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NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: Recitals The. Parties agree that the foregoing recitals are true and correct and are incorporated herein by this reference. 2. Maintenance and Repair The School Board shall perform or cause to be performed the reasonable and necessary preventative maintenance, periodic maintenance, and repair of the Equipment. This shall include, but is not limited to: Purchasing of Fuel to Maintain 72 Hour run time; Annual Load Bank Testing; Annual Certification of Fuel Monitoring System; Annual Fuel Cleaning and Polishing; Annual Fuel Tank Storage License Fee; Annual Fuel Storage Pollution Policy; and Cost Associated with Fuel Spill Cleanup. 3. Reimbursement The County shall be responsible for reimbursing the School Board for 50% of all reasonable and necessary costs and expenses incurred by the School Board in performing preventative maintenance, periodic maintenance, and repair of the Equipment. The School Board shall submit an invoice on a quarterly basis documenting all reasonable and necessary costs and expenses incurred by the School Board to the County through its Office of Management and Budget. The County may require reasonable additional documentation of costs and expenses sufficient to document the expenditures per the County's Office of Management and Budget. Reimbursement requests will normally be paid within 30 days following the County's receipt of the invoices but in no event more than 60 days unless the County formally disputes in writing some or all of the costs and expenses as set forth therein. Notwithstanding the foregoing, the County shall reimburse all undisputed costs and expenses no later than 60 days from. receipt of the invoice. If.the County disputes a cost or expense, the County shall within 15 days of receipt of the invoice provide the School Board with a written explanation of the basis of the dispute with regard to the disputed cost or expense and the Parties shall attempt to resolve the dispute in accordance with paragraph 5, below. If after examination of the generator system, the School Board recommends significant maintenance or repair beyond the normal maintenance of the system, the School Board shall provide notice of those significant repairs each year by June 30 so the County may budget for the repairs accordingly. In the event of an unforeseen major mechanical failure occurs rendering the generator unfit for service unless prompt repairs are made, the School Board shall promptly advise the County of the failure. The School Board shall effect the needed repairs advising the County of the estimated cost and upon completion of the repairs submit a final bill to the County for payment within 45 days. 120