1. This Master Service Agreement is entered into effective as of the date written above, by and between Michigan Facility Services LLC / ProTech Roof Solutions (hereinafter referred to as PRS) and the Owner/Customer identified above ("Customer").

2. PRS, from time to time, and when called upon by Customer, shall provide roof repair and related services to Customer ("Service Calls") at the properties identified herein. Requests for service may be made orally or in writing. PRS will be paid for such repairs on a time and material basis, at the rates specified in the PRS National Service Rates document, a copy of which is attached to this document or will be provided upon request. PRS may adjust Service Rates from time to time, in its discretion. Hourly fees are calculated from the time PRS technicians leave the “shop” or point of origin until the time they return or leave for another project less 1 HR. each way.

3. Each Service Call, unless otherwise specified, will act as full and complete authorization for PRS to proceed with repairs not to exceed dollars ($)1,500 ("NTE), without further confirmation or approval. If repairs are expected to exceed the NTE, PRS will provide a written estimate, and await written authorization before proceeding with the repairs. (Temporary repairs will always be completed to the best of our capabilities with in the given NTE if a NTE increase is not approved within 1 hr. of submittal,)

4. By Acknoledging This Agreement, Customer agrees that it will be responsible for payment to PRS. The person executing this Agreement certifies that he/she has reviewed the terms of this agreement including the terms and conditions set forth, and has full authority to bind Customer to the terms of this agreement.

Exhibit A

Service  Rate $90/HR

Travel Rate $70/Hr after the first hour each direction.

Minimum   Crew Size (2)

Not To Exceed $1,500 Without Prior Approval.

Service  Rate $127.50/Hr.

Travel Rate  $90/HR port to port

Minimum   Crew Size (2)

Not To Exceed $1,500 Without Prior Approval.

Service  Rate $150/Hr.

Travel Rate  $90/HR port to port

Minimum   Crew Size (2)

Not To Exceed $1,500 Without Prior Approval.   

Minimum charge $1,500

1. Warranty. 1 year warranty applicable to all repair work from the date of invoice. While PRS will perform the work in a good and workmanlike manner and endeavor to locate and repair sources of water entry, Customer acknowledges that it is impossible for PRS to provide assurance that every puncture has been detected or that leaks will not occur in the future. Repairs are based on PRS’s visual inspection and investigation of the area of the reported problem. PRS has not performed scans, core cuts or other testing prior to commencing work unless specifically requested, and paid for, by Customer. Customer acknowledges that, after PRS commences its work, new or additional problems may be uncovered and that the price and time to complete the repairs may be increased as a result. PRS is not responsible for damages or leaks due to existing conditions or existing sources of leakage simply because PRS started work or performed repair work. All warranties apply only to repairs made and r and the 1-year term begins upon the corresponding invoice sent date but does not commence until the corresponding invoice is paid in full. 

2. Asbestos and Toxic Materials. PRS is not responsible for expenses, claims or damages arising out of the presence, disturbance or removal of asbestos-containing or toxic materials ("ACM"). PRS shall be compensated for additional expenses arising from the presence of ACM. PRS and Customer are committed to acting promptly so that roof leaks are not a source of potential interior mold growth. PRS is not responsible for indoor air quality. Customer shall hold harmless and indemnify PRS from claims due to indoor air quality and resulting from a failure by Customer to maintain the building in a manner to avoid growth of mold. Customer agrees to indemnify and hold harmless PRS from claims, losses, damages, demands or citations arising from or relating to mold or the presence of ACM.

3. Safety. Customer warrants that structures on which PRS is to work are in sound condition. Customer warrants there will be no live power lines on or near the roof servicing the building where PRS will be working and that Customer will turn off any such power supplies to avoid an electrocution risk to PRS’s  employees. If Customer violates this provision, Customer will indemnify and hold PRS harmless against any and all claims, damages, expenses, losses or demands, including attorneys' fees. PRS is not responsible for costs of repair or damages, including disruption of service, resulting from damage to undisclosed or concealed electrical or other utility lines. Customer shall shut down roof located electronic equipment that emits or receives radio frequency waves while roofing contractor is to be working on the roof so that roofing personnel will not be subject to radio frequency waves or electromagnetic radiation while working on the roof and shall indemnify and hold PRS and its personnel harmless from any personal injury claims resulting from a failure by Customer to do so.

