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Contract 53573
CITY SECRETARY COWRACT NO,�3 _— PROFESSIONAL SERVICES AGREEMENT MASTER AGREEMENT Three Phase Uninterruptible This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the"City"), a home rule municipal corporation situated in portions of Tarrant, Parker, Denton, and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Assistant City Manager, and DataSpan Holdings Incorporated ("Vendor"), a Corporation, as executed by John J.Bates, its duly authorized Vice-President,each individually referred to as a"party"and collectively referred to as the"parties."This document shall serve as the Master Agreement as referenced in Exhibit A. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. Exhibit A: Scope of Services 2. Exhibit B: Vendor's Pricing Schedule 3. Exhibit C: Vendor's Response to the City's Invitation to Bid All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any contlict b etween a docu-me nts,the terms and conditions of this Irrofess1ona&Services A greemen shall control. 1. SCOPE OF SERVICES. Vendor hereby agrees to provide the City with preventative maintenance service on the three-phase uninterruptible power systems for the Water Central Laboratory and Information Technology Solutions Department. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Services,more specifically describing the services to be provided hereunder. Vendor warrants that it will exercise reasonable skill, care and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices and applicable laws. 2. TERM. This Agreement shall begin on January 01,2020("Effective Date") and shall expire on December 31, 2020,unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,for up to five(5)one-year renewal options,at City's sole discretion. 3. COMPENSATION. The City shall pay Vendor in accordance with the provision of this Agreement and the unit prices as specified in Exhibit B. The Annual Agreement amount shall not exceed One-Hundred Fifty Thousand Dollars and 00/100 ($150,000.00) annually. Vendor 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 Vendor not s ec' ed by this Agreement unless City first approves such expense in writing. OFMCUAL RECORD CITY SECRETARY F"T 'WORTHs`OK 4. TER11rIINATION. 4.1. Written Notice. The City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriatiort of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees promptly to make full disclosure to the City in writing upon its first knowledge of such conflict. Vendor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City, except to the extent that such disclosure is required by applicable law or court order and then only after prior notice to and consultation with the City. Vendor 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. Vendor shall notify the City promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Vendor agrees that the City shall,until the expiration of three (3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor at least five (5) business days' advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and fin-ther that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. The audit rights conferred by this section shall not permit the City to access records related to the pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Vendor's estimating records. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES,DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF VENDOR,ITS OFFICERS,AGENTS,EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE VENDOR SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE VENDOR, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR WHOM VENDOR IS LEGALLY RESPONSIBLE. NOTWITHSTANDING THE FOREGOING, VENDOR AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES, INCLUDING REASONABLE ATTORNEYS'FEES AND EXPENSES,RESULTING FROM CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER THIS AGREEMENT. VENDOR SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS,AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT,COPYRIGHT,TRADE MARK,TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM;HOWEVER,VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT.IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR(B)MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON- INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR(D)IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ,ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. ASSIGNMENT AND SUBCONTRACTING. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement,and Vendor shall have no further liability or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract, the Vendor shall require such subcontractor to execute a written agreement with the Vendor referencing this Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of the Vendor under this Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Vendor shall provide the City with a fully executed copy of any such subcontract upon request,with any financial and proprietary information redacted. 10. INSURANCE. Vendor shall provide the City with certificate(s) of insurance documenting policies of the following coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Vendor, its employees, agents, representatives in the course of the providing services under this Agreement. ".Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accidentloccurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows. Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq., Tex. Rev. Civ. Stat.) and policy limits for Employers' Liability of $100,000 each accident/occurrence,$500,000 bodily injury disease policy limit and$100,000 per disease per employee. (d) Professional Liability(Errors& Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be.claims-made, and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided.An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any services pursuant to this Agreement.All policies except Workers'Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies except Professional Liability and Employer's Liability shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth.The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of cancellation of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Vendor's insurance policies. Notice shall be sent to the Risk Manager,City of Fort Worth, 1000 Throckmorton,Fort Worth, Texas 76102,with copies to the City Attorney at the same address. 10.3 Waiver of Subrogation for Proppft Insurance. The City and Vendor waive all rights against each other and their officers, officials, directors, agents, or employees for damage covered by builder's risk insurance during and after the completion of Vendor's services. If the services result in a construction phase related to the project, a provision similar to this shall be incorporated into all construction contracts entered into by the City, and all construction contractors shall be required to provide waivers of subrogation in favor of the City and Vendor for damage or liability covered by any construction contractor's policy of property insurance, including builder's risk provided by such contractor, if applicable. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall promptly desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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. 13. 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 facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To The CITY: To VENDOR: City of Fort Worth DataSpan Holdings,Incorporated Attn: Chris Harder,Water Director Attn: John J.Bates, Vice-President of Operations 200 Texas Street 13755 Hutton Drive, Suite 300 Fort Worth TX 76102-6311 Farmers Branch,TX 75234 Facsimile: (817)392-8654 Facsimile: (214)905-1883 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers. 15. NO WAIVER. The failure of the City or Vendor 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 the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of 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. 18. FORCE MIAJEURE. The City and Vendor 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 (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this,Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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 exhibits hereto. 21. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument;which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants, statements, representations and promises agreed to by the parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations set forth in the City's Request for Proposals,Vendor's Proposal and revised cost. No agent of either party has authority to make,and the parties shall not be bound by,nor liable for,any covenant, statement,representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 23. 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 24. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, 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)wilI 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 Contractor: (1)does not boycott Israel;and(2)wilI not boycott Israel during the term of the contract. CI 1 CONTRACT lid giving 146*1u wAr ttm- I wn dk fict srlI cal li+Y1u�,! spur rtiA +Ialtac+ F'k77r.� 'l�9!<; �' drill, �tirl�taltil�*j iC;i-•rii+lk aC lei,. : ,,,, TIS�C I'i�1f11I� r�4 5i :Wli9' .lti I�� 11r3tCr r�l 1 ty 11] ■�+lrY.1 ,Y Mill l.��, PAr A PPRO7iAL 2Ff'[)%I.WFN 11 I�_y' NifiTie_ ! kuIs 114lx ci I"1. higl tira k i.�tiViy 1Ilap �criA1 A*ai,l�Iii IIle% !q .; ern 1395' d019 53Pia-1 Wile Title �irrtpl � �WL�*rFla ` kiptx it OFFI UAL RECORD C0TV SECRETARY EXH I BIT A � DC POWER DISTRIBUTION SERVICES RECTIFIERS, INVERTERS,CONVERTERS PREVENTIVE MAINTENANCE ONLY WS)SERVICE-1 PM SERVICE SUMMARY Includes 1 Preventive Maintenance Service,scheduled by the customer between 8am-5pm,Monday- On-Site Service Friday(excluding national holidays). 7x24 Technical Assistance Center for telephone support and emergency dispatch services.call 1- Customer Support 800_800_5260. Labor&Travel Includes travel and labor to perform remedial repair services. SERVICE PERFORMED Rectifiers 1. Cable Connections:Check connections for tightness,heat,and discoloration utilizing thermal laser gun.Tighten connections as required. 2 Fusing and Distribution:Check all distribution fuses and circuit breakers for heating utilizing thermal laser gun. 3. Output Currents and Voltages:Record through the MCA panel. 4. High and Low Voltage Sottings:Verify set points through the MCA panel. 5. Fusing and Distribution:Visual Inspection of connections for tightness heat and discoloration. 6. Alarms:Verify alarms to ensure proper operation.Check all fuses for alarms,both audible and visual.Check whether alarms are tied into office alarms. Power Boards 1. Record plant capacity and plant load;measure voltage at the battery and power board. 2. Measure noise level at the battery with all rectifiers operating. 3. Insure proper operation of low voltage disconnect CLVD),if equipped. 4. Alarms:Verify alarms to ensure proper operation.Check all fuses for alarms,both audible and visual. 5. Inspect fusing,distribution,and connections. Inverters,Converters 1. Measure input and output voltages,currents and frequency,as applicable. 2. Check input and output cable connections, 3. For inverters,check line sync and measure voltage from inverter line to bypass line. 4. Check alarms for visual and audible indications. 5. Inspect AC tank and DC filter capacitors,as applicable. 6. Calibrate meters. 7. Transfer the inverter to standby and back,verify circuit operates correctly. Scope of Work i DC Power PM Only 8x5 0 VERTIV. 0 2017 Vertiv Co,All rights reserved. , r a Rau iili7/2D18 Pagel of 2 Avoeenf Chforida CleLert NetSure'" T�alHs'" T 3' ASSUMPTIONS AND CLARIFICATIONS 4+ A mutually agreeable response time for non-emergency requests will be established at time of service request. Does not include parts or return corrective visits. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: • Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination purposes. • Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378. • Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance, safety training and badging for Vertiv service personnel. • Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work,notify Vertiv service personnel of any special requirements for equipment access Including lifts,ladders,etc. • Shutdown:Service may require shutdown of load to ensure electrical connection Integrity. • Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24-hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the VertivTerms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. Scope ofworkIDe Power PM Only 8xS VERTIV. Rey:11/1712018 Page2or2 6 2017 Vertiv Co.All rights reserved. AvoeenV chloride'Llehert'NotsurC Trellis" SCOPE Of, WORK STATIONARY BATTERY SYSTEMS VRLA (SEALED) RAWERY ESSENTIAL SERVICE -4 PM SERVICE SUMMARY r On-Site Service Includes 1 Annual and 3 Semi-Annual Preventive Maintenance Services,scheduled bythe customer between Sam-5pm,Monday-Friday(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response,7 days/week,24 hours/day,with ir, -;n mile nt a Vertiv Services'Service City. Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network online Internet portal. Internal Battery Coverage Includes parts,labor,disposal and battery jars as required-,up to 10%of the battery jars per year,not accumulated over contract term(limits may apaly,see Assumptions and Clarifications, as applicable,for more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service provider for Liebert products. Battery Recycling Includes battery recycling as required,with documentation meeting EPA requirements. SERVICE PERFORMED **During the initial PM visit, an Annual Service PM must be performed ** Semi-Annual Service 1. Inspectthe appearance and cleanliness of the battery and the battery room.Clean normal jartop dirt accumulation(to be done only with battery off line). 2. Measure and record the total battery float voltage and charging current. 3. Measure and record the overall AC ripple voltage. 4. Measure and record the overall AC ripple current. 5. Visually inspect the jars and covers for cracks and leakage. 6. Visually inspect for evidence of corrosion. 7. Measure and record the ambient temperature. 8. Verify the integrity of the battery rack/cabinet. 9. Measure and record 100%of the jartemperatures. 10, Measure and record the float voltage of all cells. 11. Measure and record all internal ohmic readings. 12. Provide a detailed written report noting any deficiencies and corrective action needed,taken and/or planned. 13. Verify approval for Battery Life program. Annual Service(includes the above, plus) 1. Re-tighten all battery connections to the battery manufacturer's specifications,if required.Refer to the manufacturer's literature to determine if re-tightening is required. 2. Measure and record all battery connection resistances in micro-ohms,when applicable. Corrective Maintenance Performed as Required 1. Refurbish cell connections as deemed necessary by the detailed inspection report. Conditions for Single Jar Replacement Service for Lead Acid Batteries 1. The Customer is covered by an Essential or Preferred Contract, 2. The battery string is in overall good health as determined by Vertiv Services;the battery string is not beyond expected service years or has had excessive singlejar replacements that would make the string unstable. 3. Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv Services. 4. Contracts have no cash value for future years or full string battery replacements.Single jar replacement is limited to batteries in the original string. ASSUMPTIONS AND CLARIFICATIONS Does not include battery or full-string replacement labor or parts coverage. