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Home My WebLink AboutContract 37171-R4 (2)rterurr/b'usWess rt uiM u' Eaton UPS Service Quote: 025318-1 Quote Date: 05/06/2011 (Effective until 06/20/2011) LI 8 CRETAR ACT NOC2,4 Michelle Pern icka, Sales Rep Innovative Electrical Technology 637 Westport Parkway, Suite 200 Grapevine, TX 76051 Phone: 214-504-3873 Fax: 866-272-8412 Email: Michelle@ietamerica.com Prepared For: For Covered Equipment at Site: Billing Contact: Accounts Payable Site Contact: Steve Read, Facility Manager Billing Company: City of Fort Worth Site Company: City of Fort Worth 5001 James Avenue 5001 James Avenue Fort Worth, TX 76107 Fort Worth, TX 76107 Phone: 817-392-6695 Phone: 817-392-6695 Email: Steve,read@fortworthgov.org Email: Steve. read@fortworthgov.org Contract Contact: Steve Read, Facility Manager Contract Start Date: 5/06/2011 or Upon Signature We are pleased to provide the following services proposal for your power quality equipment. Please refer to the Scopes of Work (SOW) for descriptions of service coverage and exclusions. Eaton Corporation terms and conditions govern this proposal, and any purchase order submitted to Eaton pursuant thereto. Additional or different terms proposed by Buyer, whether in its purchase order or otherwise, shall not be binding upon Eaton Corporation and are hereby rejected unless expressly agreed to in writing by Eaton Corporation, Serial Number New/Renewal Model Description Battery Type, Quantity Coverage Type EX413CAA03 R 9315-50-80 N/A Proactive Service Plan ET442ZBA01 R 9315-100-160 N/A Proactive Service Plan EY233CAA02 R 9390-40-80 N/A Proactive Service Plan EN424ZBA03 R 9390-40-80 N/A Proactive Service Plan 3N345A0094 R PLUS-24-36 N/A Flexible EP134ZBA03 R 9315-30-50 N/A Proactive Service Plan EV313ZBA04 R 9315-30-50 N/A Proactive Service Plan 'ED382CBB11 N 9390-40-80 N/A Flexible Quantity 1, {Eaton 9315-50-80, N/A Coverage Start Date: 5/06/2011 Coverage End Date: 5/5/2012 Term: 1 Year Unit Price Extended ProActive Service Plan 8 Hr (PA81 NEDX-0080) $5,334.00 $5,334.00 • After Hours (7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours (7x24) ' UFFICIAL RECORD • eNotify Remote Monitoring CITY SECRETARY • 30% Spare Part Kit and Time and Material Discount • EOSL Status Active FT. WORTH, TX Supporting Documents: X-1, 13-2, R-6 Eaton Corp. Support Agreement Rep: Michelle Pernicka, Sales Rep List Price: $5,334.00 $59334.00 Discounts: ($533.40) ($533.40) 9315-50-80 Net List Price: $4,800.60 $4,800.60 1 of 6 7/5/2011 UPSS SERVICE QUOTE-07 F'T*N F'ts erwy vusWless'v Oultvifiv Site Location Model Serial Number Quantity City of Fort Worth 9315-50-80 EX413CAA03 1 $4,800.60 Subtotal: 1 $4,800.60 Quantity 1, Eaton 9315-100-160, N/A Coverage Start Date: 5/06/2011 Coverage End Date: 5/5/2012 Term: 1 Year Unit Price Extended ProActive Service Plan 8 Hr (PA81NEDX-0160) $6,524.00 $6,524000 • After Hours (7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours (7x24) • eNotify Remote Monitoring • 30% Spare Part Kit and Time and Material Discount • EOSL Status Active Supporting Documents: XA, R-2, R-6 List Price: $6,524.00 $6,524.00 Discounts: ($652.40) ($652.40) 9315-100-160 Net List Price: $5,871s60 $5,871.60 Site Location Model Serial Number Quantity City of Fort Worth 9315-100-160 ET442ZBA01 1 $5,871,60 Subtotal: 1 $5,871.60 Quantity 1, Eaton 939040=80, N/A Coverage Start Date: 5/06/2011 Coverage End Date: 5/5/2012 Term: 1 Year Unit Price Extended ProActive Service Plan 8 Hr (PA81 NEDX-0080) $5,334.00 $5,334.00 • After Hours (7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours (7x24) • eNotify Remote Monitoring • 30% Spare Part Kit and Time and Material Discount • EOSL Status Active Supporting Documents: XA, R-2, R-6 List Price: $5,334.00 $5,334.00 Discounts: ($533.40) ($533.40) 9390.40-80 Net List Price: $4,800.60 $4,800.60 Site Location Model Serial Number Quantity City of Fort Worth 9390-40-80 EY233CAA02 1 $4,800.60 Subtotal: 1 $41800.60 Eaton Corp. Support Agreement : 2 of 6 Rep: Michelle Pernicka, Sales Rep 7/5/2011 UPSS SERVICE QUOTE-07 E_t•N caerina/ lfvwoos vvcxldt.?I{E Quantity 1, Eaton 9390-40-80, NIA Coverage Start Date: 5/06/2011 Coverage End Date: 5/5/2012 Term: 1 Year Unit Price Extended ProActive Service Plan 8 Hr (PA81 NEDX-0080) $5,334.00 $5,334.00 • After Hours (7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours (7x24) • eNotify Remote Monitoring • 30% Spare Part Kit and Time and Material Discount • EOSL Status Active Supporting Documents: XA, R-2, R-6 List Price: $5,334.00 $5,334.00 Discounts: ($533.40) ($533.40) 939040=80 Net List Price: $41800.60 $41800.60 Site Location Model Serial Number Quantity City of Fort Worth 9390-40-80 EN424ZBA03 1 $4,800.60 Subtotal: 1 $41800.60 Quantity 1, Eaton PLUS-24-36, N/A Coverage Start