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Home My WebLink AboutContract 53105-A1 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E CITY SECRETARY. CONTRACT NO. r 3 1 05_fit FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 53105 This FIRST Amendment to Fort Worth City Secretary Contract No. 53105 ("First Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation and Eaton Corporation("Vendor"). WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 53105 beginning November 20, 2019 (the "Agreement"); and WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the Agreement to change the effective date of the agreement and add certain services. NOW THEREFORE,known by all these present,Fort Worth and Vendor,acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: 1. The Agreement is hereby amended by replacing Attachment A of the agreement, with Exhibit A that is attached to this first amendment. 2. The Agreement is hereby amended by replacing section 2 in its entirety with the following: Term. The Agreement shall commence May 6, 2019 ("Effective Date") and shall expire May 5, 2021 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for an unlimited number of one year renewal periods upon mutual agreement of the Parties, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. All other terms,provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] 0MCIAL RECORD CITY SECRETARY FT WORTHA TX First Amendment to Fort Worth City Secretary Contract No.53105 Page 1 U 20 I DocuSign Envelope ID:3954C613-5939.43E6-9C72-5DA05AB7895E Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance By: and reporting requirements. Name: Dana BUrghd9Tf,AIC Title: Assistant City Manage► Date: 3LOW By: Name: Brenda Midgett Approval ecommended: Title: Sr Administrative Assistant Approved as to Form and Legality: By: f r Name: Steve eooke �' > Title: Property Management Director By: Name: ?ohn B. Strong Attest: / Title: Assistant City Attorney Contract Authorization: j y.yea C: - Name: ffaryK se Title: City Secretary 3 ti ri VENDOR: ` Eaton Corporation Docuftned by: n Name: Title: SVP/GM PQD Date: May 21, 2020 CITY SECRETAF Y FT. WORTH,'TX First Amendment to Fort Worth City Secretary Contract No.53105 Page 2 of 0 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance By: and reporting requirements. Name: Dana Burghdof ICP Title: Assistant City anager Date: By: Name: Brenda Midgett Approval Recommended: Title: Sr Administrative Assistant Approved as to Form and Legality: By: �� Name: Steve Cooke Title: Property Management Director By: Name: John B. Strong Attest: Title: Assistant City Attorney Contract Authorization: M&C: By: Name: Mary Kayser Title: City Secretary VENDOR: Eaton Corporation DocuSigned by; By. � �,- Name: Title: SVP/GM PQD Date: May 21, 2020 OFFICIAL RECORD MY SECRETARY FT. WORTH,TX First Amendment to Fort Worth City Secretary Contract No. 53105 Page 2 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E txhibit A E A .T+N pmWrIng Bvsmez Worldwide Eaton UPS Service Quote: 314462-1 Curtis Mitchell, Sr.Service Sales Representative Quote Date: 0411 312 02 0 Eaton Corporation (Effective until 0512812020) 637 Westport Pkwy Suite 200 Grapevine,TX 76051 972-342-1568 Email:curtisjmitchell@eaton.com Prepared For: For Covered Equipment at Site: Billing Contact: Steve Read, Facility Manager Site Contact: Steve Read, Billing Company: City of Fort Worth Site Company: City of Fort Worth 5001 James Ave. 6869 Bowman Roberts Fort Worth, TX 76107 Fort Worth, TX 76179 817-392-6695 817-392-6695 Email: steve.read@fortworthgov.org Email: steve.read@fortworthtexas.gov We are pleased to provide the following services proposal for your power quality equipment. Please refer to the Scopes of Work (SOW)for descriptions of service coverage and exclusions. Eaton Corporation terms and conditions(Eaton Corp. Service Agreement T-0 attachment)govern this proposal, and any purchase order submitted to Eaton pursuant thereto. Additional or different term s 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. Eaton Corporation cannot be held liable,and Buyer