HomeMy WebLinkAboutContract 53105 CITY SECRETARY CONTRACT NO. 53 105
u 22 24 ;'b CONTRACTOR SERVICES AGREEMENT
FOR
Q S�E(0 UNINTERRUPTIBLE POWER SUPPLY EQUIPMENT
SOLE SOURCE
This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation,
acting by and through its duly authorized Assistant City Manager, and Eaton Corporation
("Contractor"), an entity authorized to perform work in Texas. This Agreement
shall be effective as of the Effective Date established herein.
AGREEMENT DOCUMENTS:
The additional documents comprising this Contractor Services Agreement shall
include the following:
1. Attachment A—Eaton UPS Service Quote: 273594-1 dated April 2,2019, in its entirety;
2. Attachment B—Eaton UPS OEM Sourcing Letter dated April 2, 2019;
3. Attachment C—Verification of Signature Authority Form;
Attachments A, B and C, are incorporated herein and made a part of this Agreement for all
purposes. In the event of any conflict between the terms and conditions of Attachments A or B and the
terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES
Contractor hereby agrees to provide uninterruptible power supply services for the City of Fort
Worth Property Management Department as per Attachment A which more specifically describes the
services to be provided hereunder.
2. TERM
This Agreement is effective as of the date subscribed below by the City's designated Assistant
City Manager ("Effective Date") and shall expire upon the completion of the services or 365 days from
the Effective Date("Expiration Date").
3. COMPENSATION
City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B.
Total payment made under this Agreement per term shall be the amount of $35,899.64 ("Contract
Amount"). Contractor shall not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Contractor not specified by this
Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
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4. TERMINATION/CANCELLATION
Termination: Provisions for termination of the contract are found in Attachment A.
Cancellation: City shall have the sole right to cancel this contract prior to the commencement of
work should there be a change in the need for the product or services as determined by the Department
Head or his/her Assistant City Manager.
Non-Appropriation of Funds: In the event no funds or insufficient funds are appropriated and
budgeted in any fiscal period for payments due under this contract, then City will immediately notify
Contractor of such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to City of any kind whatsoever, except to
the portions of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that
it shall treat all information provided to it by City ("City Infornation") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Unauthorized Access. Contractor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Contractor shall notify City immediately if the security or integrity of any City Information has
been compromised or is believed to have been compromised, in which event, Contractor shall, in good
faith, use all commercially reasonable efforts to cooperate with City in identifying what information has
been accessed by unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
6. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent Contractor
as to all rights and privileges and work performed under this Agreement, and not as an agent,
representative or employee of City. Subject to and in accordance with the conditions and provisions of
this Agreement, Contractor shall have the exclusive right to control the details of its operations and
activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its
officers, agents, employees, servants, Contractors and subcontractors. Contractor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor.
Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be
entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractor.
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7. LIABILITY AND INDEMNIFICATION
LIABILITY — IN ADDITION TO THOSE TERMS FOUND IN ATTACHMENT A,
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS,
PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
INDEMNIFICATION — PROVISIONS FOR INDEMNITY ARE AS FOUND IN
ATTACHMENT A.
8. ASSIGNMENT
Provisions for an assignment are as found in Attachment A.
9. INSURANCE AND BONDING
Contractor shall provide City with certificate(s) of insurance documenting policies of the types
and minimum coverage limits and performance and/or payment bonds (if required) each to be in effect
prior to commencement of any work pursuant to this Agreement as provided for in Attachment A.
10. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations as set forth in Attachment A, Part III, Section 14. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately
desist from and correct the violation.
11. NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law, including Chapter 17, Article III, Division 3 of the Fort
Worth Code. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES
TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD
CITY HARMLESS FROM SUCH CLAIM.
12. NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by electronic means with electronic confirmation of the transmission, or (3)
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received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY: To CONTRACTOR:
City of Fort Worth Contrac or business name
Attn:Kevin Gunn J
200 Texas Street
Fort Worth,TX 76102-6314 ' r .'1rW r C�
Email: Kevin.Gunn(@..fortworthtexas.gov Phone:
Phone:817-392-2015 Facsimile:
Facsimile:(817)392-8654 Email:
With copy to Fort Worth City Attorney's Office
at same address
13. SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall,during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
Contractor, any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer.Notwithstanding the foregoing,this provision
shall not apply to an employee of either party who independently responds to a general solicitation of
advertisement of employment by either party.
14. GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement,City does not waive or surrender
any of its governmental powers or immunities.
15. NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW I VENUE
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
17. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
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18. FORCE MAJEURE
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, acts of the public enemy, fires, strikes, lockouts, natural disasters,wars,riots,material or labor
restrictions by any governmental authority and/or any other similar causes.
19. AMENDMENTS/MODIFICATIONS/EXTENSIONS
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
20. ENTIRETY OF AGREEMENT
This Agreement, including its attachments and exhibits, contains the entire understanding and
agreement between City and Contractor, their respective assigns and successors-in-interest, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
21. WARRANTY
Provisions for warranties are as found in Attachment A.
22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, if Contractor has 10 or more full time-employees and the contract value is
$100,000 or more, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Contractor certifies that Contractor's signature provides written
verification to the City that if Chapter 2270, Texas Government Code applies, Contractor: (1) does
not boycott Israel; and(2)will not boycott Israel during the term of the contract.
23. LICENSES AND PERMITS
Contractor certifies that on the day work is to commence under this contract, and during the
duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
Contractor also certifies that if it uses any subcontractor in the performance of this agreement,
that such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
24. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
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25. REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had an opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or its
attachments.
26. COUNTERPARTS
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
27. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Contractor whose name,title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Attachment C. Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
REMAINDER OF THIS PAGE INTENTIONALLY BLANK; SIGNATURES AND
ATTACHMENTS FOLLOW
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Contractor Services Agreement
ACCORDINGLY, the parties hereto have duly executed this Agreement and established the
Effective Date as being the date subscribed by the City's designated Assistant City Manager.
CITY OF FORT WORTH: CONTRACTOR:
Digitally signed by Del Misenheimer
DN'—Del Misenheimer—Eaton
Co, l 6—ihe mer@eatl
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By: By. Date:2079.08.19 13:43.57-04'00'
Name: Kevin Gunn Name: Del Misenheimer
Title: Assistant City Manager Title: Sr.VP/GM
C Z n-1-,<?f i r)
' Date: 8/19/2019
Date: 11 ?ti' MI
APPROVAL RECOMMENDED:
By: —4�v
,OV Name: 14@gef Veflg4s 5+e ve C,oo ke
Title: PMD Department Director '
.ATTEST:
.4
By: ame: Mary ay r , �"
Title: City Secretary
APPROVED AS TO FORM AND LEGALITY:' `eO�4TRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: responsible for the monitoring and
N e: JB tron administration of this contract, including
Title: Assistant City Attorney ensuring all performance and reporting
CONTRACT AUTHORIZATION: requirements.