Date: 5/6/2011 Coverage End Date: 12/31/2011 Term: 7 Months 26 Days Unit Price Extended Flex: 8 Hr Rsp, 7x24 Cvg, Parts&Labor Disc Only (FL87NXDX-0050) $1,604.38 $1,604.38 • After Hours (7x24) w/ Parts&Labor • 8 HR Response Time • 30% Spare Part Kit and Time and Material Discount • 1x per term: UPS Preventive Maintenance, After Hours (7x24) (0005NXXX-0050) $1,326,00 $1,326,00 • EOSL Status Best Effort Supporting Documents: X-1, R-2, R-30, R-33 List Price: $2,930.38 $2,930.38 Discounts: ($293.04) ($293.04) PLUS-24-36 Net List Price: $2,637.34 $2,637.34 Site Location Model Serial Number Quantity City of Fort Worth PLUS-24-36 BN345A0094 1 $2,637.34 Subtotal: 1 $2,637.34 Eaton Corp. Support Agreement : 3 of 6 Rep: Michelle Pernicka, Sales Rep 7/5/2011 UPSS SERVICE QUOTE-07 F'ToN F'c saerwy OUSIM"5S Worldi,11 Quantity 2, Eaton 9315-30-50, N/A Coverage Start Date: 5/06/2011 Coverage End Date: 5/5/2012 ProActive Service Plan 8 Hr (PA81 NEDX) • After Hours (7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours (7x24) • eNotify Remote Monitoring • 30% Spare Part Kit and Time and Material Discount • EOSL Status Active Supporting Documents: X-1, R-2, R-6 Term: 1 Year Unit Price Extended $4,378.00 $8,756.00 List Price: $4,378.00 $8,756.00 Discounts: ($437.80) ($875.60) 9315-30-50 Net List Price: $3,940.20 $71880.40 Site Location Model Serial Number Quantity City of Fort Worth 9315-30-50 EP134ZBA03 1 $3,940.20 City of Fort Worth 9315-30-50 EV313ZBA04 1 $3,940,20 Subtotal: 2 $71880.40 *Quantity 1, Eaton 9390=40=80, N/A Coverage Start Date: 2/9/2012 Coverage End Date: 5/5/2012 Term: 2 Months 26 Days Unit Price Extended Flex: 8 Hr Rsp, 7x24 Cvg, Enotify, Parts&Labor Disc (FL87NEDX) $906.71 $906.71 • After Hours (7x24) w/ Parts&Labor • 8 HR Response Time • eNotify Remote Monitoring • 30% Spare Part Kit and Time and Material Discount • 1x per term: UPS Preventive Maintenance, After Hours (7x24) (0005NXXX) $1,530,00 $1,530,00 • EOSL Status Active Supporting Documents: X-1, R-2, R-30, R-32, R-33 Site Location Model City of Fort Worth 9390-40-80 Eaton Corp. Support Agreement Rep: Michelle Pernicka, Sales Rep List Price: $2,436.71 $2,436.71 Discounts: ($243.67) ($243.67) 9390-40-80 Net List Price: $29193.04 $2,193.04 Serial Number Quantity ED382CBB11 1 $2,193,04 Subtotal: 1 $2,193.04 List Price: $36,649.09 Total Discount (10% Multi -Module Discount): ($3,664.91) Total Selling Price: $32,984.18 Applicable Discounts: 10% Multi module 4of6 7/5/2011 UPSS SERVICE QUOTE-07 F,T*N l-m erilly vavoess VUIO(eUI UU • Contract Payment Terms: Net 30 days, Billing Cycle: Payment Upfront • Important Tax Notice: Tax is not included in the above purchase price. All orders will be subject to all applicable sales tax unless a current tax exemption certificate is on file covering the state shown in the ship -to address or service equipment location. • To purchase (renew) your service contract, please sign and date below. Fax or email to: INNOVATIVE ELECTRICAL TECHNOLOGY • FAX: 866-272-8412, PHONE: 214-504-3873 or EMAIL: kimAietamerica.com / michelle anietamerica.com • Agreed upon "terms & conditions" for contract # MA244527-RV2 apply. • Reference Quote # 025318-1 on all paper work (including your PO) (Contract # MA244527) Make Payments to: Eaton Corporation, PO Box 93531, Chicago, IL 60673=3531 Accepted By: Name Title Date Purchase Order Number Print Name: Site Inventory Summary City of Fort Worth Steve Read, Fort Worth, TX Model Serial Number Dates Contract PMs' Annual Cost 9315-50-80 EX413CAA03 5/06/2011 - 5/5/2012 0A81 NEDX-0080 1:0 $4,800.60 9315-100-160 ET442ZBA01 5/06/2011-5/5/2012 PA81NEDX-0160 1:0 $5,871,60 9390-40-80 EY233CAA02 5/06/2011 - 5/5/2012 PA81NEDX-0080 1:0 $4,800.60 9390-40-80 EN424ZBA03 5/06/2011 - 5/5/2012 PA81 NEDX-0080 1:0 $4,800,60 PLUS-24-36 BN345A0094 One time charge FL87NXDX-0050 1:0 $2,637.34 9315-30-50 EP134ZBA03 5/06/2011 - 5/5/2012 PA81NEDX 1:0 $39940.20 9315-30-50 EV313ZBA04 5/06/2011 - 5/5/2012 PA81 NEDX 1:0 $3,940,20 9390-40-80 ED382C6611 One time charge FL87NEDX 1:0 $2,193.04 Subtotal: $32,984.18 Total number of UPS and battery preventive maintenance visits per year (ex. 1:0 equals 1 UPS PM and 0 battery PM per UPS, per year) ***Please send the signed copy back to us (IET) prior to the expiration date to avoid a lapse in service coverage. The current contract will expire on 5/0512011. If issuing a PO make it out to Eaton Corporation. Reference, "Terms P. Conditions" Dated 4/2010 Between, City of Fort Worth and Eaton Corporation Eaton Corp. Support Agreement Rep: Michelle Pernicka, Sales Rep 5of6 7/5/2011 UPSS SERVICE QUOTE-07 Powering Business Worldwide Eaton UPS Flex Service Plan Parts and Labor Coverage Scope of Work Attachment R=30 This scope of work is shared by the power quality equipment types listed in the below