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05/01/1990 • • CONTRACT NUMBER fial 1/ G, to EXIDE ELECTRONICS MASTER MAINTENANCE AGREEMENT ,�,,��JJ This Master Maintenance Agreement, (Agreement) is made as of this 30't3 day of ///Q , 19 90 by and between Exide Electronics Corporation (hereinafter called "Contractor) and HO N et) env Oh/ (hereinafter called "Owner). 1. PURPOSE: Owner hereby purchases and Contractor hereby agrees to furnish certain maintenance services on certain equipment, for the period beginning s•—r')/ay/ / l 99O and ending i3 6 I L 30, 1 99t , and for the charges set forth below, subjec to all of the terms on the face and reverse hereof and in such Schedules listed below. 2. COVERED EQUIPMENT: 'Equipment, as used herein shall mean the Uninterruptible Power System ('UPS ") Equipment listed below by model number, rating number, serial number, manufacturer and description. (Use additional sheets as necessary, signed and dated by both parties.) Model Rating Serial Number Description 5 11 00 3Kv fl tu. 102 I1 O 290 O CT APPROVED AS 70 FORM AND GAL • OF /ENCY. t1_ BY 1 CZ. -- Attornay's Office 3. MAINTENANCE SERVICES: The Owner hereby contracts for the following services to be furnished pursuant to this Agreement for the Equipment as set forth in, and expressly limited to, the corresponding Schedule listed: (instruction - insert a check mark in the appropriate box indicating service(s) to be purchased and "N /A" for all others. Insert the appropriate schedule number): (1) _ (5x8) Preventive Maintenance S juice for UPS Modules - Schedule A- ; (2) (7x24) Preventive Maintenance for UPS Modules Schedule A- ; (3) ✓ (5x8) Full Maintenance for UPS Power Module - Schedule 13-; B ; (4) (7x24) Full Maintenance for UPS Power Module - Schedule B- ; (5) Preventive Maintenance Inspection Attachment A- , (6) First Year Maintenance for UPS Power Module - Schedule C- • (7) Battery Maintenance - Schedule D- ; (8) (5x8) Corrective Maintenance for UPS Power Module - Schedule E- • (9) (7x24) Corrective Maintenance for UPS Power Module - Schedule E- • (10) 4. CHARGES: Owner agrees to pay Contractor the total sum of \) 2.00 in consideration of the maintenance services to be furnished pursuant to this Agreement. Payment shall be made by Owner net thirty (30) days of the date of invoice. 5. ENTIRE AGREEMENT: This Agreement together with the terms on the reverse hereof and the terms of Schedule(s) 8-3 8 , which are attached and hereby made a part of this Agreement, consititute the entire Agreement between the Parties. EXIDE •- TRONI S •RP• - = •y j, : Cotm SEAL By: `rl�/�— 0 4 By: ttest / Ma yyor /Lhairman Date: J! Z71 C Date: Ma 30 1990 B : DANNY L. KOLHAGE, Clerk Clerk 1EXIDE ELECTRONICS • 1. DEFINITIONS: As used in this Agreement (1.1) "Power Module' shall mean the electronics portion of a UPS; (1.2) 'Battery' shall mean the electric storage battery portion of a UPS; (1.3) 'Power System' shall mean the Power Module and Battery; (1.4) 'Owner shall mean the end user of a purchased Power System; (1.5) 'Proper and all of its derivative forms shall mean in accordance with published Exide Electronics specifications. 2. OWNERS PROPRIETARY INFORMATION: All information of the Owner shall be deemed non - confidential and Contractor will be under no duty of non - disclosure unless both parties execute Contractor's Reciprocal Non - Disclosure Agreement Form No.: 3. OWtlER SERVICE: The Owner shall communicate only with the Regional or District Field Service Office or Exide Electronics regarding all service and all other matters arising out otor relating to this Agreement. 4. INSURANCE: Contractor will, at its own cost and expense, obtain and maintain in full force and effect the following insurance with sound and reputable insurers during the term of this Agreement: (1) Worker's Compensation insurance in accordance with the _ statutory requirements of the state in which the maintenance is to be performed, (2) Automobile Liability insurance on all motor vehicles licensed for highway use, both owned and non - owned, and, (3) Comprehensive Liability insurance for bodily injury and property damage. 5. WARRANTY: Contractor shall perform all maintenance in a professional and workmanlike manner. THIS WARRANTY IS OWNER'S SOLE REMEDY AND IS EXPRESSLY IN LIEU OF, AND THERE ARE NO OTHER, EXPRESSED OR IMPUED GUARANTEES OR WARRANTIES INCLUDING ANY IMPUED WARRANTY OF MERCHANTABIUTY OR FITNESS FOR PURPOSE. Contractor's obligation under said Warranty is conditioned upon receipt of all payments due from Owner including interest charges, if any. 6. ASSIGNMENT: Neither Owner nor Contractor may assign this Agreement or any of its rights hereunder or delegate any of its duties hereunder without prior written consent of the other. 