M&c: NA
Date: NA
1295# Nit
r- By:
Name: Brenda Mi gett
Title: Sr. Administrative Assistant
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
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Contractor Services Agreement
ATTACHMENT A
Eaton UPS Service Quote: 273594-1
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Eaton UPS Service Quote: 273594-1 Curtis Mitchell,Sr.Service Sales Representative
Quote Date: 04/02/2019 Eaton Corporation
(Effective until 05/17/2019) 637 Westport Pkwy
Suite 200
Grapevine,TX 76051
972-342-1568
Email: curtisjmitchell@eaton.com
Prepared For: For Covered Equipment at Site:
Billing Contact: Steve Read, Facility Manager Site Contact: Steve Read,
Billing Company: City of Fort Worth Site Company: City of Fort Worth
5001 James Ave. 6869 Bowman Roberts
Fort Worth, TX 76107 Fort Worth, TX 76179
817-392-6695 817-392-6695
Email: steve.read@fortworthgov.org Email: steve.read@fortworthtexas.gov
We are pleased to provide the following services proposal for your power quality equipment. Please refer to the Scopes of Work
(SOW)for descriptions of service coverage and exclusions. Eaton Corporation terms and conditions(Eaton Corp. Service Agreement
T-0 attachment)govern this proposal, and any purchase order submitted to Eaton pursuant thereto. Additional or different terms
proposed by Buyer, whether in its purchase order or otherwise, shall not be binding upon Eaton Corporation and are hereby rejected
unless expressly agreed to in writing by Eaton Corporation.
Serial Number New/Renewal Model Description Battery Type,Quantity Coverage Type
ED382CBB11 R 9390-40-80 N/A Proactive
Service Plan
EM334UXX02 R 93PM-100-400 N/A Flexible
EP134ZBA03 R 9315-30-50 N/A Flexible
ET442ZBA01 R 9315-100-160 N/A Proactive
Service Plan
EV313ZBA04 R 9315-30-50 N/A Flexible
EX413CAA03 R 9390-100-160 N/A Proactive
Service Plan
EM334UXX03 R 93PM-100-400 N/A Flexible
Quantity 1, Eaton 9390-40-80, N/A
Coverage Start Date: 5/6/2019 Coverage End Date: 5/5/2020 Term: 1 Year
Unit Unit Extended
List Price Net Price Net Price
ProActive Service Plan 8 Hr(PA81NEDX-0080) $6,281.00 $4,861.49 $4,861.49
• After Hours(7x24)
• 8 HR Response Time
• 1x per year: UPS Preventive Maintenance After Hours(7x24)
• PredictPulse Remote Monitoring
• 30%Spare Part Kit and Time and Material Discount
9390-40-80 Total Price: $6,281.00 $4,861.49 $4,861.49
Site Location Model Serial Number Quantity
275 W. 13th St 9390-40-80 ED382CBB11 1 $4,861.49
Subtotal: 1 $4,861.49
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Quantity 1, Eaton 93PM-100-400, N/A
Coverage Start Date: 9/22/2019 Coverage End Date: 5/5/2020 Term: 7 Months 14 Days
Unit Unit Extended
List Price Net Price Net Price
Flex: 8 Hr Rsp, 7x24 Cvg,PredictPulse,Parts&Labor Disc(FL87NEDX-0550) $5,214.16 $4,035.76 $4,035.76
• After Hours(7x24)w/Parts&Labor
• 8 HR Response Time
• PredictPulse Remote Monitoring
• 30%Spare Part Kit and Time and Material Discount
• 1x per term: UPS Preventive Maintenance,After Hours(7x24)(0005NXXX-0550) $2,912.00 $2,253.89 $2,253.89
• EOSL Status Active
Supporting Documents:T-0,X-1,R-2,R-30,R-32,R-33,R-10
93PM-100-400 Total Price: $8,126.16 $6,289.65 $6,289.65
Site Location Model Serial Number Quantity
City Hall 93PM-100-400 EM334UXX02 1 $6,289.65
Subtotal: 1 $6,289.65
Quantity 1, Eaton 9315-30-50, N/A
Coverage Start Date: 5/6/2019 Coverage End Date: 12/31/2019 Term: 7 Months 26 Days
Unit Unit Extended
List Price Net Price Net Price
Flex: 8 Hr Rsp, 7x24 Cvg,PredictPulse,Parts&Labor Disc(FL87NEDX-0050) $2,560.04 $1,981.47 $1,981.47
• After Hours(7x24)w/Parts&Labor
• 8 HR Response Time
• PredictPulse Remote Monitoring
• 30%Spare Part Kit and Time and Material Discount
• 1x per term: UPS Preventive Maintenance,After Hours(7x24)(0005NXXX-0050) $1,623.28 $1,256.42 $1,256.42
• EOSL Status Best Effort; Moving to No Coverage on Jan 1, 2020
Supporting Documents: T-0,X-1,R-2,R-30,R-32,R-33,R-10
9315-30-50 Total Price: $4,183.32 $3,237.89 $3,237.89
Site Location Model Serial Number Quantity
911 Bolt St. 9315-30-50 EP134ZBA03 1 $3,237,89
Subtotal: 1 $3,237.89
(Load Bank, IR Scan, PO Meter)that take traditional preventive maintenance to the next level by proactively identifying
issues for greater peace of mind. Learn more at Eaton.com/UPSservices
Did you know?Eaton has PredictPulse remote monitodng and a suite of professional assessment and testing services
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Quantity 1, Eaton 9315-100-160, N/A
Coverage Start Date: 5/6/2019 Coverage End Date: 5/5/2020 Term: 1 Year
Unit Unit Extended
List Price Net Price Net Price
ProActive Service Plan 8 Hr(PA81 NEDX-0160) $7,741.00 $5,991.53 $5,991.53
• After Hours(7x24)
• 8 HR Response Time
• 1x per year: UPS Preventive Maintenance After Hours(7x24)
• PredictPulse Remote Monitoring
• 30%Spare Part Kit and Time and Material Discount
9315-100-160 Total Price: $7,741.00 $5,991.53 $5,991.53
Site Location Model Serial Number Quantity
City Hall 9315-100-160 ET442ZBA01 1 $5,991.53
Subtotal: 1 $5,991.53
Quantity 1, Eaton 9315-30-50, N/A
Coverage Start Date: 5/6/2019 Coverage End Date: 12/31/2019 Term: 7 Months 26 Days
Unit Unit Extended
List Price Net Price Net Price
Flex: 8 Hr Rsp, 7x24 Cvg, PredictPulse, Parts&Labor Disc(FL87NEDX-0050) $2,560.04 $1,981.47 $1,981.47
• After Hours(7x24)w/Parts&Labor
• 8 HR Response Time
• PredictPulse Remote Monitoring
• 30% Spare Part Kit and Time and Material Discount
• 1x per term: UPS Preventive Maintenance,After Hours(7x24)(0005NXXX-0050) $1,623.28 $1,256.42 $1,256.42
• EOSL Status Best Effort;Moving to No Coverage on Jan 1, 2020
Supporting Documents: T-0,X-1, R-2, R-30, R-32, R-33, R-10
9315-30-50 Total Price: $4,183.32 $3,237.89 $3,237.89
Site Location Model Serial Number Quantity
911 Bolt St. 9315-30-50 EV313ZBA04 1 $3,237.89
Subtotal: 1 $3,237.89
Quantity 1, Eaton 9390-100-160, N/A
Coverage Start Date: 5/6/2019 Coverage End Date: 5/5/2020 Term: 1 Year
Unit Unit Extended
List Price Net Price Net Price
ProActive Service Plan 8 Hr(PA81 NEDX-0160) $7,741.00 $5,991.53 $5,991.53
• After Hours(7x24)
• 8 HR Response Time
• 1x per year: UPS Preventive Maintenance After Hours(7x24)
• PredictPulse Remote Monitoring
• 30% Spare Part Kit and Time and Material Discount
9390-100-160 Total Price: $7,741.00 $5,991.53 $5,991.53
(LoadDid you know? Eaton has PredictPulse remote monitoring and a suite of professional assessment and testing services
Bank, IR Scan, 'l1 - - traditional preventive maintenance to the next levelby proactively i•- •
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Site Location Model Serial Number Quantity
6869 Bowman Roberts Rd 9390-100-160 EX413CAA03 1 $5,991.53
Subtotal: 1 $5,991.53
Quantity 1, Eaton 93PM-100-400, N/A
Coverage Start Date: 9/22/19 Coverage End Date: 5/5/2020 Term: 7 Months 14 Days
Unit Unit Extended
List Price Net Price Net Price
Flex: 8 Hr Rsp, 7x24 Cvg, PredictPulse,Parts&Labor Disc(FL87NEDX-0550) $5,214.16 $4,035.76 $4,035.76
• After Hours(7x24)w/Parts&Labor
• 8 HR Response Time
• PredictPulse Remote Monitoring
• 30%Spare Part Kit and Time and Material Discount
• 1x per term: UPS Preventive Maintenance,After Hours(7x24)(0005NXXX-0550) $2,912.00 $2,253.89 $2,253.89
• EOSL Status Active
Supporting Documents:T-0,X-1,R-2,R-30,R-32, R-33, R-10
93PM-100400 Total Price: $8,126.16 $6,289.65 $6,289.65
Site Location Model Serial Number Quantity
City Hall 93PM-100-400 EM334UXX03 1 $6,289.65
Subtotal: 1 $6,289.65
List Price Net Price
Grand Total Price: $46,381.96 $35,899.64
Dollars Saved: $10,482.32
'Applicable Discounts: 10%Multi module,14.00%Negotiated
• Contract Payment Terms: Net 30 days, Billing Cycle: Payment Upfront
• Important Tax Notice:Tax is not included in the above purchase price. All orders will be subject to all applicable sales tax unless a
current tax exemption certificate is on file covering the state shown in the ship-to address or service equipment location.
