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<br /> Scheduled Maintenance Terms and Conditions
<br /> 1. William A. Harrison, Inc. d/b/a Harrison Energy Partners (hereinafter"HEP") shall perform its proposal, maintenance agreement, and these
<br /> parameters,when signed by both parties(collectively,the "Agreement"), by trained mechanics directly employed or supervised by HEP and
<br /> qualified to keep Client's equipment operating properly.
<br /> 2. HEP shall not be required to furnish any item of equipment recommended or required by any insurance company or federal, state,or local
<br /> government or other regulatory authority.
<br /> 3. HEP's invoices are due upon receipt.The person or entity identified in HEP's proposal as the customer(hereinafter"Client")shall be responsible
<br /> for all taxes applicable to the services and/or materials hereunder.Should any payment due by Client become 30 days or more delinquent,HEP
<br /> may give written notice to Client of such delinquency. If full payment of the delinquent amount is not made within five(5) business days after
<br /> the date of such notice, HEP has the option to declare this Agreement terminated, and if so terminated, all monies owed by Client shall be
<br /> immediately payable upon written demand. The maximum interest rate allowed by law may be charged on delinquent accounts over 30 days.
<br /> 4. The original term of this Agreement shall be for one(1)year from the execution of this Agreement and will renew automatically for additional
<br /> one-year terms unless either party shall furnish the other party written notice of termination no later than 30 days prior to the end of any yearly
<br /> term of the Agreement.The Agreement may also be terminated as provided in Sections 11 and 17.1 below.
<br /> 5. The annual Agreement price is subject to adjustment upon each renewal term to reflect increases in labor,material and other costs.
<br /> 6. All planned preventive maintenance service work under this Agreement is to be performed during the regular working hours of our regular
<br /> working days,Monday through Friday,excepting state and federal holidays.
<br /> 7. Client agrees to use exclusively HEP for the service and repair work of the listed equipment and promptly notify HEP of any condition of the
<br /> equipment that is unusual or that may adversely affect its operation and reliability.Should anyone other than HEP's personnel perform such
<br /> work,HEP may,at its option,cancel this Agreement or eliminate the involved item of equipment from inclusion in this Agreement.HEP shall not
<br /> be required to make replacements or repairs necessitated by reason of Client's negligence or other abuse or misuse,or by reason of any other
<br /> cause beyond HEP's control,including but not limited to equipment that has exceeded its useful life or faulty design of the equipment or system,
<br /> unless designed by or on behalf of HEP.
<br /> 8. When emergency or regular service is made at Client's request under the Agreement and such service is caused by Client's improper operation
<br /> or misuse of the equipment,or by any other cause beyond the control of HEP,HEP reserves the right to charge Client for such emergency call,
<br /> repairs and/or replacements in accordance with the then current service labor rates,subject to the rate provisions,if any,listed in the proposal's
<br /> scope of services("Scope of Services").In the event that a given piece of equipment,part,or component requires replacement or repair,HEP
<br /> reserves the right to decide it its sole discretion whether the component,part,or.equipment shall be repaired or replaced to maintain optimum
<br /> operation of that equipment. Prompt notice of that decision will be given to the Client. If a service call is made at Client's request, and an
<br /> inspection indicates a condition which is not covered under this Agreement,HEP may charge Client at the rate then in effect for such services
<br /> and materials.
<br /> 9. Unless otherwise provided in the Scope of Services, this Agreement applies only to the maintainable and moving portions of the system(s).
<br /> Unless otherwise provided in the Scope of Services,the Agreement does not include the maintenance,repair,or replacement of:recording or
<br /> portable instruments, electrical disconnect switches, casing or cabinets, ductwork, boiler shell and tubes, cabinets, main power service and
<br /> electrical wiring,circuit boards,piping,refrigerant, refrigerant piping,the replacement of refrigerant, refrigerant systems,or refrigerant types
<br /> due to system leaks or changes in law and/or regulation,DDC Controls,tube bundles,valve bodies,heat exchangers,evaporator or condenser
<br /> coils,structural supports,gas valves,oil storage tanks and other similar items,insulation of any equipment,damage from freezing,damage from
<br /> power fluctuations,corrosion,electrolysis,drain stoppage or plumbing beyond equipment,gas lines,domestic water lines,non-moving parts of
<br /> heating,cooling and ventilating equipment such as interconnecting communication wiring,ductwork,boiler shell,tubes and refractory material
<br /> and other like items,air balancing,cooling tower framework and fill,any asbestos related work,chemical or water treatment,and other special
<br /> equipment required by insurance,government regulations,or codes.
<br /> 10.Client shall provide HEP with reasonable means of access to equipment being serviced. HEP shall be permitted to start and stop all equipment
<br /> necessary to perform the herein-agreed services as arranged with,and approved by(such approval will not be unreasonably withheld),Client's
<br /> representative, provided that HEP will not unreasonably interfere with the Client's business or the operation of the Client's facility. Service
<br /> Provider shall not be required to move,replace,or alter any part of the building structure in the performance of this Agreement.
<br /> 11.It is mutually understood that the listed equipment is in proper operating condition. If,upon HEP's initial inspection of the equipment or system,
<br /> HEP determines that repairs are necessary,the rates in the Scope of Service will not be effective until the repairs have been completed by HEP
<br /> at then prevailing labor and material rates. If Client does not authorize the repairs, HEP may either terminate this Agreement or remove the
<br /> unacceptable system(s),component(s)or part(s)from its scope of responsibility and adjust the annual agreement price accordingly.
<br /> 12.Harrison Energy Partners and its affiliates are not Trane Authorized Dealers,Distributors,or Service Providers.
<br /> 13.In the event of riot,war, rebellion,fire,flood,act of God,terrorism,act of governmental authorities or any other cause beyond the control of
<br /> the parties hereto which renders it impossible for either party to comply with the terms of this Agreement(a Force Majeure Occurrence),there
<br /> shall be no liability for non-compliance caused thereby during the continuance thereof; provided, however, in the event of any such Force
<br /> Majeure Occurrence affecting a party's ability to perform hereunder,such party shall use its reasonable efforts to eliminate the cause of such
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