HomeMy WebLinkAboutCORRESPONDENCE - GENERAL CORRESPONDENCE - 9957376byrSdweeidw Eleccrlc
Date: 12/03/2009
Reference: 1 -1329444566
Offer Valid Until: 3/3/2010
FORT COLLINS POLICE DEPARTMENT
2221 TIMBERLINE ROAD
FORT COLLINS, CO 80525
Subject: Service Contract 1-1329444566
Dear Mary, ,
Thank you for choosing APC by Schneider Electric. Your investment in a critical power and cooling
system demonstrates the importance you place on seamless, high quality power. The addition of a
maintenance contract to your equipment will significantly enhance the dependability and reliability of your
system and add to your peace of mind.
APC by Schneider Electric offers a variety of maintenance packages that have been tailored to meet the
needs of its customers and ensure complete customer satisfaction. Please review and approve the
enclosed service contract proposal and feel free to contact me if you have any questions or need any
further information.
Sincerely,
SHERRY BRESTEL
sherry. brestel@mgeups.com
APC by Schneider,Electne.
Contract No.:1-1329444566 Page 1 / 13
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Should the Services fail to Comply with such standards, the Company agrees to re -perform such deficient Services at no cost
to Customer provided that the Company has received written notification within thirty (30) days following the completion of the
specific Services giving rise to the claim. FURTHERMORE, CUSTOMER AGREES TO/HOLD THE COMPANY
HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN STRICT ACCORDANCE WITH
THE CUSTOMER'S SPECIFICATIONS OR DIRECTIONS WHICH ARE CONTRARY TO THE TERMS OF THIS
CONTRACT OR THE COMPANY'S STANDARD PRACTICES.
6.2 Exclusive Warranties. THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT
OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, TITLE, NON -INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE
COMPANY'S WARRANTIES CONTAINED HEREIN RUN ONLY TO CUSTOMER, AND ARE NOT EXTENDED TO ANY
THIRD PARTIES.
6.3 Exclusions. The Company shall not warrant nor is the Company required to provide any Service on any
Product defects (i) resulting from a) the Product being modified by any person other than the Company, (b) incorrect use
of the Product (c) unsuitable environmental conditions, or (d) causes not attributable to the Product, or (i) which were not
apparent at the time of the Service visit. The Company will submit to the Customer an estimate of the additional repair
work required to correct any such defects. Said estimate will be based on the Corn pany labour and spare parts price list in
force when the estimate is issued. The Company will not perform any additional Services without having obtained the
Customer's written contract to the estimate. The opinion of the Company as to whether or not the work Is additional
maintenance work and therefore not covered under this Contract shall be conclusive. Furthermore, the Company is not
responsible for any software, firmware, information or memory data of Customer or End Users contained in, stored on, or
integrated with any Products returned to the Company for repair, whether under warranty or not. The Company also
makes no warranty or representation that Its Software will work in combination with any hardware or applications software
products provided by third parties, that the operation of the Software will be uninterrupted or error -free, or that all defects
In the Software will be corrected.
ARTICLE 7. LICENSE AND RESTRICTIONS
7.1 Trademarks. Neither Customer nor its Affiliates have any right to incorporate any Trademark into Customer's or
Affiliate's company name or trade name. Neither Customer nor its Affiliates will alter, cover, obfuscate or remove any
Trademarks placed by the Company on the Products or any material contai ned therein.
ARTICLE 8. LIABILITIES
8.1 Limitation of Liability. THE COMPANY'S MAXIMIUM LIABILITY TO CUSTOMER FOR DIRECT DAMAGES
WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER PURSUANT TO THIS CONTRACT. THE FOREGOING
LIMITATION WILL NOT REDUCE THE COMPANY'S OBLIGATIONS RESULTING FROM A BREACH OF THE
INTELLECTUAL PROPERTY INDEMNIFICATION SECTION OF THIS CONTRACT, OR THE COMPANY'S LIABILITY
FOR BODILY INJURY CAUSED BY THE COMPANY'S NEGLIGENCE. NOTWITHSTANDING ANY PROVISION IN
THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS,
AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE
OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILfTY OF
SUCH DAMAGES.