• To purchase(renew)your service contract, please sign and date below. Return all attachments with purchase order to: Eaton
Corporation,8609 Six Forks Road, Raleigh, NC 27615,Tel 800/843-9433, Fax 800/228-1899.
• Make Payments to: Eaton Corporation,29085 Network Place, Chicago, IL 60673-1290
Accepted By: Name Title Date Purchase Order Number
Print Name:
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Site Inventory Summary
6869 Bowman Roberts Rd Steve Read, Fort Worth, TX
Model Serial Number Dates Contract Annual Cost
9390-100-160 EX413CAA03 5/6/2019-5/5/2020 PA81 NEDX-0160 $5,991.53
Subtotal: $5,991.53
City Hall Steve Read, Fort Worth, TX
Model Serial Number Dates Contract Annual Cost
93PM-100-400 EM334UXX02 One time charge FL87NEDX-0550 $6,289.65
9315-100-160 ET442ZBA01 5/6/2019-5/5/2020 PA81 NEDX-0160 $5,991.53
93PM-100-400 EM334UXX03 One time charge FL87NEDX-0550 $6,289.65
Subtotal: $18,570.83
911 Bolt St. Steve Read, Fort Worth, TX
Model Serial Number Dates Contract Annual Cost
9315-30-50 EP134ZBA03 One time charge FL87NEDX-0050 $3,237.89
9315-30-50 EV313ZBA04 One time charge FL87NEDX-0050 $3,237.89
Subtotal: $6,475.78
275 W. 13th St Steve Read, Fort Worth, TX
Model Serial Number Dates Contract Annual Cost
9390-40-80 ED382CBB11 5/6/2019-5/5/2020 PA81 NEDX-0080 $4,861.49
Subtotal: $4,861.49
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EATON CORPORATION
SERVICE AGREEMENT - TERMS AND CONDITIONS (T-0)
TERMS AND CONDITIONS: The terms and conditions set forth herein, and any supplements which may be
attached hereto, constitute the full and final expression of the contract for the sale of UPS services by Eaton
Corporation, and supersede all prior quotations, purchase orders, correspondence or communications whether
written or oral between Eaton Corporation and the customer. Notwithstanding any contrary language in the
customer's purchase order, correspondence or other form of acknowledgment, customer shall be bound by these
terms and conditions when it sends a purchase order or otherwise indicates acceptance of this contract, or when it
accepts delivery from Eaton Corporation of the products or services. THE CONTRACT FOR SALE OF SERVICES
IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED HEREIN. ANY ADDITIONAL OR
DIFFERENT TERMS PROPOSED BY CUSTOMER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN
WRITING BY CONTRACTOR. No contract shall exist except as herein provided.
1. DEFINITIONS: As used in this Service Agreement, the terms listed below shall have the following meanings:
"Agreement" shall mean Eaton Corporation's Service Agreement Terms and Conditions, the quote, and the
applicable Scope(s)of Work."
"Battery"shall mean the electric storage portion of a UPS.
"Contractor"shall mean Eaton Corporation.
"Covered Equipment"shall mean the equipment as listed on the quote.
"CPM"shall mean the Contracted Period of Maintenance or Hours of Service.
"Customer"shall mean the purchaser of this Agreement.
"Drop Ship Items" shall mean capacitors, fans, equipment upgrades (modifications), batteries, battery monitoring
systems, battery containment, battery materials, racks and cabinets.
"Emergency Service"shall mean all services provided on an as needed basis that is not scheduled in advance
"PCS"shall mean Pre-Contract Survey.
"On-Site"shall mean Service performed at Customer's physical location as listed on the quote.
"Power Module"shall mean the electronic portion of a UPS or other power quality device.
"Scope of Work" shall mean the services, procedures, methods, exclusions and coverage as purchased by the
Customer
"Service" shall mean installation, maintenance (including Preventive Maintenance as defined in Scope of Work
Attachment R-2), repair, inspection, adjustment, and remote monitoring services(including the PredictPulse Service
as defined in Scope of Work, Attachment R-32) performed on the Covered Equipment by Contractor or otherwise
provided by Contractor in connection with the Covered Equipment.
"UPS"shall mean Uninterruptible Power Supply which is comprised of the Power Module and Batteries.
2. ELIGIBILITY: All Covered Equipment that has experienced a lapse in Service coverage with the Contractor(or
factory warranty coverage) or has had no service history with Contractor within the previous ninety (90) days, is
subject to a PCS inspection by Contractor prior to eligibility for any Service under this Agreement. Customer is
subject to charges for a PCS inspection at Contractor's then current Time and Material Service Rate Schedule(refer
to Exhibit 1-PCS and Attachment X-1). If a PCS inspection is required for eligibility, a list of the equipment requiring
a PCS inspection will be provided to Customer and will be incorporated into this Agreement.
3. HOURS OF SERVICE: Contractor will provide scheduled and emergency services portal-to-portal 8:OOAM to
5:00 PM Monday-Friday (alternatively described as "5X8 Service") excluding all holidays observed by Contractor.
The Customer may optionally purchase extended hours of scheduled and Emergency Service coverage(alternately
described as 7x24 Service") which will include Emergency Service being provided on all holidays observed by
Contractor. Notwithstanding anything herein or otherwise to the contrary, scheduled services are not available on
Contractor's observed holidays. Contractor's observed holidays shall be the same as public holidays for Federal
employees as established by U.S. Federal law(5 U.S.C. 6103).