table. Note the applicable features vary by type of equipment being contracted and additional scopes of work may be required. All checks or processes may not be applicable to all equipment types or models. Corrective Electronics Battery eNotify Equipment Type Maintenance Preventive Preventive Remote Tech Discounts Coverage Maintenance Maintenance Monitoring Support Eaton UPS Yes No No No Yes No Eaton DC Yes Yes No No Yes Yes Eaton Yes No No No Yes No PDU/PDR/RPP/STS Flywheel Yes No No No Yes No Non Eaton Yes No No No Yes No equipment MVS If optionally purchased by Customer within the first three (3) years of a Eaton UPS installation date (first startup) OR, If optionally purchased by Customer in conjunction with one or more annual on -site UPS Power Module Preventive Maintenance R-2 of the same duration, Contractor will provide: 1. Corrective Maintenance Coverage: Inspection and repair of the electronic portion of the UPS (or other equipment type), or "Power Module" shall be performed as needed during the contracted period of maintenance at no extra charge to Purchaser. Remedial maintenance provided by Contractor shall include, and be expressly limited to, maintenance to the Power Module, travel expenses, all necessary parts replacement, adjustments and repairs. If the Purchaser maintains Eaton spare parts at the maintenance site, Contractor may, at its option, use those spare parts in the performance of Corrective Maintenance. Contractor shall replace the spare parts, which it so uses. Exclusions: certain wear parts are excluded from corrective coverage including external batteries and full capacitor replacement. All Corrective Maintenance to Battery System, if any, will be in accordance with battery manufacturers' warranty or separate agreement, if any. For Flywheel coverage: any failure due to lack of recommended bearing replacement, vacuum pump replacement (or "major maintenance" per manufacturer recommendation) will not be included under corrective maintenance coverage and will be billable at current time and material rates. Eaton 9390 and 9395 UPS models will have a special policy on capacitor replacements: DC link capacitors are eligible for inspection and repair at no extra charge (excludes AC capacitors). 2. 7x24 Technical Support: technical support via telephone or email to Contractor shall be available to answer product or support questions. 3. Customer Web Account Access: Contractor will provide Purchaser with web -based access to account information and site service records. Access will be password restricted for maximum Scope of Work Attachment R-30 Revision 4/11 Page 1 of 2 E:T•N Powering Easiness Worldwide security of Purchaser records. A history of service performed, as well as scheduled service calls will be available. The Purchaser shall, from the commencement date of the Service Agreement, maintain the UPS Power Module in accordance with the published operating specifications for the Power Module at the time of purchase. The Purchaser shall, unless otherwise specified in the Service Agreement, maintain the Battery System in strict accordance with the Battery System manufacturer's recommended maintenance guidelines. Eaton is a trade name, trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-30 Revision 4/11 Page 2 of 2 Powering Business Worldwide Eaton rS Flex Service Plan — eNotify Remote Monitoring Coverage Scope of Work Attachment R-32 1. eNotify Remote Monitoring 8� Diagnostic Service: Contractor will provide Remote Monitoring Service. This service will only be available if customer provides and supports a CAT5 LAN/Ethernet cable connected to an e-mail server (along with necessary IP addresses to facilitate one-way connectivity). Contractor will notify Purchaser contact when a major alarm occurs. A monthly UPS Monitoring Summary Report will be sent electronically via e-mail to customer contact. Contractor's obligation shall be to perform remote monitoring start-up and validation of the remote monitoring system. By permitting remote monitoring, End User acknowledges that Contractor may collect certain company specific (including information about End User that may be proprietary or confidential) and aggregate information about the End User's use of, and interaction with, the Product ("Company Specific Information" and "Aggregate Information" respectively). Contractor will not disclose company Specific Information to third parties without End -User's written consent unless such Company Specific Information has been stripped of all identifiable, proprietary or confidential information ("Anonymized Information"). Anonymized and Aggregate Information may be used by Contractor for analysis and trending purposes and disclosed to third parties for purposes of comparisons and reliability reporting. Remote monitoring shall include a monthly report summarizing alarms and important data relevant to UPS, battery or system performance. Contractor no no warranty regarding, and has no obligation with respect to, the accuracy, completeness or omissions of any data, analysis or recommendation contained within this report. The End User must use reasonable judgment in interpreting this data and contact his or her local Eaton® sales representative or Contractor Technical Support with any questions. 