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: • Point of Contact:Provide an authorized point of contact(s),specific forthe scope of work,for scheduling and coordination purposes. • Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378. • Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,safety training and badging for Vertiv service personnel. • Equipment Access:Convenient access to the equipment covered by the Scope of Work.Priorto scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc. • Shutdown:Service may require shutdown of load to ensure electrical connection integrity. • Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24- hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions orthe terms of a Master Agreement between the parties,if any,shall apply. SCOM OF WORK UNINTERRUPTIBLE POWER SYSTEMS ALL 3-PHASE MODELS ESSENTIAL SERVICE-2 PM SERVICE SUMMARY 'Feature Detail On-Site Service Includes 1 Annual and 1 Semi-Annual Preventive Maintenance Services,scheduled by the customer between gam-5pm,Monday-Friday(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response,7 days/week,24 hourstday,within 150 miles of a Vertiv's Service City. Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network Online Internet portal. Parts includes parts coverage(limits may apply;see Assumptions and Clarifications, as applicable, for more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional Performed by Vertiv factory-trained and authorized technician equipped with Vertiv Proprietary tools and software.Vertiv CEs and Vertiv Partners are the only approved OEM service providers for Vertiv products. VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE Vertiv Customer Engineers(CEs)are the only authorized,factory-trained and OEM-supported service providers for Vertiv equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance, Using proprietary software PPvis'"',Paramset'',and WinSVT'm CEs apply Vertiv's knowledge base to diagnose,configure and optimize your Vertiv equipment. Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest version of operational firmware to ensure equipment is running at optimal performance and efficiency levels. • Vertiv exclusively enables: • Access to OEM engineering support and product enhancements. • Optimized methods of procedure for efficient service supported by proprietary documentation. • Improved MTBR and MTTR. Root cause forensic analysis. • Continual improvements with tested and certified updates for software and hardware improvements throughout the equipment's lifecycle. • CEs to be equipped with proprietary service documentation that provides access to the latest method of procedures and event data to return equipment online in the most efficient manner possible. • Benchmarking against the entire service population to identify service trends and provide solutions rapidly or before they occur,reducing or eliminating customer events and outages. • Vertiv Services CEs are trained in NFPA and OSHA best practices,and all processes and procedures strictly comply with NFPA 70A and 70E industry standards. SERVICE PERFORMED UPS Full Preventive Maintenance Service Semi-Annual Service 1. Perform temperature check on all breakers,connections,and associated controls.Repair and/or report all high temperature areas. 2. Perform a complete visual inspection of the equipment including subassemblies,wiring harnesses,contacts,cables,and major components. 3. Check air filters for cleanliness.(if applicable) 4. Check rectifier and inverter snubber boards for discoloration. 5. Conduct diagnostic review with proprietary access to internal event logs. 6. Record all voltage and current meter readings on the module control cabinet orthe system control cabinet. 7. Measure and record the do float voltage at the UPS and at the battery 8. Measure and record the ripple voltage and current Annual Service 1. Check power capacitors for swelling or leaking oil(if applicable). 2. Check for DC capacitor vent caps that have extruded more than 1/8"(if applicable). 3. Measure and record harmonic trap filter currents(if applicable). 4. Check the inverter and rectifier snubbers for burned or broken wires. 5. Check all nuts,bolts,screws,and connectors for tightness and heat discoloration. 6. Check fuses on the DC capacitor deck forcontinuity(if applicable). 7. With customer approval,perform operational test of the system,including unittransfer and battery discharge. 8. Calibrate and record all electronics to system specifications. 9. Check or perform Engineering Field Change Notices(FCN)as necessary. 10. Measure and record all low-voltage power supply levels. 11. Record phase-to-phase input voltage and currents. 12. Record real and apparent power for each phase. 13. Review system performance with customer to address any questions and to schedule any repairs. Battery Inspection Service-Performed During the UPS Annual PM Service 1. Check integrity of battery cabinet(if applicable). 2. Perform a visual inspection of the battery,battery cabinet or rack and battery room and note any deficiencies and recommendations. ASSUMPTIONS AND CLARIFICATIONS Parts coverage excludes batteries,air filters,proactive full bank capacitor replacement and fan replacement. Customer should check air filters monthly for cleanliness and replace as necessary. Maintenance does not include System Control Cabinet,Power Tie,Breaker Cabinets,Load Bus Sync or Maintenance Bypass Cabinets. i The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance program for the battery system. Modular designed UPS systems may have less accessibility to listed"if applicable"checks above due to the design and usage of certain UPS systems. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination purposes. • Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by contactingthe Vertiv Customer Resolution Center at 1-800-543-2378. • Site Access:Priorto time of scheduled work,provide site access including any customer required escort,security clearance,safety training and badging for Vertiv service personnel. m Equipment Access:Convenient access to the equipment covered by the Scope of work.Prior to scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc. • Shutdown:Service may require shutdown of load to ensure electrical connection integrity. ® Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24- hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the Vertiv Terms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. f SCOPE OF WORK UNINTERRUPTIBLE POWER SYSTEMS NFINITYAND APS ESSENTIAL SERVICE- 1 PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Preventive Maintenance service,scheduled by the customer between Sam-Spm, Monday-Friday(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response,7 days/week 24 hours/day,within 150 miles of a Vertiv Services'Service City- Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network Online Internet portal. Parts Includes parrs coverage including Internal batteries(limits may app[y,see Assumptions and Clarifications,as applicable,for more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional Performed by Vertiv factory trained and authorizea technician Vertiv Services is the OEM service provider for Liebert products. SERVICE PERFORMED • Record the phase to phase input voltages. • Perform a temperature check on all breakers,connections,and associated controls.Repair and/or report all high temperature areas. • Perform a complete visual inspection of the equipment,including sub-assemblies,wiring harnesses,contacts,cables and major components. • Check all nuts,bolts,screws,and connectors for tightness and heat discoloration. • Inspect for broken,brittle,damaged,or heat stressed components and cables. • Clean any foreign material and dust from internal compartments. • Perform a status check of alarm circuits. • Perform an operational test of the system including unit transfer to and from bypass. • Perform an operational test of the system including unit transfer to and from battery. • Install or perform Engineering Field Modifications including firmware revisions as necessary. • Return the system to normal load and verify the output voltage. • Review system performance with customer to address any system questions. ASSUMPTIONS AND CLARIFICATIONS Parts and labor for KVA or battery upgrades not included.labor is included if performed during a scheduled PM. Parts coverage excludes air filters,proactive full bank capacitor replacement and fan replacement. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination purposes. Scheduling:Make dates available forscheduling service.All visits must be requested 10 business days in advance of need by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378. _. Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,safety training and badging for Vertiv service personnel. Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc. Shutdown:Service may require shutdown of load to ensure electrical connection integrity. Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24- hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. SCOPE OF WORK STATIONARY BATTERY SYSTEMS VRLA (SEALED) NPOWER BATTERY PREFERRED SERVICE -4 PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Annual and 3 Semi-Annual Preventive Maintenance Services,scheduled by the customer at the customer's convenience(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response,7 days/week.24 hours/day,within 150 miles of a Vertiv Services'Service City. Customer Support includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network Online Internet portal. Internal Battery Coverage Includes parts,labor,disposal and battery jars as required-up to 10%of the battery jars Der year,not accumulated over contract term(limits may apply; we Assumptions and Clarifications, as applicable,for more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional Performed by Vertiv factory trained and authorized technician.Vertiv Services is the OEM service provider for Liebe rt products. Battery Recycling Includes battery recycling as required,with documentation meeting EPA requirements. SERVICE PERFORMED "During the initial PM visit,an Annual Service PM must be performed. ** Semi-Annual Service 1. Inspect the appearance and cleanliness of the battery and the battery room.Clean normal jar top dirt accumulation(to be done only with battery off line). 2. Measure and record the total battery float voltage and charging current. 3. Measure and record the overall AC ripple voltage. 4. Measure and record the overall AC ripple current. 5. Visually inspect the jars and covers for cracks and leakage. 6. Visually inspect for evidence of corrosion. 7. Measure and record the ambient temperature. S. Verify the integrity of the battery rack/cabinet. 9. Measure and record 100%of the jar temperatures_ 10. Measure and record the float voltage of all cells. 11. Measure and record all internal ohmic readings. 12, Provide a detailed written report noting any deficiencies and corrective action needed,taken and/or planned. 13. Verify approval for Battery Life program. Annual Service(includes the above, plus) 3. Re-tighten all battery connections to the battery manufacturer's specifications,if required.Refer to the manufacturer's literature to determine if re-tightening is required. 4. Measure and record all battery connection resistances in micro-ohms,when applicable. Corrective Maintenance Performed as Required 2. Refurbish cell connections as deemed necessary bythe detailed inspection report. Conditions for Single Jar Replacement Service for Lead Acid Batteries 5. The Customer is covered by an Essential or Preferred Contract. 6. The battery string is in overall good health as determined by Vertiv Services;the battery string is not beyond expected service years or has had excessive single jar replacements that would make the string unstable. 7. Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv Services. 8. Contracts have no cash value for future years or full string battery replacements.Single jar replacement is limited to batteries in the original string. ASSUMPTIONS AND CLARIFICATIONS Does not include battery or full-string replacement labor or parts coverage. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: • Point of Contact:Provide an authorized point of contact(s),specific forthe scope of work,for scheduling and coordination purposes. • Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days In advance of need by contacting the Vertiv Services Customer Resolution Centerat 1-800-543-2378. • Site Access:Priorto time of scheduled work,provide site access including any customer required escort,security clearance,safety training and badging for Vertiv service personnel. • Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc. • Shutdown:Service may require shutdown of load to ensure electrical connection integrity. • Notification:If for any reason the work cannot be performed during scheduled time,notify Vertiv service personnel 24- hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. SCOPE Of WORK UNINTERRUPTIBLE POWER SYSTEMS ALL 3-PHASE MODELS NPOWER UPS PREFERRED SERVICE-Z PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Annual and 1 Semi-Annual Preventive Maintenance Services,scheduled by the customer at the customer's convenience(excluding national holidays). Response Time Guaranteed 4-hour on-site,emergency response.7 days/week, 74 hours/day. within 150 miles of a Vert!v's Service City. Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network Online Internet portal. Parts Includes parts coverage(limits may apply;see Assumptions and Ciarifications..a5 applicable, fo( more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week,24 hours/day,within the 48 contiguous states and Hawaii. Service Professional Performed by Vertiv factory-trained and authorized technician equipped with Vertiv Proprietary tools and software.Vertiv CEs and Vertiv Partners are the only approved OEM service providers for Vertiv products. VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE Vertiv Customer Engineers(CEs)are the only authorized,factory-trained and OEM-supported service providers for Vertiv equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance. • Using proprietary software PpVisTM,ParamsetTm,and WinSVTTm CEs apply Vertiv's knowledge base to diagnose,configure and optimize your Vertiv equipment. • Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest version of operational firmware to ensure equipment is running at optimal performance and efficiency levels. • Vertiv exclusively enables. • Access to OEM engineering support and product enhancements. • Optimized methods of procedure for efficient service supported by proprietary documentation. • Improved MTBR and MTTR. • Root cause forensic analysis. • Continual improvements with tested and certified updates for software and hardware improvements throughout the equipment's lifecycle. • CEs to be equipped with proprietary service documentation that provides access to the latest method of procedures and event data to return equipment online in the most efficient manner possible. o Benchmarking against the entire service population to identify service trends and provide solutions rapidly or before they occur,reducing or eliminating customer events and outages. % Vertiv Services CEs are trained in NFPA and OSHA best practices,and all processes and procedures strictly comply with NFPA 70A and 70E industry standards. - SERVICE PERFORMED UPS Full Preventive Maintenance Service Semi Annual Service 9. Perform temperature check on all breakers,connections,and associated controls.Repair and/or report all high temperature areas. 10. Perform a complete visual inspection of the equipment including subassemblies,wiring harnesses,contacts,cables,and major components. 11. Check air filters for cleanliness.(if applicable) 12. Check rectifier and inverter snubber boards for discoloration. 13. Conduct diagnostic review with proprietary access to internal event logs. 14. Record all voltage and current meter readings on the module control cabinet or the system control cabinet. 15. Measure and record the do float voltage at the UPS and at the battery 16. Measure and record the ripple voltage and current Annual Service 14. Check power capacitors for swelling or leaking oil(if applicable). 15. Check for DC capacitor vent caps that have extruded more than 1/8"(if applicable). 16. Measure and record harmonic trap filter currents(if applicable). 