7. INDEMNITY: Contractor assumes no responsibility for any damage or injury to any persons and property except such damage or injury that may be held to result solely and directly from or out of (1) any grossly negligent performance by Contractor of its obligations under this Agreement or, (2) any willful misconduct on the part of the Contractor, its agents, or employees. 8. LIABILITY: Notwithstanding anything in this Agreement to the contrary, Contractor shall not be liable for any indirect, incidental, special or consequential damages, such as, but not limited to, loss of anticipated profits, good will, or other economic loss in connection with, or arising out of the existence of, the furnishing, functioning, or the Owner's use of any item of Equipment or services provided for in this Agreement, whether or not the possibility of damage was disclosed to Contractor or could have been reasonably foreseen by Contractor. 9. MISCELLANEOUS: Notwithstanding anything in this Agreement to the contrary, either Owner or Contractor may terminate this Agreement at any time, upon thirty (30) days written notice, if the other fails to perform any of its material obligations hereunder and fails to: (1) commence cure of such failure upon receipt of notice thereof; and (2) diligently complete that cure. This Agreement shall not be binding upon Contractor and Contractor shall be relieved of any and all obligations, liabilities, and responsibilities hereunder with regard to any Power Module and/or Battery that has been subject to neglect, accident, misuse, misapplication, incorrect connection or extemal damage or that has been subject to repair or alteration not authorized by Contractor in writing. The terms and conditions of this Agreement cannot be modified or waived except by a writing signed by the parties hereto and waiver by Contractor or Owner of any provision hereof in any one instance shall not constitute a waiver as to any other instance. If a provision of this Agreement is invalidated for any reason, this Agreement remains binding except for such invalid provision. Any payment not made when due shall be subject to an interest charge of 1.5% per month or fraction thereof, or maximum permitted by law whichever is less. Additionally, if any payment is not made when due, Contractor reserves the right to refuse to provide any further services until such payment and the applicable interest have been received. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina. FSC -488 % April 6, 1990 County of Monroe QUOTE # 544 5825 Jr. College Rd. W. Stock Island, FL 33040 Attn: Peggy Sousa Reference: Exide Electronics UPS Model 1103, DU# 102949 Dear Ms. Sousa, According to our records, the contract on your UPS will expire on May 1, 1990. We would like to take this opportunity to present you with the maintenance programs available for your Exide Electronics UPS. A brief description of the different plans and their cost are listed below. PREVENTIVE MAINTENANCE: This program consists of a planned inspection of the UPS module to insure that all features are in proper working order. Does not cover any corrective maintenance or parts that may be needed. 5x8 $ 575.00 7x24 $ 1330.00 CORRECTIVE MAINTENANCE: This program covers the costs for labor, expenses and parts (excluding batteries) for repairs required on the UPS module. 5x8 $ 930.00 7x24 $ 1530.00 FULL MAINTENANCE: Benefits are the same as the Corrective Maintenance listed above, in addition to providing battery coverage. 5x8 $ 1200.00 7x24 $ 1950.00 RI\ 1= RIBAI_ I:( RI l Ill_ .A OXIDE ELECTRONICS OI I L�I I' 1 \\ • 13/ We have enclosed a copy of our Master Maintenance Agreement, which lists the terms and conditions of our service agreements as well as the attachments that provide a more detailed description of the individual plans. If you have any questions, please call our office at 404 - 991 -1311, and we will be happy to help you. We are sure that one of our programs will meet your needs, however any of our plans can be costumed tailored to meet your special needs. Should you wish to provide this protection for your UPS system, simply indicate your choice of coverage on the Master Maintenance Agreement, sign and return it to our office. These prices are guaranteed for 30 days. No one can care for your system better than Exide Electronics, why settle for less? Sinc ely, • 7 ��_' ath � . Wright Servi.