2. Connectivity Equipment Excluded: Customer shall be responsible for purchasing compatible connectivitI equipment required to support eNotify. Parts and labor coverage for all connectivity equipment is separate from eNotify Remote Monitoring Coverage Service. Eaton is a trademark of Eaton Corporation UPS Flex Service Plan - eNoti(y Remote Monitoring Coverage 02/19/09 SOW Attachment R-32 Page 1 of 1 Powering Business Worldwide Eaton UPS Flex Service Plan Time and Material, Spare Part Kits and Field Upgrade Discounts Scope of Work Attachment R=33 1. Discounts on spare part kits and field upgrades: If optionally purchased by Customer in conjunction with an on -site corrective maintenance Power Module Service Agreement of the same duration, Contractor will provide a 30% discount on optional spare part kits (not individual parts) and any field upgrade or modification performed by Eaton. Spare part kits are defined as an "A", "B", "C" or T" level spare kit comprising between 80% and 100% of the replaceable parts for a specific Eaton product. 2. Time and Material (T&M) services: Standby scheduled T&M services are eligible fora 30% discount per contractor's prevailing X-1 T&M Rate Schedule. Recertification and custom quoted (fixed price) services are excluded. 3. Battery replacements excluded: Partial and full battery updates are ineligible for discounts. Eaton is a trademark of Eaton Corporation UPS Flex Service Plan —Time and Material, Spare Part Kits and Field Upgrade Discounts 02/19/09 SOW Attachment R-33 Page 1 of 1 F,TeN Powering Business Worldwide EATON CORPORATION SERVICE AGREEMENT - TERMS AND CONDITIONS (T-0) TERMS AND CONDITIONS: The terms and conditions set forth herein, and any supplements which may be attached hereto, constitute the full and final expression of the contract for the sale of UPS services by Eaton Corporation, and supersedes all prior quotations, purchase orders, correspondence or communications whether written or oral between Eaton Corporation and the customer. Notwithstanding any contrary language in the customer's purchase order, correspondence or other form of acknowledgment, customer shall be bound by these terms and conditions when it sends a purchase order or otherwise indicates acceptance of this contract, or when it accepts delivery from Eaton Corporation of the products or services. THE CONTRACT FOR SALE OF SERVICES IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY CUSTOMER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY CONTRACTOR. No contract shall exist except as herein provided. 1. DEFINITIONS: As used in this Service Agreement, the terms listed below shall have the following meanings: 'Agreement" shall mean Eaton Corporation's Service Agreement Terms and Conditions, the Service Quote and the applicable Scope(s) of Work." 'Battery" shall mean the electric storage portion of a UPS. 'Contractor' shall mean Eaton Corporation. 'Covered Equipment" shall mean the equipment as listed on the Service Quote. "CPM" shall mean the Contracted Period of Maintenance. 'Customer' shall mean the purchaser of this Agreement. 'Emergency Service" shall mean all services provided on an as needed basis that is not scheduled in advance "PCS" shall mean Pre -Contract Survey. "On -Site" shall mean Service performed at Customer's physical location as listed on the Service Quote. 'Power Module" shall mean the electronic portion of a UPS or other power quality device. "Scope of Work" shall mean the services, procedures, methods, exclusions and coverage as purchased by the Customer "Service" shall mean installation, maintenance (including Preventive Maintenance), repairs, inspection, adjusting, etc. of the UPS equipment provided by Contractor to Customer. "UPS" shall mean Uninterruptible Power Supply which is comprised of the Power Module and Batteries. 2. ELIGIBILITY: All Covered Equipment that has experienced a lapse in Service coverage with the Contractor (or factory warranty coverage) or has had no service history with Contractor within the previous ninety (90) days, is subject to a PCS inspection by Contractor prior to eligibility for any Service under this Agreement. Customer is subject to charges for a PCS inspection at Contractor's then current Time and Material Service Rate Schedule (refer to Exhibit 1-PCS and Attachment X-1). If a PCS inspection is required for eligibility, a list of the equipment requiring a PCS inspection will be provided to Customer and will be incorporated into this Agreement. 