8.2 ADolicability of Limitations of Liability. The limitation of liability in Section 8.1 shall apply to the full extent permitted
by law, and shall apply whether liability is grounded in contract, tort, or otherwise, and shall extend to each party and their
respective Affiliates, directors, officers, and employees.
8.3 Survival of Article 8 The provisions of this Article 8 shall survive the expiration or termination of this Contract for
any reason.
ARTICLE 9. TERM AND TERMINATION.
9.1 Term. The Initial Term of this Contract is provided for elsewh ere in thi s Contract. At the end of the I nitial Term, if
not explicitly stated otherwise in this Contract, this Contract shall be automatically renewed for successive one-year
periods thereafter (each, a 'Renewal Term") unless either the Company or the Customer gives notice of Cancellation in
writing to the other ninety (90) days before t he end of the Initial Term or Renewal Term then in effect.
9.2 Termination for Non -Payment. Company may terminate this Contract, or any portion thereof, if Customer fails
to pay when due any amounts due pursuant to any Purchase Order and such failure continues for a period of thirty (30)
days after written notice is given to Customer.
9.3 Termination for Cause. Except as provided in the previous section, this Contract may be terminated
immediately on written notice by either party (i) in the event the other party breaches any term of this Contract and fai Is to
JAPC by Schneider Electric wV.,W.apC.00M
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cure such breach within thirty (30) days following receipt of written notice thereof from the non -breaching party; (d) if the
other party becomes insolvent or upon the institution by the other party of insolvency, receivership or bankruptcy
proceedings or any other proceedings for the settlement of its debts; or (iii) following the Institution of such proceedings
against the other party, which proceedings are not dismissed or otherwise resolved In that party's favor within sixty (60)
days thereafter or upon the other party's making a general assignment for the benefit of creditors or the other party's
dissolution or ceasing to conduct business in the normal course. Furthermore, the Company shall have the right without
liabllity and without limiting any other right or remedy available, to suspend all Services to Customer. Suspension of
Services by the Company does not relieve Customer of its obligation to pay the appropriate service fees. I n the event of a
dispute regarding fees owed to the Company, the Parties agree to use commercially reasonable efforts to resolve the
dispute in a timely manner.
ARTICLE 10. INTELLECTUAL PROPERTY INFRINGEMENT
10.1 Third -Party Claims. The Company will defend or settle any dalm against Customer alleging that a Service
provided under this Contract infringes a third party's intellectual property right, if Customer:
(a) promptly notifies the Company of the claim in writing;
(b) cooperates with the Company in the defense of the claim; and
(c) grants the Company sole control of the defense or settlement of the claim.
Company will pay infringement claim defense costs, Company -negotiated settlement amounts, and court awarded
damages with respect to any such claim.
10.2. Remedies. If a claim under Section 10.1 above appears likely, then the Company may modify the Company
Products or Services, procure any necessary license, or replace the affected item with one that is functionally equivalent.
If the Company determines that n one of these alternatives is reasonably available, then the Company will issue Customer
a refund equal to the depreciated value of the affected item.
10.3. Exclusions. The Company has no obligation for any claim of infringement arising from:
(a) Company's compliance with Customer or Customer sponsored third party designs, specifications, instructions,
or technical information;
(b) Modifications made by Customer or a third party;
(c) Customer non-compliance with the Documentation, or
(d) Customer use of Products with non -Company products, software, or services.
ARTICLE It. MISCELLANEOUS
11.1 Binding Nature. Assignment, and Subcontracting. This Contract shall be binding on the parties and their
respective successors In interest and permitted assigns. Neither party shall have the power to assign, except to an
Affiliate of such party, this Contract without the prior written consent of the other party, which consent shall not be
unreasonably withheld.
11.2 Intellectual Property Riahts. Customer shall not have or obtain title to any tangible or intangible property or
materials which the Company may supply, and all such items may be used only for the performance of this Contract.
11.3 Counterparts. This Contract may be executed in several counterparts, all of which taken together shall
constitute one single contract between the parties.
