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Chilled Water System RCx/ <br />Refurbishment Proposal <br />TERMS AND CONDITIONS <br />PERFORMANCE OF WORK. McKinstry shall perform the scope of work ("Work") specified herein. McKinstry <br />shall furnish all services necessary to perform the Work and perform the Work to completion diligently, <br />expeditiously and with adequate forces. Customer shall use its best efforts to provide all information, <br />materials, documents, and assistance that is reasonably required for McKinstry to perform any and all aspects <br />of the Work. <br />PAYMENTS. Customer shall pay McKinstry the compensation specified herein ("Price") for the value of Work <br />that McKinstry has completed, as the Work is completed. Customer shall pay McKinstry within thirty (30) days <br />of receiving an invoice. McKinstry will be entitled to interest at the maximum rate allowed by law on all sums <br />overdue and unpaid from the date due. <br />WARRANTIES. Customer shall receive a one (1) year warranty that covers labor and materials provided by <br />McKinstry as part of the Work. This warranty commences on the date that the portion of the Work warranted <br />is substantially complete. However, McKinstry makes no warranty whatsoever regarding components of the <br />Work provided by third parties, and in such case the terms of the third party's warranty, including <br />manufacturers' warranties, if any, shall apply between Customer and the third party. The warranties in this <br />section are exclusive and in lieu of all other warranties, whether express or implied. <br />TERMINATION. Either Party may terminate this agreement upon fifteen (15) days written notice to the other <br />Party. In such case the rights and obligations of each Party that arose prior to the termination date shall <br />survive such termination, except that McKinstry shall have no obligation to perform Work after termination. <br />DISPUTES. In case of dispute between the Parties, the Parties will attempt to negotiate a resolution. If a <br />dispute remains unresolved more than thirty (30) calendar days after the commencement of negotiation, then <br />the Parties shall pursue mediation. If any dispute remains unresolved more than sixty (60) calendar days after <br />the commencement of mediation, then either Party may commence binding arbitration. No litigation will be <br />commenced by either Party unless all of the foregoing steps have been pursued to completion. <br />CHOICE OF LAW, VENUE. The validity, interpretation, and performance of this agreement shall be governed <br />by the laws of the state in which the Work is performed. The venue for resolving any dispute shall be the <br />county in which the Work is performed. <br />FORCE MAJEURE. Neither McKinstry nor Customer shall be conSidered in breach of this agreement to the <br />extent that the Party's performance is prevented by an event or events that are beyond the control of such <br />party, including but not limited to acts of God, fire, earthquake, flood, storm, war, rebellion, revolution, <br />insurrection, riot, strike, nuclear contamination, and/or acts or threats of terrorism. <br />NO WAIVER. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, <br />failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver. <br />INTELLECTUAL PROPERTY. Intellectual property provided by McKinstry to Customer as part of the Work are <br />instruments of service owned by McKinstry and are not "work made for hire" as such term is defined under <br />U.S. copyright law. When the Work is performed to completion, McKinstry grants to Customer a limited license <br />to use the Intellectual Property to operate, maintain, renovate, and manage the subject matter of the Work. <br />DAMAGES LIMITATION. Neither party shall be liable for any consequential, indirect, speCial, incidental, <br />exemplary, or similar, damages or losses, including loss of profits, whether based in contract or tort or any <br />other theory, even if a party has been advised of the possibility of such damages . Furthermore, the total <br />aggregate liability of either party, under any theory, is limited to the agreement Price. <br />INDEMNIFICATION. Each party shall indemnify and hold harmless the other party from and against all third