17. Check the inverter and rectifier snubbers for burned or broken wires. 18. Check all nuts,bolts,screws,and connectors for tightness and heat discoloration. 19. Check fuses on the DC capacitor deck for continuity(if applicable). 20. With customer approval,perform operational test of the system,including unittransfer and battery discharge. 21. Calibrate and record all electronics to system specifications. 22. Check or perform Engineering Field Change Notices(FCN)as necessary. 23. Measure and record all low-voltage power supply levels. 24. Record phase-to-phase input voltage and currents. 25. Record real and apparent power for each phase. 26. Review system performance with customer to address any questions and to schedule any repairs. Battery Inspection Service-Performed During the UPS Annual PM Service 3. Check integrity of battery cabinet(if applicable). 4. Perform a visual inspection of the battery,battery cabinet or rack and battery room and note any deficiencies and recommendations. ASSUMPTIONS AND CLARIFICATIONS Parts coverage excludes batteries,airfilters,proactive full bank capacitor and proactive full fan replacement. Customer should check air filters monthly for cleanliness and replace as necessary. Maintenance does not include System Control Cabinet,Power Tie,Breaker Cabinets,Load Bus Sync or Maintenance Bypass Cabinets. The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance program for the battery system. Modular designed UPS systems may have less accessibility to listed"if applicable"checks above due to the design and usage of certain UPS systems. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: ® Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination purposes. ® Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378. Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,safety training and badging for Vertiv service personnel. o Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc. • Shutdown:Service may require shutdown of load to ensure electrical connection integrity. s Notification:If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24- hours prior to scheduled event. TERMS AND CONDITIONS Subjectto all Terms&Conditions as noted in the Vertiv Terms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. hN SCOPE or WORK UNINTERRUPTIBLE POWER SYSTEMS APM UPS ONLY ESSENTIAL.SERVICE -2 PM SERVICE SUMMARY Feature Detail On-Site Service Includes 1 Annual and 1 Semi-Annual Preventive Maintenance Services on Vertiv UPS and Vertiv internal batteries scheduled by the customer between 8am-5pm,Monday-Friday(excluding national holidays). Response Time Guaranteed 4-hour on-site emergency response.7 days/week,24 hours/day,within 150 miles of a Vertiv Services'Service City. Customer Support Includes access to the Customer Resolution Center(1-800-543-2378)and the Vertiv Customer Services Network Online Internet portal. Parts Includes parts coverage including Internal batteries(limits may apply;see Assumptions and Clarifications.as applicable,for more dewiis), Internal Battery Coverage includes parts,labor,disposal and battery jars as required_up to 10%of the battery jars per year,not accumulated over contractterm(limits may apply;see Assumptions and Clarifications, as applicable,for more details). Labor&Travel Includes 100%labor and travel coverage 7 days/week.24 hours/day,within the 48 contiguous States jno Hawaii. Service Professional Performed by Vertiv factorytrained and authorized technician.Vertiv Services is the OEM service provider for Liebert products. Battery Recycling rnrludes battery recycling as required, with documentation meeting EPA requiremenrs. SERVICE PERFORMED UPS Full Preventive Maintenance Service 5emi-Annual Service s Perform a temperature check on all breakers,connections and associated controls.Repair and/or report all high temperature areas. • Perform a complete visual inspection of the equipment,including sub-assemblies,wiring harnesses,contacts,cables and major components. o Check airfilters for cleanliness.(if applicable) o Check rectifier and Inverter snubber boards for discoloration. ® Record all voltage and current meter readings on the module control cabinet or the system control cabinet. Annual Service(includes the above,plus) 14. Check the inverter and rectifier snubbers for burned or broken wires. 15. Check all nuts,bolts,screws,and connectors for tightness and heat discoloration. 16. Check fuses on the DC capacitor deck for continuity(if applicable). 17. With customer approval,perform operational test of the system including unit transfer and battery discharge. 18. Calibrate and record all electronics to system specifications. 19. Check or perform Engineering Field Change Notices(FCN)as necessary. 20. Measure and record all low-voltage powersupply levels. 21. Record phase-to-phase input voltage and currents. 22. Review system performance with customer to address any questions and to schedule any repairs. 23. Check power capacitors for swelling or leaking oil(if applicable). 24. Check for DC capacitor vent caps that have extruded more than 1/8"(if applicable). 25. Measure and record harmonic trap filter currents(if applicable). Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only) Semi Annual Service S. Inspect the appearance and cleanliness of the battery and the battery room. 6. Clean normal cell top dirt accumulation(to be done only with battery off line). 7. Measure and record the total battery float voltage and charging current. B. Measure and record overall AC ripple current. 9. Measure and record overall AC ripple voltage. 10. Visually Inspectthe jars and covers for cracks and leakage. 11. Visually inspect for evidence of corrosion. 12. Measure and record ambient temperature. 13. Verify the condition of the ventilation equipment,if applicable. 14. Verify the integrity of the battery rack/cabinet. 15. Measure and record 100%of the cell temperatures. 16. Measure and record the float voltage of all cells,1Measure and record all internal impedance readings. 17. Provide a detailed written report noting any deficiencies and corrective action needed,taken and/or planned. Annual Service(includes the above,plus) 3. Re-tighten all battery connections to the battery manufacturer's specifications,offline only. Corrective Maintenance Performed as Required 9. Refurbish cell connections as deemed necessary by the detailed inspection report. ASSUMPTIONS AND CLARIFICATIONS Parts coverage excludes air filters,proactive full bank capacitor replacement and fan replacement. Customer should check air filters monthly for cleanliness and replace as necessary. Maintenance does not include System Control Cabinet,Power Tie,Breaker Cabinets,Load Bus Sync or Maintenance Bypass Cabinets. All battery checks are recorded through the Field DB reporting system.only visual battery inspection and total battery voltages are to be recorded on the UPS E-form.The full battery maintenance inspection will be conducted through Field DB. CUSTOMER RESPONSIBILITIES In order to provide timely,accurate and thorough execution of the services described herein,Vertiv requests the following: s Point of Contact:Provide an authorized point of contact(s),specific for the scope of work,for scheduling and coordination purposes. o Scheduling:Make dates available for scheduling service.All visits must be requested 10 business days in advance of need by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378. a Site Access:Prior to time of scheduled work,provide site access including any customer required escort,security clearance,safety training and badging for Vertiv service personnel. Equipment Access:Convenient access to the equipment covered by the Scope of Work.Prior to scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts,ladders,etc, w Shutdown:Service may require shutdown of load to ensure electrical connection integrity. Notification:If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24- hours prior to scheduled event. TERMS AND CONDITIONS Subject to all Terms&Conditions as noted in the Vertiv Services Terms&Conditions or the terms of a Master Agreement between the parties,if any,shall apply. EXHIBIT B Site ID: 58807 WATER LAB -2600 SE LOOP.820,FORT WORTH,.TX 76140 Tag# Description Part# Annual Coverage Type Coverage Amount PM t - 1140990 SRS 301 65KVA UDA63065C25RT 2 Essential $ 6,250.29 1 140991 SEALED BATTERY UBCP02701425MJ 4 Essential $ 4,727.16 Total Price NOT including tax: $ 10,977.45 Site ID: 147432 BERGH 2-11149 TRINITY BLVD,EULESS,TX 76040 Tag# Description Part# Annual Coverage Type Coverage Amount PM Qty- 1630602 NFINITY 20KVA NB20SO712600 1 Essential $ 1,676.07 1630603 NFINITY 20KVA NB20SO712600 1 Essential $ 1,676.07 Total Price NOT including tax: $ 3,352.14 Site ID: 151065-BOLT STREET-3000 W.BOLT SY,FORT WORTH,TX 76110.- _ Tag# Description Part# Annual Coverage Type Coverage Amount PM 1659 662 APM 90KVA NRC90CCSAOAOM11 2 Essential $ 3,402.42 1659660 SEALED BATTERY NRBP9RXIL1AOB20 4 Essential $ 4,890.42 Total Price NOT including tax: $ � 8.292-84 Site ID: 130501 -BURNETI PLAZA- 801 CHERRY ST,FORT WORTH,TX 76102 Ta3# Description Part# Annual Coverage Type Coverage Amount PM Q 1663705 NPOWER 80KVA 37SA08000C6B342 2 Preferred $ 7,056.98 1663706 SEALED BATIERY 37BPOBOXMXI BNL 4 Preferred $ 5,885.87 Total Price NOT including tax: $ 12,942.85 Site 1D: 144660-NORTH BEACH-4705 RAY WHITE ROAD,FORT WORTH,TX 76248 Tag# Description Part# Annual Coverage Type Coverage Amount PM Qty. 1612030 NFINITY 20KVA NB20SO712600 1 Essential $ 1,676.07 612031 NFINITY 20KVA NB20SO712600 1 Essential $ 1,676.07 Total Price NOT including tax: $ 3.352-14 Site ID: TBD- ROANOKE-2521 HIGHWAY 114, FORT WORTH,TX 76247 Tag# Description Part# Annual Coverage Type Coverage Amount PM Qy- TBD LAMARCHE RECTIFIER LMHF-10-48V-2-3 1 PM ONLY 8X5 $ 1,333.33 Total Price NOT including tax: T $ 1.333.33 Site ID:TBD-TELECOM BUILDING-1515 111H AVE,FORT WORTH,TX 76102 Tag# Description Part# Annual Coverage Type Coverage Amount PM TBD NFINITY 20KVA NB20SO712600 1 Essential $ 1,676.07 Total Price NOT including tax: $ 1,676.07 Site ID: 143612-ROLLING HILLS WATER,2500 SE LOOP 820,FORT WORTH,TX 76140 Tag# Description Part# Annual Coverage Type Coverage Amount PM Qty 1604966 NFINITY 16KVA NB16SO412600-C 1 Essential $ 1,569.29 1604968 NFINITY 20KVA NB20S0712600 1 Essential $ 1,676.07 1604969 1 NFINITY 20KVA NB20SO712600 I Essential $ 1,676.07 Total Price NOT including tax: $ 4-921 4� Site ID: 142808-WESTLAND 6- 10201 CHAPIN ROAD,ALEDO,TX 76008 Tag# Description Part# Annual Coverage Type Coverage Amount PM Qty 1599830 NFINITY 20KVA N1320SO712600 Essential $ 1,676.07 1599831 NFINITY 20KVA NB20S0712600 Essential $ 1,679.07 Total Price NOT.including tax: 3 3,355.14 EXHIBIT C F ou,�iF Yo R 7l mi ITB Cover Sheet CITY OF FORT WORTH/PURCHASING DIVISION INVITATION TO BID NO. 19-0119 THREE PHASE UNINTERRUPTIBLE POWER SYSTEMS MAINTENANCE AGREEMENT BID CLOSING DATE: May 23,2019 For further information contact: Steven Rathers,Buyer FAX (817) 392-8440; email:FMSPurchasinciResponses unfortworthtexas.ciov Bids are solicited for furnishing the merchandise, supplies, services and/or equipment as set forth in this solicitation. Completed Bids including one executed original, one copy and one USB flash drive containing electronic versions of all bid documents must be received in the Purchasing Division by 1:30 P.M., May 23, 2019, and then publicly opened and read aloud at 2:00 P.M. in the Council Chambers. Bids must be submitted in a sealed envelope WITH THE BID NUMBER WRITTEN ON THE OUTSIDE OF THE ENVELOPE, addressed to the Purchasing Manager, YOUR 810 MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CONSIDERED. Bids shall be Mailed or hand dellveredto the following address: City of Fort Worth, Purchasing Division, Lower Level,City Hall, 200 Texas Street,Fort Worth,Texas76102 Bids delivered by special courier (i.e. Federal Express, Special Delivery etc.) are to be marked on the outside of the courier's shipping envelope "BID No. 19-0119, THREE PHASE UNINTERRUPTIBLE POWER SYSTEMS MAINTENANCE AGREEMENT" AND MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1.30 DEADLINE 1N ORDER TO BE CONSIDERED, Late bids will be returned or destroyed; they will not be opened nor considered in the evaluation of the bid. Bids may be withdrawn at any time prior to the official opening. Bids may not be altered, amended or withdrawn after the official opening. The undersigned agrees, if the bid is accepted, to furnish any and all items upon which prices are offered, at the price(s) and upon the terms, conditions and scopefspecifications contained in this document. The period for acceptance of this bid will be 90 calendar days after the bid opening date. By signing below, I certify that I have read the attached Terms and Conditions, Instruction to Bidders and the Bid requirements and have agreed to all of the terms, conditions and requirements contained herein. Failure to complete the_reguested information below will result in rejection of Your bid. Company Name andAddress: 13 Iss- 14 Al-,j r 3ou P nn JP 1 �' 1-2 ,4 Federal 1D Amber(TIN): i Company's Authorized Agent Name and Title p Signature: c- ..t ,3 �` Date: Or ic?hCigTelephone Number: 7 tyj 10$,/-Iy ` Email addre s: ��� L d,�_�,_ OA Fax Number:(7,y Should other Governmental entities decide to participate in this contract, would you,t)f?Vendor, agree that all terms,conditions,specifications,and pricing shall apply(see section 11)? Yes V No P_rg-Bid Conference: No Pre-Bid Conference. Qo.w&ats: 4 • Part--I : BidSolicitationlOffer • Part--II : Instruction to Bidders , • mart—III : Scope of Services/Specifications • Part—IV: Standard Purchasing Terms and Conditions • Part—V : Attachments Revised 6.25.18cg 19-0119 Three Phase Uninterruptlble Power Systems Page 1 Page 1 of 1 BID SOLICITATION ATION Printed:04f 11/2019 5l9120'm 1:30;00 PNI DID NIf;WIBM 19•0118 BUYER:Steven Rathers PHONE#: (817)392-2057 DELIVERY REQUIRED:6/9/2019 u. Vendor Name: S City of Ft Worth Address: PURCHASING DIVISION IOU P LOWER LEVEL CITY HALL_ City,State Zip Code: r� FORT WORTH TX 7fi102 � �'lalL(+'1it2S AlZiww�� u 7'a�3 � A Item Class-Item r Quantity Unit Unit Price Total 1,000 The City of Fort Worth is seeking an annual agreement for Three-Phase _ Uninterruplible Power Systems Maintenance Agreement_The agreement will be for one,one-year period with options to renew for up to five(5) additional one-year periods(October 1 to September 30),unless City or Vendor provides the other party with notice of non-renewal at least 60 days before the expiration of the Initial Term or renewal period.However,if funds are not appropriated,the City may cancel the Agreement 30 calendar days after providing written notification to the Contractor f Vendor. 2.000 Annual Maintenance LIEBERT UPS Part#UDA63065C25RT,per 1 YR CL attached specifications 3.000 LIEBERT SEALED VRL.A BATTERIES Part#UBCP0270H25MJ,per 1 YR `G attached specifications i L3 " 199rz S6 c200.3(r—, WE AGREE TO FURNISH ANY OR ALL OF THE ITEMS QUOTED AT THE PRICES SHOWN.QUOTE ? MUST BE HELD FIRM FOR PERIOD OF 90 DAYS. 1 TERM OF PAYMENT: y 'a'' COMPANY: 1 A1pul ,,J �t+3L DELIVERY: SIGNATURE: ` a TELEPHONE NUMBER: 10 13"L NAME AND TITLE: Ctw 1Try 6�gr��;�a 14"k oaL&i on-s -- ,e - z I` bV oca.hM UC t I +c- fit oe 'JGCw ��L�} 19-0119 Three Phase Uninterruptible Power Systems Page 2 BID NO 19-0119 4uom No. (202954153 Dear City of Ft.Worth, May 22, 2i)19 We are pleased to submit the following proposal for your review and consideration. Prepared by Denise Banning DATA SPAN As the rate of change and complexity in your data center increases we are the partner that Phone: 214.533_5131 you need to help you achieve your goals. E-mail: dbannin dates an.com Sincerely, Denise Banning Essential Service • Guaranteed 4-hour response 24 hours/day,7 days/week • Emergency service labor and travel coverage ® Parts coverage . Preventive Maintenance visits scheduled Monday-Friday,8 am—5 pm Preferred Service Guaranteed 4-hour response 24 hours/day,7 dayslweek Emergency service labor and travel coverage s Parts coverage • Preventive Maintenance visits scheduled after normal business hours or on weekends PM Only 8x5 Service Preventive Maintenance visits scheduled Monday-Friday,8 am--5 pm Standard Maintenance Contracts;_ S te'lD-`5tl8Q7-WATER LAt3 YNOO`SE LOOP:824a`�Q�T_._WQR�H FX 7fi1?t4l Tag# Description Part# Annual PM Oty. Coverage Type Coverage Amount 1140990 SRS 301 65KVA UDA63065C25RT 2 Essential $6,250,29 1140991 SEALED BATTERY UBGP0270H25MJ 4 Essential $4,727.16 ................................................. Total Price NOT including tax: $10,977.44 Sitq 47432 j*kO 1'f 1441RlNl1y—BL YP,"ELFLESS;TX 1 040 Tag# Description Part# Annual PM City. Coverage Type Coverage Amount 1630602 NFINITY20KVA N320SO712600 1 Essential $ 1,676.07 1630603 NFINITY20KVA NB20SO712600 1 Essential $1,676.07 .......... Total Price NOT including tax: $3,352.13 Sit6;1D:_�51i}65 ,BOLT'ST�ttrt T;=;3000 W, BOLT-ST;'F0"rWQ TK TX'T5110 Tag# Description Part# Annual PM Oty. Coverage Type Coverage Amount 1659662 APM 90KVA NRC90CCSAOAOM11 2 Essential $3,402.42 1659660 SEALED BATTERY NRBP9RX1 LIAOB20 4 Essential $4,890,42 ............