11.4 Headings, The Article and Section headings used in this Contract are for reference and convenience only and
shall not affect the interpretation hereof_
11.5 Relationship of Parties. The Company is performing only as an independent contractor. Nothing set forth herein
shall be construed to create the relationship of principal and agent between the Company and Customer.
11.6 ConfidentiaNty. Each party acknowledges that in the course of performance of its obligations pursuant to this
Contract, such party may obtain confidential and/or proprietary information of the other party. "Confidential Information"
Includes: any information relating to development plans, costs, finances, marketing plans, equipment configurations, data,
access or security codes or procedures utilized or acquired, business opportunities, names of customers, research, and
development; the terms, conditions and existence of this Contract; any information designated as confidential in writing or
Identified as confidential at the time of disclosure if such disclosure is verbal or visual; and any copies of the prior
categories or excerpts included in other materials created by the recipient party. Each party agrees that, for a period of
five (5) years following its receipt of Confidential Information from the other party, whether before or after the effective
APC by Schneider Electric. wrvw,apc.cam
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date of this Contract, such recipient party shall use the same means it uses to protect its own confidential and proprietary
information, but in any event not less than reasonable means to prevent the disclosure and to protect the confidentiality of
the Confidential Information. Further, the recipient party shall only use the Confidential Information for the purposes of
this Contract, and shall not disclose the Confidential Information without the prior written consent of the other party. This
provision shalt not apply to Confidential Information which is (1) already known by the recipient party without an obligation
of confidentiality, (H) publicly known or becomes publicly known through no unauthorized act of the recipient party, (iii)
rightfully received from a third party (other than an Affiliate or customer of the party owning the Confidential Information)
without an obligation of confidentiality, (iv) disclosed without similar restrictions by the party owning the Confidential
Information to a third party (other than an Affiliate or customer of the party owning the Confidential Information), (v)
approved by the party owning the Confidential Information, in writing, for disclosure, or (vi) required to be disclosed
pursuant to a requirement of a governmental agency or law so long as the recipient party provides the other party with
timely prior written notice of such requirement.
11.7 Electronic Communications. If the Company and Customer mutually agree, business communications between
the parties, including, but not limited to, Purchase Orders. invoices, and payment, may be submitted electronically. In
such case, the parties shall mutually agree in writing upon supplemental terms and conditions, including technical
standards, for the electronic exchange of such items including refresh frequency.
11.8 Notices. AN notices that are required under this Contract will be in writing and will be considered effective when
delivered in hand, when mailed by registered or certified mail, return receipt requested, postage prepaid, or when sent by
a third party courier service where receipt is verified by the receiving party's acknowledgement to the address provided on
the first page of this Contract or as those addresses are modified from time to time.
11.9 Force Maieure. Neither party will be liable for performance delays nor for rwn-performance due to causes
beyond its reasonable control; however, this provision shall not apply to Customer's payment obligations.
11.10 Severability. If for any reason a court of competent jurisdiction finds any provision of this Contract, or portion
thereof, to be unenforceable, that provision of the Contract shall be enforced to the maximum extent permissible so as to
effect the intent of the parties, and the remainder of this Contract shall continue in full force and effect.
11.11 Waiver. Any waiver of this Contract or of any covenant, condition, or contract to be performed by a party under
this Contract shall (i) only be valid if the waiver is in writing and signed by an authorized representative of the party
against which such waiver is sought to be enforced, and (0) apply only to the specific covenant, condition or contract to be
performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent
instance or breach.
11.12 Remedies. The remedies set forth in this Contract shall be the exclusive remedies of the parties and shall
constitute each party's exclusive liability and sole remedies for claims arising out of this Contract.
11.13 Survival of Terms. Termination or expiration of this Contract for any reason shag not release either party from
any liabilities or obligations set forth in this Contract which (i) the parties have expressly agreed shall survive any such
termination or expiration, or (ii) remain to be performed or by their nature would be intended to be applicable following any
such termination or expiration.
11.14 Export Control. Customer acknowledges and agrees that the commodities, software, and/or technology herein
are subject to the export control laws and regulations of the United States and/or other national governments. These
regulations include, but are not limited to, the U.S. Export Administration Regulations (US EAR), the U.S. State
Department's International Traffic in Arms Regulations (ITAR), sanction regimes of the U.S. Department of Treasury
Office of Foreign Assets Controls (OFAC) and export laws and regulations of the European Union (EU) and/or any of its
member states. Customer will comply with these laws and regulations. Customer shall not, without prior U.S.