shall not be entitled to any damages and/or indemnifications, in case Eaton Corporation is prevented, hindered or delayed from or in performing any of its obligations resulting from the impact of the outbreak of COVID-19 for reasons not attributable to Eaton Corporation. Serial Number New/Renewal Model Description Battery Type,Quantity Coverage Type ED382CBB11 R 9390-40-80 N/A Proactive Service Plan EP134ZBA03 R 9315-30-50 N/A ET442ZBA01 R 9315-100-160 N/A Proactive Service Plan EV313ZBA04 R 9315-30-50 N/A EX413CAA03 R 9390-100-160 N/A Proactive Service Plan EM334UXX03 R 93PM-100-400 N/A Proactive Service Plan EM334UXX02 R 93PM-100-400 N/A Proactive Service Plan Quantity 1, Eaton 9390-40-80, N/A Coverage Start Date: 5/6/2020 Coverage End Date: 5/5/2021 Term: 1 Year Unit Unit Extended List Price Net Price Net Price ProActive Service Plan 8 Hr(PA81 NEDX-0080) $6,669.00 $5,101.79 $5,101.79 • After Hours(7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours(7x24) • PredictPulse Remote Monitoring • 30%Spare Part Kit and Time and Material Discount • EOSL Status Active, Moving to Best Effort on Jan 1, 2027 Supporting Documents:T-0,X-1, R-2, R-6, R-32, R-10 9390-40-80 Total Price: $6,669.00 $5,101.79 $5,101.79 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 3 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F A .T*N ftwertng&a rwss Worldw de Site Location Model Serial Number Quantity City of Fort Worth -13th St. 9390-40-80 ED382CBB11 1 $5,101.79 Subtotal: 1 $5,101.79 Quantity 1, Eaton 9315-30-50, N/A Unit Unit Extended List Price Net Price Net Price • 1x per term: UPS Preventive Maintenance,After Hours (7x24)(0005NXXX-0050) $1,576.00 $1,205.64 $1,205.64 9315-30-50 Total Price: $1,576.00 $1,205.64 $1,205.64 Site Location Model Serial Number Quantity City of Fort Worth-Police 9315-30-50 EP134ZBA03 1 $1,205.64 911 S u btota I: 1 $1,205.64 Quantity 1, Eaton 9315-100-160, N/A Coverage Start Date: 5/6/2020 Coverage End Date: 5/5/2021 Term: 1 Year Unit Unit Extended List Price Net Price Net Price ProActive Service Plan 8 Hr(PA81 NEDX-0160) $8,464.54 $6,475.37 $6,475.37 • After Hours (7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours(7x24) • PredictPulse Remote Monitoring • 30%Spare Part Kit and Time and Material Discount • EOSL Status Best Effort; Moving to No Coverage on Jan 1, 2022 Supporting Documents:T-0,X-1, R-2, R-6, R-32, R-10 9315-100-160 Total Price: $8,464.54 $6,475.37 $6,475.37 Site Location Model Serial Number Quantity City of Fort Worth-City Hall 9315-100-160 ET442ZBA01 1 $6,475.37 Subtotal: 1 $6,475.37 Quantity 1, Eaton 9315-30-50, N/A Unit Unit Extended List Price Net Price Net Price • 1x per term: UPS Preventive Maintenance,After Hours(7x24)(0005NXXX-0050) $1,576.00 $1,205.64 $1,205.64 9315-30-50 Total Price: $1,576.00 $1,205.64 $1,205.64 Site Location Model Serial Number Quantity City of Fort Worth-Police 9315-30-50 EV313ZBA04 1 $1,205.64 911 Subtotal: 1 $1,205.64 First Amendment to Fort Worth City Secretary Contract No.53105 Page 4 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F A .T*N Po"fing Business Worldwide Quantity 1, Eaton 9390-100-160, N/A Coverage Start Date: 5/6/2020 Coverage End Date: 5/5/2021 Term: 1 Year Unit Unit Extended List Price Net Price Net Price ProActive Service Plan 8 Hr(PA81 NEDX-0160) $8,218.00 $6,286.77 $6,286.77 • After Hours(7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours(7x24) • PredictPulse Remote Monitoring • 30%Spare Part Kit and Time and Material Discount • EOSL Status Active; Moving to Best Effort on Jan 1, 2027 Supporting Documents:T-0,X-1, R-2, R-6, R-32, R-10 9390-100-160 Total Price: $8,218.00 $6,286.77 $6,286.77 Site Location Model Serial Number Quantity City of Fort Worth-Western 9390-100-160 EX413CAA03 1 $6,286.77 Com Subtotal: 1 $6,286.77 Quantity 1, Eaton 93PM-100-400, N/A Coverage Start Date: 5/6/20 Coverage End Date: 5/5/2021 Term: 1 Year Unit Unit Extended List Price Net Price Net Price ProActive Service Plan 8 Hr(PA81 NEDX-0550) $11,639.00 $8,903.84 $8,903.84 • After Hours(7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours (7x24) • PredictPulse