PART 8 - SPECIAL MAINTENANCE WARRANTY (Full Roof Replacements)_(10-20-23).pdf

Project Title Work Order Number Project Location, City, State

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Part 6 – SPECIAL MAINTENANCE WARRANTY AGREEMENT

Special Maintenance Warranty Agreement (10 Years)

(This Special Maintenance Warranty Agreement is provided in addition to the manufacturer’s standard 20 year NDL” No-Dollar-Limit” Warranty)

This Special Maintenance Agreement (10 Years) is made and entered into as of the ____ day of

_____________, 20______ (the “Effective Date”), by and between _________________________

(“Manufacturer”), Inc., and (“Owner”) as indicated below.

A. WHEREAS Owner intends to install a roof comprised of certain (“Manufacturer”) roofing materials on the building located at __________________________________________(the “Building/Base

Location”), which will be covered under a (“Manufacturer”) Roof/Membrane Guarantee provided all of

(“Manufacturer”)’s standard requirements for guarantee issuance are met (the “Guarantee”):

1. Owner: ____________________________________________________

2. Owner Address: ___________________________________________________

3. Building Number/Base Location: _________________________________________

4. Building Address: ___________________________________________________

5. Area of Work: _______________________________________________

6. Acceptance Date: ____________________________________________

7. Special Maintenance Warranty Period (Years): 10 years

8. Special Maintenance Warranty Start Date and Expiration Date: ___________________________

B. AND WHEREAS (“Manufacturer”) and the Owner would like to enter into this separate Special Maintenance Agreement in connection with the Building, which is in addition to and in no way alters or modifies the terms and conditions of any Guarantee issued in connection with the Building;

C. NOW THEREFORE, the Parties agree as follows:

1. During the term of this Agreement, (“Manufacturer”) will perform the following services (the “Services”) for Building on a semiannual basis (minimum of one (1) site inspection visit every six (6) months shall be provided during the Special Maintenance Agreement period):

a. Conduct a visual inspection of the entire roof.

b. Dispose of any debris at drains/scuppers and tighten clamping ring bolts as necessary.

c. Remove and dispose of any rooftop debris (i.e., leaves, loose granules, trash, etc.)

d. Cut and remove any loose sealant at membrane termination edges and reseal as necessary.

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e. Patch blisters up to 1% of the total roof area, or a maximum of 100 square feet, whichever is greater.

f. Repair up to 10 occurrences of fishmouths or open laps.

g. Provide a detailed photo report of each inspection documenting the roofing conditions and any Services performed to the Government Facilities Maintenance Specialist Department – ATTN: Requirements Department Branch Head, at NAS Oceana, 953 Hornet Drive, Building 820, Room 118, Virginia Beach, VA. 23460.

2. (“Manufacturer”)’s provision of the Services is subject to Owner (a) providing access to the Building as (“Manufacturer”) reasonably requests; (b) taking all actions, excluding the Services but including, without limitation, following generally accepted good roof maintenance practices and guidelines and all repair and maintenance guidelines provided, or made available, by (“Manufacturer”) for (“Manufacturer”) guaranteed roofs, to keep the roof area of the Building and the roofing materials on the Building in good working order.

3. This Agreement shall commence on the date of guarantee issuance of any Guarantee issued by (“Manufacturer”) in connection with the Building, and, unless earlier terminated as provided herein, shall remain in full force and effect for 10 years (the “Term”). If the other party commits a material breach of this Agreement, the non-breaching party may terminate this Agreement, in whole or in part, by giving the other party thirty (30) days prior written notice of termination thereof; provided, however, that such termination will not be effective if the other party has cured the breach prior to the expiration of such thirty (30) day notice period. Additionally, and notwithstanding the foregoing, (“Manufacturer”) may terminate this Agreement, without cost or penalty, immediately upon written notice to Owner if Owner (a) fails to perform any of its obligations set forth in Section 2; (b) repairs or replaces the (“Manufacturer”) roof materials at the Building with roof materials that are not manufactured by (“Manufacturer”); or (c) installs roof materials at the Building in place of or over the existing (“Manufacturer”) roof materials that are not manufactured by (“Manufacturer”).

4. Disclaimers; Limitation of Liability.

a. For avoidance of doubt, (“Manufacturer”) makes no warranties of any kind with respect to the (“Manufacturer”) roof materials on the Building as part of this Agreement. Except as set forth in the Guarantee, if any, with respect to such roof materials, (“Manufacturer”) makes no other warranties, express or implied, with respect to such roof materials, including, but not limited to, any warranty of merchantability or fitness for a particular purpose, and (“Manufacturer”) hereby disclaims any other such warranties.