Government authorization, export, re-export, or transfer any commodities, software, or technology, either directly or
indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of said countries, or to
arty person, organization, or entity on any of the restricted parties lists maintained by the U.S. Departments of State,
Treasury, or Commerce. In addition, any commodities, software, or technology herein may not be exported, re-exported,
or transferred to any end -user engaged in activities, or for any end -use, directly or indirectly related to the design,
development, production, use, or stockpiling of weapons of mass destruction (e.g. nuclear, chemical, or biological
weapons, and the missile technology to deliver then). The Company may suspend performance of this Contract if
Customer is in violation of any applicable laws or regulations.
11.15 Data Protection. (a) In ttus Section `the Directive' means Directive 95/46/EC of the European Parliament and
the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the
free movement of such data, and where appropriate, terms used in this clause shall have meanings ascribed to them in
the Directive. (b) In the event that either party (the "Receiving Party"), its agents, contractors or employees are permitted
access to personal data held by the other party for any reason or are supplied with or otherwise provided pers onal data by
the other party for any purpose, the Receiving Party, its agents, contractors, or employees shalt: (i) use and/or hold such
personal data only for the purposes and in the manner directed by the other party and shall not otherwise modify, amend
or alter the contents of such personal data unless specifically authorized in writing by the other'party and shag take all
such steps as may be necessary to safeguard such personal data; (ii) comply in all respects with the Directive as well as
local applicable law and shall not do or permit anything to be done which might jeopardize or contravene the terms of the
other party's notification under the Directive or local applicable law; and (iii) indemnify the other party against all liability,
"APC bvSchneiderElectrica h wwvu.ap'e':com'
Contract No.:1-1329444566 Page 12 / 13
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damages, costs, claims and expense which it may incur by reason of any default under this clause or any breach of the
Directive or local applicable law attributable to or caused, directly or indirectly, by Receiving Party, its employees, agents
or contractors, including without limitation, the fail ure to prevent disclosure thereof in cont ravention of the Directive or local
applicable law.
11.16 Governino Law and Dispute Resolution. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
CONTRACT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, c a 00 p
(A) [If this Contract is for Services to be performed In the Unit fates this Contract shall be governed by the laws, other
than the choice of law rules, of the GewmrvnwvaMrvM If this Contract is for Services to be performed in
Europe, Middle East or Africa: this Contract shall be governed by the laws, other than the choice of law rules, of the
Republic of Ireland. If this Contract is for Services to be performed in the PEOPLE'S REPUBLIC OF CHINA: this
Contract shall be governed by the laws, other than the choice of law rules, of the Peoples Republic of China.
(B) The part roe that any and all disputes, claim c
ontroversies or causes of action (each, a "Dispute") which the
parties are unable resolve for any reason after appless set out above, shall be completely and finally
settled by submission any such Dispute to arbitrationles of conciliation and arbitration of the Shanghai
Branch of China Ir ati Economic and Trade Arbiton ("CIETAC") then in effect For resolution of
any Dispute, the parties sha elect three (3) arbitrators in accordant such CIETAC rules. Any arbitration
proceeding shall take place In S al and shall apply the laws of People's R c of China. Any award made by the
arbitrators shall be final and binding on parties. Judgment on such award may be red in any court of appropriate
jurisdiction, or application may be made to t court for a judicial acceptance of the awar an order of enforcement,
as the party seeking to enforce that award elect. The parties expressly subject th ves to the personal
jurisdiction of such court for the entry of any such ' ent and for the resolution of any dispute, act r suit arising In
connection with the entry of such Judgment. The langua f the arbitration shall be English.]
