FAULTY OR NON-FUNCTIONING EQUIPMENT Sample Clauses

FAULTY OR NON-FUNCTIONING EQUIPMENT. The County will notify the Company if the County has any concerns about the quantity or quality of Thermal Energy received, or about the proper functioning of any Equipment at the Facilities. If after inspection the Company determines that any of the same is not functioning properly or not delivering Thermal Energy in accordance with the requirements of this Agreement, the Company will promptly repair or replace the faulty Equipment in accordance with the provisions of this Agreement. The County will be entitled to prior notification of and the right to attend and witness such inspection, and will further be entitled to conduct its own inspection of such Equipment at the same time, or at some other mutually convenient time when representatives of the Company are present. If any Dispute arises between the Parties with respect to whether any Equipment is functioning properly or delivering Thermal Energy in accordance with the requirements of this Agreement, the Parties will retain a mutually acceptable independent third-party engineer to perform an inspection of the same. Such engineer will conduct its inspection and deliver to the Parties a report of its findings and conclusions, which findings and conclusions will be binding on the Parties. The costs and expenses of such engineer will be borne by the Party that is not the Party whose position in such Dispute is predominantly upheld by such findings and conclusions.