_..... ............................... Total Price NOT including tax; $8,292.84 Site IQ; 130501—, -I3UR NETj PLA,. 80 qH�R RY,$-T,-TqRT KTM;,'TX 76102 Tag A Description Part# Annual PM Oty, Coverage Type Coverage Amount 1663705 NPOWER 80KVA 37SA08000C6B342 2 Preferred $7,056.98 1663706 SEALED BATTERY 37BP080XMX16NL 4 Preferred $5,885.87 Total Price NOT including tax: 12,942.84 %wip.."I 400" P RTWqF-*c 14.'47-40 WiA '",0A RT-11"Tu'" Tag# Description Part# Annual PIVI Qty. Coverage Type Coverage Amount 1612030 NFINITY 20KVA N320SO712600 1 Essential $1,676.07 612031 NFINITY 20KVA NB20SD712600 I Essential $ 1,676.07 .............................. Total Price NOT Including tax: $3,352.13 Sltii)Di-T8Q ,jR0AI9OKP- ''g.52 '1ql1{ $11 14,YORT-WPOT4, Tag# Description Part# Annual PM Qty. Coverage Type Coverage Amount TBD LAMARCHE RECTIFIER LMHF-10-48V-2-3 I PM ONLY 8X5 $ 1,333.33 ................- I........". Total Price NOT including tax: $1,333.33 Site lCk-TSE)"1ELEOp WORTKrx76169 Tag# Description Part# Annual PIVI Qty. Coverage Type Coverage Amount TBD NFINITY 20KVA NB20SO712600 I Essential $1,676.07 ............ .........—1--l"...- Total Price NOT including tax: $1,676.07 S!tfi-b�'J416jg WIN l4lL"L9-'WATE F 00 0"0 M tit it� Tag# Description Part# Annual PIVI Qty. Coverage Type Coverage Amount 1604966 NFINITY 16KVA NB16S0412600-C I Essential $ 1,569.29 1604968 NFINITY 20KVA NB20SO712600 I Essential $1,676.07 1604969 NFINITY 20KVA NB20SO712600 1 Essential $ 1,676.07 ........... ...............I - 11, Total Price NOT including tax. $4,921.42 Site'J13.14 '-WE�ff KD-6� '0101 CRAPKAOAD, AUVOO, TXY- g.8-0@�7 0666 Tag# Description Part# Annual PIVI Qty. Coverage Type Coverage Amount 1599830 NFINITY 20KVA NB20SO712600 I Essential $ 1,676.07 1599831 NFINITY 20KVA NB20S0712600 1 Essential $ 1,679.07 Total Price NOT including tax: $3,352.13 Grrind Tt)til Priga for ALL �ttes not incluiding.tax, USD 'JjjjWj2 OVJJA V 6'J., OR I J1 NfreM.-r IM vp �,r Services shall commence on date agreed to by customer and shall be effective for One Year. PART-11 INSTRUCTION TO BIDDERS 1.1 1.2 Review of Documents: Bidders are expected to examine all documents that makeup the Solicitation. Bidders shall promptly notify the City of any omission,ambiguity, inconsistency or error that they may discover upon examination of the Solicitation. Bidders must use a complete Solicitation to prepare Bids.The City assumes no responsibility for any errors or misrepresentations that result from the use of incomplete Solicitations. 1.3 Location of Documents: Solicitations are issued by the Purchasing Division. The location and phone number for the Purchasing Division are specified in the advertisement and in the solicitation. 2.1 EXPLANATIONS OR CLARIFICATIONS 2.2 Any explanation, clarification, or interpretation desired by a Bidder regarding any part of the Solicitation must be requested in writing from the Purchasing Division with sufficient time allowed for a written addendum to reach each Bidder before the submission of their Bid. Interpretations, corrections,or changes to the Solicitation made in any othermanner are not binding upon the City, and Bidders shall not rely upon such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Contract are not binding. 2.3 Requests for explanations or clarifications may be faxed to the City's Purchasing Division at(817) 392-8440,The fax must clearly identify the Buyer's name and theSolicitation number.Any material information given to one Bidder concerning a Solicitation will be furnished by an Addendum to all Bidders who have been issued a Solicitation. 2.4 Unauthorized Communications: Bidders' contact regarding this Invitation to Bid(ITB) with employees or officials of the City other than the Purchasing Manager,the Minority and Women Business Enterprise(MIWBE)Office, or as otherwise indicated in the ITB is prohibited and may result in disqualification from this procurement process. Noofficer, employee, agent or representative of the Respondent shall have any contact or discussion, verbal or written,with any members of the City Council, City staff orCity's consultants,or directly or indirectly through others, seek to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided.Any violation of this prohibition may result in the Respondent being disqualified from the procurement process.Any oral communications are considered unofficial and non-binding with regard to this ITB. ; 3.0 PRE-BIDCONFERENCE-OMITTED. 4.1 PREPARATION OF BIDS i Each Bidder must furnish all information required by a Solicitation on the documents provided. 3 Bids submitted on other than the forms included in the Solicitation shall be considered non- responsive.Any attempt to alter the wording in the Solicitation is ineffective and will result in j rejection of the Bid. i 4.2 Taxes: Purchases of Goods or Services for City use are usually exempt from City,State, and most Federal Taxes. Bids may not include exempted taxes. The successful Bidder should request a Tax Exemption Certificate from the Purchasing Division. Underno i Revised 6,25.1 Seg 19-0119 Threo Rhaeo unintarruplibfa Poyvcr Syntema Page 3 i I Circumstances shall the City be liable to pay taxes for which the City has an exemption under any Contract. 4.3 Brand Name or Equal: If the Solicitation indicates brand name or"equal"products are acceptable, the Bidder may offer an"equal"product and must be prepared to demonstrate those features that render it equal. Final determination of a productas "equal"remains with the City. 4.4 Delivery Time: Delivery time, if stated as a number of days,will be based oncalendar days. Time is of the essence in any City purchase. If the indicated date cannot be met or the date is not indicated, the Bidder shall state its best delivery time. 4.5 Free on Board (FOB)Point: Freight Terms shall be FOB Destination, Freight Prepaid and Allowed. The Bidder should quote its lowest and best price,with the goods delivered to the place specified, at the Bidder's expense and risk,and there tender delivery to the City. Bids offering any other delivery terms are not acceptable and may be causefor rejection. 4.6 Prices: 4.6.1 Bids shall be firm priced offers unless otherwise specified. 4.6.2 Pricing shall be entered on the Bid Sheet in ink. 4.6.3 Totals shall be entered in the"Total Price"column of the Bid Sheet. 4.6.4 In the event of a discrepancy between unit price and extended price, the unit price shall govern. 4.6.5 Prices shall be offered in the Dollars of the United States of America(ordecimal fractions thereof). 4.7 Signature:The Bidder must sign each document in the Solicitation requiring asignature. Any change made to the Bid must be initialed by the Bidder. 4.8 Bid Security: If a bid security is required for this purchase, the requirement will be reflected in the"Specification"section of the bid package.Cashier's check Oran acceptable surety bond in the amount indicated in the Notice to Bidders must be submitted at the time the bid is submitted,and is subject to forfeiture in the eventthe successful bidder fails to execute the contract documents within 10 calendar days after the contract has been awarded. 4.8.1 To be an acceptable surety on the bond: 4.8.1.1 The name of the surety shall be included on the current Department of the Treasury's Listing of Approved Sureties(Department Circular 570);or 4.8.1.2 The surely must have capital and surplus equal 10 times the amount of the bond. The surety must be licensed to do business in the state of Texas. E 4.9 Alternate Bids: Bidders may offer an"equal"product as an alternate bid. Final "approved equal"determination remains with the City. E 1 Revised 7.11.18eg 19-0119 Three Phase Unlnterruptibte Power systems Page 4 4.10 Proprietary Information: 4,10.1 All material submitted to the City becomes public property and is subject tothe Texas Open Records Act upon receipt. 4.10.2 If a Bidder does not desire proprietary information in the bid to be disclosed,each page must be identified and marked proprietary at time of submittal. The City will, to the extent allowed by law, endeavor to protect such information from disclosure. The final decision as to information that must be disclosed lies with the Texas Attorney General. 4.10.3 Failure to identify proprietary information will result in all unmarked sections being deemed non-proprietary and available•upon public request. 4.11 Bid Preparation Costs:All costs associated with preparing a Bid in response toa Solicitation shall be borne by the Bidder. 4.12 Payments:All payment terms shall be"Net 30 Days"unless otherwise specified in the bid document. 4.12.1 Successful bidders are encouraged to register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website at http:/lwww.fortworthgovorg/purchasingl, click on"Automated Clearing House Setup" 5.1 SUBMISSION OF BIDS 5.2 Bid document: Unless otherwise specified, Bidders are required to submit asigned executed original and one scanned copy in flash drive. Bids must be submitted in a sealed envelope with the bid number written on the outside of the envelope. 5.3 Documents required with Bid: The following documents must be submitted witheach Bid prior to the Due Date: 5.3.1 The completed and signed first page of this document; 5.3.2 The Price Offer in Bid Solicitation Sheet(s);and 5.3.3 Any other document included in the Solicitation requiring completion orexecution by the Bidder. 5.4 Addenda: Receipt of an Addendum must be acknowledged by signing and returning the Addendum with the Bid if requested or under separate cover prior to the Due Date and Time.Addenda containing bid pricing should be returned in a sealed envelope marked i on the outside with the Bidder's name,address,the Solicitation number, and the Due E Date and time. 5.5 !Late Bids: Bids must be received in the Purchasing Division prior to the Due Date and Time.All Bids received after the Due Date and Time are considered late and will be returned to the Bidder unopened.The time stamp clock on the receptionist's desk in the Purchasing Division is the time of record. It is the sole responsibility of the Bidderto ensure timely delivery of the Bid to the Purchasing Division. The City will not be responsible for failure of service on the part of the U.S. Postal Offce, courier companies, or any other form of delivery service chosen by the Bidder. Bids delivered to a City location other than the Purchasing Division will not be considered. The Bid must be received by the Purchasing Division and stamped before deadline to be considered. Revised 7.1 l,l8cg 19-0119 Three Phase Uninterruplible Power Systems Page 5 6.1 I± M FICATION OR WITKQ AWAL AF BIDS 6.2 Modification of Bids; Bids may be modified in writing at any time prior to the Due Date. 6.3 Withdrawal of Bids: Bids may be withdrawn in writing, or by facsimile(provided thatthe facsimile is signed by the Bidder)at any time prior to the Due Date.A Bid may alsobe withdrawn in person by a Bidder, provided the withdrawal is made prior to the Due Date. A receipt of withdrawal must be signed by the Bidder. No Bids may be withdrawn after the Due Date without forfeiture of the Bid guarantee, unless there is a material errorin the Bid. Withdrawn Bids may be resubmitted, with or without modifications, prior tothe Due Date.The City may require proof of agency from the person withdrawing abid. 7.0 QPENING OF BIDS The Purchasing Division representative responsible for opening Bids shall personally and publicly open all Bids timely received, reading each bid aloud. 8.1 E/AWAII12N FACTORS AND AWARD 8.2 Evaluation: Bidders may furnish pricing for all or any portion of the Solicitation(unless otherwise specified). However,the City may evaluate and award the Contract forany item or group of items shown on the Solicitation,or any combination deemed most i advantageous to the City. Bids that specify an"all or none"award may be considered if a single award is advantageous. 8.3 Award.The Method of Award is detailed in Section 19 in Part III Scopeof Services/Specifications 8.4 Acceptance of Bid:Acceptance of a Bid will be in the form of a Purchase Order or a Contract. Subsequent purchase releases may be issued as appropriate. The contents of a Bid shall become a part of the Contract. Under no circumstances will the City be responsible for Goods or Services provided without an acceptance signed by an Authorized City Representative. 8.5 Reservations: The City expressly reserves the right to: 8.5.1 Specify approximate quantities in the Solicitation; 8.5.2 Extend the Solicitation opening date and time; 8.5.3 Consider and accept alternate Bids, if specified in the Solicitation,when most advantageous to the City; 8.6.4 Waive as an informality, minor deviations from specifications provided they do not affect competition or result in functionally unacceptable goods orservices; 8.5.5 Waive any minor informality in any Bid or Solicitation procedure(a minor informality is one that does not affect the competitiveness of the Bidder); 8.5.6 Add additional terms or modify existing terms in the Solicitation; 8.5.7 Reject a bid because of unbalanced unit prices bid; 8.5.8 Reject or cancel any or all Bids; 8.5.9 Reissue a Solicitation; 'S Revised 7.11.18cg 19.0119 Three Phase Uninterruplible Power Systems Page 6 I' 8.5.10 Procure any item by other means;and/or 8.5.11 Award to multiple vendors on a non-exclusive award basis,or primary and secondary vendors. 9.1 9.2 Certificates of Insurance.When insurance is required, the successful Biddermust provide Certificates of Insurance in the amounts and for the coverages required to the Purchasing Office within 14 calendar days after notification of award, or as otherwise required by the Solicitation. 9.3 Payment and/or Performance Bonds:When Payment and/or Performance Bonds are required, the successful Bidder must provide the bonds, in the amounts and on the conditions required, within 14 calendar days after notification of award,or asotherwise required by the Solicitation. 9.4 Minority Business Enterprise(MBE) Documents: If an MBE goal has beenestablished for the bid,the applicable documents must be submitted by all bidders.wishing to continue in the bid evaluation process within two(2) City business days after the bid opening date, exclusive of the bid opening date, to the City location specified in the bid. Bidders shall obtain a receipt from the appropriate department as evidence that the City received the documentation. 9.5 Certificate of Interested Parties Form 1295: If the Purchase Agreement must be approved by the City Council before execution, the successful bidder is required to complete the Certificate of Interested Parties Form 1295 and submit the form to the Purchasing contact listed in the solicitation before the purchase/contract will bepresented to the City Council. The form may be completed at https://www.ethics-state.tx,us/whatr>new/elf info form1295.htm. 10.1 PE2TEST_R0QgDURE 10.2 Vendors who respond to Invitations to Bid have the right to protest the solicitation process or the bid award if they believe that there has been any impropriety orunfair criteria in the process. 10.3 The vendor must submit any protest in writing to the Purchasing Manager within 14days after the vendor knows, or should have known, of the facts relating to the proposed action or award. 