APC by Schneider Electric, viww:a �d.corrr
Contract No.:1-1329444566 Page 13 113
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by EihnvldW Eltt[eie
Service Contract 1-1329444566
FORT COLLINS POLICE DEPARTMENT
Opportunity No.: 1-H1 RL2R
Start Date: 12/3/2009
End Date: 12/2/2010
APC by Schneider Electric vwvw.apC.cem
Contract No.:1-1329444566 Page 2 113
by l W Electric
Service Offering and Assets Covered
FORT COLLINS POLICE DEPARTMENT
Installed Site 2221 TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Covered•AssetsY/ Service Products M yL -'>•
��(rrr..Start,-r• Discount ;. Exfended�
t N 1 ��''•t j�'s 131 k('7'1'�-
`l yls
4 39+.v Q,i�{
C
...�,..v,.f:?.__j._..t:�... ....r _ '� ' .5si £-.i.+.E 7.? rnce
mac,<.
r Amount, .tom,
_..e;_�,.ur..�.-.*
Battery Rack (Buyout)-1070028-1A
Valid From 12/03/2009 to 12/02/2010
2
(1) Battery Preventive Maintenance Visit - per battery
$1,200.00
Valid From 12/03/2009 to 12/02/2010
Scheduling Upgrade to 7X24 for Existing Battery Preventive 2
$400.00
Maintenance Service - per battery
Battery Rack (Buyout)-1070028-1 B
Valid From 12/03/2009 to 12/02/2010
Scheduling Upgrade to 7X24 for Existing Battery Preventive 2
$400.00
Maintenance Service - per battery
Valid From 12/03/2009 to 12/02/2010
2
(1) Battery Preventive Maintenance Visit - per battery
$1,200.00
Battery Rack (Buyout) - 1070028-1 C
Valid From 12/03/2009 to 12/02/2010
2
(1) Battery Preventive Maintenance Visit - per battery
$1,200.00
Valid From 12/0312009 to 12/02/2010
Scheduling Upgrade to 7X24 for Existing Battery Preventive 2
$400.00
Maintenance Service - per battery
UPS PW 225KVA 480/480 SINGLE - 50XG17005
Valid From 12/03/2009 to 12/02/2010
1 Year 4HR 7X24 Response Upgrade to Factory Warranty 1
$2,175.00
or Existing Service Contract for 151 to 500 kVA
Valid From 12/03/2009 to 12/02/2010
(1) Year Advantage Ultra Service Plan for (1) Galaxy PW 1
$6,100.00
225 kVA UPS
Valid From 12/03/2009 to 12/02/2010
(1) Preventive Maintenance Visit for (1) Galaxy PW 225 1
$1,500.00
kVA UPS
Site Sub -Total
$14,575.00
Grand Total'
$14,575.00
***Excluding all applicable Taxes
APC by Schneide'r Electric wvm,ap.c.com
Contract No.:1-1329444566 Page 3 / 13
by$ChnQkkr Ele—ic
Contract Start Date: 12/3/2009
Contract End Date: 12/2/2010
Invoicing Schedule:
Payment Terms:
Invoicing Address:
Additional Terns & Notes
Special Terms:
Notes:
Emergency Contact Information
(LOCALIZATION TASK)
APC Contact:
APC Customer Contact:
APC Phone Number In Case Of Emergency:
APC by Schneider Electric www.apc.com
Contract No.:1-1329444566 Page 4 113
by $dv Wckr Electric
SERVICE CONTRACT
Contract Number: 1-1329444566
Start Date: 12/3/2009
End Date: 12/2/2010
This Contract is made between:
"The Company"
APC SALES AND SERVICE
132 FAIRGROUNDS RD
WEST KINGSTON, RI 02892
UNITED STATES
Signature:
Name:
Title:
Date:
"The Client'
FORT COLLINS POLICE DEPARTMENT
2221 TIMBERLINE ROAD
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Signatur
"I Z�2
Name:
Title: C`TD20-vice Lei"T71-v
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Date:
Purchase
Order Number:
IAPC by Schneider Electric vrww.apC.com
Contract No.:1-1329444566 Page 5 / 13
by Sdhnddar Elec-ic
APC by Schneider Electric has the services to support you in these efforts and protect your investment. Our services
portfolio is designed to ensure your applications receive the care they need to operate efficiently, Preventive
Maintenance, On -Site Service, Remote Monitoring, Extended Warranty, and Training services may be ordered
individually (see product description below), or as a package at discounted prices (see package descriptions on next
page).
