2023-487-E-AMS-southern air-Preventive Boiler Maintenance Agreement

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License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Preventive Maintenance Terms and Conditions The following terms and conditions apply to the Preventive Maintenance Contract, between Southern Air, Inc. (“Contractor”), and the Customer. 1. Term of Agreement: This Agreement shall be in effect for twelve (12) months and shall automatically renew unless terminated by written notice from either party thirty (30) days prior to the annual renewal date. The rates charged under this Agreement are subject to adjustment annually to reflect increased labor, material and other costs. 2. Scope of Services and Fees: The intent of this Agreement is to provide routine preventive maintenance service on the Customer’s equipment listed in the attached Equipment Inventory. The services covered by this Agreement are listed in the Scope of Work attachment. Repairs, installations, and/or other services outside the preventive maintenance scope of work shall be billed as additional work using the rates and charges agreed upon herein. The Contractor shall include all applicable taxes in its invoices to the Customer. 3. Payment Terms: Terms of payment for Contractor invoices to the Customer are Net thirty (30) days. Invoices paid outside of these terms are subject to a late charge of 1.5% per month. In the event invoices are not paid within sixty (60) days, Contractor may stop all work under this Agreement without notice and may cancel this Agreement with no further obligation to provide services to the Customer and the unpaid balance of the annual contract amount shall become immediately due and payable. If the Customer pays by credit card a 3% charge will be added at the time of payment. 4. Governing Law: This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Virginia. The Contractor and Customer consent to the exclusive jurisdiction of Lynchburg, Virginia for resolution of any disputes arising under this Agreement. The prevailing party in any dispute related to this Agreement shall be entitled to recover reasonable legal fees from the other party. 5. Indemnification: To the fullest extent permitted by law, the Contractor and Customer shall indemnify and hold harmless one another, their agents, officers and employees from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees arising out of or resulting from performance of work hereunder, provided that such claim, damage, loss or expense is caused in whole or in part by anyone for whose acts the responsible party may be liable. Action resulting from any claim arising from the performance, nonperformance or other reasons under this Agreement shall be commenced within one (1) year from the date of the event which caused such claim. Under no circumstances, whether arising in contract, tort, including negligence, or otherwise shall Contractor be responsible for loss of use, loss of profit, increased operating or maintenance expenses, claims of customers or tenants or any special, indirect or consequential damages. The Contractor shall not be liable for delays or failure to provide services due to conditions or circumstances outside of its reasonable control including but not limited to weather, strikes, war, riot, acts of God, unavailability of machinery, equipment or materials, or delays in transportation by third parties. 6. Davis-Bacon Act: Payment of Davis-Bacon Act or other type prevailing wage rates: It is the responsibility of the customer to advise the contractor whether payment of these wages is necessary per funding for the project. Please request an alternate proposal if payment of prevailing wages of any type is necessary. Pricing: This cost does not include the payment of Davis-Bacon Act or other type prevailing wage rates. It is the responsibility of the customer to advise the contractor whether payment of these wages is necessary as per funding for the project. Please request an alternate proposal if payment of prevailing wages of any type are necessary. Page 10 of 12 DocuSign Envelope ID: 150F5FF0-7BF2-4B98-90F6-34A8158BF405