4. ON-SITE RESPONSE TIME: Following Customer's request for Service, Contractor will arrive at the location of
the Covered Equipment the next business day or if optionally purchased by Customer, Contractor will arrive at the
location of the Covered Equipment within eight(8), four(4)or two (2) CPM hours, provided the Covered Equipment
is located within one hundred (100) miles of a Contractor service location. Response time does not include battery
replacement service.
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5. LABOR AND MATERIAL RATES: For any additional Service outside the Scope(s) of Work purchased for
Covered Equipment under this Agreement, Customer shall be billed at Contractor's then current Time and Material
Rate Schedule (refer to Attachment X-1). This excludes any flat-rate quoted by Contractor representative.
6. ENGINEERING CHANGES: All engineering changes deemed necessary by Contractor will be installed during
scheduled Service visits during the CPM. Any engineering changes deemed optional by Contractor will be offered
to Customer on an as-available, per charge basis.
7. CUSTOMER'S RESPONSIBILITY:
A. Communication and Scheduling - Customer shall contact Contractor's Customer Reliability Center(1-800-843-
9433) regarding all Service and Preventive Maintenance requests and all other matters arising out of or relating to
this Agreement. With respect to Preventive Maintenance purchased by Customer, it shall be Customer's
responsibility to contact Contractor to schedule the Preventive Maintenance. In the event that Customer fails to
schedule and/or does not permit, for any reason, Preventive Maintenance to be completed within ninety(90)days of
the scheduled service date, Contractor's obligation for that Preventive Maintenance shall be considered fulfilled.
B. Movement- If Covered Equipment is moved to another location within the United States, Service coverage will
continue only upon the following conditions: (i) Customer shall notify Contractor in writing at least thirty(30)days in
advance of power-down of Covered Equipment; (ii) Contractor reserves the right to supervise the power-down,
disconnection, rigging, packing, movement, unpacking, reinstallation and re-start of the Covered Equipment for
which Customer will be charged according to Contractor's then current Time and Material Service Rate Schedule;
and (iii) resumption of Service coverage under this Agreement is subject to acceptance by Contractor of Covered
Equipment at the new location.
C. Safety-Customer shall, at all times during the provision of Service hereunder, have a representative present at
the Service site at no cost to, and solely for,the safety of Contractor.
D. Access - Customer shall grant ready access to the Covered Equipment, subject to reasonable security
requirements, so that Contractor may perform Service under this Agreement. Costs associated with site access
requirements, which are defined by the Customer, are not deemed acceptable nor are included in the
Contractor's price unless otherwise agreed to in writing by the parties. Contractor reserves the right to
review, accept and provide Customer with any costs associated with such site access requirements as
needed during the term of this Agreement.
8. TERM AND TERMINATION: This Agreement and all that is stated herein shall automatically be renewed for
successive twelve (12) month periods at the prices in effect at the time of each renewal. Customer will be provided
written notice of renewal of the Agreement sixty(60) days prior to its expiration, stating the prices for the applicable
renewal term. In the event Customer elects not to renew this Agreement, Customer shall provide thirty (30) days
written notice prior to the expiration of this Agreement. Notwithstanding the foregoing, Customer or Contractor may
terminate this Agreement at any time upon thirty(30)days written notice to the other,subject to Section 16 herein.
DROP SHIP ITEMS, EQUIPMENT UPGRADES, BATTERY REPLACEMENT SERVICES AND TERMINATION:
Prices stated in a quote do not include installation, freight, and handling charges unless these items are specifically
listed and priced in the quote. Prices stated in a quote are F.O.B. factory(unless otherwise stated)and title and risk
of loss to each article sold by Contractor to Customer shall pass to Customer upon delivery at the F.O.B. point.
Shipment estimates are after receipt of Customer's purchase order at the factory. If drawings are required for
approval before Contractor is authorized to proceed with manufacture, then shipment estimates are after receipt of
written approval to proceed. If the Customer cannot accept delivery of equipment, Customer will arrange for
storage. Contractor shall not be liable or responsible for any damages or loss for delay or default in delivery due to
any cause beyond Contractor's reasonable control, nor shall Customer cancel or have the right to cancel its
purchase order because of delays or default in delivery due to such causes.
Customer may not cancel or terminate its purchase order without prior written notice to the Contractor and upon
payment of cancellation charges which shall take into account, among other things, expenses already incurred and
commitments made by the Contractor. Cancellation charges are as follows: for capacitors, fans, equipment
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upgrades(modifications), batteries and Drop Ship Items, cancellation 31 days or more prior to shipment, 50%of the
total invoice; between 0-30 days prior to shipment, 100% of the total invoice. Changes made to an order may be
subject to increase or decrease in purchase order amount, change order charges, and changes in schedule date.
Customer is responsible for return freight charges related to cancellation.
9. END OF SERVICE LIFE ("EOSL")!BEST EFFORTS: Contractor may designate a Power Module as "End of
Service Life/Best Efforts" which shall mean that limited parts are available or Service will be provided on a best
efforts basis. This designation will be indicated on the quote provided to Customer for Service renewal. In the
event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject to
Section 8 herein. Customer may request a pro-rated refund for the terminated portion of this Agreement, subject to
Section 16 herein. Customer acknowledges EOSL/Best Efforts designation on the quote will serve as Contractor's
notice of limited service support and its recommendation to replace or decommission the Power Module.
10. INSURANCE: During the term of this Agreement, Contractor, at its own cost and expense, shall maintain in full
force and effect the following insurance with sound and reputable insurers: (1)worker's compensation insurance in
accordance with the statutory requirements of the state where the Service is to be performed; (2)automobile liability
insurance on all motor vehicles licensed for highway use, both owned and non-owned; and (3)commercial general
liability insurance for bodily injury and property damage.
11. WARRANTY: Contractor shall perform all Service in a professional and workmanlike manner. Contractor
warrants repairing or replacing defective parts or materials and correcting defective workmanship reported to
Contractor and/or diagnosed by Contractor's personnel during the term of this Agreement. Contractor warrants its
corrective maintenance and replacement parts to be free from defects in material and workmanship for the term of
this Agreement or for a period of ninety (90) days from the completion date of the repair or replacement of parts or
materials, whichever is longer. In the event the parts or materials fail to meet published specifications due to a
defect in parts or materials or workmanship covered by this Warranty, Contractor, at its discretion, will repair or
replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power
Module and/or Battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism,
acts of God, Customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to
repair or alteration by Customer(or a third party) not authorized by Contractor in writing; or(iii) moved without thirty
(30) days' notice to Contractor. Contractor reserves the right to supervise the move. THIS WARRANTY IS
EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CORRECTION OF NON-CONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED
ABOVE SHALL CONSTITUTE CONTRACTOR'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY
FOR FAILURE OF CONTRACTOR TO MEET ITS WARRANTY OBLIGATIONS, WHETHER CLAIMS OF
CUSTOMER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR
OTHERWISE. Parts or materials supplied, but not manufactured by Contractor, are warranted solely by the
manufacturer. Contractor's obligation under this Warranty is conditioned upon receipt of all payments due from
Customer.
12, ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests herein without the
prior written consent of the other party. Notwithstanding anything in this Agreement or otherwise to the contrary,
upon written notice to the other party, either party may assign this Agreement or any of its rights and interests
herein to: (i)any parent, subsidiary, affiliated or successor corporation; or the purchaser of any of these entities; (ii)
any corporation to which the party has sold all or substantially all of its assets(including the purchaser of any of the
party's subsidiaries); or(iii)any corporation or legal entity with which the party may merge or consolidate.