0 �
® On -Site Service
■ Preventive Maintenance Services
Get the help you need on location to bring your business
An examination of your system to ensure optimal
back up and running in a time frame compatl ble with your
performance and prevent problems before they occur
business requirements.
Power and air systems contain components and parts
Our Field Service Engineers arrive on -site to isolate
that will wear out over time. Depending on your product
and correct the problem in as little time as possible,
and its environment, we'll help you choose from the
minimizing downtime. Options available:
following options:
- 4 Hour - Next Day
- Monthly Preventive Maintenance
- Next Business Day - Best Endeavor
- Quarterly Preventive Maintenance
- Semi-annual Preventive Maintenance
■ Service Pack Extended Warranty
- Annual Preventive Maintenance
Provides an extension of coverage beyond the factory
"All of these maintenance services are available with
warranty
an option to
In the unlikely event of a failure of your single-phase
schedule service outside of normal business hours
UPS, your product will be repaired or replaced
quickly, minimizing downtime. Our warranty
® Battery Replacement
guarantees free next business day delivery of parts
Provides you with new batteries when needed,
or unit to ensure you get what you need as soon as
guaranteeing your system is backed up appropriately
you need it.
Battery service and replacement is a vital component
Options available:
of any UPS maintenance program since even one
- 1 Year - 3 Year
failed battery can compromise an entire system.
Whether it is necessary to replace one or all of your
® Remote Monitoring Services
batteries, we will provide you with the new batteries
Secure 24-hour monitoring to keep your system running
required for reliable back-up.
at optimal performance
Easy -to -use Web -based service that lets you
® Decommissioning/Removal/Disposal
respond to environmental or systems changes
End -of -life treatment of your equipment.
according to your escalation procedure. With secure
Safe and efficient dismantling and removal of your old
24-hour monitoring, this service reduces the
equipment, including proper disposal, complying with
complexity of managing your infrastructure,
international regulations regarding handling end -of -life
minimizes the strain on internal resources, and
electrical equipment, and recycling of waste.
enables you to meet availability objectives.
■ Swap Pack/Trade UPS
■ Training
Provides a smooth transition to an upgraded system
Award -winning trainers give you the skills you need
to increase the availability and productivity of your
We know your power and cooling requirements are
equipment while decreasing support requests,
continuously evolving. Swap Pack is a replacement
Our InfraStruXure® Orientation and Training
service that integrates all the elements necessary to
Service increases your understanding and ability to
upgrade your system quickly and without Interruption.
Trade -UPS is a cost-effective program for customers
interface with your ISX solution. Training is also
available on industry technologies and trends.
who want to continually upgrade to new systems or
technologies.
APC by Schneider Electric Aaww.a e:com ,
Contract No.:1-1329444566 Page 6 l 13
tsySd H1kkr Et•rcric
Preventive Maintenance Visit
Preventive Maintenance (P`v1) Visits are performed annually for
power products and semi-annually for cooing or'oducts. AN par7s,
labor and travel related to the visit are included. These visits are
performed during normal working hours Mon -Fri (5x8). Upgrade
options are available for additional visits of performed after hours
& can be purchased at an additional cost'..
PM Visit provides certified APC by Schneider Flechic service staff
on site at a predetermined date in order to
Perform Visual Inspection
Perform Environmental Inspection
Perform Mechanical/Electrical Inspection
Verify firmware revision and update as needed
Deliver Site Report with service recommendations:
On -Site Service
A certified field service engineer arrives On site in the event o! a
failure. Guaranteed response time is Next Business Day with an
option to upgrade, to faster response in sorne regions. AclivNes
performed include
Check system status
Check system alarm
`�
LLJ
Troubteshoot reported issue and diagnose problem
Repair system as required
Complete functional tests after repair
Deliver detailed report of action taken
Implement firmware update as needed
Tech Support
Provides escalation suppoit to address system issues in a timely
and efficient manner
Priority Access to the Supply Chain
50
Quick access to manufacturer's spare parts
Parts (Exception: Batteries)
Discounted
Discounted
All
rates
rates
included!
Labor & Travel
Standard
All
All
rates
included!
included!