Remote Monitoring • 30% Spare Part Kit and Time and Material Discount • EOSL Status Active Supporting Documents: T-0,X-1, R-2, R-6, R-32, R-10 93PM-100-400 Total Price: $11,639.00 $8,903.84 $8,903.84 Site Location Model Serial Number Quantity City of Fort Worth-City Hall 93PM-100-400 EM334UXX03 1 $8,903.84 Subtotal: 1 $8,903.84 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 5 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F.TeN F[r"frsq Basmass Worldwide Quantity 1, Eaton 93PM-100-400, N/A Coverage Start Date: 5/6/20 Coverage End Date: 5/5/2021 Term: 1 Year Unit Unit Extended List Price Net Price Net Price ProActive Service Plan 8 Hr(PA81NEDX-0550) $11,639.00 $8,903.84 $8,903.84 • After Hours(7x24) • 8 HR Response Time • 1x per year: UPS Preventive Maintenance After Hours(7x24) • PredictPulse Remote Monitoring • 30%Spare Part Kit and Time and Material Discount • EOSL Status Active Supporting Documents:T-0,X-1, R-2, R-6, R-32, R-10 93PM-100-400 Total Price: $11,639.00 $8,903.84 $8,903.84 Site Location Model Serial Number Quantity City of Fort Worth-City Hall 93PM-100-400 EM334UXX02 1 $8,903.84 Subtotal: 1 $8,903.84 List Price Net Price Grand Total Price: $49,781.54 $38,082.88 Dollars Saved: $11,698.66 'Applicable Discounts: 10%Multi module, 15.00%Negotiated • Contract Payment Terms: Net 30 days, Billing Cycle: Payment Upfront • Important Tax Notice: Tax is not included in the above purchase price. All orders will be subject to all applicable sales tax unless a current tax exemption certificate is on file covering the state shown in the ship-to address or service equipment location. • To purchase(renew)your service contract, please sign and date below. Return all attachments with purchase order to: Eaton Corporation, 8609 Six Forks Road, Raleigh, NC 27615, Tel 800/843-9433, Fax 800/228-1899. • Make Payments to: Eaton Corporation, 29085 Network Place, Chicago, IL 60673-1290 Accepted By: Name Title Date Purchase Order Number Print Name: First Amendment to Fort Worth City Secretary Contract No.53105 Page 6 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A IF.T*N Powering Business Worldwide Site Inventory Summary City of Fort Worth -Western Corn Steve Read, Fort Worth, TX Model Serial Number Dates Contract Annual Cost 9390-100-160 EX413CAA03 5/6/2020-5/5/2021 PA81 NEDX-0160 $6,286.77 Subtotal: $6,286.77 City of Fort Worth - City Hall Steve Read, Fort Worth, TX Model Serial Number Dates Contract Annual Cost 9315-100-160 ET442ZBA01 5/6/2020-5/5/2021 PA81 NEDX-0160 $6,475.37 93PM-100-400 EM334UXX03 5/6/20-5/5/2021 PA81 NEDX-0550 $8,903.84 93PM-100-400 EM334UXX02 5/6/20-5/5/2021 PA81 NEDX-0550 $8,903.84 Subtotal: $24,283.04 City of Fort Worth - Police 911 Steve Read, Fort Worth, TX Model Serial Number Dates Contract Annual Cost 9315-30-50 EP134ZBA03 5/6/2020-5/5/2021 $1,205.64 9315-30-50 EV313ZBA04 5/6/2020-5/5/2021 $1,205.64 Subtotal: $2,411.28 City of Fort Worth - 13th St. Steve Read, Fort Worth, TX Model Serial Number Dates Contract Annual Cost 9390-40-80 ED382CBB11 5/6/2020-5/5/2021 PA81 NEDX-0080 $5,101.79 Subtotal: $5,101.79 First Amendment to Fort Worth City Secretary Contract No.53105 Page 7 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F I .T*N Powering Business Worldwide EATON CORPORATION UPS SERVICES-TERMS AND CONDITIONS (T-0) TERMS AND CONDITIONS: These terms and conditions,the quotation and Scope(s)of Work(the"Agreement"),are the final expression of the contract for the sale of UPS services by Eaton Corporation("Contractor"),and supersede all prior terms, quotations,statements(s)of work,purchase orders,correspondence or communications whether written or oral between Eaton Corporation and the customer. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY CUSTOMER(THE"CUSTOMER"), ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY CONTRACTOR. 