10.4 The Purchasing Manager, or designee, is authorized to resolve a protest concerning a purchasing action through telephone discussions, mail, email or in person meetingswith the protesting vendor. 10.5 After discussions or meetings, the Purchasing Manager or designee will issue adecision in writing, state the reasons for the action taken and inform the protesting vendor ofthe right to review by a panel made up of City staff. 10.6 A City protest review panel will consist of an Assistant City Attorney, a representativeof the operating department, the Purchasing Manager and any other appropriate personnel or employees of the operating department. 10.7 If the panel is unable to resolve the protest, or if the panel makes a decision with which the vendor does not agree, the protesting vendor will be invited to attend the CityCouncil meeting at which the recommended award is to be presented to the City Council and i Revised 7.11.18cg 19-0119 Three Phase Uninterruptible Power Systems Page 7 make known his/her concerns. The protesting vendor will be instructed to arrive priorto the start of the City Council meeting and complete a card requesting to speak concerning the particular Mayor and Council Communication document(M&C)in question. 10.6.1 Vendors wishing to speak before the City Council should review the rulesfor registering to appear before City Council located at: htt :lIfortworthtexas.gov/citysecretgnlinfoldefault.as x?id=2914 on theCity's website. 11.1 GAt�p��ATIV�E'_t� 11.2 Should other governmental entities decide to participate in this contract, bidder,shall indicate in their proposals whether they agree that all terms,conditions, specification,and pricing would apply. 11.3 If the successful bidder agrees to extend the resulting contract to other governmental _ entities,the following shall apply:Governmental entities within utilizing Contracts with the City of Fort Worth shall be eligible, but not obligated, to purchase material/services under this contract(s)awarded as a result of this solicitation.All purchases bygovernmental entities other than the City of Fort Worth shall be billed directly to that governmental entity and paid by that governmental entity. The City of Fort Worth shall not be responsible for another governmental entity's debts, Each governmental entity shall order its own materiallservices as needed i i F Revised 7.1 L I8cg 19-0119 Three Phase Uninlerruptible Power Systems Page 8 PART-III SCOPE OF SERVICESISPECIFICATIONS 1.1 SCOPE 1.2 The City of Fort Worth(City)seeps bids to finalize an maintenance agreement forthe three phase uninterruptible power system for the Water Department.The City intendsto award one or multiple agreements to provide full coverage of service for the City.The successful bidder(s), known hereafter as"Contractor"/"Vendor." 1.3 This Agreement shall begin on the date stated in Purchase Order("Effective Date")and shall expire on upcoming September 30th, ("Expiration Date"), unless terminated earlier in accordance with this Agreement("initial Term"), Upon the expiration of the InitialTerm, the Agreement shall renew automatically under the same terms and conditions for up to five(5)one-year renewal periods(October 1 to September 30), unless City orVendor provides the other party with notice of non-renewal at least 60 days before theexpiration of the Initial Term or renewal period. However, if funds are not appropriated,the City may cancel the Agreement 30 calendar days after providing written notification to the Contractor/Vendor. 1.4 Following the award, additional services of the same general category that could have been encompassed in the award of this Agreement, and that are not already on the Agreement,may be added based on the discount bid and price sheet provided with the bid. 1.5 Unit prices shall include all costs associated with the specified work, including but not limited to handling, delivery, fuel charges,fees and certifications fees. No additional charges will be accepted or paid by the City. 1.6 All items supplied resulting from this bid shall be of recent production, unused,and suitable for their intended purpose. 1.7 The submission of a bid by the bidder shall be considered evidence of compliancewith these requirements. 2.0 DETAILED SCOPE OF SErRVICES/SPECIFICATIQNS The Vendor hereby agrees to provide the City with requirements attached hereto and incorporated for all purposes incident to this Agreement in Attachment "G", Scope of Services/Specifications, more specifically describing the services to be provided hereunder. 3.1 CHANGE IN COMPANY b[AME 0 OWNERSHIP 3.2 The Vendor shall notify the City`s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of the company or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. Revised 7.11.1 Seg 19-0119 Three Phase Uninterruptible Power Systems Page 9 4,1 1,AWS, REQUILATIONA, WD MQWANM 4.2 The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property.This includes, but is not limited to, all Federal, State,County, and City Agencies,Administrations and Commissions such as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration(OSHA),and the Texas Commission on Environmental Quality(TCEQ). In the event anylaw, regulation or ordinance becomes effective afterthe start of this Agreement, the Vendor is required to comply with new policy.Any mandates requiring the City to comply with new guidelines will also require the Vendor to comply, 5.1 WVPl1C�LLC'zREQiJ1REMEN TS 5.2 All invoices should be submitted directly to the requesting department. It is the responsibility of the Vendor to get the name of the responsible person,telephone numbers and address of the department's division at the time the service is requested. 5.3 A properly prepared invoice shall be typewritten or computer printed and shall includethe Vendor's name, number and federal tax identification number, invoice number,address, date, service or item description, unit price, extended cost, and City issued purchase order number. Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to the Vendor for correction and re-submittal. 6.1 6.2 The unit prices may be adjusted for increases or decreases in Vendor's cost during the renewal period but before the effective date of the renewal upon written request from the Vendor. 6.3 The Vendor must submit its price adjustment request, in writing, at least 60 days before the renewal effective period.The Vendor shall provide written proof of cost increases with price adjustment request. 6A If the City concludes that the rate increase being requested is exorbitant,the City reserves the right to adjust the rate request,or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to exercise the renewal option,the Purchasing Division will issue a new solicitation. 6.5 Prices bid shall remain firm for each one-year term of the Agreement and shall inciudeall ` associated freight and delivery costs. 6.6 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in extensions or totals, the unit prices offered will govern. 6.7 Upon expiration of the Agreement term the successful bidder, agrees to hold overunder the terms and conditions of this Agreement for a reasonable period of time to allowthe city to re-bid an agreement, not to exceed ninety(90)days. Vendor will be reimbursed for this service at the prior agreement rate(s).Vendor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. Revised 7.11.18cg 19-0119 Three Phase uninterruptible Power Systems Page 10 f 6,8 Goods and/or services shall not be suspended by the Vendor without a 30 day prior written notice to the City. 7.1 QUANTITIES 7.2 The quantities listed on the bid solicitation are only estimates based on previous usage and do not indicate intent to purchase or a guarantee of future business. The City of Fort Worth is obligated to pay for only those materials and services actually ordered byan authorized City employee and then received as required and accepted by the City. 8.1 8.2 The Vendor shall assume all risk and liability for accidents and damages that mayoccur to persons or property during the prosecution of work under this Agreement. TheVendor shall file with the City of Fort Worth Purchasing Division, prior to the commencementof services, a certificate of insurance documenting the following required insurance. i 8.21 Failure to provide such information within five(5) calendar days may be grounds for Agreement termination. 8.3 Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage,and the City desires the Vendor to obtain such coverage,the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 8.3.1 Statutory workers'Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease--Each Employee This coverage may be written asfollows: Workers'Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers'Compensation Act(Art. 8308—1.01 et seq.Tex. Rev. Civ:Stat.) and minimum policy limits for Employers' Liability of$100,000 each accidentloccurrence, $500,000 bodily injury disease policy limit and$100,000 per disease peremployee. } 8.3.2 Commercial General Liability Insurance including Explosion, Collapse,and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following:premisesloperations, independent vendors, productslcompleted operations, personal injury,and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office(ISO)policy. i Revised 7.1 1.1$cg j 19-0119 Three Phase UninterrupUble Power Systems Page 11 # • i 8.3.3 Auto Liability Insurance shall be provided as follows: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on"Any Auto", defined as autos owned, hired and non-owned. 8.3.4 The Vendor shall furnish the Purchasing Manager, with a certificate of insurance documenting the required insurance prior to the commencement of services. 8.3.5 Policies shall be endorsed to provide the City of Fort Worth a thirty-(30)day notice of cancellation, material change in coverage, or non-renewal ofcoverage. 8.3.6 Applicable policies shall also be endorsed to name the City of Fork Worth as an additional insured, as its interests may appear(ATIMA). 9.1 ADDITIONAL INSURANCE REQUIREMENTS 9.2 The City, its officers, employees and servants shall be endorsed as an additional insured on Vendor's insurance policies excepting employer's liability insurance coverageunder Vendor's workers'compensation insurance policy. 9.3 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and maintain such insurance shall be a breach of contract.Vendor shall provide complete copies of all insurance policies required by this Agreement. Certificates of insurance must besupplied to: Financial Management Services Department Attention: Purchasing Division Bid#19-0119 200 Texas Street, Fort Worth, Texas 76102 9.4 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. Each insurance policy shall be endorsed to provide the City a minimum 30 day notice of cancellation,non- renewal, and/or material change in policy terms or coverage. A ten (10)day noticeshall be acceptable in the event of non-payment of premium. 9.5 Insurers must be authorized to do business in the State of Texas and have a current A.M. l Best rating of A: VIE or equivalent measure of financial strength and solvency. 9.6 Deductible limits,or self-funded retention limits, on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by theCity. 9.7 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools orrisk retention groups. The City must approve in writing any alternative coverage. 1 9.8 Workers'compensation insurance policy(s)covering employees of the Vendor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 9.9 City shall not be responsible for the direct payment of insurance premium costsfor Vendor's insurance. Revised 7.11.18eg 19-0119 Three Phase Uninterruptibre Power Systems Page 12 9.10 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by Cityshall not be called upon to contribute to loss recovery. 9.11 While the purchase order is in effect,Vendor shall report, in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liabilityclaim or lawsuit or which could result in a property loss_ 9.12 Vendor's liability shall not be limited to the specified amounts of insurance required herein, 10.1 PERFORMANCE 10.2 Failure of the City to insist in any one or more instances upon performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions, but the Vendor's obligation with respect to such performance shall continue in full force and effect. 11.1 COMPLAINTS 11.2 Complaints processed through the City Purchasing Division are to be corrected within fourteen(14)days of formal notice of complaint. Written response to the Purchasing Division is required. Failure to properly resolve complaints within the fourteen(14) calendar day time period may result in the cancellation of the applicable line item(s)inthe price agreement. 12.1 9L18Ct]NTRACTING 12.2 No subcontracting of the work under this Agreement will be allowed without permission from the City. 13.1 DELIVERY 13.2 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the unit price. The person placing the order will provide delivery and billing information. No additional charges for expenses,freight, mileage, time, or similar items will be accepted or paid by the City. 13.3 There may be instances when the Vendor may be asked to accelerate delivery of an order(s)due to extenuating circumstances.When this occurs, the Vendor will be expected to provide this service at no additional cost. 13.4 In the event the Vendor is unable to meet the original delivery date(s),the City mustbe contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to comply with the delivery terms may be legal grounds for canceling an order(s), or the entire Agreement in accordance with the Termination Clause shown elsewhere in the solicitation. 13.5 Delivery tickets must include the City's Blanket Order Number and the ordering department's Release Number. 13.6 Delivered items that are determined to be defective or not meeting bid specifications shall be picked up and replaced by the Vendor, or the Vendor's designee, at no cost to the City. If the item(s) are not picked up within one(1)week after notification, the item shall become a donation to the City for disposition. 13.7 Material Safety Data Sheets i i Revised 7,11.18cg E 19-0119 Three Phase Uninterruptible Power Systems Page 13 13.7.1 A Material Safety Data Sheet(MSDS)for each toxic or hazardous substance or mixture containing such substance, pursuant to Revised Statutes Annotated (RSA)Chapter 277-A(277-A), shall accompany each delivery. Delivery of toxic or hazardous substance or mixtures containing such substance without MSDS sheets shall not be accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A. 13.7.2 Failure to submit the required MSDS sheets and/or label each containerin accordance with RSA 277-A, shall place the Vendor in non-compliance and shall result in civil or criminal penalties.The Vendor furnishing substances ormixtures subject to RSA 277-A, is responsible for adhering to and being in compliance with this law. Failure to comply with RSA 277-A, shall result in the cancellation of an order. 14.1 W-ARRANa 14.2 The Vendor shall provide a warranty to include at a minimum, but not limited tothe following: 14.2.1 In addition to any other warranties in this contract, the Vendor warrants that all work and products supplied under this agreement conforms to the agreement requirements and is free from any defect in workmanship, equipment, material,or design furnished by the Vendor or any supplier at any tier. 14.2.2 Vendor agrees to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth, any and all defective work and products. The City defines"prompt"repair or replacement to be within twenty-four(24) hours after notification by authorized City personnel. 142.3 This warranty shall continue for a period of 90 days from date of acceptance of products and work by the City. 142.4 The Vendor shall remedy at the Vendor's expense any non-conforming or defective products or work. in addition,the Vendor shall remedy at Vendor's expense any damage to real or personal property owned by the City of Fort Worth,when that damage is the result of a defect of products furnished. 