4. Exclusions. NO interior protection or cleanup is included. PRS shall not be liable for any damage to the Customer's building or any contents thereof, including the roof deck, insulation, and property of tenants, nor will PRS be liable for any interruption or disruption in the use of any part of the building, resulting from roof leaks. PRS shall not be liable for interior damage, mold or any conditions associated with aged roof systems. PRSSHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY SUCH DAMAGE TO BUILDING OR CONTENTS, LOSS OF ACTIVITY OR LOSS OF REVENUE. THIS SERVICE AGREEMENT IS NOT A WARRANTY PROGRAM, DOES NOT CONSTITUTE THE EXTENSION OR GRANTING OF A WARRANTY, AND DOES NOT AMEND, ALTER OR EXTEND ANY WARRANTY GIVEN REGARDING THE ROOFING SYSTEM OR ITS COMPONENTS.

5. Payment is due within thirty (30) days of Customers receipt of invoice. Payments due PRS and unpaid shall bear interest from the date payment is due at the rate of 18% per annum or the maximum rate permitted by law, whichever is less. PRS shall be entitled to recover all costs of collection, including reasonable attorneys ' fees and expenses, incurred by PRS resulting from the Customer's failure to make timely payment. PRS  entitlement to payment is not dependent upon receipt by Customer of insurance proceeds.

6. Insurance. PRS agrees to purchase and maintain, as required by law, workers' compensation and general commercial liability insurance to protect the Customer from injuries and/or damages which may arise out of or result from PRS  operations under this Agreement and for which PRS may be legally liable, whether such operations be by PRS or by anyone directly or indirectly employed by PRS , or by anyone for whose acts PRS may be liable. Customer agrees to look solely to PRS’s appropriate insurance carrier for any and all damages resulting from personal injury or property damage claims including those caused, in whole or in part, by PRS. Customer expressly waives all claims excluded under PRS’s insurance policies. The Customer agrees to provide sufficient insurance to protect PRS against loss of materials installed, or on the premises, due to fire, windstorm, hail or floods. Customer provided property insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including, theft, vandalism, malicious mischief, collapse, false work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements. If the property insurance requires minimum deductibles the Customer shall be responsible for payment of the additional costs not covered because of such increased or voluntary deductibles. The insurance shall waive rights of subrogation, if any PRS. The Customer shall purchase and maintain such insurance as will insure the Customer against loss of use of the Customer's property due to fire or other hazards, however caused. The Customer waives all rights of action against PRS for loss of use of the Customer's property, including consequential damages. If Customer is not the Owner of the property, then Customer may satisfy its responsibilities hereunder by having the Customer provide the coverage in compliance with this paragraph.

7. Permits. Customer shall secure and/or pay for all necessary approvals, permits, easements, and assignments required in order for PRS to perform the services contemplated herein.

8. Arbitration. Any controversy or claim arising out of or relating to this Maintenance Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, in PRS’s sole discretion, collection of unpaid balances may be sought in any Court having jurisdiction thereof or under this arbitration clause. Any legal claim against PRS must be brought no later than one (I) year after PRS has completed work.

9. Miscellaneous. These Terms and Conditions together with the Agreement and any attachments constitute the entire agreement of the parties, and any and all prior representations or agreements not contained herein shall have no force or effect. Modifications to this Agreement can be made only in writing signed by both parties. Customer permitting performance of work indicates acceptance, without exception, of this Agreement, even if this Agreement is not executed. This Agreement is solely for the benefit of Customer and PRS, and is not intended for the benefit of any other parties. This Agreement is not transferable or assignable by Customer or PRS without the express written consent of the other party.