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CONTRACTUAL TERMS AND CONDITIONS
<br />City Wide Maintenance of Cleveland 1711 W. Bagley Rd. i Berea, OH 44017
<br />This CONTRACT (the "Contract") is made and entered into as of the day of , 20 , by and between
<br />Wide Maintenance of Cleveland. ("City Wide") and Mayfield Village, an Ohio municipal corporation , organized under the laws of the State of
<br />)("Customer"), each sometimes referred to individually as a "Party" and collectively as the "Parties."
<br />1. Services and Products. Services and products (if applicable) will be provided as set forth in a separate document ("Service Agreement")
<br />attached hereto. The date City Wide's services ("Services") are to commence shall be set forth in the attached Investment Recap, signed by
<br />representatives of both Parties. If no date is set forth in the Investment Recap, then Services will commence on a date mutually agreeable to the
<br />Parties.
<br />2. Performance. Services shall be provided in a professional and workman -like manner in conformity with the Service Agreement. "City Wide
<br />Personnel" consists of City Wide employees, agents and/or independent contractors. City Wide shall retain full responsibility for the Services of
<br />any City Wide Personnel. If any individual assigned is unacceptable to the Customer, the Customer shall promptly notify City Wide management
<br />concerning the situation. If the Parties are unable to arrive at a solution that is acceptable to the Customer, the Customer may request that City
<br />Wide replace the individual. City Wide will either replace the individual within a reasonable time frame or terminate the Services provided
<br />hereunder effective immediately and City Wide shall have no liability for doing such.
<br />3. Invoices. City Wide will invoice Customer on or about the first workday of each month in which Services and products are provided. Monthly
<br />fees for Services and Products may be prorated by City Wide when appropriate. Invoices for Services and Products, as set forth in the Service
<br />Agreement and Investment Recap, shall be paid by the last day of the month of the Invoice. WHEN APPLICABLE, SALES TAX WILL BE ADDED
<br />TO THE INVOICE. Additional services and products may be purchased by Customer from City Wide. Invoices for the additional services and
<br />products will be sent immediately upon completion of the additional services or delivery of the additional products, and payment will be due upon
<br />receipt of the invoice. Any dispute concerning an Invoice or Services shall be identified in writing within ten (10) days of the Invoice or the rendering
<br />of the Services, as the case may be. City Wide will charge the Customer a late charge of 1 % % per month on all outstanding balances of more
<br />than 30 days from the receipt of the invoice. Customers shall also pay, where appropriate, all collection costs including reasonable attorneys'
<br />fees. City Wide will accept the 2% discount to payment received within 10 days of invoice.
<br />4. Price Increases. Notwithstanding anything herein to the contrary, adjustments to the charges for Services, as set forth in the Investment
<br />Recap, may be made in the event that (i) additional workmen are employed by City Wide at the request of the Customer to extend service areas
<br />and/or specifications, (ii) additional wages are paid out by City Wide for Services, due to union increases and/or (iii) any other governmental
<br />action that directly and materially affects City Wide's costs of Services. Any change in fees will take place during the annual contract renewal
<br />process. Customer shall immediately notify City Wide in writing of any addition or deletion of square footage being used in Customer's building.
<br />No reduction in the charges shall be appropriate until written notification of the deletion of square footage has been given by Customer to City
<br />y1(de. Charges shall be due for an addition of square footage regardless of whether Customer notifies City Wide of such.
<br />11110 Materials. All cleaning materials and equipment necessary for Services will be furnished by City Wide, except for usable/consumable items.
<br />Customer will provide the usable/consumable items including, but not limited to, hand towels, toilet tissue, hand soap, plastic liners, air fresheners,
<br />and feminine hygiene products. At Customer's option, City Wide may provide these products for an additional cost.
<br />6. Indemnification. Customer and City Wide shall fully indemnify, defend and hold harmless the other for any and all costs and expenses
<br />(including reasonable attorneys' fees) for any and all claims, costs, expenses and damages arising as a result of acts or omissions of the other,
<br />its employees, agents, guests, invitees and/or representatives.
<br />7. Conflicts. If terms or provisions herein conflict with the terms or conditions set forth in another agreement between the parties, the terms
<br />hereof shall prevail even if the other agreement is entered into prior to this Agreement. City Wide's maximum legal liability and exposure, with
<br />respect to conflicts, to Customer hereunder shall not exceed the charges paid by Customer for one month's Services. No oral representations or
<br />promises have been made to the Customer.
<br />8. Non -Solicitation. While Services are being provided hereunder, including any extension or renewal of the Services, and for a period of 180
<br />days following the termination of City Wide's Services, Customer shall not employ, contract with nor have any business dealings whatsoever with
<br />any individual or company that is or was an employee, agent or independent contractor of City Wide (or a parent, subsidiary, franchisee, related
<br />or associated company) or an employee or agent of a City Wide independent contractor, while Services were being provided hereunder. As used
<br />in this section of this Agreement, the term "Customer" shall mean the undersigned Customer, together with all employees, agent's partners,
<br />officers, directors and/or principals of Customer and any parent, subsidiary, related or associated company. Should the Customer breach the
<br />covenants of this section of this Agreement, in addition to all other remedies provided by law, it is understood that City Wide shall be entitled to:
<br />(a) an immediate Temporary Restraining Order from any Court of competent jurisdiction, and thereafter to a Preliminary Injunction and a
<br />Permanent Injunction; and (b) immediate payment by Customer of liquidated damages in the amount of one thousand dollars per week for each
<br />violation, the Customer acknowledging that actual damages would be difficult or impossible to calculate; and (c) immediate payment by Customer
<br />of all costs and expenses incurred by City Wide in connection with the enforcement of this Agreement, including, but not limited to, reasonable
<br />attomeys' fees, investigation costs and court costs. Any period of time in which Customer violates the provisions of this paragraph shall be added
<br />to the 180 day duration of the restriction.
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