14.2.5 The Vendor's warranty with respect to products repaired or replaced will run for 90 days from date of installation and acceptance of such by the City. 14.2.6 The City of Fort Worth shall notify the Vendor, within a reasonable time afterthe discovery of any failure, defect,or damage. 14.2.7 If the Vendor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice,the City of Fort Worth shall have the right to replace, repair, or Otherwise remedy the failure,defect, or damage at the Vendor's expense. 14.2.8 This warranty shall not include failures attributable to accident,fire,or negligence on the part of City personnel. 14.3 With respect to all warranties, expressed or implied,from manufacturers, or suppliers for work performed and materials furnished under this contract, the Vendor shall: 14.3.1 Obtain all warranties that would be obtained in normal commercial practice; 14.3.2 Enforce all warranties for the benefit of the City of Fort Worth. Revised 7.11.18cg 19-0119 Three Phase Uninterruptible Power Systems Page 14 15.1 S�4EFT 15.2 The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations: State: laws, ordinance and regulations,County: laws, ordinances and regulations:and City; laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all licenses, all Federal, State, County, and City Agencies,Administrations and Commissions such as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality(TCEQ). 16.1 HAZARDOUS CONUITIONS 16.2 The Vendor is required to notify the City immediately of any hazardous conditionsand/or damage to City property. 17.1 CONTRACT AD MINI IRS 17.2 Contract administration will be performed by the City Department. In the event the 4 Vendor fails to perform according to the terms of the agreement, The Department heador his/her designee will notify the Vendor, in writing,of its failures.A meeting maybe arranged to discuss the Vendor's deficiencies.A written cure notice may beprepared giving the Vendor 14 calendar days to cure any deficiency. 17,3 In the event the Vendor continues with unsatisfactory performance, the department will promptly notify the Purchasing Manager who will take appropriate action to curethe performance problem(s), which could include cancellation, termination for convenienceor default. if the agreement is terminated for default, the Vendor may be held liablefor excess cost and/or liquidated damages. 17.4 The Vendor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become, due and owing to the City. 17.5 The City reserves the right to terminate this agreement, or any part hereof,for its sole convenience. In the event of such termination,the Vendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subVendors to cease work. Subject to the terms of this agreement,the Vendor shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Vendor can demonstrate to the satisfaction of the City using its standard record keeping system, have resulted from the termination. However, in no event shall the total of all amounts paid to the Vendor exceed the agreement price.The Vendor shall not be reimbursed for any profits which may have been anticipated, but which have not been earned up to the date of termination. i 18.1 F.IIPREMMALIEUAT_IONS 18.2 The following information must be submitted as part of the bid package and shall be supplied in the following order: 18.2.1 Bidder's background, services provided and number of years in business. 18.2.2 Bidders shall provide evidence that they are duly qualified and capable tofulfill and abide by the requirements listed herein with the bid.The bidder shall demonstrate its ability to secure and perform the services within the delivery requirements specified herein, 18.2.3 In order to receive bid award consideration, the bidder shall maintain sufficient resources to fulfill normal City of Fort Worth requirements. Revised 7,11,i 8cg i 19-0119 Three Phase Uninterruptlble Power Systems Page 15 f 18,2.4 Bidders shall provide a reference list of a minimum of three(3)current customers (comparable in size)who the bidder has recently supplied subject item(s)on a continuing basis over a recent twelve(12)month period. 19.0 MUIHI }OF AWARD 19.1 Bids will be evaluated based on the bidder who offers represents the"best value"to the City. The following criteria will be considered to determine the best value: 19.1.1 Cost of goods and services-Maximum 35 points available 19.1.2 Bidder's past relationship with the City of Fort Worth-10 points available 19.1.3 Quality of goods and services-20 points maximum available 19.1.4 Bidder's experience with Leibert UPS and Battery-20 points maximum available 19.1.5 Extent to which the goods and services meet the bid specifications-15 points maximum 19.2 In order for the City to receive adequate coverage on its requirements as specified in the solicitation,the City reserves the right to make multiple awards. 19.3 The City reserves the right to accept or reject in whole or in part any or all bids received and to make an award on the basis of individual item, combination of items, or overall bid, as it is deemed in the best Interest of the City. 19A The City also reserves the right to reject the bid of a bidder who has previously failedto perform property or complete on time agreements of a similar nature. 19.5 The City reserves and shall be free to exercise the right to evaluate bid in relation to performance record of bidder with the City itself, another municipal corporation of like size, or private corporations during the past two-year period. Such precautions are deemed to be in the public interest inasmuch as Vendor failure or inability to furnishitems within the prescribed time can create emergency situations and impose unnecessary hardship on both the City as a municipal corporation and the public at large. %6 Any Bid that does not include a bid for any bid that does not include a bid forALL of the locations, items,services(Buyer should pick best description) on the Bid Solicitation form may be rejected.The bid award will based on a best value model.The evaluation factors listed above will be applied in a comparative manner to all eligible, responsive bids.Award may be made withoutdiscussion with Bidders after bids are received. Bids should,therefore, be submitted on the most favorable terms. 19.7 Tentative Schedule of Events: ITB Release Date April 30,2019 ' Pre-Proposal Conference None Deadline for Questions May 7, 2019 at 5:00 PM (Local Time) (Buyer must leave 5:OOPM) Answers Posted May 10,2019 ITB Due Date May 23,2019 by 1:30 PM (Local Time) Proposal Evaluations May 28,2019&June 4,2019 Recommended Vendor Selection June 7,2019 Mayor and Council Consideration June 25,2019 i Revised 7.11.1Beg j 19-0119 Three Phase Uninterruptible Power Systems Page 16 20.1 20.2 Bidders shall submit the following items with their bid: 20.2.1 A completed and signed original Invitation to Bid (ITB)form; 20.2.2 A completed and signed original Bid Solicitation form; 20.2.3 A completed and signed original Conflict of Interest Questionnaire,AttachmentA; 20.2.4 A completed Bidder's Contact Information Form,Attachment B; 20.2.5 A completed Consideration of Location of Bidder's Principal Place of Business, Attachment C, if applicable; 20.2.6 A completed Reference Sheet,Attachment D; 20.2.7 All items listed in 9ectlon 18.0, Bidder Qualifications; 20.2.8 Scanned copy of all documents listed in paragraph 20.1 in flash drive. 20.3 Failure to submit the items listed in paragraph 20.1 may be grounds for rejection of a bid as non-responsive to the specifications. 21.1 fQIJ ,SY[f 21.2 Questions, explanations or clarifications desired by a Vendor regarding any part of the bid must be requested in writing from the Purchasing Division by 5:00 PM on May 7, 2019 (Instructions: Deadline cannot be less than 8 business days before the closing). Interpretations, corrections or changes to the bid made in any other manner are not binding upon the City, and Vendors shall not rely on such interpretations, correctionsor changes. Oral explanations or instructions given before the award of the Agreementare not binding. 21.3 IN ORDER FOR THE QUESTION TO BE ANSWERED. ALL[ uEsTIONS Mt 1ST RF UND DgLIVERM OR SENT By E-MAIL TO THE ADQUAS�BFI OW c,R FAXED Tn_ THE TELEPHONE NUMBER BELOW AND MUST BE IDENTIFIED_AS L ISTE12 BELOW: - - - 21.3.1 Hand Delivery must be submitted to the Purchasing 21.3.2 Email questions to: FMSPurchasingResaonsesfa fortworthtexas.aov Please include the bid number, name of the bid and (Steven Rathers) in the subject line. Please note, if an e-mail confirming receipt of your e-mail is not received within 1 business day,please contact City of Fort Worth Purchasing at817-392 2462. Facsimile: (817)392-8440,Attention: Steven Rathers and Bid NO 19-0119 Revised 7.11.18cg i 19.0119 Three Phase Uninterruptible Power Systems j Page 17 PART-IV CITY OF FORT WORTH STANDARD PURCHASING TERMS ANDCONDITIONS 1.0 DEFINITION OF BU= The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and subvendors who act on behalf of various City departments,bodies oragencies, 2.0 QFFINIJION OF SELLER The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services, its officers, agents, servants, employees, vendors and subvendors who act on behalf of the entity under a contract with the City of FortWorth. 3.0 PUBLIC 1NEQ AIIAN Any information submitted to the City of Fort Worth (the"City") may be requested by a member of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Seller believes that its information may not lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 4.0 PROHIBIIION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council, (Chapter XXVII, Section 16, City of Fort Worth Charter) 5.1 ORDERS 5.2 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers,or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 5.3 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non-payment_ 6.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seiler shall bear the cost of packaging unless otherwise Revised 7.1 l.l8ca 19-0119 Three Phase Uninterruptible Power Systems Page 1 a provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 7.0 SHIPMENT t.i1VDER RESE&yZIQtJ PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 8.0 W FANA)MI,SK)F , = The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 12ELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F,O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 10.0 PLACE OF DELIVERY The lace of delivery shall be set forth in the "Ship to" block of the p ry p purchase order, purchase change order, or release order. 11,0 RI!QHT OF 1NSPECTIDN Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 12.1 INVOICES 12.2 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not ' be made until the above instruments have been submitted after delivery and i acceptance of the goods and/or services. 12.3 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.1 PRICE WARRANTY E 13.2 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall ' have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 13.3 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, i percentage, brokerage or contingent fee, excepting employees of an established Revised 7.1 I.l8cg 19-0119 Three Phase Uninterruplible Power Systems Page 19 commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amountthereof. 14.0 PRODUCT WARRANTY_ Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 15.0 SAFF_T_Y_WARRA_N Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 16.0 WET W E LICENSE LO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is 'proprietary"to Seller, I and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Seller; however Buyer may make copies of the software expressly for backup purposes. 17.1 WARRANTY AQAINST JNFRIN99MENT OF INTELLECTUAL PROEMY 17.2 The SELLER warrants that all deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not Infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any Intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 17.3 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 17.4 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being Revised 7,11.18cg 19-0119 Three Phase.Unlnterruptible Power Systems Page 24 understood that this agreement to indemnify, defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as SEL10 R bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's Interest, and City agrees to cooperate with SELLER in doing so. In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate SELLER's duty to Indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to Infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SELLER shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make themlit non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement, and refund all amounts paid to SELLER by the City, subsequent to which torminatlon City may cook any and all remedies availablo to City under law. 18,0 QWNERSHlFS1E3ffl_QM PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including.all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter(the"Work Product")and Seller acknowledges that such Work Product may be considered "work(s) made.for hire" and will be and remain the.exclusive property of the City. To the extent that the Work Product, under applicable law, may not be considered work(s)made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own fi name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. %0 NETW.QR &GCE55 The City owns and operates a computing environment.and network(collectively the"Network"). If Seller requires access, whether onsite or remote, to the City's network to provide services E hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, orother network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. i I Revised 7.1 I.lScg li 19-01 t 9 Three Phase Uninterruptible Power Systems E Page 21 20.0 C6MCELLATM Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 JERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 22.0 ASSIGNM ENT iDELBGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer.Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to. Articles of incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 23.0 ]&,SIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 2&0 7 HE AGREEMEf+f7 In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable proposal documents published by the Buyer and Seller's Response to such proposal (the "contract documents"). This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant todetermine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be these Standard Terms and Conditions, the Buyer's published proposal documents and the Seller's response. If Buyer and Seller have otherwise negotiated a contract, this Agreement shall not apply. Revised 7.11.18cg 19-0119 Three Phase Uninterfuptlble Power Systems Page 22 26.0 AP_nI•QAfiLE LAW1Y This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or"UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed and enforced under the laws of the State of Texas. 27.0 INDEPENpI`=NTS3�LIRACTORIS] Seller shall operate hereunder as an independent Contractor(s) and not as an officer, agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors and sub-vendors.The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors and subvendors, 28.1 L16BILITY AND INDEMNIFICA I 28.2 LIABILITY SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND 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 SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 28.3 INBEEdNIFICATION -SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY [DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS OFFICERS,AGENTS,SUBCONTRACTOR(S)S, SERVANTS OR EMPLOYEES. 29.0 BEVERAB L( ITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,. illegality or unenforceability shall not affect any other provision of this agreement,which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller 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 Buyer 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. 