1. DEFINITIONS: The terms listed below shall have the following meanings: "Battery"is the electric storage portion of a UPS. "Covered Equipment"is the equipment as listed on the quote. "CPM"is the Contracted Period of Maintenance or Hours of Service. "Drop Ship Items"are capacitors,fans,equipment upgrades(modifications),batteries,battery monitoring systems,battery containment,battery materials,racks and cabinets. "Emergency Service"is all services provided on an as needed basis that is not scheduled in advance. "PCS"is Pre-Contract Survey inspection. "Power Module"is the electronic portion of a UPS or other power quality device. "Scope of Work"is the services,procedures,methods,exclusions and coverage as purchased by the Customer "Service"is the installation,maintenance(including Preventive Maintenance as defined in Scope of Work Attachment R-2), repair,inspection,adjustment,and remote monitoring services(including the PredictPulse Service as defined in Scope of Work,Attachment R-32,R-36 or R-37)performed on the Covered Equipment by Contractor or otherwise provided by Contractor in connection with the Covered Equipment. "UPS"is an Uninterruptible Power Supply which is comprised of the Power Module and Batteries. 2. ELIGIBILITY: All Covered Equipment that has a lapse in Service or warranty coverage greater than ninety(90)days is subject to a PCS prior to eligibility for Service under this Agreement. Customer will be charged at Contractor's current Time and Material Service Rate Schedule(Exhibit 1-PCS and Attachment X-1). A list of the equipment requiring a PCS will be incorporated into this Agreement. 3. HOURS OF SERVICE: Contractor will provide scheduled and emergency services portal-to-portal 8:OOAM to 5:00 PM Monday-Friday("5X8 Service")excluding all observed holidays. The Customer may purchase extended hours of scheduled and Emergency Service coverage("7x24 Service")including Emergency Service being provided on public holidays(5 U.S.C.6103). Scheduled services are not available on observed holidays. 4. ON-SITE RESPONSE TIME: Upon Service request the Contractor will arrive at the location of the Covered Equipment the next business day. If purchased by Customer and the Covered Equipment is located within one hundred(100)miles of a Contractor service location,Contractor will arrive at location of Covered Equipment within eight(8),four(4)or two(2)CPM hours. Response time does not include battery replacement service. 5.LABOR AND MATERIAL RATES: Customer shall be billed at Contractor's current Time and Material Rate Schedule (Attachment X-1)for Service purchased outside the Scope(s)of Work. This excludes any flat-rate quoted by Contractor representative. 6. ENGINEERING CHANGES: All engineering changes deemed necessary by Contractor will be installed during scheduled Service visits during the CPM. Any engineering changes deemed optional by Contractor will be offered to Customer on an as- available,per charge basis. 7. CUSTOMER'S RESPONSIBILITY: A. Communication and Scheduling-Customer shall contact Contractor's Customer Reliability Center(1-800-843-9433)to schedule all Service and other requests. Preventive Maintenance or Services is deemed fulfilled if(i)the Customer fails to schedule or(ii)does not permit Service to be completed within ninety(90)days of the scheduled service date. B. Movement-If Covered Equipment is moved to another location within the United States,Service coverage will continue at Contractors option if:(i)Customer notifies Contractor in writing at least thirty(30)days in advance of power-down of Covered Equipment and,(ii)Contractor supervises the power-down,disconnection,rigging,packing,movement,unpacking,reinstallation and re-start of the Covered Equipment and Customer will be charged at current Time and Material Service Rate Schedule. C. Escort-During the provision of Service,Customer will have a representative present at Service site at no cost to the Contractor. D. Access-Customer shall grant unobstructed access to the Covered Equipment to be serviced,as well as adequate working space in the immediate vicinity as may be required for the Contractor to perform Services. Prior to a site visit,the Customer and Terms and Conditions(T-0) Rev.12/16/19 Page 1 of 3 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 8 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A FAoN Powering Business Worldwide Contractor must agree on site access requirement costs. These costs will be invoiced by the Contractor following completion of Services. 