13. SUBCONTRACTING: Contractor reserves the right to subcontract any portion of Service provided for under
this Agreement without the prior consent of Customer.
14. INDEMNITY: Subject to Section 15 herein, Contractor shall defend, indemnify and hold harmless Customer,
its officers, employees and agents (Indemnified Parties), from and against any and all claims, liabilities, damages,
demands, losses, causes of action and suits brought against the Indemnified Parties, to the extent they result
directly from or out of(1)bodily injury to or death of any person or damage to or destruction of any property caused
by the negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2) any
violation of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by
Contractor, its employees or agents,while Contractor is performing work on site.
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15. LIABILITY: The remedies of the Customer set forth in this Agreement are exclusive and are its sole remedies
for any failure of Contractor to comply with its obligations hereunder. Notwithstanding anything in this Agreement
or otherwise to the contrary, in no event shall Contractor or Customer, or their respective officers, directors,
employees or agents be liable to the other for damage to property or equipment, other than to equipment sold or
serviced hereunder, or any incidental, indirect, special or consequential damages, such as, but not limited to, delay
damages, lost profits or revenue, lost data, loss of use or lost opportunity damages, resulting from or in connection
with any claim or cause of action, whether brought in contract or in tort, even if Contractor or Customer knew or
should have known of the possibility of such damages. The total cumulative liability of Contractor arising from or
related to this Agreement whether the claims are based in contract, in tort(including negligence or strict liability) or
otherwise, shall not exceed the price of the product or services on which such liability is based.
16. PAYMENT: All payments are due net thirty (30) days in full from date of invoice. Customer shall be invoiced
for, and shall pay for, all Service not expressly provided for by the terms hereof, such as, but not limited to, site calls
involving no-fault found inspections where no corrective maintenance was required. If any payment is not made
when due, Contractor reserves the right to refuse to provide any further Service until such payment has been
received. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection
proceedings for non-payment. In the event of early termination: i)Customer will be liable for any Service rendered to
the reasonable satisfaction of Customer prior to the effective date of termination; and ii) Contractor, at its discretion,
will provide a credit against any advance payments received as follows: a) a pro-rated amount based on the
terminated portion of the fixed-price fee due Contractor; or b) an amount based on the difference between the
amount paid by Customer prior to the effective date of early termination and the actual cost of Service completed
(including emergency repair calls)by Contractor prior to the effective date of early termination.
17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to all applicable sales tax
unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment
under this Agreement is located.
18. PARTS: Unless otherwise agreed to by the parties in writing, all parts removed for replacement shall be
Contractor's property. Parts used from Customer-owned spare parts kit shall be replaced by Contractor at no cost.
Replacement parts shall be new or of the same quality as new.
19. FORCE MAJEURE: Contractor shall not be liable for any failure to perform, or delay in performing Service for
Customer to the extent that such failure or delay results from causes beyond its reasonable control including,
without any limitation, any act of God, war, revolution, riot, civil commotion, labor strike or any applicable
governmental or judicial law or regulation, order or decree.
20. INFORMATION: All information of Customer shall be deemed non-confidential and Contractor will be under no
duty of non-disclosure unless both parties execute a mutual non-disclosure agreement.
21. GENERAL: 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 Customer 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. This Agreement shall be construed in accordance
with and governed by the laws of the State of North Carolina. Customer and Contractor hereby agree that all
disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the state and federal courts
located in Wake County, North Carolina.
Eaton is a trademark of Eaton Corporation.
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Time and Material Service Rate Schedule (2018)
Attachment X-1
The following rate schedule applies to all services rendered on non-contracted and non-warranty equipment and to
all services performed on contracted equipment where the service performed is outside the scope of the contracted
coverage. Labor rates are based on the actual time of delivery. Specific contract customers may be eligible for
discounts on time and material charges.
3-Phase Products-Portal to Portal Labor per Hour(On-site and Travel Time)
Mon.—Fri., Business Hours(8AM—5PM): $275
Mon.—Fri.,After Business Hours(5PM—8AM): $355
Weekends and Holidays (Saturday 12:01AM—Sunday Midnight): $440
WA State Electrician Adder Per Hour for On-Site Work Done in State of Washington $150
3-Phase Products-Minimum Labor Billing (minimum value range equal to above rates x hourly min.)
Equipment below 200kVA, Five day or less response(4 hour min.): $1,100 to$1,760
Equipment 200kVA and above or Multi Module, Five day or less response(6 hour min.): $1,650 to$2,640
Equipment 200kVA and above or Multi Module, Two day or less response (8 hour min.): $2,200 to$3,520
1-Phase Products -Portal to Portal Labor per Hour(On-site and Travel Time)
Mon.—Fri., Business Hours(8AM—5PM): $220
Mon.—Fri.,After Business Hours(5PM—8AM),Weekends and Holidays: $355
WA State Electrician Adder Per Hour for On-Site Work Done in State of Washington $150
1-Phase Products-Minimum Labor Billing (minimum value range equal to above rates x hourly min.)
Five day or less response(4 hour min.): $880 to$1,420
Two day or less response(8 hour min.): $1,760 to$2,840
Travel&Living Expenses
Transportation:
3-Phase Products: Automobile mileage included in labor rates
1-Phase Products: Automobile mileage at$0.75 per mile
All others(air fare, car rental,tolls,etc.): Actual
Lodging&Meals: Actual
Calculation of Labor and Mileage Charges: Portal to Portal(travel labor and mileage)
Materials/Spare Parts: Current List Price
Minimum billing: $150 Domestic, $350 International
Parts Expedite Fees
Mon.—Fri., Business Hours(8AM—5PM): $150
Mon.—Fri.,After Business Hours(5PM—8AM): $330
Weekends and Holidays: $525
Freight Expense
Freight—FOB Factory: $100 Minimum
Same Day Delivery: $250 plus freight
Depot Repair Labor: $150 per hour
Minimum Billing: $150
Expediting Fee: $125
Note: For T&M Services,3-Phase products include Eaton BladeUPS and Eaton 9155.
Eaton Corporation Revision: July 30, 2018
Attachment X-1 Time and Material Rate Schedule
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Electronics (UPS Power Module, DC, PDU, Flywheel) Preventive
Maintenance
Scope of Work
Attachment R-2
This scope of work is shared by the following power quality equipment types: Eaton UPS, Eaton
PDU/PDR/RPP/STS, Eaton DC,Vycon Flywheel and Non-Eaton equipment(MVS). Note the
applicable features vary by type of equipment being contracted and additional scopes of work may be
required.
The following is an outline of general checks performed during an Eaton®Preventive Maintenance of the
Eaton UPS Power Module normally performed by Eaton field service personnel. All checks are designed
to be performed during off line operation, in the bypass mode. All checks or processes may not be
applicable to all equipment types or models.
