Professional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal

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Section II. Excluded Services (a) The following equipment and services shall be excluded from the monthly maintenance and repair service agreement if they exceed the allocated quota for `On -Call Maintenance': (i) Communication and electrical lines external to the equipment; (ii) Changes or alterations in specifications; (iii) Painting, refinishing, or furnishing materials; (iv) Installation, moving, or removing of equipment unless required as part of the repair process; (v) Repairs made necessary by action of the Customer, its employees, agents, contractors or invitees; (vi) Any changes to sensor equipment by the Customer that affects the telemetry, including periodic sensor calibration; (vii) Repairs made necessary due to attempts by the Customer to repair or maintain EmNet's equipment unless authorized by EmNet; (viii) Maintenance and repairs to equipment not specifically identified in "Attachment A", "Monitoring Location Schedule"; (ix) Service during holidays or weekends, or service not covered by this Agreement. Holidays are defined as New Year's Day, Martin Luther King Day, Presidents Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and the day after, Christmas Eve and Christmas Day; (x) Maintenance and repairs made necessary due to events beyond EmNet's control such as, but not limited to, vandalism, construction by others that cut electric lines, unusually heavy debris that destroys or otherwise disables sensors, sensor or monitor (level transducer, flow meter, or water quality sensor) function or installation failure, or acts of God (e.g., lightning strikes, etc.); (b) Excluded Services requested of EmNet outside of this Scope of Work will be billed by EmNet on a time and material basis. EmNet does not perform any work requiring confined space entry. Section III. Fees EmNet shall prepare invoices for the EmNet Services in accordance with its standard invoicing practices and submit the invoices to Customer on a monthly basis. Invoices are due and payable within 30 days of receipt. In addition, EmNet may, after giving seven days written notice to Customer, suspend all EmNet Services under this Agreement until EmNet has been paid in full all amounts due for Fees and Reimbursable Expenses and other related charges. Customer waives any and all non -disputed claims against EmNet for any such suspension. All payments should to EmNet, LLC and mailed to: EmNet, LLC, Attn: Kellie Culp 121 S. Niles Ave South Bend, IN 46617