8. TERM AND TERMINATION: The initial term of this Agreement shall be the service period defined on the applicable quote. Following the expiration of the initial term,this Agreement shall automatically renew for successive twelve(12)month periods. Contractor will provide notice of updated pricing prior to the expiration of the initial term or any subsequent renewal term. Customer or Contractor may terminate this Agreement at any time upon thirty(30)days written notice to the other,subject to Section 16. 9. BATTERIES AND DROP SHIP ITEMS: Prices stated in a quote do not include installation,freight,and handling charges unless these items are listed and priced in the quote. Prices stated in a quote are F.O.B.factory(unless otherwise stated)and title and risk of loss to each article sold by Contractor to Customer shall pass to Customer upon delivery at the F.O.B.point. Shipment estimates are after receipt of Customer's purchase order. If approval of drawings are required,then shipment estimates are after receipt of written approval.If the Customer cannot accept delivery of batteries,Customer will arrange for storage. Contractor is not be liable or responsible for any damages or loss for delay or default in delivery due to force majeure. Customer may not cancel its purchase order because of such delays. Customer may cancel its purchase order with prior written notice to Contractor subject to cancellation charges for capacitors,fans, equipment upgrades(modifications),batteries and Drop Ship Items as follows:(i)between 0-30 days prior to shipment, 100%of the total invoice,and(ii)greater than 30 days prior to shipment,50%of the total invoice. Changes made to an order may be subject to increase or decrease in purchase order amount,change order charges,and changes in schedule date. Customer is responsible for return freight charges related to cancellation. 10. END OF SERVICE LIFE("EOSL'T Contractor may designate a Power Module as"End of Service Life"which means limited parts are available and Service will be provided on a best efforts basis. This designation will be indicated on the quote for Service renewal and will serve as Contractor's notice of limited service support and its recommendation to replace or decommission the Power Module. If Contractor cannot perform or complete a covered repair,Contractor may terminate coverage subject to Section 8. Customer may request a pro-rated refund for the terminated portion of this Agreement,subject to Section 16. 11. 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: (i)worker's compensation insurance in accordance with the statutory requirements of the state where the Service is to be performed;(ii)automobile liability insurance on all motor vehicles licensed for highway use,both owned and non-owned;and(iii)commercial general liability insurance for bodily injury and property damage. 12. 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 per the scope of work and replacement parts to be free from defects in material and workmanship for the term of this Agreement or for a period of ninety (90)days from the completion date of the repair or replacement of parts or materials,whichever is longer. In the event the parts or materials fail to meet published specifications due to a defect in parts or materials or workmanship covered by this Warranty, Contractor,at its discretion,will repair or replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power Module and/or Battery that has been:(i)subject to damage caused by accident,fire,flood,lightning, vandalism,acts of God,Customer's neglect,misuse,misapplication,incorrect connection or external damage;(ii)subject to repair or alteration by Customer(or a third party)not authorized by Contractor in writing;or(iii)moved without thirty(30)days'notice to Contractor. Contractor reserves the right to supervise the move. THIS WARRANTY IS EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE.CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OF NON-CONFORMITIES IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE CONTRACTOR'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR FAILURE OF CONTRACTOR TO MEET ITS WARRANTY OBLIGATIONS, WHETHER CLAIMS OF CUSTOMER ARE BASED IN CONTRACT,IN TORT(INCLUDING NEGLIGENCE AND STRICT LIABILITY)OR OTHERWISE. Parts or materials supplied,but not manufactured by Contractor,are warranted solely by the manufacturer. Contractor's obligation under this Warranty is conditioned upon receipt of all payments due from Customer. 13. ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests without the prior written consent of the other party. Upon written notice to the other party,either party may assign this Agreement or any of its rights and interests 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. 14. INDEMNITY: Contractor shall defend,indemnify and hold harmless Customer,its officers,employees and agents (Indemnified Parties),from and against any and all claims,causes of action or suits brought against the Indemnified Parties to the extent they result directly from(1)bodily injury to or death of any person or damage to or destruction of any property caused by the negligent acts or willful misconduct of Contractor,its agents or employees,and(2)any violation of federal or state law, Terms and Conditions(T-0) Rev. 12/16/19 Page 2 of 3 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 9 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F I .T*N Powering Business Worldwide regulation,order,rule or of any other governmental authority having jurisdiction by Contractor,its employees or agents,while Contractor is performing work on site. The Indemnified Party shall cooperate in a reasonable manner to provide information and access to personnel related to the defense of any indemnified claim. 15. LIABILITY: The remedies of the Customer set forth in this Agreement are exclusive and are its sole remedies for any failure of Contractor to comply with its obligations hereunder. IN NO EVENT SHALL CONTRACTOR OR CUSTOMER,OR THEIR RESPECTIVE OFFICERS,DIRECTORS,EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF(A)DAMAGE TO PROPERTY OR EQUIPMENT,OTHER THAN DIRECT DAMAGES TO EQUIPMENT SOLD OR SERVICED HEREUNDER,OR(B)ANY INCIDENTAL, INDIRECT,SPECIAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES, SUCH AS,BUT NOT LIMITED TO,DELAY DAMAGES,LOST PROFITS OR REVENUE, LOSS OF DATA,LOSS OF USE OR LOST OPPORTUNITY THAT RESULT FROM OR IN CONNECTION WITH ANY CLAIM(S)OR CAUSE(S)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. WITH THE EXCEPTION OF THIRD PARTY CLAIMS FOR BODILY INJURY,PROPERTY DAMAGE DEATH,GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,THE TOTAL CUMULATIVE LIABILITY OF CONTRACTOR ARISING FROM OR RELATED TO THIS AGREEMENT WHETHER THE CLAIMS ARE BASED IN CONTRACT, IN TORT(INCLUDING NEGLIGENCE OR STRICT LIABILITY)OR OTHERWISE,SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR SERVICES ON WHICH SUCH LIABILITY IS BASED. 16. PAYMENT: All payments are due net thirty(30)days in full from the date of invoice,unless otherwise mutually agreed upon in writing. Customer shall be invoiced for,and shall pay for,all Service not expressly provided for by the terms,such as site calls involving no-fault found inspections where no corrective maintenance was required. Contractor reserves the right to refuse to provide any further Service until all due payments have been received. In the event of an early termination:i)Customer is liable for any Service performed 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)for fixed-rate Agreements,a pro-rated amount based on the terminated portion of the fixed-price fee due Contractor;or b)for any new work outside of the Services provided in this Agreement,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,or c)for pre-paid multi- year contracts if Customer terminates the Agreement partway through the Agreement term,Customer will be entitled to a refund of the unused portion of the contract MINUS the applied discount for the pre-payment. 