(“Manufacturer”) shall have no obligation or liability of any kind with respect to the (“Manufacturer”) roof materials other than as described in the Guarantee, if any, and (“Manufacturer”) hereby expressly disclaims any other such obligations or liability.

b. THE SERVICES AND ALL REPORTS AND OTHER MATERIALS PROVIDED IN

CONNECTION THEREWITH (COLLECTIVELY, THE “DELIVERABLES”) ARE

PROVIDED “AS IS” AND WITH ALL FAULTS, AND (“MANUFACTURER”) HEREBY

DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND

DELIVERABLES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY

WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A

PARTICULAR USE OR PURPOSE. (“MANUFACTURER”) DOES NOT WARRANT

THAT THE SERVICES OR DELIVERABLES WILL MEET OWNER’S REQUIREMENTS

IN ANY RESPECT OR THAT DEFECTS WITH THE SERVICES OR DELIVERABLES

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CAN OR WILL BE CORRECTED. OWNER UNDERSTANDS AND ACKNOWLEDGES

THAT OWNER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OWNER MAKES

BASED ON A DELIVERABLE. OWNER FURTHER UNDERSTANDS AND

ACKNOWLEDGES THAT THE ENTIRE RISK AS TO THE SERVICES AND

DELIVERABLES IS WITH OWNER. SHOULD THE SERVICES OR DELIVERABLES

PROVE DEFECTIVE, (“MANUFACTURER”)’S ONLY RESPONSIBILITY AND LIABILITY,

AND OWNER’S SOLE AND EXCLUSIVE REMEDY, SHALL BE FOR

(“MANUFACTURER”) TO USE COMMERCIALLY REASONABLE EFFORTS TO

CORRECT SUCH DEFECT.

c. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN ADDITION TO THE

WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT

SHALL (I) (“MANUFACTURER”) OR ANY OF ITS AFFILIATES BE LIABLE TO OWNER

OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR

CONSEQUENTIAL DAMAGES, LOST REVENUE OR LOST PROFITS ARISING OUT

OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR THE

DELIVERABLES, EVEN IF (“MANUFACTURER”) AND ITS AFFILIATES HAVE BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) THE TOTAL AGGREGATE

LIABILITY OF (“MANUFACTURER”) AND ITS AFFILIATES FOR DAMAGES OR

ALLEGED DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT, THE SERVICES AND THE DELIVERABLES EXCEED THE LESSER OF

(X) THE FEES ACTUALLY PAID BY OWNER HEREUNDER; OR (Y) $50,000. THE

LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY

REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY.

To the extent that (“Manufacturer”) may not, as a matter of applicable law, disclaim any warranty or limit or exclude any liability as set forth in this Agreement, the scope and duration of such warranty and the extent of (“Manufacturer”)’s and its affiliates’ liability shall be the minimum permitted under such applicable law.

5. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. For the avoidance of doubt, this Agreement does not supersede any Guarantee that may be in effect with respect to the (“Manufacturer”) roof materials on the Building. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York without giving effect to its conflict of laws provisions (except Section 5-1401 of the New York General Obligations Law). All notices required or desired to be sent to either party in connection with this Agreement shall be in writing and sent by first class mail, postage prepaid or by next-day courier. Notice shall be effective on the fifth (5th) business day after mailing or on the first (1st) day after the date of sending via next-day courier. All such notices to either party shall be delivered at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section): if to (“Manufacturer”), to (“Manufacturer”), Inc., ___________________________, Attention: President, with a copy to (“Manufacturer”)’s General Counsel at __________________________________and if to Owner, to the address listed on the first page of this Agreement. Any modification to this Agreement shall not be effective unless contained in writing signed by both parties. No waiver by a party shall be effective unless in writing and signed by the party against whom enforcement of such waiver is sought. If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement. Owner shall not

SMALL PROJECT TEMPLATE - PART 2 GENERAL REQUIREMENTS - Page 4 assign or transfer this Agreement, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of (“Manufacturer”), and any such purported assignment or transfer shall be of no force or effect. The terms of Sections 4 and 5 and Owner’s obligation to pay all fees due hereunder shall survive the termination of this Agreement for any reason or its expiration. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

(“MANUFACTURER”), INC.

By:

Name:

Title:

[OWNER]

By:

Name:

Title:

END OF SPECIAL MAINTENANCE WARRANTY AGREEMENT