RFP Mississippi Department of Information Technology

PREVENTATIVE MAINTENANCE AGREEMENT

This Agreement ("Agreement") is made as of the day of , , by and between (""), , Mississippi, and (""), , Mississippi.

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 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 ;

(B) , which consists of ;

(C) , which consists of ;

(D) , which consists of ;

(E) , which consists of ;

(F) , which consists of ;

(G) complex, which consists of units;

(H) , which consists of unit.

and further agree that additional 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 subject to this Agreement a minimum of every sixty (60) days:

(A) ;

(B) ;

(C) ;

(D) ;

(E) ;

(F) ;

(G) ;

(H) ;

(I) ;

(J) ;

(K) ;

(L) ;

(M) .

Section 3. PRICE FOR SERVICES. In consideration for providing the services set forth in Section 2, agrees to pay $ , plus sales tax, per covered by this agreement for each time that said 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 day and the 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 A.M./P.M.. through and all day on or any Holiday that is normally closed.

Section 5. PRICE FOR REPLACEMENT PARTS. agrees to provide to all necessary and approved replacement parts at cost plus percent ( ) and applicable sales tax.

Section 6. PRICE FOR further agrees to provide with necessary at the price of $ per pound for and $ per pound for .

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 and that any non-contaminated and useable so reclaimed and recycled will be used, to the extent feasible, prior to use by of new .

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 States of America and the State of Mississippi, including but not limited to the rules and regulations of the Federal Environmental Protection Agency and the Mississippi Department of Environmental Quality. also agrees to keep all of property and improvements free and clear of all liens and encumbrances which might arise out of 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 enterprise.

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...

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...

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...

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 ensure 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...

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...

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...

Section 19. NON-WAIVER. No delay or failure by either party to exercise any right under this Agreement...

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 Mississippi.

WITNESS THE SIGNATURES of the parties hereto on this day of , .