APC by Schneider. Electric '; WWW.a c.com
Contract No-:1-1329444566 Page 7113
by 9dawlder Electric
TERMS AND CONDITIONS
The following terms and conditions govern the attached Service Contract between Customer and Company. The Service Contract,
these terms and conditions and any documents incorporated by reference therein shall hereafter be referred to as the "Contract".
in the case of a conflict between these terms and conditions and the Service Contract, the Service Contract shall prevail.
DEFINITIONS ARTICLE 1
1.1 Certain Definitions.
A. "Affiliate" means any entity controlling, controlled by or under common control with either party. "Control" shall
mean the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or income interest in a
company or other business entity or such other relationship as, In fact, constitutes actual control.
B. "Change' means any alteration to a Purchase Order or to this Contract, or any extra work, delay or other
circumstance which results in an adjustment to any of the cost, delivery schedule, and/or any other affected provision of
this Contract.
C. "Commissioning" means on site Start-up and testing of the Products, In accordance with the Company's standards.
D. "Documentation" means the Company user guides, operating manuals, education materials, product
descriptions and specifications, technical manuals, supporting materials, and other information relating to the
Products or Services made available by the Company, whether distributed in print, magnetic, electronic, or video
format, in effect as of the date the applicable Service is provided to Customer, or at the Customer's request, to the
End User.
E. "End User" means the third party, final user of the Product or Service.
F. "Product' means (Individually or collectively, as appropriate) the hardware, Software, Documentation, supplies,
spare parts, accessories, and other commodities, on which Services shall be provided by the Company pursuant to
this Contract.
G. "Purchase Order' means a written or electronic order from Customer for the purchase of Services.
H. "Services" means the Start-up, Commissioning, repair, and/or maintenance activities to be performed by the
Company pursuant to this Contract.
I. "Software" means machine-readable instructions and data (and copies thereof) Including middleware and
firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating
procedures, but specifca By excluding the Company proprietary software that is not commercially available.
J. "Specifications" means the manufacturer's publis hed specifications for the Products or Services.
K. "Start-up" means installation of the Product at the End User's site and verification by the Company that the
Product is in substantial conformance with the Specifications.
L. "Substantial Completion" means the point in time at which the Products have been installed such that
Commissioning and Start-up of the Products may thereafter commence, as further defined herein.
M. "Trademarks" means all applicable trademarks, and service marks legally registered to and claimed or used by
the Company and its Affifiates.
ARTICLE 2. PURCHASE ORDERS
2.1 Customer shall reference this Contract on all Purchase Orders related to this Contract. All Purchase Orders are
subject to acceptance by the Company. These terms and conditions supersede and replace in their entirety any and all
terms and conditions set forth on the face or reverse side of any Purchase Order or other document presented by
Customer, except for the specific terms of the Purchase Order setting forth the price, quantity, and delivery location,
unless different terms are mutually agreed to between the parties. AN Purchase Orders placed with the Company for
Service(s) shall be subject to availability and Customer's favorable credit status with the Company.
ARTICLE 3. PROVISION OF SERVICES AND CERTAIN CONDITIONS
3.1 Installation. If installation is provided for, the Company shall install the Product in good working order at the
designated location in accordance with the standards agreed to between the parties. Company shall not be Gable for any
differing, subsurface, latent or concealed conditions encountered In the performance of any Services. The existence of such
differing, subsurface, latent or concealed conditions shall constitute a Change.
3.2 Site Preparation. Any specific environmental conditions which are required for the provision of the Services
shall be the responsibility of Customer unless otherwise specified herein. The Company shall be entitled to rely on the
sufficiency and accuracy of any documentation or data, whether written or oral, provided by Customer to the Company
regarding site conditions and site preparation requirements.
3.3 Health and Safety. If the Customer is subject to health and safety laws or regulations which are more stringent
than the health and safety standards governing Company, or if Customer elects to operate under more stringent health
and safety standards than those to which Company Is subject, and Customer requires the Company to comply with those
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higher standards, the Company shall be entitled to charge the Customer any extra costs incurred in so complying.
Furthermore, the Company may refuse, without any liability to Customer whatsoever, to perform in whole or In part the
Services provided for in this Contract if the site presents unhealthy or unsafe conditions.