1. Visual Inspection
a. Inspect all printed circuit board connections for cleanliness, swab contacts if necessary.
b. Inspect all power connections for signs of overheating
c. Inspect all subassemblies, bridges and legs for signs of component defects or stress
d. Inspect all DC capacitors for signs of leakage
e. Inspect all AC capacitors for signs of leakage
f. Inspect and inventory all customer-owned spare parts
g. Inspect for, and perform as required, any open engineering changes
h. If work is completed under a PowerTrustT"" Ultra contract, inspect battery monitoring
system
2. Internal Operating Parameters
a. DC Ground Detection Offset(if applicable)
b. Inverter leg current average balance(if applicable)
c. Output filter current average phase balance
d. Rectifier bridge current average leg balance
e. AC Protection settings are checked
f. DC Protection settings are checked
g. Input and Output Frequency and Voltage Bandwidth settings are checked
h. Verify DC filter capacitance
i. Verify AC tank and trap filter capacitance
j. Power Supply voltages and waveforms
k. Update firmware as necessary with customer approval (parts if required are included at
no charge under service agreements with full parts coverage, otherwise billable)
I. Evaluate Field Service Bulletins (FSBs)for potential updates (parts if required are
included at no charge under service agreements with full parts coverage, otherwise
billable)
3. External Operating Parameters
a. System Input Voltages(all phases)
b. System Input Currents (all phases)
c. DC Charging Voltages (float and equalize), record settings, adjust to nominal
d. Rectifier phase on and walk up
e. Inverter phase on and walk up
Scope of Work Attachment R-2
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f. Adjust all panel meters to measured values
g. System Bypass Voltages (all phases)
h. Manual and UV Transfer Testing, verify uninterrupted transfer waveform (if applicable)
i. Outage simulation, and battery capability testing, and verify charger current limit
j. Generator operation and interface verification (if applicable)
4. Environmental Parameters
a. UPS area ambient temperature and condition of ventilating equipment
b. General Cleanliness of UPS Power Module
c. General Cleanliness of UPS area
d. Replace air filters as applicable and necessary (parts if required are included at no
charge under service agreements with full parts coverage, otherwise billable)
e. Clean outside of UPS including control panel/CRT screen
f. Flywheel only: Drain oil and change oil and filters NOTE: One (1)oil and filter change
per year.
5. Battery Cabinet Checks
a. General appearance of Battery System (all types)
b. General cleanliness of Battery System area(all types)
c. Inspect cells for physical abnormalities
d. Inspect all DC connections for abnormalities
e. Battery System area ambient temperature and condition of ventilating equipment
f. For internal batteries only measure and record:
i. Overall battery float voltage
ii. Charger output current and voltage
iii. Negative terminal temperature of one cell/battery per battery cabinet shelf or rack
tier
iv. Momentary load testing of cells < 100 watts (e.g. 9E, 9x55, not 9330)
6. Monitoring System Parameters
a. Alarm archive review and printing
b. Alarm lamp test-local and remote (if applicable)
c. Replace all open monitor bulbs
d. If work is completed under a PowerTrust Ultra contract, inspect battery monitoring system
e. Review Battery Test in history (if applicable)
7. General
a. Customer Consultation
b. Verbal Recommendations
c. General Observations
Following the Preventive Maintenance inspection, a written report will be provided detailing the results of
the inspection, and making specific recommendations toward future remedial action, upgrades, or
sparing.
Eaton and PowerTrust are trade names,trademarks,and/or service marks of Eaton Corporation or its subsidiaries and affiliates.
Scope of Work Attachment R-2
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Eaton Ancillary Device Parts and Labor Coverage
Scope of Work
Attachment R-10
If Customer has purchased Corrective Maintenance Coverage for the UPS"Power Module" and ancillary
devices are directly connected to the covered equipment, parts and labor coverage may extend to the
ancillary device based on the device type. "Directly connected" is defined as electronically controlled or
interfaced to a Power Module. Ancillary devices may be eligible for optionally purchased parts and labor
coverage.
Regardless of ancillary device parts and labor coverage, preventive maintenance of these ancillary
devices is limited to inspection and testing via an optionally purchased UPS Power Module (or other
device) preventive maintenance scope of work. There shall be no separate field activity report beyond
the relevant comments from the UPS preventive maintenance report(FAR).
Covered ancillary device types(if connected to covered equipment,these devices assume parts and
labor coverage of covered equipment):
• SBM (System Bypass Module), which includes UL 1778 "Uninterruptible Power Systems"version
—Ancillary coverage includes static switch but only if parts and labor coverage is purchased on all
associated UPS modules
• SSBM (Switchboard System Bypass Module), which includes UL 891 "Switchboards"version or
UL1558"Metal-Enclosed Low-Voltage Power Circuit Breaker Switchgear"version—Ancillary
coverage includes static switch but only if parts and labor coverage is purchased on all
associated UPS modules
• MBP—Maintenance Bypass Panel
• IAC—Integrated Accessories Cabinet
• Remote monitor panel
• Hot Tie
• Parallel cabinet
• Battery cabinet and battery breakers (excludes battery jars, cells or battery parts)
Covered components within covered ancillary devices shall include the electronic control portion
designed and built by Eaton (Powerware series)for metering, monitoring, and controls for transferring
of loads. Items covered include logic boards, power supplies, relays, and control circuitry, SSBM
displays, Hot-Tie Display and programmable logic controllers(PLC).
Excluded components within covered ancillary devices shall be: circuit breakers, power quality
metering, transient voltage surge suppressors (TVSS), metering and switches, non-UPS operation
related control circuitry, non-UPS operation related programmable logic controllers (PLC).
Excluded ancillary device types (parts and labor coverage may be optionally purchased):
• Batteries (EBM, EBC)
• Battery Monitoring Systems
• IDC—Integrated Distribution Cabinet
• Switchgear(coverage not available for purchase)
• Standalone STS—Static Transfer Switch device (e.g., Cyberex Switch)
• PDU—Power Distribution Unit
Scope of Work Attachment R-10
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• PDR—Power Distribution Rack
• RPP—Remote power Panel
• EMS-UGK
• Battery Disconnect Circuit Breaker
• Flywheel
• ATS/MTS—Automatic or Manual Transfer Switch
• TVSS—Transient Voltage Surge Suppressor
• PFC—Power Factor Correction
• ePDU
• Racks and cabinets
• Software(e.g., Foreseer)
Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates.
Scope of Work Attachment R-10
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Eaton UPS Flex Onsite Service Parts and Labor Coverage
Scope of Work
Attachment R-30
This scope of work is shared by the power quality equipment types listed in the below table. Note the
applicable features vary by type of equipment being contracted and additional scopes of work may be
required. All checks or processes may not be applicable to all equipment types or models.
Equipment Type Electronics Corrective Battery Corrective Tech
Maintenance Coverage Maintenance Coverage Su ort
Eaton 3 Phase UPS Yes No Yes
Eaton 1 Phase UPS Yes Yes Yes
Eaton DC Yes No Yes
Eaton PDU/PDR/RPP/STS Yes No Yes
Flywheel Yes No Yes
Non Eaton equipment(MVS) Yes No Yes
If optionally purchased by Customer within the first three (3) years of a Eaton° 3 Phase UPS installation
date (first startup) OR,
If optionally purchased by Customer in conjunction with one or more annual on-site UPS Power Module
Preventive Maintenance SOW R-2 of the same duration, Contractor will provide:
Electronics Corrective Maintenance Coverage: Inspection and repair of the electronic portion of the
UPS (or other equipment type), or"Power Module" shall be performed as needed during the contracted
period of maintenance at no extra charge to Purchaser. Remedial maintenance provided by Contractor
shall include, and be expressly limited to, maintenance to the Power Module, travel expenses, all
necessary parts replacement, adjustments and repairs. If the Purchaser maintains Eaton spare parts at
the maintenance site, Contractor may, at its option, use those spare parts in the performance of
Corrective Maintenance and shall replace the spare parts, which it so uses, at no cost to the Purchaser.