17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to applicable sales tax unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment under this Agreement is located. 18. PARTS: Unless otherwise agreed to by the parties in writing,all parts removed for replacement shall be Contractor's property. Parts used from Customer-owned spare parts kit shall be replaced by Contractor at no cost. Replacement parts shall be new or of the same quality as new. 19. FORCE MAJEURE: Seller shall not be liable for failure to perform or delay in performance due to fire,flood,strike or other labor difficulty,act of God,act of any governmental authority or of the Buyer,riot,embargo,fuel or energy shortage,car shortage, wrecks or delays in transportation,or due to any other cause beyond Seller's reasonable control. In the event of delay in performance due to any such cause,the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay. 20. CHOICE OF LAW: This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio,or in the jurisdiction where the Service has been performed. 21. MODIFICATION OR WAIVER: The terms and conditions of this Agreement cannot be modified or waived except by a writing signed by the parties and waiver by Contractor or Customer of any provision 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. Eaton is a trademark of Eaton Corporation. Terms and Conditions(T-0) Rev. 12/16/19 Page 3 of 3 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 10 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F I -T*N Powering Business Worldwide Time and Material Service Rate Schedule (2018) Attachment X-1 The following rate schedule applies to all services rendered on non-contracted and non-warranty equipment and to all services performed on contracted equipment where the service performed is outside the scope of the contracted coverage. Labor rates are based on the actual time of delivery. Specific contract customers may be eligible for discounts on time and material charges. 3-Phase Products -Portal to Portal Labor per Hour(On-site and Travel Time) Mon.—Fri., Business Hours(8AM—5PM): $275 Mon.—Fri.,After Business Hours(5PM—8AM): $355 Weekends and Holidays (Saturday 12:01AM—Sunday Midnight): $440 WA State Electrician Adder Per Hour for On-Site Work Done in State of Washington $150 3-Phase Products-Minimum Labor Billing (minimum value range equal to above rates x hourly min.) Equipment below 200kVA, Five day or less response(4 hour min.): $1,100 to$1,760 Equipment 200kVA and above or Multi Module, Five day or less response(6 hour min.): $1,650 to$2,640 Equipment 200kVA and above or Multi Module, Two day or less response (8 hour min.): $2,200 to$3,520 1-Phase Products-Portal to Portal Labor per Hour(On-site and Travel Time) Mon.—Fri., Business Hours(8AM—5PM): $220 Mon.—Fri.,After Business Hours(5PM—8AM),Weekends and Holidays: $355 WA State Electrician Adder Per Hour for On-Site Work Done in State of Washington $150 1-Phase Products-Minimum Labor Billing (minimum value range equal to above rates x hourly min.) Five day or less response(4 hour min.): $880 to $1,420 Two day or less response(8 hour min.): $1,760 to$2,840 Travel&Living Expenses Transportation: 3-Phase Products: Automobile mileage included in labor rates 1-Phase Products: Automobile mileage at$0.75 per mile All others(air fare, car rental, tolls, etc.): Actual Lodging&Meals: Actual Calculation of Labor and Mileage Charges: Portal to Portal(travel labor and mileage) Materials/Spare Parts: Current List Price Minimum billing: $150 Domestic, $350 International Parts Expedite Fees Mon.—Fri., Business Hours(8AM—5PM): $150 Mon.