31.0 NQIIQES IQ PARTIES Revised 7,11.18eg 19-0119 Three Phase uninterruptible Power Systems Page 23 Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three(3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three (3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery, notice is considered received upon delivery. 32.0 NQN- jSCRIMINAj(Qbj This contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, vendors or subvendors, have fully complied with all provisions of same and that no employee, participant, applicant, Contractor(s)or subContractor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or subvendors herein. 33.0 IMMIGRATION NATIONALITY ACTACT City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 34.0 HEALTH,SAFETY,AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3) years after final payment under this contract, and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees that the Buyer shall have access, during normal working hours, to all necessary Seller facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer shall give Seller reasonable advance written notice of intended audits, but no less than ten(10)business days. 36.0 MABILIT 3 Revised 7.11.18ca I 19-0119 Three Phase uninierruptlble Power Syslems Page 24 In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subvendors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subvendors against Buyer arising out of Seller's and/or its subvendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37.0 DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fall to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38.0 1?_RQHII5.jjIQN ON CONTRACTING W17H COMPANIES THAT EIOYCOTTISRAEL Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,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,Seller certifies that Seller's signature provides written verification to the City that Seller, (1) does not boycott Israel; and (2)will not boycott Israel during the terra of the contract. Revised August 31,2017. Revised 7.11.18cg 19-0119 Three Phase Uninterruptible Power Systems Page 25 PART—V ATTACHMENTS ATTACHMENT-A CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity(i.e.The City of Fort Worth) must disclose in the Questionnaire Form CIO("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law,the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City,or submits an application or response to a request for proposals or bids, correspondence,or another writing related to a potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also available athttp://www.ethics.state.tx.uslforms1CIQ.pdf, If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement.An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Vendor name in the # 1, use NIA in each of the areas on the form. However,a signature is required in the#4 box in all cases. i E E t i 3 I i Devised 7.11.18eg 19-0119 Three Phase Uninterruptible Power Systems Page 26 A1 CAI► GT� CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the low by H.B. 29, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordancewith Chapter 176,Local Government Code, oats P c&,j by a vendorwho has a business relationship as defined by Section 176.001(1-a)wilh a local governmentaf entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filedwith the records administrator of the local governmental entity not later than the 71h business day after the date the vendor becomes aware of facts that require the statement to be filed. Sea Section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. !-J Name of vendor who has a business relationship Willi local governmental entity, ?J L Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the Information In this section is being disclosed. Name of Officer This section (ftem 3 including subparts A. B, C, & D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a). Local Government Code. Attach additional pages to this Form CIO as necessary, A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment Income, from the vendor? Yes a No B. Is the vendor receiving or likely to receive taxable Income,other than investment income,from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? El Yes F—J No i I C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more? } FlYes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 i 1 I Signature of vendor doing business with the governmental entity date A do,-rred Bt7.W 15 Revised 7.1 1.t 8cg I 19-0119 Three Phase Unlnlerruptible Power Systems Page 27 i ATTACHMENT-B BIDDER'S CONTACT INFORMATION Bidder's Name: j�atea-S26L ni 1 1 Bidder's Local Address: 13 7.;Y I a iZ34- #--304 aR-P igoe-S r )3j, f Phone: 1 c/D5 r / Fax: � 1 50,E 7 s T Email Name of person assigned s ecifically for this A reement: NamelTitle � Phone: 9 14 5 3 Fax: I US A-Li Email: /�-n /1 + 11 Name off persons for renewal information and/or biking questions: Nameffitle LI-5,C, �r 3 t t'11� I D7Z Gt f 1.1 f t , Phone: ' - J Fax: Email:04 Al 1 1 �► ar Ifitle I&/n L,S !fLe r2 i �vGl.n 7-,` Phone:-2 J1 D.S--I 1835 Fax: mail I i5: C vl'i. Carr) ' i i Signature Printed Name ©ate 3 i I i I i i 's Revised 7.11.1Seg 19-0119 Three Phase Uninterruptibie Power Systems ' Page 28 } ATTACHMENT-C CONSIDERATION OF LOCATION OF BIDDER'S PRINCIPAL PLACE OFBUSINESS Section 2-14 of the Fort Worth Code of Ordinances authorizes the City Council, when considering competitive sealed bids, to enter into a contract for certain purchases with a bidder whose principal place of business is in the corporate limits of the City of Fort Worth and whose bid is within 3 or 5 percent of the lowest bid, depending on the value of the request and goods or services requested, if the lowest bid is from a business outside the municipality and contracting with the local bidder would provide the best combination of price and other economic benefits to the municipality. Requests to be considered a local business must be submitted on this form with bid packages to be considered by the City of Fort Worth. Questions should be addressed to the Purchasing staff listed in the bid or request package. The Fort Worth City Council requires the following information for consideration of location of a bidder's -- principal place of business. Add additional sheets if needed to provide this information. 1. Locational Eligibility: Principal Place of Business in Fort Worth,Texas. a. Do you have a Fort Worth office? If yes, identify address: . _ �U . G��- _ (`o�cr �,�. �rJ• bVcy�. 1`l,'`p� �z�-ac ,,rl`f - a�2 �r;,r,P�'ryr�t b. What percentage of estimated gross company sales (worldwide) are sales originating in Fort Worth? 'Originating in Fort Worth" shall mean payable at the Fort Worth office, [must exceed soda] 2. Economic Development opportunities resulting from contract. a. Number of Fort Worth resident-employees? b. Amount of City of Fort Worth ad valorem taxes(real and business personal property) paid by company(For prior tax y ar—Fort Worth office or former location, if Fort Worth office isnewly- established)? Certification of information: i The undersigned does hereby affirm that the information supplied is true and correct as of the date hereof, under penalty of perjury, i (Company Name) (Date) til o ko J_ 3AT£S Vp o p£q ar ( i signature) (Printed Name and Title} Revised 7.1 I.18cg 19-0119 Three Phase Uninferruptible Power Systems Page 29 ATTACHMENT-D REFERENCE SHEET Please complete and return this form with your bid. The bidder shall furnish references for at least three(3)recent customers to whom products and/or services have been provided that are similar to those required by this solicitation.The City will be the sole judge of references. Please use additional sheets. ff� 'P � 1. Company's Name � as igpet4h - cup-c- NameofContact TitleofContact ' �nag � G�� olc�� Present Address City, State,Zip Code f j R -7� j r Telephone Number Fax Number( ) Emaif IV) 0 6VO Ili I) 6 J � ']� J -D ri 2. Company's Name cncx J / Je-ef)S CO 6P-4 Name of Contact �� ,� /��J•� Title of Contact syj-/-"?5t a A Present Address p' •7-f ,! City, State, Zip Code , UDC � 7 f(j Telephone Number Fax Number( ) Email 3. Company's Name eC, it� Name of Contact Title of Contact Present Address COM PTV C,. , �,�Q_Q t/�D 0(S City, State, Zip Code � j Telephone Numb P ) -� Fax Number( ) Email Revised 7.11.1$cg I 19-0119 Three Phase Uninterruptible Power Systems l Page 30 ATTACHMENT-E HOW TO RErils F2,� .- CITY AF FORT WOFt7Fd L Visit FORTWORTHTEXAS.GCV Cf Scroll to the purple section at bottom of page D Under Business, click Contractors N Click Register as a Contractor(right side under 13uySpeed Online) D After reading,click Next step C+ Review Contractor Terms &Conditions r- Agree to the terms and click Next Page f, Click Register I: Enter your Tax ID#(or Social Security Dumber), Company Name,Country and Email Address; click Submit. The company name entered MUST be the same as the invoice you would present for payment to the City of Fort Worth. r, Complete all required information under each tab; be sure to Save&Continue at the bottom of your screen before proceeding to the nexttab. o Categories&Certifications tab—a current W9 form is required before your Contractor account can be activated. Don't forget to fax or email to purchasincibsoCc�r�.fortworthtexas.gov or(817) 392-198211 0 Summary tab—Verify that all information is accurate and there are no REDValidation Errors at the top of your screen. If you do have errors, you will not be able toproceed until all info is completed. L. Click Complete Registration L Congratulations, you've registered!!You will receive an email with your registration confirmation after you have submitted yourW9. For any changesledits to your Contractor profile please email the Contractor registration administrator at PurchasinggS u fortwarthtexas.aov The City of Fort Worth prefers to make Contractor payments by direct deposit to Contractors' checking/savings accounts or by procurement credit card. The direct deposit process is called Automated Clearing House Transfer(ACH).Advantages of ACH are: Gives Contractors use of the funds one business day AFTER the transfer has taken place. Contractors receive an e-mail showing the invoices being paid by thetransfer. Invoices approved for payment by 3:00 p.m. will be transferred same day and will reach the Contractors` bank accounts by the next business day. I To register for ACH service please visit Mttp:Ufvrtwotth#exas._- o_ urchasingl, click on the link titled "Automated Clearing House Setup", download,complete and submit the two ACHforms. I i i 1 } f 1 i Revised 7.11.18eg 19-0119 Three Phase uninterruptible Power Systems Page 31 ATTACHMENT—G DETAILED SCOPE OF SERVICESISPECIFICATIONS SPECIFICATIONS FOR 3-PHASE UNINTERRUPTIBLE POWER SYSTEMS, BATTERIES AND RECTIFIER MAINTENANCE FOR CITY OF FORT WORTH WATER AND WASTEWATER CENTRAL LABORATORY AND CITY OF FORT WORTH RADIO SERVICES 1.1 OVERVIEW FOR CITY OF EORT WQRTH WAIER U _WASTEWATER CENTRAL LABORATORY This system is utilized as a source for back-up power to laboratory instruments. Supplier will provide preventative maintenance for the 3-Phase UPS System and Battery Pack located at City of Fort Worth Water and Wastewater Central Laboratory,2600 SE Loop 820, Fort Worth,TX 76140. 1.2 Supplier must be authorized,trained and certified to perform maintenance on Liebert parts and systems. 1.3 LIEBERT LIPS Part#UDA63065C25RT 1.4 UEBERT SEALED VRLA BATTERIES Part# UBCP0270H25MJ 2.1 OVERVIEW FOR CITY OF FORT WORTH RADi SERVICES 2.2 This system is utilized as a source for back-up power. Supplierwill provide preventative maintenance for the 3-Phase UPS System, Battery Pack and Rectifier at the following locations: 2.3 LIEBERT Nfinity UPS NBMOS0712600 2.4 LIEBERT EMERSON Npower M13F30004 ' 2.5 LaMarche LMHI=-10-48v-2-3 fit$13 1 Addres Bergh 2 11149 Trinity Blvd. Euless, TX 76040 Bolt Street 3000 W. Bolt St. Fort Worth, TX76110 ' Burnett Plaza 801 Cherry St. Fort Worth,-TX 76102 North Beach 4705 Ray White Road, Fort Worth, TX 76248 I Roanoke 2521 Highway 114 Fort Worth, TX76247 Telcom Building 1515 11th Ave Fort Worth, TX76102 Rolling Hills 2500 SE Loop 820, Fort Worth, TX76140 F Westland 6 10201 Chapin Road, Aledo, TX 76008 I i 3.1 APPLICABLE REQUIREMENTS FOR LIEBERT UPS 3.2ReguireWents 3.2.1 Guaranteed 4-hour on-site response, 7 daystweek, 24 hours/day. Revised 7.11,1Seg 19-0119 Three Phase uninterruptible Power Systems Page 33 3.2.2 Includes 100% parts (including batteries and air filters and proactive full bank capacitor replacement)coverage. 3.2.3 Includes 100% labor and travel coverage 7 days/week,24 hours/day. 3.2.4 Includes one Semi-Annual and one Annual Preventive Maintenance Service between 8am-5pm,Monday-Friday (excluding national holidays). 3.3 lJ� gulf Ireventafiae Ni�irien�nce Semi��4nr�ual 6nnual Service 3.3.1 Semi-Annual and Annual Preventive Maintenance Service to be performed between 8arn-5pm, Monday-Friday (excluding national holidays). Please see exception listed in 3.2.1.1. 3.2.1.1 : Preventative Maintenance will need to be performed before3 a.m. or after 5 p.m.Maintenance cannotbe performed during normal business hours atthis location. Semi-Annual Service 3.3.2 Perform a temperature check on all breakers, connections,and associated controls. Repair and/or report all high temperature areas. 3.3.3 Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and major components. 3.3.4 Check air filters for cleanliness and replace if applicable. 3.3.5 Check module(s) completely for the following (if applicable): 3.3.6 Rectifier and inverter snubber boards for discoloration. 3.3.7 Power capacitors for swelling or leaking oil. 3.3.8 DC capacitor vent caps that have extruded more than 1/8". 3.3.9 Record all voltage and current meter readings on the module control cabinet or the system control cabinet. 3.3.10 Measure and record harmonic trap filter currents. 3.3.11 Includes 100% parts coverage (excluding batteries). 3.3.12 Includes 100% labor and travel coverage 7 days/week,24 hours/day. 3.4 Annual Service, to ingludg the o Semii-An u 1 §ervice 3.4.1 Check the inverter and rectifier snubbers for burned or broken wires. 3.4.2 Check all nuts, bolts, screws, and connectors for tightness and heat discoloration. 3.4.3 Check fuses on the DC capacitor deck for continuity(if applicable). 3.4.4 With customer approval, perform operational test of the system including unit transfer and battery discharge. 3.4.5 Calibrate and record all electronics to system specifications. Revised 7.11.18cg 4 i 19-0119 Three Phase Uninterruptihle Pourer Systems Page 34 1 3.4.6 Install or perform Engineering Field Change Notices (FCN)as necessary. 3.4.7 Measure and record all low-voltage power supply levels. 3.4.8 Measure and record phase-to-phase input voltage and currents. 3.4.9 Review system performance with customer to address any questions and to schedule any repairs. 3.4.10 Includes 100% parts coverage(excluding batteries). 3.4.11 Includes 100% labor and travel coverage 7 days/week,24 hours/day. 4.1 APPUCABLE REQUIREMENTS FOR LI RERT BATTERIES 4.2 Batteries 4.3 Preventive Maintenance Service to be performed between 8am-5pm, Monday-Friday(excluding national holidays). Exception for LUneftPlaza: Preventative Maintenance will need to be performed before 8 a.m. or afters p.m. Maintenance cannot be performed during normal business hours at this location. 4.4 StanLd Reguirements 4.4.1 Guaranteed 4-hour on-site response, 7 days/week, and 24 hours/day. 4.4.2 Includes 100% parts, labor and battery jars as required- up to 10% of the battery string per year(not accumulated over contract term). 4.4.3 Includes battery recycling as required, with documentation meeting EPA requirements. 4.4.4 Includes 100% corrective labor and travel coverage 7 days/week,24 hourslday. Includes 100% parts coverage (including batteries) 4.5 Quarterly Site Visitl 4.5.1 Inspect the appearance and cleanliness of the battery and the batteryroom. Clean normal cell top dirt accumulation (to be done only with battery off line). 4.5.2 Measure and record the total battery float voltage and charging current. 4.5.3 Measure and record the overall AC ripple voltage. 4.5.4 Measure and record the overall AC ripple current. ' 4.5.66 Visually inspect the jars and covers for cracks and leakage. 4.5.6 Visually inspect for evidence of corrosion. 4.5.7 Measure and record the ambient temperature. 