unknown, contingent, unliquidated, direct or indirect, which may now exist or which may hereafter arise out of, or are connected with or are related to supplying and/or providing goods, supplies, materials, parts, freon and/or other items, goods, or services of any kind or description, to performing or providing work or services, to transport goods, or to performing or providing other work or services of any kind or description and/or to transacting business of any kind, nature, or description with, to or for ___________________________ and/or entering onto and/or utilizing all or any portion of any property and/or facility owned or leased by ___________________________ for the purposes of supplying, performing and/or providing the same regardless whether the same is provided, supplied, or performed directly or indirectly by __________, its subcontractors, employees, representatives, agents or assigns. The parties agree to ___________________________, recovery under this Section 9 only if the losses suffered are not covered by the policies of insurance carried by ___________________________ and payment is not made under said policies. Section 11. TERM. The term of this Agreement shall be from ___________, _____ through __________________, _____. Section 12. DEFAULT. If ___________________________ defaults in compliance with any term or covenant contained herein, ___________________________ shall give the __________ five (5) days written notice to cure the default. If ___________________________, prior to the expiration date of the notice, has neither cured the default nor given ___________________________ adequate security for the remedy thereof, then ___________________________ may, at its option and without waiving or releasing any obligation or default on the part of ___________________________, immediately terminate this Agreement without notice or take any other such action available in law or equity as ___________________________ deems appropriate to remedy ______________________'s breach or default, including the right to contract for or hire with another person or entity to complete the specified work or remedy the breach and offset the amount charged by such person or entity against any present or future amounts owed ___________________________ hereunder. Section 13. TERMINATION. This Agreement shall remain in full force and effect until the earlier of the expiration of the term set forth in Section 11 or until thirty (30) days after written notice of termination is given to the other party; provided however, that any such termination shall not, in any event, be effective until any and all such Business Transactions undertaken or in progress at the time such notice is given are fully and finally completed and provided further, termination shall only be effective from and after the effective date of said termination and shall not affect claims, damages, demands, liabilities, losses, and other causes of action which accrued prior to the effective date of said termination. Section 14. HEADINGS . Headings in this Agreement are for reference and convenience only and shall not be used to interpret or construe its provisions. Section 15. BENEFIT . The provisions of this Agreement shall be binding on and enure to the benefit of both parties and their respective legal representatives, successors and assigns. Section 16. ENTIRE AGREEMENT . This Agreement supersedes all agreements previously made between the parties relating to its subject matter. This Agreement contains all of the agreements and conditions made between the parties hereto, and there are no other understandings or agreements between them, except as otherwise provided herein. This Agreement may not be modified orally or in any manner other than by agreement in writing signed by all parties hereto or their respected successors and interests. Section 17. PARTIAL INVALIDITY . If any section, paragraph, sentence or other portion of this Agreement or the application thereof to any party or circumstance shall, to any extent, be or become invalid or illegal, such provision is and shall be null and void, but, to the extent that said null and void provisions do not materially change the overall Agreement and intent of this entire Agreement, the remainder of this Agreement shall not be affected thereby and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent provided by law. Section 18. ATTORNEY'S FEES . It is further understood and agreed by and between ___________________________ and ___________________________ that if, on account of breach or default by either party of any of their respective obligations hereunder, it shall become necessary for the either party to employ and/or consult with an attorney to give advice, or to enforce or demand any of such parties rights or remedies hereunder, then, and in any such event, non-performing party shall pay reasonable attorney fees, court costs and other expenses occasioned by such default(s). Section 19. NON-WAIVER. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise thereof, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. Section 20. NOTICES . All notices and communications required to be sent pursuant to the terms of this Agreement shall be given by personal delivery or shall be sent by certified mail, return receipt requested, United States postage, prepaid, as follows: ___________________________ ___________________________ Section 21. INTERPRETATION . Whenever used herein, and to the extent appropriate, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and neuter. Section 22. ASSIGNMENT . ___________________________ shall not assign or otherwise transfer this Agreement or any rights hereunder without the express written consent of ___________________________. Section 23. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the laws of the State of _________________. _______________________________