2019-437-E AMS - DC group UPS annual service contract

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DocuSign Envelope ID:CF88711B-EC21-4B19-9D93-F2D593C7F3CA DC GROUP STANDARD TERMS AND CONDITIONS We are pleased to provide the following services proposed for your power quality equipment.Please refer to the Scopes of Work(SOW)for descriptions of service coverage and exclusions.Additional or different terms proposed by Owner, whether in a purchase order or otherwise,shall not be binding on DC Group. 1. Definitions As used in this Agreement: (1.1)"Power Module"shall mean the electronics portion of an uninterruptible power supply(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 owner of the Power System being serviced under this Agreement; (1.5) "Contractor"shall mean DC Group Inc.; (1.6)"Equipment"shall mean the equipment listed on the attached Quote(s). 2.Owner's Responsibility A.Communication Owner shall communicate solely with contractor regarding all service and facility requirements which arise out of or related to this agreement.To assist facilitating this requirement, escalation contacts and procedures will be provided upon execution of said agreement. B.Safety Owner shall,at all times while Contractor is providing services under this Agreement, have a representative present at the maintenance sites at no cost to, and for the safety of, Contractor. If conditions at the Owner's site are deemed unsafe, Contractor shall have no obligations to deliver services or goods to that site until the unsafe conditions are resolved. C.Access So that Contractor may perform its obligations under this Agreement, Owner shall grant ready access to the Equipment subject to reasonable security requirements. D. Equipment Owner hereby represents and warrants to Contractor that each item of Equipment which has not been maintained exclusively by Contractor under a maintenance and service contract since its initial installation has been properly maintained and serviced in accordance with the applicable operating manual supplied with the item prior to the date of commencement of the initial term of this Agreement. Contractor shall not be responsible for the cost of any repairs caused by violation of this warranty. If,after the execution of this Agreement, Owner makes any modifications to the Equipment or to equipment associated with the Equipment,or changes the location of any of the Equipment, Owner shall notify Contractor of the changes, Contractor shall assess the impact of the changes and, if Contractor's assessment is that the changes require an alteration of its obligations under this Agreement, Contractor and Owner shall seek to agree in writing to terms that reflect Contractor's assessment. Owner is ultimately responsible for monitoring the condition of the Equipment and ensuring recommendations from Contractor are followed. Contractor's customer portal(D-Tech)is available for Owner to monitor the Equipment's condition and Contractor's recommendations. Owner is responsible for responding promptly to Contractor's requests to schedule preventative maintenance, otherwise Contractor will not be liable for damage caused by unscheduled maintenance. Owner is responsible for proposing maintenance windows when an outage would not cause major disruption to owner's operations. In the event Owner does not allow a system to go into maintenance bypass during a major maintenance inspection,failure of equipment is not covered. Damage to any equipment or load loss from UPS support of non-critical loads such as vending machines, motors, heaters, HVAC or any non-computer based equipment not designed to be supported by UPS systems is not covered. E. Recalls In the event of a recall or modification from a manufacturer on a customer's specified piece of equipment, Contractor is not responsible for ensuring these modifications are performed nor is Contractor responsible for any damages caused by the defect if the customer fails to have the manufacturer remedy the defect. F. Equipment Responsibility Contractor is not responsible for coverage of damaged or failed components in the following circumstances: (1)damage to any equipment caused by a capacitor or fan that Contractor has recommended replacing due to its condition or age(usually 5 years for capacitors and 7 years for fans); (2)damage to any equipment caused by a battery that Contractor has recommended replacing due to its condition or age(usually 4 years for batteries); or(3)damage caused by Equipment continually operating in temperature ranges outside of the tolerance range(68F to 77F degrees),or Equipment exposed briefly to extreme temperatures.While Contractor will exhaust all avenues to repair Equipment despite its age or condition, Owner is responsible for all costs involved in replacement of Equipment that is obsolete and/or deemed unrepairable. If Equipment is past Manufacturer's End-of-Life and/or is deemed unrepairable, Contractor's obligations under this Agreement shall cease on that piece of Equipment. 3.Contractor's Responsibility Contractor agrees that it will, by its authorized representatives, inspect and maintain the Equipment in good operating condition by performing maintenance and inspection services and/or emergency services as specified on such Quote(s), upon receipt of telephonic notification at its General Offices in Minneapolis.The Quote(s)attached hereto including the additional conditions thereof applicable to the Equipment are incorporated herein as part of this Agreement.Additional equipment may be added to this Agreement for an additional fee.Additional Equipment will be identified in subsequent Quote(s)to be attached hereto,showing the start date of service coverage and the annual service fee for the Equipment. Force Majeure. Upon notice to Owner, Contractor may delay delivery of services or goods due to causes beyond Contractor's reasonable control. Such causes shall include but not be limited to war,terrorism,fire or unusually severe weather. 4. Payment In consideration of the services to be performed hereunder, Owner shall pay the sums set forth in the attached Quote(s) specifying the package agreed upon. In addition to the sums stated on the attached Quote(s), Owner shall pay with the charges hereinabove set forth,all applicable State, Local and Municipal taxes levied upon the charges by any taxing authority having jurisdiction thereof,or supply Contractor satisfactory proof of exemption there from.All payments are due net 30 days in full, and any payment not made when due shall be subject to an interest charge of 1.5%per month or fraction thereof, or the maximum rate permitted by law,whichever is less. If any payment is not made when due, Contractor reserves the right to refuse to provide any further service until its receipt of the payment and applicable interest. 5. Insurance Contractor will, at its own cost and expense,obtain and maintain in full force and the following insurance with sound and 1.800.838.7927 1 dc-group.com Page 8 of 10 DCG—QPM—FRM0004 3/12/2018 upon