4.5.8 Verify the condition of the ventilation equipment, if applicable. 4.5.9 Verify the integrity of the battery rack/cabinet. 4.5.10 Measure and record 100% of cell temperatures. 4.5.11 Measure and record the float voltage of all cells. 4.6.12 Measure and record all internal impedance readings. 4.6.13 Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned. 4.6.14 Verify approval for Battery Life program. i Revised 7.11.18eg 19-0119'three Phase Uninlerruptible Power Systems i Page 35 ? 4.5.16 Refurbish cell connections as deemed necessary by the detailed inspection report. 4.6.16 Includes 100% parts, labor and battery jars as required - up to 10% of the battery string per year(not accumulated over contract term).. 4.6.17 Includes battery recycling as required,with documentation meeting EPA requirements. 4.5.18 Includes 100% corrective labor and travel coverage 7 days/week, 24 hours/day, 4.6.19 Includes 100% parts coverage (including batteries). 4.6 Annual Service. to 'Ct_ lude the abnr a Quarterly Service 4.6.1 Re-tighten all battery connections to the battery manufacturer's specifications. 4.6.2 Measure and record all battery connection resistances in micro- ohms, when applicable. 4.6.3 Check integrity of battery cabinet(if applicable). 4.6.4 Visual inspection of the battery cabinet and/or room to include:Check for NO- OX grease or oil on all connections(if applicable).Check battery jars for proper liquid level (if flooded cells). Check for corrosion on all the terminals and cables. Examine the physical cleanliness of the battery room and jars. 4.6.6 Measure and record DC bus ripple voltage(if applicable). 4.6.6 Measure and record total battery float voltage. 4.6.7 Refurbish cell connections as deemed necessary by the detailed inspection report. 4.6.8 Includes 100% parts, labor and battery jars as required -up to 10% ofthe battery string per year(not accumulated over contract term). 4.6.9 Includes battery recycling as required, with documentation meeting EPA requirements. 4.6.10 Includes 100% corrective labor and travel coverage 7 days/week,24 hours/day. 4.6.11 Includes 100% parts coverage (including batteries). 5.1 SUPPLIES UNIT PRICE 5.2 The unit price shall include all associated costs,surcharges, delivery, shipping, handling, demurrage, and fuel charges no other charges will be accepted by the City, unless otherwise, i notated in the agreement or approved. It is understood items containing hazardous chemicals will have a hazmat shipping fee. No additional charges will be accepted or paid by the City. The City of Fort Worth also reserves the right to order and be charges in the method that is most advantageous for the City. 5.3 Each delivery shall have a packing slip enclosed that identifies the requestor, purchase order number, part number, unit price and quantity of each item shipped. Revised 7.11.1 Scg 19-0119 Three Phase Uninterruptible Power Systems Page 36 5.4 Partial shipments must be indicated on the packing slip. Items not shipped must be reflected on the packing slip with an estimated completion date. 6.0 INVOICINQ/BILLING [Laborato-1 Central Water and Wastewater Laboratory 2600 SE Loop 820 Fort Worth,Texas 76140 Attn: Mike Koffman Email: Mich eJ,#1p � INVOICING/BILLING fRadloSeryices City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: Lawrence Crockett Email: Iawrence, �, PttCa�fort�ra to 7.0 REPORTS Central Water and Wastewater Laboratory 2600 SE Loop 820 Fort Worth,Texas 76140 Attn: Gavin Mullan Email: fartwarth#exas.as� City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: Lawrence Crockett Email: lawranco.croekPttnfort+ 6rthtsxas-ao-Y 8.1 METHOD OF AWARD 8.2 Bids will be evaluated based on the bidder who offers represents the"best value"to the City. The following criteria will be considered to determine the best value: } 8.1.1 Cost of goods and service 35% 8.1.2 Bidder's past relationship with the City of Fort Worth 10% 8.1.3 Quality of goods and services 20% 8.1.4 Bidder's experience with Liebert UPS and Battery 20% 8.1.5 Extent to which the goods and services meet the bid specifications 15% s 9.1 PRODUCT CATALOG ' 9.2 Supplier to include catalog and price list. I i i Revised 7.11.18cg a 19-0119 Three Phase Uninterruptible Power Systems Page 37 City of Fort worth ADDENDUM TO THE INVITATION TO BID NO. 19-0119 THREE PHASE UNINTERRUPT113LE POWER SYSTEMS MAINTENANCE AGREEMENT CITY OF FORT WORTH PURCHASING DIVISION ADDENDUM NO. 1 DATE ISSUED: May 10, 2019 INVITATION TO BID(ITS)19-0119. MAY 23,2019 Addendum No. 1, dated May 10,2019 is hereby amended to incorporate in cull text the following provisions: 1. Questions and Answers recelved, in fill text, pages 2-3 2. Bid Solicitation Bid Date changed to May 23 2019 instead of May 9,2019.So Delivery date is May 23,2019 @ 1:30 pm, All other terms and conditions remain the same. Bidders are required to acknowledge this addendum by signature and submit with original proposals. All other terms and conditions remain the same. r�k a Steven Rathers Buyer rsrrrrrr�r rl�rarr rarrrfrrrrrrrrrrrrr rfurr�rrrrarrrrrra By the signature affixed below,Addendum No. 1 is hereby incorporated into and made part of the above referenced Invitation to Bid. COMPANY NAME: I n7nS 1tiJ u A•J lij e p SIGNATURE: ✓" k 1 NOTE: mpany name and signature must be the same as on the proposal documents. i i Questions and Answers (Q&A) for City of Fort Worth ITB 1 9-0119 UPS LEIBERT THREE PHASE UNINTERRUPTIBLE POWER SYSTEMS MAINTENANCE Q1. We want to confirm that this bid is only for 1 UPS and its related battery cabinets? Al. This is for multiple UPS Sys#erns and Batteries at multiple locations.See Attachment G, parse 33 of the bid document. Q2. Can you provide a detailed list of the systems that you want covered under this agreement? Model numbers and Serial Numbers if possible? OR is it for multiple UPS systems? A2. This will be for multiple UPS Systems and Batteries Site Name" Aaa.res!: vial`#.' ,aicelModel i0 RVAl Water Lab 2600 SE Loop 820, 1 UPS& Make Liebert 20 Fort Worth,TX 76140 Batteries UPS Part UDA63065C25RT Sealed VRLA Batteries Part#UBCP0270H26MJ Bergh 11149 Trinity Blvd. 2 UPS&12103020/ Liebert 1 Nfinity 20 Euless,TX 76040 Batteries1413U7L4 121030201 13BU7L4 Bolt Street 3000 W.Bolt St.Fort 1 UPS&r 13113F0008 Liebert 1 APM 0 Worth,TX 76110 Batteries Burnett 801 Cherry St.Fort 1 UPS&M13H3F0004 Liebert/Npower 20 Plaza Worth,TX 76102 Batteries j North 4705 Ray White Road, 2 UPS&121030201 lebert I Nfinity 20 Beach Fort Worth,TX 76248 Batteries 16BU7L4 12103020/ 17BU7L4 Roanoke 2521 Highway 114 Fort 1 LaMarche 1 LMHF-TO-48v-20 Worth,TX 76247 Rectifier -3 Telcom 151511th Ave Fort 1 UPS& Liebert 1 Nfinity 20 -Building Worth,TX 76102 Batteries Rolling 2500 SE Loop 820, 1 UPS&121000201 Liebert 1 Nfinity 20 Hills Fort Worth,TX 76140 Batteries 17BU71_4 120930101 4BU7L4 121000201 16BU1L4 Westland 6 10201 Chapin Road, 2 UPS&12100020 Liebert I Nfinity 20 Aledo,TX 76008 Batteries 158U71.4 121000201 18BU7L4 ITB 19-0119 UPS LEIBERT TI-IRLE PHASE UNINI'ERRUP"I'lBLE POWER SYSTEMS MAINTENANCE Addendum No. 1,Page 2 of 3 i Q3. Can you confirm there is only(1) UPS at the Water Lab? A3. Yes, there is only 1. Q4. There are 8 sites fisted for the Radio portion.Can you list what equipment is at each site please?Is it the same exact equipment at all 8 sites? A4. please see response to Question 2.No, it is not the same equipment at each location, Q5. Can you provide a complete detailed list of equipment that needs to be covered? , AS. Please see response to Question 2. Q6. Also,other sites are listed on page 33--is the equipment located at all of these addresses? If so are you able to provide what equipment is at each location that needs to be covered? A6. Please see response to Question 2_ i 3 i ITB 19-0119 UPS LEIBL•RT THREE PHASE UNiNTERRUPTIBLE � POWER SYSTEMS MAINTENANCE Addendum No. I,:Pape 3 of 3 VrEk T I V January 2, 2019 Re: Sole Source Service Provider for Liebert® Power Products With your purchase of Liebert power products, you now have the best critical support equipment available. As you choose the appropriate level of service support for this equipment, please consider the following. To ensure top performance, reliability, and duration of equipment, Vertiv is the only authorized service provider for the Liebert power product line (uninterruptible power supply/battery, static transfer switch, power distribution units, and monitoring products). In order to meet the objective of providing the highest level of service possible, Vertiv has invested in the very best individuals to create the strongest support organization in the industry. With more than 850 technical experts and support personnel across the United States; a 24x7x365 customer resolution center that is fully staffed by personnel having immediate access to equipment detail and service histories for Liebert equipment; a multi-level parts distribution system; and a technical support group available 24x7, Vertiv offers the most comprehensive power product service program in existence today. There are distinct advantages in having the original equipment manufacturer(OEM) perform your service, and they are specific to the proprietary information, materials, and expertise maintained by the OEM. These exclusive advantages are summarized below and are the basis for sole source qualification. Factory Training • Vertiv customer engineers (CEs) are required to have completed a two-part comprehensive training program before entering a customer's site. • This program includes more than 110 hours of core training such as fundamentals of data center applications, and electrical and personal safety; more than 400 hours of product-specific and structured on-the-job training; and at least another 200 hours of training on elective topics. • CEs keep their level of training up to date by participation in at least 20 hours of new and refresher training courses each year. • No other organization is authorized to have their field technicians participate in maintenance training programs for Liebert solutions. Startup Services • The standard factory warranty for Liebert three-phase UPS units is active for 12 months from the date of startup and is only valid with startup by a Vertiv CE. • Startup performed by an outside service organization reduces the equipment warranty to 90 days with coverage for parts only. Maintenance and Troubleshooting Information • CEs have instant access to Technical Knowledge Online (TKO). This database includes the latest in maintenance and troubleshooting techniques specific to Liebert equipment. • The information available through TKO is only accessible to Vertiv CEs and includes proprietary information like equipment schematics and assembly drawings. • Access to the proprietary software used in Liebert UPS units allows Vertiv CEs to properly configure your UPS and to be more informed for a superior level of service. • Through Power Technical Support (PTS), Vertiv CEs have access to the engineers who designed and built your power equipment. VerlivCoxom Legal Entity Name Part Availability • Part support is available to all customers and service providers. ® Part priority is given to Vertiv contract customers to make certain that contractual obligations are met. • To guarantee availability for contract customers, standard lead times apply for all part orders from non-contract customers and outside service providers. Technical Support • PTS exists solely to support the Vertiv field service organization and is not available to outside service organizations. • PTS is comprised of long-tenured factory engineers who are experts in servicing, troubleshooting, and maintaining Liebert equipment. PTS engineers engage in complex startup activities, support the Vertiv CE in difficult troubleshooting situations, and develop equipment modifications that improve system performance. Field Modifications —Field Change Notice (FCN) • The FCN process for Liebert equipment is managed by PTS and factory personnel, and is not available to outside service organizations. • The FCN process allows for engineering improvements to be made to the equipment as soon as an enhancement has been identified. These FCNs enhance the safety and reliability of Liebert power systems. • Safety related FCNs are distributed to the Vertiv customer contact on file. Contract customers are automatically notified and scheduled for installation. • Technical FCN enhancements are only available, at no charge, to Vertiv contract customers. The wide range of Vertiv offerings for system startup, preventive maintenance, emergency service, battery management, project management, and customer training are available through your local representative or by calling 1-800-543-2378. VerlivCoxom Legal Entity Name M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas FOR .__ REFERENCE **M&C 19- 13P19-0119 UPS DATE: 12/10/2019 NO.: 0369 LOG NAME: SUPPORT SKR WATER CODE: P TYPE: CONSENT PUBLIC NO FEARING: SUBJECT: Authorize Execution of a Purchase Agreement with DataSpan Holding Inc., for Preventative Maintenance on Three Phase Uninterruptible Power Systems for the Water Department and Information Technology Solutions Department in an Annual Amount Up to $150,000.00 and Authorize Five One-Year Renewal Terms (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a purchase agreement with DataSpan Holding Inc., for preventative maintenance on three phase Uninterruptible power systems for the Water Department and Information Technology Solutions Department in an annual amount up to $150,000.00 and authorize five one-year renewal terms. DISCUSSION: The Water Department and Information Technology Solutions Department approached the Purchasing Division to finalize an annual agreement for preventative maintenance on three phase uninterruptible power systems. The power systems are used as a source for back-up power. In order to procure the maintenance, Purchasing issued an Invitation to Bid (ITB). The ITB consisted of detailed specifications listing the type of batteries needed, maintenance requirements and schedules. No guarantee was made that a specific amount of services or goods would be purchased. The Bid was advertised in the Fort Worth Star Telegram on May 1, 2019, May 8, 2019, May 15, 2019 and May 22, 2019. The City received four (4) responses. Bids were evaluated on best value criteria including cost, quality, bidder's experience, the extent to which the service meets the specifications and bidder's past relationship with the City. Staff from the Water Department evaluated the bids submitted and recommends awarding a one-year agreement to Data Span Holding Inc., along with five one-year options to renew. In addition, an administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. A waiver of the goal for MWWBE subcontracting requirements was requested by the Purchasing Division and approved by the MWBE Office, in accordance with the MWWBE or BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. Upon City Council approval, the initial term of this Agreement shall begin upon the execution of the contract and shall end on September 30, 2020. The Water Department shall use approximately $120,000.00 per year. The Information Technology Solutions Department shall use approximately $30,000.00 per year. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendations, funds are available in the current operating budget, as appropriated, of the General Fund and Water& Sewer Fund. Prior to an expenditure being made, the participating department has the responsibility to validate the availability of funds. ]_ice_.1 _-C_._..-4 ....,.r,,,.,,,.. 1 �.,,,iror�,.,.,,, rnirin�ar aCr.7TT1-7751 hRrrrnmrilrlatP=l�I1 llI2(l19 2/19/2020 M&C Review Page 2 of 2 BQNII TO _ _ tFund ©apartment Account Project Program Activity Budget Refece# Amount ID ID � tYear Charld 2 FROM Fund Department Account Or—oi-ec—tI Program Activity Budget Reference#=Amount ID ID I Year Chartfield 2 Submitted for City Manager's Office by: Kevin Gunn (2015) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Cynthia Garcia (8525) Steven Rathers (2057) ATTACHMENTS httn://apns.cfwnet.orp-/council packet/mc review.asp?ID=2 7516&councildate=12/10/2019 2/19/2020