3. HOURS OF SERVICE: Contractor will provide scheduled and emergency services portal-to-portal B:OOAM to 5:00 PM Monday -Friday (alternatively described as "5X8 Service") excluding all holidays observed by Contractor. The Customer may optionally purchase extended hours of scheduled and Emergency Service coverage (alternately described as "7x24 Service") which will include Emergency Service being provided on all holidays observed by Contractor. Notwithstanding anything herein or otherwise to the contrary, scheduled services are not available on Contractor's observed holidays. Contractor's observed holidays are as follows: New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Post Thanksgiving Day, Christmas Eve Day and Christmas Day. 4. ON -SITE RESPONSE TIME: Following Customer's request for Service, Contractor will arrive at the location of the Covered Equipment the next business day or if optionally purchased by Customer, Contractor will arrive at the location of the Covered Equipment within eight (t3), four (4) or two (2) CPM hours, provided the Covered Equipment is located within one hundred (100) miles of a Contractor service location. Response time does not include battery replacement service. 5. LABOR AND MATERIAL RATES: For any additional Service outside the Scope(s) of Work purchased for Covered Equipment under this Agreement, Customer shall be billed at Contractor's then current Time and Material Rate Schedule (refer to Attachment X-1). This excludes any flat -rate Service quoted by Contractor representative. Terms and Conditions (T-0) Rev. 4/10 Page 1 of 4 E=T•N Powering Business Worldwide ti. ENGINEERING CHANGES: All engineering changes deemed necessary by Contractor will be installed during scheduled Service visits during the CPM. Any engineering changes deemed optional by Contractor will be offered to Customer on an as -available, per charge basis. 7. CUSTOMER'S RESPONSIBILITY: A. Communication and Scheduling - Customer shall contact Contractor's Customer Reliability Center (1-800-843- 9433) regarding all Service and Preventative Maintenance requests and all other matters arising out of or relating to this Agreement. With respect to Preventative Maintenance purchased by Customer, it shall be Customer's responsibility to contact Contractor to schedule the Preventative Maintenance. In the event that Customer fails to schedule and/or does not permit, for any reason, Preventative Maintenance to be completed within ninety (90) days of the scheduled service date, Contractor's obligation for that Preventative Maintenance shall be considered fulfilled. B. Movement - If Covered Equipment is moved to another location within the United States, Service coverage will continue only upon the following conditions: (i) Customer shall notify Contractor in writing at least thirty (30) days in advance of power -down of Covered Equipment; (ii) Contractor reserves the right to supervise the power -down, disconnection, rigging, packing, movement, unpacking, reinstallation and re -start of the Covered Equipment for which Customer will be charged according to Contractor's then current Time and Material Service Rate Schedule; and (iii) resumption of Service coverage under this Agreement is subject to acceptance by Contractor of Covered Equipment at the new location. C. Safety - Customer shall, at all times during the provision of Service hereunder, have a representative present at the Service site at no cost to, and solely for, the safety of Contractor. D. Access - Customer shall grant ready access to the Covered Equipment, subject to reasonable security requirements, so that Contractor may perform Service under this Agreement. 8. TERM AND TERMINATION: This Agreement and all that is stated herein shall automatically be renewed for successive twelve (12) month periods at the prices in effect at the time of each renewal. Customer will be provided written notice of renewal of the Agreement sixty (60) days prior to its expiration, stating the prices for the applicable renewal term. In the event Customer elects not to renew this Agreement, Customer shall provide thirty (30) days written notice prior to the expiration of this Agreement. Notwithstanding the foregoing, Customer or Contractor may terminate this Agreement at any time upon thirty (30) days written notice to the other, subject to Section 16 herein. 