- Coordi !tor kw Enclosures SCHEDULE B -3B (5X8) FULL MAINTENANCE SERVICE FOR SERIES 1000 AND POWERWARE 10 UPS POWER SYSTEMS (5x8) Full Maintenance for UPS Power System includes Corrective Maintenance for the Power Module and standard Exide Electronics sealed battery supply as set forth below. Contractor shall, between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, with the exception of holidays observed by Contractor, provide Corrective Maintenance for ordinary wear and tear to the Power System Equipment and correct any Power System Equipment which does not function properly. After each visit, Contractor will provide Owner with a written report describing the condition of the Power Module Equipment and any Corrective Maintenance performed by Contractor. The Owner shall, from the commencement date of this Agreement,: (1) maintain the ambient air temperature of the Power System area within the limits specified by Contractor; (2) in the event of Power System failure, record immediately all alarm readouts, together with the Power System's serial number and Power System's KW rating, at the request of Contractor. The Owner shall, unless otherwise specified in the Agreement, maintain the Battery in strict accordance with the Battery manufacturer's recommended maintenance guidelines. The Owner shall, at all times during the performance by Contractor of maintenance hereunder, have his representative present at the maintenance site at no cost to, and solely for the safety of, the Contractor. Notwithstanding anything in this Agreement to the contrary, such representative shall have no authority to waive or modify the terms and conditions of the Agreement. In order that Contractor may perform its obligations under this Agreement, Owner shall grant Contractor ready access to the Power System subject to reasonable security requirements. If the Power System fails to function properly, the Owner shall notify the Regional or District Field Service Office of Contractor, which will send a representative between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, to inspect and repair the Power System so that it functions properly. Corrective Maintenance provided by Contractor shall include, and be expressly limited to, maintenance for ordinary wear and tear to the Power System, travel expenses, all necessary parts replacement, adjustments, and repairs. If the Owner maintains spare parts at the maintenance site, Contractor may, at its option, use those site spare parts in the performance of Corrective Maintenance. Contractor shall replace the spare parts which it so uses. The Warranty set forth below replaces the Warranty contained in Paragraph 5 on the reverse side of the Master Maintenance Agreement. WARRANTY: Contractor shall perform all maintenance in a professional and workmanlike manner. Provided that Owner shall meet its obligations set forth herein, Contractor warrants that the Power Module shall be made to function in accordance with published Exide Electronics specifications. THIS WARRANTY IS OWNER'S SOLE REMEDY AND IS EXPRESSLY IN LIEU OF, AND THERE ARE NO OTHER, EXPRESSED OR IMPLIED GUARANTEES OR WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. Contractor's obligations under said warranty are conditioned upon receipt of all payments due from Owner including interest charges, if any. i • EXIDE ELECTRONICS RONICS TIME AND MATERIAL SERVICE RATE SCHEDULE The following rate schedule applies to all non - warranty services and non - contracted services performed by Exide Electronics Customer Support Operations service personnel. 1. LABOR A. Weekday Service $ 99.00 per hour 8:00 a.m. - 5:00 p.m., Monday - Friday B. Weekday Overtime Service $14850 per hour 5:00 p.m. - 12:00 a.m., Monday - Friday 12:00 a.m. - 8:00 a.m., Tuesday - Friday C. Saturday, Sunday and Holiday Service $198.00 per hour IL MINIMUM BILLING Four (4) hours IIL CALCULATION OF CHARGES Portal to Portal 1V. EXPENSES A. Travel 1. Automobile $.35 /mile for actual round trip miles 2. Public Transportation Actual cost B. Living 1. Hotel Actual cost 2. Meals Actual cost 3. Rental Car Actual cost 4. Other Incidental Actual cost V. MATERIALS/PARTS USED Current List Price VL EMERGENCY PARTS SHIPMENTS A. Next Day Delivery $150.00 B. Counter to counter via Sprint, Dash, etc. $250.00 EFFECTIVE 1 -1 -90