Exclusions: certain wear parts are excluded from electronics corrective coverage including batteries and
full capacitor and full fan replacements. All Corrective Maintenance to Battery System, if any, will be in
accordance with battery manufacturers' warranty or separate agreement, if any. For Flywheel coverage:
any failure due to lack of recommended bearing replacement, vacuum pump replacement(or"major
maintenance" per manufacturer recommendation)will not be included under corrective maintenance
coverage and will be billable at current time and material rates. Eaton 9390 and 9395 UPS models have
a special policy on capacitor replacements: DC link electrolytic capacitors are eligible for inspection and
repair at no extra charge (excludes AC input/output oil filled and DC oil filled battery capacitors). In the
9390 and 9395 models, only the AC input/output oil filled and DC oil filled battery capacitors will be
recommended for replacement cycles (expected useful life of(7) years).
Scope of Work Attachment R-30
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1. Battery Corrective Maintenance Coverage(Limited to 1 Phase UPS Models and BladeUPS):
Inspection and repair of the internal battery portion of the UPS (or other equipment type), or
"Internal Battery" shall be performed as needed during the contracted period of maintenance at
no extra charge to Purchaser. Remedial maintenance provided by Contractor shall include, and
be expressly limited to, maintenance to the Internal Battery, travel expenses, all necessary parts
replacement, adjustments and repairs. External battery coverage, if applicable, must be
purchased separately if external batteries or battery cabinets exist.
2. 7x24 Technical Support: technical support via telephone or email to Contractor shall be
available to answer product or support questions.
The Purchaser shall, from the commencement date of the Service Agreement, maintain the UPS Power
Module in accordance with the published operating specifications for the Power Module at the time of
purchase. The Purchaser shall, unless otherwise specified in the Service Agreement, maintain the Battery
System in strict accordance with the Battery System manufacturer's recommended maintenance
guidelines.
Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates.
Scope of Work Attachment R-30
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Eaton PredictPulseTM Remote Monitoring Service
Scope of Work (SOW)
Attachment R-32
The terms and conditions in this SOW are in addition to and are incorporated by reference into the T-0
Service Agreement—Terms and Conditions ("Service Agreement"). Terms that are capitalized in this
SOW shall have the same meaning ascribed to them in the Service Agreement, unless stated otherwise
in this SOW. In case of any conflict between this SOW and the Service Agreement, the terms and
conditions of this SOW shall control.
DEFINITIONS. The following terms shall have the following meanings whenever used in this SOW:
"PredictPulse Service" means Contractor's PredictPulseTM remote monitoring service, which includes the
collection of status, alarm, and performance information and data from network-connected Covered
Equipment, and the analysis and monitoring of such information and data to provide alarm notifications
and reports to Customer and/or its Users.
"Equipment Data" means all Covered Equipment status, alarm, and performance information and data
that is collected, analyzed, generated, displayed, and reported in connection with the PredictPulse
Service and all information and data about Customer's and/or its Users' use of, and interaction with, the
PredictPulse Service. For avoidance of doubt, Equipment Data does not include any Personal Data or
any information or data relating to the identity of Customer, which would specifically link or associate
Customer with such Covered Equipment status, alarm, and performance data or such use and interaction
data.
"Customer Equipment Data" means Equipment Data combined with any information or data that is
inputted into the PredictPulse Service by a User relating to the identity of Customer, which specifically
links or associates Customer with the Equipment Data.
"Personal Data" means all personally identifiable information and data relating to employees or agents of
Customer, Users, or other individuals, including without limitation, the name, title, employer, address(es)
(residential and/or business), email address(es) (personal and/or business), and phone number(s)
(personal and/or business) of such employees, Users, and other individuals, which is inputted into the
PredictPulse Service by Users.
"User" means any individual who uses or accesses the PredictPulse Service on Customer's behalf or
through Customer's account or passwords, whether authorized or not.
1. PredictPulse Service Description and Customer Requirements
1.1 Contractor will provide the PredictPulse Service on subscribed Covered Equipment. The
PredictPulse Service shall include alarm notifications via a dashboard, mobile application, and monthly
report summarizing alarms and Equipment Data.
a. Access to the PredictPulse Service shall be from Contractor's web portal and include
Covered Equipment status, alarms, reports and service history.
b. Contractor's obligation shall be to enable enrollment in the PredictPulse Service by
Customer, validation of the PredictPulse Service, and to notify Customer contact when a
critical alarm occurs.
c. Contractor will remotely diagnose critical alarms and if appropriate, resolve emergency
events as if Customer has requested Covered Equipment Service, enabling Contractor to
arrive at the location of the Covered Equipment per the contracted CPM hours. If subscribed
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Covered Equipment has no contracted Covered Equipment Service coverage other than the
PredictPulse Service, Contractor's obligation will solely be to notify Customer contact when a
critical alarm occurs.
d. Display and availability Equipment Data will vary and depend on the Covered Equipment,
connectivity equipment and access to Customer provided network.
1.2 The PredictPulse Service will only be available if Customer provides and supports a CAT5
LAN/Ethernet cable connected to Customer's email server or equivalent network (along with necessary
network configuration information (including IP addresses)to facilitate connectivity).
1.3 Covered Equipment will continue to transmit Customer Equipment Data to Contractor until
Customer disconnects or disables the network connection. Upon termination of the PredictPulse Service,
Customer is responsible for disconnecting or disabling any Covered Equipment from Customer's network
connection. Contractor will not be responsible for notifying or reminding Customer that it must disconnect
or disable any Covered Equipment from Customer's network connection after termination of the
PredictPulse Service. Contractor will continue to own the Equipment Data and not incur any liability as a
result of Customer's failure to disconnect or disable any Covered Equipment from the network
connection.
1.4 Customer shall register at www.my.eaton.com with a valid email address, self-maintain a complex
password, and contact information in order to access the PredictPulse Service.
1.5 Connectivity Equipment Excluded—Customer shall be responsible for purchasing and/or
upgrading compatible connectivity equipment required to support the PredictPulse Service.
1.6 Parts and labor coverage for all Covered Equipment is separate from the PredictPulse Service.
2. Data
2.1. Unless it receives Customer's prior written consent, Contractor: (a) shall not disclose to third
parties or publish Customer Equipment Data and (b) shall not intentionally grant any third party access to
Customer Equipment Data. Notwithstanding the foregoing, Contractor may disclose Customer Equipment
Data as required by applicable law or by proper legal or governmental authority. Contractor shall give
Customer prompt notice of any such legal or governmental demand and reasonably cooperate with
Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at
Customer's expense.
2.2. Contractor shall own all Equipment Data and all results from processing such data, including
without limitation, compilations and derivative works of such data. Contractor may use such Equipment
Data for any purpose, including without limitation, for data mining, analysis and trending purposes, and
may disclose Equipment Data to third parties without Customer's consent for any purpose, including
without limitation, for comparison and reliability reporting.