9. END OF SERVICE LIFE ("EOSL")/BEST EFFORTS: Contractor may designate a Power Module as "End of Service Life/Best Efforts" which shall mean that limited parts are available or Service will be provided on a best efforts basis. This designation will be indicated on the Service Quote provided to Customer for Service renewal. In the event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject to Section 8 herein. Customer may request a pro -rated refund for the terminated portion of this Agreement, subject to Section 15 herein. Customer acknowledges EOSUBest Efforts designation on the Service Quote will serve as Contractor's notice of limited service support and its recommendation to replace or decommission the Power Module. 10. INSURANCE: During the term of this Agreement, Contractor, at its own cost and expense, shall maintain in full force and effect the following insurance with sound and reputable insurers: (1) worker's compensation insurance in accordance with the statutory requirements of the state where the Service is to be performed; (2) automobile liability insurance on all motor vehicles licensed for highway use, both owned and non -owned; and (3) commercial general liability insurance for bodily injury and property damage. 11. WARRANTY: Contractor shall perform all Service in a professional and workmanlike manner. Contractor warrants repairing or replacing defective parts or materials and correcting defective workmanship reported to Contractor and/or diagnosed by Contractor's personnel during the term of this Agreement. Contractor warrants its corrective maintenance and replacement parts to be free from defects in material and workmanship for the term of this Agreement or for a period of ninety (90) days from the completion date of the repair or replacement of parts or materials, whichever is longer. In the event the parts or materials fail to meet published specifications due to a defect in parts or materials or workmanship covered by this Warranty, Contractor, at its discretion, will repair or replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power Module and/or Battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism, Terms and Conditions (T-0) Rev. 4/10 Page 2 of 4 F I AITON Powering Business Worldwide acts of God, Customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to repair or alteration by Customer (or a third party) not authorized by Contractor in writing; or (iii) moved without adherence to Section 7B herein. THIS WARRANTY IS EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OF NON -CONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE CONTRACTOR'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR FAILURE OF CONTRACTOR TO MEET ITS WARRANTY OBLIGATIONS, WHETHER CLAIMS OF CUSTOMER ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. Parts or materials supplied, but not manufactured by Contractor, are warranted solely by the manufacturer. Contractor's obligation under this Warranty is conditioned upon receipt of all payments due from Customer. 12, ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests herein without the prior written consent of the other party. Notwithstanding anything in this Agreement or otherwise to the contrary, upon written notice to the other party, either party may assign this Agreement or any of its rights and interests herein to: (i) any parent, subsidiary, affiliated or successor corporation; or the purchaser of any of these entities; (ii) any corporation to which the party has sold all or substantially all of its assets (including the purchaser of any of the party's subsidiaries); or (iii) any corporation or legal entity with which the party may merge or consolidate. 13, SUBCONTRACTING: Contractor reserves the right to subcontract any portion of Service provided for under this Agreement without the prior consent of Customer. 14, INDEMNITY: Subject to Section 15 herein, Contractor shall defend, indemnify and hold harmless Customer, its officers, employees and agents, from and against any and all claims, liabilities, damages, demands, losses, causes of action and suits, including reasonable attorney's fees incident thereto, to the extent they result directly from or out of (1) any injury to or death of any person or damage to or destruction of any property caused by the negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2) any violation of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by Contractor, its employees or agents. 15, LIABILITY: Notwithstanding anything in this Agreement or otherwise to the contrary, in no event shall Contractor or Customer, or their respective officers, directors, employees or agents be liable to the other for any incidental, indirect, special or consequential damages, such as, but not limited to, delay damages, lost profits or revenue, lost data or lost opportunity damages, resulting from or in connection with any claim or cause of action, whether brought in contract or in tort, even if Contractor or Customer knew or should have known of the possibility of such damages. Under no circumstances shall the aggregate liability arising out of or in connection with this Agreement exceed the price paid hereunder for the goods and services provided. 16, PAYMENT: All payments are due net thirty (30) days in full from date of invoice. Customer shall be invoiced for, and shall pay for, all Service not expressly provided for by the terms hereof, such as, but not limited to, site calls involving no-fault found inspections where no corrective maintenance was required. If any payment is not made when due, Contractor reserves the right to refuse to provide any further Service until such payment has been received. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection proceedings for non-payment. In the event of early termination: i) Customer will be liable for any Service rendered to the reasonable satisfaction of Customer prior to the effective date of termination; and ii) Contractor, at its discretion, will provide a credit against any advance payments received as follows: a) a pro -rated amount based on the terminated portion of the fixed -price fee due Contractor; or b) an amount based on the difference between the amount paid by Customer prior to the effective date of early termination and the actual cost of Service completed (including emergency repair calls) by Contractor prior to the effective date of early termination. 17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to all applicable sales tax unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment under this Agreement is located. 18, PARTS: Parts removed for replacement shall be Contractor's property. Parts used from Customer -owned spare parts kit shall be replaced by Contractor at no cost. Replacement parts shall be new or of the same quality as new. Terms and Conditions (T-0) Rev. 4l10 Page 3 of 4 FARTISN Powering Business Worldwide 19. FORCE MAJEURE: Contractor shall not be liable for any failure to perform, or delay in performing Service for Customer to the extent that such failure or delay results from causes beyond its reasonable control including, without any limitation, any act of God, war, revolution, riot, civil commotion, labor strike or any applicable governmental or judicial law or regulation, order or decree. U. INFORMATION: All information of Customer shall be deemed non confidential and Contractor will be under no duty of non -disclosure unless both parties execute a mutual non- disclosure agreement. 21. GENERAL: The terms and conditions of this Agreement cannot be modified or waived except by a writing signed by the parties hereto and waiver by Contractor or Customer of any provision hereof in any one instance shall not constitute a waiver as to any other instance. If a provision of this Agreement is invalidated for any reason, this Agreement remains binding except for such invalid provision. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina. Customer and Contractor hereby agree that all disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the state and federal courts located in Wake County, North Carolina. Eaton is a trademark of Eaton Corporation. Terms and Conditions (T-0) Rev. 4/10 Page 4 of 4 PURCHASING Dli/ISIOty CITY OF FORT WORTH To: Purchasing Manager or Designee From: Glenn Balog Facilities Management 1. Request approval for Sole Source Procurement of good and/or services for the reasons as described in Section 3 herein. 2. Describe Item/Service purchased (or to be purchased}. Include cost, name, and telephone number of vendor and other descriptive information. Annual agreement for factory authorized, trained, certified and supported maintenance and repair of critical uninterrupted power supplies at various City facilities from Eaton Corporation , 8609 Six Fork Road, Raleigh, NC 27615-9433, (800) 843-9433 3. Definition of Source Procurement Condition (check one or more items). This procurement is necessary because: X (A) items that are available from only one source because or patents, copyrights, secret processes, or natural monopolies; (B) electricity, gas, water and other utility services; (C) captive replacement parts or components and other materials that are available only form the persons holding exclusive distribution right to the material and; (D) films, manuscripts, books, papers and other materials that are available only from the persons holding exclusive distribution rights to the materials; and (E)management services provided by a nonprofit organization to a municipal museum, park, zoo or other facility to which the organization has provided significant financial or other benefits 4. Summary of Sole Source Procurement Condition: Annual agreement for factory authorized, trained, certified and supported maintenance and repair of critical uninterrupted power supplies at various City facilities from Eaton Corporation . 8609 Six Fork Road, Ralelah, NC 27615-9433, (800) 843-9433 5. X I certify that a Sole Source Procurement exists for items) that are normally bid competitively. Please forward this request to the Purchasing Division, Glenn Balog, Facilities Man er T/PW Facilities Management 6. Solicitations; Name of Vendor Person Contacted Telephone Number Indicate MBE/WBE (or) Non -Minority Code* (a) Eaton Power Quality Corporation 8609 Six Forks Road Raleigh, NC 27615 919-870-3438 Purchasing Division Comments: z r( Dat Total Bid Amount $32,984.18 tiJ4 L 1q11/ Purc sing Manag or Designee ate (Valid for One Year, From Date of Approval) �ART O N CORPORATION February 1 1, 2011 City of Fort Worth 5001 James Avenue Fort Worth, TX 76107 ATTN; Mr. Steve Read RE: UPS Service Maintenance Contract Thank you for choosing Powerware products and for allowing Eaton (formerly Powerware) the opportunity to serve you. We look forward to providing you the service coverage specific to your needs. It is our goal for you to have a truly outstanding experience with us as we support you. For your records and information, as the original equipment manufacturer (OEM), and an [509001 certified supplier, Eaton Corporation (formerly Eaton Electrical, formerly Powerware Corporation) d/b/a Powerware Global Services (formerly Exide Electronics Corporation) is the only provider of factory -supported, factory -trained, factory -authorized and factory -certified service for your critical UPS equipment. We do not provide proprietary technical information to non -qualified entities. Eaton has a 24-hour Customer Support Dispatch Center (1400443-9433) to contact for service. Please visit our website at www.Eaton.com for more information. Should you have further questions, or need assistance of any kind, please call me. Thank you for this opportunity to be of service. Sincerely, Michelle Pernicka Representative of Eaton Corporation T: (214) 504-3873 or 1466442"4798 F: 146&272-8412 City of Fort Woxth I'urchasin� Request for �RTai�er of MBE/WBE Subcontracting/Snggliox' coal PROJECT NAME: 11-0249 EATON UPS SERVICE AGREEMENT �� :, (Plense chc�k she appraprinte bo�� ; , ❑ ITS ❑ RFP ❑ RFQ ❑ RF( ❑ CISV ❑Other State Cooperative Program ❑Reverse Auction � Sole Source NOTE: All support documentation needs to be attached to this request. � I 1-U249 - $32984,18 Junc 6 ,201 ! 06/O1/201 I `' PROJL� NO. • / :� ESTIMATED HID/PROPOSAL DATE DATE ,��1 l f �/i '" ' i �•t� �� 817-392-8385 920-29 BUYER SIGNATURE EXTENSION NIGP CODE (Attach Vendor Solicitation List) NIGP coDE (Attach Vendor Solicitation List) NIGP CODE (Attach Vendor Solicitation List) NIGP CODE (Attach Vendor Solicitation List) NIGP CODE (Attach Vendor Solicitation List) A list of MWBE's identified in Buyspeed/HSO must be attached to the waiver for each NIGP CODE identified. Prior to advertisement. the contracting/managing department shall determine whether the bid/RFP is one which MBE/WBE requirements should not be applied. MBE/WBE requirements may be waived upon written approval of the M/WBE Manager. Tf one of the conditions listed below exists, the contracting/managing department shall notify the Manager via this form, stating the specific reasons) foe requesting a Tf the contracting/managing department and the Manager are in conflict over the granting•of a waiver, either may appeal to the City Manager, or designee, whose decision is &nal. Please Check Applicable Reason: A. A public or administrative emergency exists which requires the goods or services to be provided with unusual immediacy; or . ,B. Purchase of goods or services from sources) where subcontracting or supplier opportunities are negligible; or C. The application of the provisions of this ordinance will impose an economic risk on the City or unduly delay acquisition of the goods or services; or ✓ D. Other (explain) Justify Commodity or Service Waiver Request: This is a Sole Source purchase. See attached Sole Source Letter. No M/WBE opportunities. Please use additional sheets, if needed M/W E OFRICE USE ONLY: • � I Approved Not Approved Signature of M/WBE Authorized Personnel ate Ray. 5l2e110 Purchase order Number Site Contact Information: Steve Read (817)392-6995 Steve.read a,fortowrth og_v.org Approval Recommended: �� Dougla�J. Wiersig Director, Transportation and Public Works Douglas W. Black Assistant City Attorney Dan•ick S. Finan Eaton Corporation 4)ireetor,--North America Saies— V` ) . ii,t, . S tee" Eaton Corp. Support Agreement Rep: Michelle Pernicka, Sales Rep City of Fort Worth, Texas: Date Fernando Costa Assistant City Manager Date Date Attest: Marty Hendrix City Secretary NOM&C 2A O�d000Q�� OFFiC1�1L RECORD CITY SECRETARY 1'To WORTH, TX j 6 of 6 7/5/2011 UPSS SERVICE QUOTE-07