3.4 Relocation. If Customer relocates any of the Products which are subject to the terms of this Contract without the
Company agreeing to perform maintenance work as provided under this Contract at the new site, the Company shall have
the right, without any liability to Customer, to terminate the portion of the Contract that relates to the new site without any
liability to Customer. Any such termination shall not relieve Customer of any maintenance fees to be paid or invoices due
under this Contract.
3.5 Information. Information and/or notices given by the Company to the Customer in the course of this Contract
shall be deemed to be correctly given if provided to employees or representatives of the Customer.
3.6 Site Access. The Company shall have reasonable access to the sites and the Products specified in this
Contract. The Company will be entitled to charge the Customer at its normal rates for the time lost by the Company's
employees as a result of delays from the Customer in granting access to the site.
3.7 Third Party Providers. If a party other than Company services the Products and if in the Company's reasonable
opinion, corrective action is required to return the affected Products to their normal operating condition, the Company will
offer to perform such work at the service rates and spare part prices in force at the time of the offer. The Company will not
be obliged to perform maintenance work under this Contract until this remedial work has been done.
3.8 Regulatory Requirements. When required by national regulations or safety rules, an employee or representative
of the Customer shall be present in the room where the maintenance work takes place. If no employee or representative
of the Customer is present, the Company shall have the right to stop its work and to Invoice the Customer at its normal
labor rate.
ARTICLE 4. PRICE AND PAYMENT
4.1 Prices and Fees for Services. Prices and fees for the Services shall be as provided for in this Contract Any
quotes, including but rot limited to quotes for price or availability are estimates onfy and do not include any applicable
taxes, duties or other similar costs.
4.2 Prices for Services. Additional Services, Contract Renewal and Multi -year Contracts. If the Initial Term of the
Contract is for more than one year, yearly invoices will be issued by the Company at each anniversary date and shall be
paid by the Customer in accordance with the payment terms below. Pricing will be adjusted each year at the anniversary
date of the Contract in accordance with the escalation formula indicated in the specific terms of this Contract. Payment
for any additional work not quoted by the Company which goes beyond the scope of this Contract which is approved by
Customer will be paid within ten (10) days of the date of the invoice unless otherwise stated on the invoice.
4.3 Payment. Customer agrees to pay, without offset, all invoiced amounts within thirty (30) days of the Company's
invoice date unless otherwise specifically provided for in this Contract. Payment by Customer shall not be contingent
upon payment by a third party. If the Company places this account in the hands of an agency or a law firth for collection
by legal action, Customer will pay an additional charge equal to the costs of collection including agency and attorneys'
fees and court costs incurred to the extent permitted by laws governing these transactions. In case any invoice is not paid
when due, Company shall be entitled to discontinue any maintenance works with fifteen (15) days' prior notice.
Discontinuation of Services does not relieve the Customer of its obligation to pay for the Services previously rendered and
to pay the yearly fee in whole for the current year.
4.4 Taxes. Unless Customer provides evidence of exemption, Customer shall pay or reimburse the Company for all
taxes which are imposed upon Customer's acquisition of Services. Customer shall not be obligated to pay or reimburse
the Company for any taxes imposed on or measured by net or gross income, capital, net worth, franchise, privilege, any
other taxes, or assessments, nor shall any of the foregoing be imposed on or payable by the Company.
ARTICLES. SUBSTANTIAL COMPLETION
5.1 Substantial Completion If installation is provided for in this Contract, the Company shall provide written
notice to Customer when the Company deems such installation to be Substantially Complete and ready for
Commissioning and Start-up. Within five (5) days after receiving notice of Substantial Completion, Customer shall advise
the Company in writing of any known defects or deficiencies in the Services. Upon receipt of such notice Company shall
then take appropriate corrective action. The installation shall be deemed to have achieved Substantial Completion should
Customer fail to reply to the Company's written notice within said five (5) day time period.
ARTICLE B. WARRANTIES
6.1 Service Warranties. Company warrants that the Services to be performed hereunder shall be performed in
accordance with recognized professional standards customary in the industry in which the Services are being performed.
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