04/03/1991 It -
• CONTRACT NUMBER
EXIDE ELECTRONICS
MASTER MAINTENANCE AGREEMENT /�
This Master Maintenance Agreement, (Agreement) is made as of this _ day of /`� r-i 1 , 19 it by
and between Exide Electronics Corporation (hereinafter called "Contractor) and M 0 +.S 20 E C o V tv VI
(hereinafter
called "Owner).
1. PURPOSE: Owner hereby purchases and Contractor hereby agrees to furnish certain maintenance services on certain equipment,
for the period beginning al, Ay i 1 ° 1 t and ending 'r' F' i21 L t ) 19.E a , and for
the charges set forth below, subject 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
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APPROVED AS TO FORM
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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 Service for UPS Modules - Schedule A- ; (2) (7x24) Preventive Maintenance for
UPS Modules Schedule A- ; (3) V (5x8) Full Maintenance for UPS Power Module - Schedule B- 313 ; (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)
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4. CHARGES: Owner agrees to pay Contractor the total sum of t o.00 in consideration of the maintenance
services to be fumished 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) g -36
, which are attached and hereby made a part of this Agreement, consititute the entire Agreement between
th "arties. (SEAL)
ATTEST Yv -< CLERK
By= !:•L�' A,, . _ _ /_' -puty Clerk
E • • i•O I CO" •'•RATION Com an y:. MONRe, COUN ;k
i' By:
=y: , - , . or
Date: ff. Date: April 3, 1991
iXIDE ELECTRONICS
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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. OWNER 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 of or 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 IMPLIED GUARANTEES OR
WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. Contractors
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 wriffeh 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 MST ttray 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 external 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
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.
EXIDE ELECTRONICS
UNCONDITIONAL SERVICE GUARANTEE
Field Operations, the International Parts and Rebuild Center, and the
Technical Training Departments have joined together to provide you with a
set of guarantees unsurpassed by anyone in this industry.
A. Field Operations will guarantee the following to all Exide Electronics
contracted full maintenance customers.
o Respond by phone to call -in within one (1) hour,
•
o Commit to on -site arrival time within two (2) hours of first
phone contact,
o Arrival on -site within eight (8) hours - Service Zone 1 (for
7 X 24 customers, next business day for 5 X 8).
THIRTY (30) DAY CONTRACT EXTENSION FOR EACH
COMMITMENT MISSED.
ZONE 1 - The area of coverage within a 125 mile radius from an
established Service Location.
EXIDE ELECTRONICS
POWERCARE TIME AND MATERIAL •
• SERVICE RATE SCHEDULE
• ATTACHMENT X -1
The following rate schedule applies to all non - warranty contracted services, and non - contracted
services performed by Exide Electronics Customer Support Operations service personnel.
Contracted Standard Time and
Customer Material Rates
Discount Rates
1. LABOR
A. Business Hours Service $ 85.00 per hour $145.00 per hour
8:00 a.m. - 5:00 p.m., Monday - Friday
B. Other Service $140.00 per hour $250.00 per hour
5:00 p.m. - 12:00 a.m., Monday - Friday
12:00 a.m. - 8:00 a.m., Monday - Friday
Saturday, Sunday, and Holidays
II. MINIMUM BILLING None Two (2) hours
III. CALCULATION OF CHARGES Portal to Portal Portal to Portal
IV. EXPENSES
A. Travel -
1. Automobile $.35 /mile for $.35 /mile for
actual round trip actual round trip
miles miles
2. Public Transportation Actual cost Actual cost
B. Living
1. Hotel - Actual cost Actual cost
2. Meals Actual cost Actual cost
3. Rental Car Actual cost Actual cost
4. Other Incidental Actual cost Actual cost
V. MATERIALS /PARTS USED 40% Off List Price Current List Price
VI. EMERGENCY PARTS SHIPMENTS
A. Next Day Delivery N/C $150.00
B. Counter to counter via Sprint, Dash, etc. N/C $250.00
ER.ah. 2/18/91 (R.l.s sub4.ct to dung. without notice)
Copyright 1991 by Epee Electronics Corporation