2.3. Contractor collects Personal Data from Users of the PredictPulse Service for the purpose of
allowing Eaton to provide the PredictPulse Service to Customer. Contractor does not sell Personal Data
disclosed to it through the PredictPulse Service, but it may transfer such Personal Data outside of the
United States and share the information with third parties that Contractor retains to provide services on its
behalf and to Contractor's sales representatives, which include third parties. In addition, Contractor may
disclose Personal Data it collects as required by law, an arbitral body, a court of competent jurisdiction, a
law enforcement agency, or any other government agency, and may disclose personal information it
collects when it believes it is appropriate to prevent physical or financial loss or in connection with an
investigation of suspected or actual illegal activity. If a User desires to withdraw its consent to Contractor's
use of his/her Personal Data in connection with the PredictPulse Service, such User can submit a request
to Contractor to remove his/her Personal Data from the PredictPulse Service at the following email
address: iam(�eaton.com or auto link mailto:iam(cD.eaton.com, specifying removal of your Personal Data
from the PredictPulse Service. Following receipt of such request, Contractor will remove all of such
User's Personal Data from the PredictPulse Service. If a User withdraws his/her consent to Contractor's
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use of Customer's Personal Data as described in this Agreement, Contractor may terminate such User's
Customer's access to the PredictPulse Service. To the extent that a User inputs or otherwise provides in
the PredictPulse Service the Personal Data of another individual, whether or not an employee of
Customer or whether or not such individual is another User of the System ("Other Individual"), Customer
represents that it has obtained such Other Individual's prior written consent to: 1) allow such User to input
such Other Individual's Personal Information into the PredictPulse Service and 2)the foregoing Personal
Data privacy terms. Customer shall have sole responsibility for any violation of privacy laws as a result of
its failure to obtain the Other Individual's prior written consent as described in the preceding sentence.
2.4. Contractor makes no warranty regarding, and has no obligation with respect to, the accuracy,
completeness, or omissions of any Customer Equipment Data or any report, alarm, notification, or
recommendation generated or not generated by the PredictPulse Service based on the Customer
Equipment Data. Customer must use reasonable judgment in interpreting this data and information, and
contact his or her local Eaton sales representative or Contractor Technical Support with any questions.
2.5. Customer recognizes and agrees that hosting data online involves risks of unauthorized
disclosure or exposure and that, in accessing and using the PredictPulse Service, Customer assumes
such risks. To the extent permitted by law, Contractor offers no representation, warranty, or guarantee
that Customer Equipment Data and/or Personal Data will not be exposed or disclosed through errors or
the actions of third parties.
3. Customer Restrictions
3.1. Customer shall not: (a) use the PredictPulse Service for any purpose other than for its intended
purpose or otherwise misuse the PredictPulse Service; (b) provide PredictPulse Service passwords or
other log-in information to any third party; (c) share non-public PredictPulse Service features or content
with any third party; (d)access the PredictPulse Service in order to build a competitive product or service,
to build a product using similar ideas, features, functions or graphics of the PredictPulse Service, or to
copy any ideas, features, functions or graphics of the PredictPulse Service; (e)attempt to penetrate or
disable any security system, or intentionally distribute a computer virus, launch a denial of service attack,
or in any other way attempt to interfere with the functioning of the PredictPulse Service, including without
limitation any computer, communications system, or website associated therewith; or(f) attempt to access
or otherwise interfere with the accounts of other users of the PredictPulse Service. In the event that it
suspects any breach of the requirements of this Section 3.1, including without limitation by Users,
Contractor may suspend Customer's use of the PredictPulse Service without advanced notice, in addition
to such other remedies as Contractor may have. This Agreement does not require Contractor to take any
action against Customer or any User or other third party for violating this Section 3.1 or this Agreement,
but Contractor is free to take any such action it sees fit.
PredictPulse and Eaton are trademarks of Eaton Corporation.
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Eaton UPS Flex Service Plan
Time and Material, Spare Part Kits and Field Upgrade Discounts
Scope of Work
Attachment R-33
1. Discounts on spare part kits and field upgrades - If optionally purchased by Customer in
conjunction with either scheduled preventive maintenance visit(s)or an on-site corrective
maintenance Power Module Service Agreement of the same duration, Contractor will provide a
30% discount on optional spare part kits (not individual parts)and any field upgrade or
modification performed by Eaton°. Spare part kits are defined as an "A", "B", "C" or"D" level
spare kit comprising between 80% and 10% of the replaceable parts for a specific Eaton product.
2. Time and Material (T&M)services—standby scheduled T&M services are eligible for a 30%
discount per contractor's prevailing X-1 T&M Rate Schedule; recertification and custom quoted
(fixed price) services are excluded
3. Battery replacements excluded—partial and full battery updates are ineligible for discounts
Eaton is a trademark of Eaton Corporation
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ATTACHMENT B
Eaton UPS OEM Sourcing Letter
SOLE SOURCE— Page 9 of 10
Contractor Services Agreement
.AT Curtis
Curtis Mitchell
Service Sales Account Executive-Data Center Segment
Eaton Corporation
PbAw ingBusinessWorldwrde 637 Westport Parkway Suite 200
Grapevine,TX 76051
Cell:972-342-1568
curtisimitchelf0eaton.com
April 2,2019
RE: UPS OEM Sourcing Letter
For your records and information:As the original equipment manufacturer(OEM),and an
ISO9001 certified supplier, Eaton Corporation (formerly:"Eaton Electrical Inc."and"Powerware")
is the provider of factory-supported,factory trained,factory authorized and factory certified
service for your critical UPS(Uninterruptible Power Supply)equipment.
Eaton offers power quality services for its UPS products,as well as for related equipment such as
power distribution units(PDUs),batteries,aftemative energy devices and Cutler-Hammer
switchgear. Eaton also services products from legacy brands,including Powerware, Exide
Electronics, Best Power, IPM,Deltec and Lortec.
Eaton is the only authorized provider of service support with the Eaton developed
proprietary service software for 3-phase Eaton UPS products. Eaton does not train,certify
or support independent third party service providers to deliver or service Eaton UPS and
power quality products.
Due to its lack of training on competitor's platforms Eaton does not service non-Eaton
branded power quality equipment. Eaton only works on its own branded equipment or
devices it's been certified to fully support and maintain (e.g.,flywheels,static transfer
switches).
No other service supplier Is authorized to possess Eaton proprietary(copyrighted)
software, repair documentation, processes or materials.
Advantages to buying UPS services from Eaton include:
• Eaton trains its 240 field technicians to be experts on the products it built 15
years ago and builds today.
• Parts are stocked with the field technicians to maximize our first time fox rate and
resolve problems fast.
• When emergencies occur our customer support and field service employees will
professionally diagnose and resolve your problem.
• Eaton has a 7x24 Customer Reliability Center to answer your calls and technical
support,and a 7x24 parts logistics and remote monitoring team to ship parts and
respond to critical alarms globally.
• Preventive maintenance allows our techs to thoroughly test, inspect for wom
parts, install firmware updates and calibrate when needed so the UPS meets
Eaton's most current operating specification.
• Safety and insurance resources to protect you against the unexpected:every
field technician has the OSHA, IEEE and NFPA tools,personal protection
equipment and training to comply with arc flash and electrical safety so you, your
employees and Eaton employees avoid unsafe conditions.
• Eaton is committed to flawless service execution:We survey every customer for
satisfaction, drive continuous improvements and employ Six Sigma and Eaton
Quality programs.
Eaton puts all of our replacement parts through a thorough testing regiment to insure quality.
Eaton is the only immediate source for original equipment parts.
Should you have further questions, or need further assistance of any kind, please do not hesitate
to call on me. Thank you for this opportunity to be of service.
Sincere
C rtis Mitchell
Service Sales Account Executive—Data Center Segment
Cell: 972-342-1568
curtisim itchell(c>7eaton.com
ATTACHMENT C
VERIFICATION OF SIGNATURE AUTHORITY
FORM
Eaton Corporation
637 Westport Pkwy,Suite 200
Grapevine,TX 76051
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment or
change order on behalf of Contractor.Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor. /-
1. Name: J C ��%Se ✓�t �r 'e'—
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: /
Signaf+ o resi en dr. r.�
Other Title:
Date: