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<br />Terms and Conditions
<br />Kovachy Sales, Inc. d/b/a CITY WIDE FACILITY SOLUTIONS
<br />This AGREEMENT (the "Agreement") is made and entered into as of the 151 day of _February, 20 23, by and between Kovachy
<br />Sales, Inc. d/b/a City Wide Facility Solutions ("City Wide") and Mayfield Village Police Department , a corporation, organized under the laws
<br />of the State of Ohio ("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, including the
<br />use of City Wide shirts or vests. "City Wide Personnel" consists of City -Wide employees, agents and/or independent contractors. City Wide shall
<br />retain full responsibility for the Services of any City -Wide Personnel. If any individual assigned is unacceptable to the Customer, the Customer
<br />shall promptly notify City Wide management concerning the situation. If the Parties are unable to arrive at a solution that is acceptable to the
<br />Customer, the Customer may request that City Wide replace the individual. City Wide will either replace the individual within a reasonable time
<br />frame or terminate the Services provided hereunder effective immediately and City Wide shall have no liability for doing such. City Wide
<br />shall complete a satisfactory background check (including BCI/FBI when requested by client or required by account) of each member of their
<br />personnel prior to first entering any client's facility or site; and whose records will be kept in City Wide's files for future reference. Independent
<br />Contractor shall use an accredited company to perform the background checks, such as ACS Data Search, Criminal Data.com, Integrascan.com,
<br />or Validity Screening Solutions. Upon client or account's request, City Wide will run drug screening on Independent Contractors employees.
<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 (cash, credit card or check) by the last day of the month of the Invoice. WHEN APPLICABLE,
<br />SALES TAX WILL BE ADDED TO THE INVOICE. Additional services and products may be purchased by Customer from City Wide. Invoices for
<br />the additional services and products will be sent immediately upon completion of the additional services or delivery of the additional products, and
<br />payment will be due upon receipt of the invoice. Any dispute concerning an Invoice or Services shall be identified in writing within ten (10) days of
<br />the Invoice or the rendering of the Services, as the case may be. City Wide will charge the Customer a late charge of 1'/z % per month on all
<br />outstanding balances of more than 30 days from the invoice date. Customers shall also pay, where appropriate, all collection costs including
<br />reasonable attomeys' fees. In the event of Special Holidays or days when service is not provided, City Wide Facility Solutions shall provide credits
<br />for those days to be reflected on the following month's invoice if the dates have not been provided in advance. Days will be prorated based on the
<br />monthly rate.
<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 action
<br />that directly and materially affects City Wide's costs of Services. Any change in fees for Services requires a 30 -day prior written notice to Customer,
<br />and Customer may elect to terminate the Services provided hereunder in writing prior to the effective date of such increase without penalty.
<br />Customer shall immediately notify City Wide in writing of any addition or deletion of square footage being used in Customer's building. No reduction
<br />in the charges shall be appropriate until written notification of the deletion of square footage has been given by Customer to City Wide. Charges
<br />shall be due for an addition of square footage regardless of whether Customer notifies City Wide of such.
<br />5. 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. I;usternerand City Wide shall fully indemnify, defend and hold harmless the other for any and all costs and expenses
<br />(including reasonable attomeys' 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 a known employee, agent or independent contractor of City Wide (or a parent, subsidiary, franchisee,
<br />related or associated company) or a known employee or agent of a City Wide independent contractor, while Services were being provided
<br />hereunder. As used in this section of this Agreement, the term "Customer' shall mean the undersigned Customer, together with all employees,
<br />agent's partners, officers, directors and/or principals of Customer and any parent, subsidiary, related or associated company. Should the Customer
<br />breach the covenants of this section of this Agreement, in addition to all other remedies provided by law, it is understood that City Wide shall be
<br />entitled to: (a) an immediate Temporary Restraining Order from any Court of competent jurisdiction, and thereafter to a Preliminary Injunction and
<br />a 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
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