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DocuSign Envelope ID:CF88711B-EC21-4B19-9D93-F2D593C7F3CA
<br /> reputable insurers during the term of this Agreement: (1)Worker's Compensation insurance in accordance with the statutory
<br /> requirements of the state in which the maintenance is to be performed, (2)Automobile Liability insurance on all motor
<br /> vehicles licensed for highway use and (3)Comprehensive Liability insurance for bodily injury and property damage
<br /> 6.Warranty
<br /> Contractor shall perform the services under this Agreement in a professional and workmanlike manner.The foregoing is
<br /> Owner's sole warranty, and is in lieu of all express or implied warranties including any implied warranty of merchantability or
<br /> fitness for a particular purpose. Contractor's warranty obligation is conditioned upon receipt of all payments due from Owner
<br /> under this Agreement. In addition to the obligation to maintain the Equipment, Contractor hereby warrants to Owner(and
<br /> only to Owner)any part supplied pursuant to this Agreement or replaced pursuant to this Agreement,to be free from defect
<br /> in material and workmanship under normal use and service for a period of thirty(30)days from date of installation thereof.
<br /> This warranty does not cover: (1) Failure of a part due to improper maintenance by entities other than Contractor; (2)
<br /> damage caused by external sources as described in section 10 below; (3)damage to branch circuit breakers or damages to
<br /> UPS or load loss caused by external circuit breakers; or(4)structural component damage,such as:commutator, structural
<br /> frame, bearings,transformers, rust or corrosion,damage to the frame of the UPS unit or its wheels. For any warranty claim,
<br /> Owner shall provide prompt written notice and explanation of circumstances. Owner's sole and exclusive remedy under this
<br /> warranty shall be repair or replacement at Contractor's election. Unless otherwise provided for in this Agreement,
<br /> Contractor's liability under this warranty shall be limited to the repair or replacement of the defective part and all labor
<br /> charges associated with such repair or replacement.
<br /> 7.Assignment
<br /> Owner may not assign this Agreement or any of its rights hereunder or delegate any of its duties hereunder without the prior
<br /> written consent of Contractor.This Agreement shall be binding upon all parties hereto,their heirs,successors and assigns.
<br /> 8.Indemnity
<br /> Contractor assumes no responsibility for any damage or injury to any persons and property except such damage or injury
<br /> that may be held to result solely and directly from or out of(1)any grossly negligent performance by Contractor if its
<br /> obligations under this Agreement or, (2)any willful misconduct on the part of the Contractor, its agent,or employees.
<br /> 9. Liability
<br /> Notwithstanding anything in this Agreement to the contrary, Contractor shall not be liable for any indirect, incidental, special
<br /> or consequential damages such as, but not limited to, lost profits,good will, or other economic loss in connection with,or
<br /> arising out of the services or parts provided under this Agreement,whether or not the possibility of damage was disclosed to
<br /> Contractor or could have been reasonably foreseen by Contractor. Contractor shall not be liable for the payment of any
<br /> subcontractor or other contractor for materials,service or labor furnished except where the same is reasonably necessary
<br /> for Contractor to perform the services described in this Agreement at any location described in the attached Quote(s)
<br /> provided that Contractor has approved of payment to the subcontractor in writing for materials,service or labor furnished by
<br /> such contractor or subcontractor as long as it does not include any services upon Equipment to be performed by Contractor
<br /> pursuant to this Agreement.The liability of the Contractor for any cause whatsoever shall not exceed in value the total of
<br /> 125%of the contract amount, except in the event that any damage to the equipment has been caused by the Contractor's
<br /> personnel while at the Owner's site performing routine maintenance or emergency service, in which case liability shall be
<br /> limited to the extent of the replacement of parts and installation thereof by the Contractor.
<br /> 10.General
<br /> This Agreement and any written amendments represent the entire Agreement between the parties,with neither party relying
<br /> upon any representations or promises not incorporated in writing herein.Any amendment to this Agreement shall be in
<br /> writing and duly executed by the authorized representatives of the parties. Either Owner or Contractor may terminate this
<br /> Agreement at any time upon thirty(30)days written notice. Contractor shall be relieved of any and all obligations, liabilities,
<br /> and responsibilities hereunder with regard to any Power Module and/or Battery that has been subject to neglect, accident,
<br /> fire,flood, lightning,vandalism,acts of God, misuse, misapplication, incorrect connection, external damage or that has been
<br /> subject to repair or alteration not authorized by Contractor in writing. Service prices do not include rotary bearing changes on
<br /> flywheel and rotary UPS equipment. Owner shall be invoiced for,and shall pay for,all services not expressly provided for by
<br /> the terms hereof, including without limitation,site calls involving an inspection that determines no corrective maintenance is
<br /> required. Should parts be taken out of inventory and allocated for a specific job, Contractor reserves the right to invoice
<br /> separately for the parts if the installation or labor portion of this job is delayed by Owner. If any provision of this Agreement is
<br /> invalidated for any reason,this Agreement shall remain in force except for the invalid provision. No action arising out of this
<br /> Agreement, may be brought by either Owner or Contractor more than two(2)years after the cause of action has arisen or, in
<br /> the case of action for nonpayment, more than two(2)years after the due date of the last payment.This Agreement shall be
<br /> construed in accordance with and governed by the laws of the State of Minnesota.Owner and Contractor hereby agree that
<br /> all disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the State and Federal Courts located
<br /> in Hennepin County, Minnesota. Owner shall be liable to Contractor for collection the cost, including reasonable attorney's
<br /> fees, Contractor incurs in collecting any amount payable by Owner under this Agreement.
<br /> 11.Cancellation Policy
<br /> If Owner cancels this Agreement by giving Contractor at least thirty(30)days written notice before the cancellation date,
<br /> Contractor will credit Owner with the unearned amount of the contract price less any unpaid amount for spare parts supplied
<br /> or labor provided by Contractor in connection with emergency service. If Owner cancels this Agreement without giving
<br /> Contractor at least thirty(30)days written notice, Owner's credit will be reduced by a cancellation fee equal to one and one-
<br /> half(1 1/2)months of the contract price.
<br /> 12.Confidentiality
<br /> The parties recognize that certain technical information which may be disclosed by each to the other in connection with the
<br /> services provided under this Agreement represents confidential and valuable and proprietary information, and neither party
<br /> will,without the written consent of the other,disclose such information to any person other than those of its employees who
<br /> must have access to such information in order utilize it for the Agreement.All such employees shall be required to maintain
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