CONTRACT FOR MAINTENANCE (FOR A TENANT RECEIVING HVAC MAINTENANCE FROM A LANDLORD)

THIS CONTRACT FOR MAINTENANCE ("Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] ("Tenant") and [_____________], a [_____________] corporation with an address at [_____________] ("Landlord").

The parties agree as follows:

Section I. Scope of Agreement. Landlord agrees to maintain in good working condition, repair, refurbish or replace at its sole cost and expense, all of the heating, ventilation and air conditioning ("HVAC") components of the building leased by Tenant located at: [_____________] (the "Building"). Landlord's obligation extends up to the point of delivery of the hot and cold water to the distribution centers of the Building, as well as the package air conditioning units and exhaust fans units on the roof of the single-story portion of the Building, including all relevant equipment within the various mechanical rooms that serve each of the Building, and the following existing components within the primary mechanical room of the Building:

1. [_____________] compressors.

2. The cooling tower.

3. [_____________] motors which drive the compressors of the existing HVAC system.

4. Related refrigeration system appurtenances and components.

5. [_____________] boilers and associated tanks, pump and ping appurtenances.

6. Existing controls and piping for the equipment in the HVAC mechanical room.

7. Equipment within each fan room, including central air handlers.

8. Primary control system.

9. Pneumatic control "front end system".

10. Chemical water treatment.

11. Direct digital control system for central heating and cooling plant equipment.

12. Control air compressor and refrigerated air dryer.

Not included in the Landlord's responsibilities for ongoing repair or replacement are the following: [_____________]

Section II. Consideration. Tenant shall pay to Landlord $[_____________] per month, adjusted annually per current market conditions for such service, but not beyond or below the cost that would otherwise be incurred to service a comparable system in good operating condition and adjusted proportionally for any abusive usage of the HVAC system, an amount considered to be the amount a Tenant would have to pay to a Landlord of a comparable building for monthly costs of maintenance and repairs of the HVAC systems in a building of comparable size.

Section III. Term and Termination. The term of this Agreement expires on: [_____________]. Tenant nevertheless shall have the option to terminate this Agreement subject to providing Landlord 30 days prior notice of termination.

Section IV. Landlord's Response Time.

1. The Landlord shall use its best efforts to see that a technician is on site within [_____________] hours of notice from Tenant of a problem, in the event of an air conditioning emergency.

2. Landlord will use its best efforts to respond to any HVAC issue within [_____________] hours, but in no event longer than [_____________] hours from the time Tenant notifies Landlord at the following phone number: [_____________]. This number is accessible [_____________] hours each a day for emergencies. If the issue is not resolved within [_____________] hours, Tenant shall at its discretion have the right to initiate a reasonable remedy, the reasonable expense of which shall be passed on to Landlord.

3. The Landlord will retain a qualified local air-conditioning contractor familiar with the HVAC system in place at the Building.

Section V. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Landlord in whole or in part without the prior written consent of Tenant. Any transfer, assignment, delegation or sublicense by Landlord without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

TENANT

By: __________________________________
Print Name: ___________________________
Title: ________________________________

LANDLORD

By: __________________________________
Print Name: ___________________________
Title: ________________________________