—Fri.,After Business Hours(5PM—8AM): $330 Weekends and Holidays: $525 Freight Expense Freight—FOB Factory: $100 Minimum Same Day Delivery: $250 plus freight Depot Repair Labor: $150 per hour Minimum Billing: $150 Expediting Fee: $125 Note: For T&M Services,3-Phase products include Eaton BladeUPS and Eaton 9155. Eaton Corporation Revision: July 30,2018 Attachment X-1 Time and Material Rate Schedule First Amendment to Fort Worth City Secretary Contract No. 53105 Page 11 of 20 DocuSign Envelope ID: 3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A E I .T*N Powering Business Worldwide Electronics (UPS Power Module, DC, PDU, Flywheel) Preventive Maintenance Scope of Work Attachment R-2 This scope of work is shared by the following power quality equipment types: Eaton UPS, Eaton PDU/PDR/RPP/STS, Eaton DC,Vycon Flywheel and Non-Eaton equipment(MVS). Note the applicable features vary by type of equipment being contracted and additional scopes of work may be required. The following is an outline of general checks performed during an Eaton°Preventive Maintenance of the Eaton UPS Power Module normally performed by Eaton field service personnel. All checks are designed to be performed during off line operation, in the bypass mode. All checks or processes may not be applicable to all equipment types or models. 1. Visual Inspection a. Inspect all printed circuit board connections for cleanliness, swab contacts if necessary. b. Inspect all power connections for signs of overheating c. Inspect all subassemblies, bridges and legs for signs of component defects or stress d. Inspect all DC capacitors for signs of leakage e. Inspect all AC capacitors for signs of leakage f. Inspect and inventory all customer-owned spare parts g. Inspect for, and perform as required, any open engineering changes h. If work is completed under a PowerTruStT"" Ultra contract, inspect battery monitoring system 2. Internal Operating Parameters a. DC Ground Detection Offset(if applicable) b. Inverter leg current average balance (if applicable) c. Output filter current average phase balance d. Rectifier bridge current average leg balance e. AC Protection settings are checked f. DC Protection settings are checked g. Input and Output Frequency and Voltage Bandwidth settings are checked h. Verify DC filter capacitance i. Verify AC tank and trap filter capacitance j. Power Supply voltages and waveforms k. Update firmware as necessary with customer approval(parts if required are included at no charge under service agreements with full parts coverage, otherwise billable) I. Evaluate Field Service Bulletins (FSBs)for potential updates (parts if required are included at no charge under service agreements with full parts coverage, otherwise billable) 3. External Operating Parameters a. System Input Voltages (all phases) b. System Input Currents (all phases) c. DC Charging Voltages (float and equalize), record settings, adjust to nominal d. Rectifier phase on and walk up e. Inverter phase on and walk up Scope of Work Attachment R-2 Revision 10/14 Page 1 of 2 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 12 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F i .T*N Powering Business Worldwide f. Adjust all panel meters to measured values g. System Bypass Voltages (all phases) h. Manual and UV Transfer Testing, verify uninterrupted transfer waveform (if applicable) i. Outage simulation, and battery capability testing, and verify charger current limit j. Generator operation and interface verification (if applicable) 4. Environmental Parameters a. UPS area ambient temperature and condition of ventilating equipment b. General Cleanliness of UPS Power Module c. General Cleanliness of UPS area d. Replace air filters as applicable and necessary (parts if required are included at no charge under service agreements with full parts coverage, otherwise billable) e. Clean outside of UPS including control panel/CRT screen f. Flywheel only: Drain oil and change oil and filters NOTE: One (1) oil and filter change per year. 5. Battery Cabinet Checks a. General appearance of Battery System (all types) b. General cleanliness of Battery System area (all types) c. Inspect cells for physical abnormalities d. Inspect all DC connections for abnormalities e. Battery System area ambient temperature and condition of ventilating equipment f. For internal batteries only measure and record: i. Overall battery float voltage ii. Charger output current and voltage iii. Negative terminal temperature of one cell/battery per battery cabinet shelf or rack tier iv. Momentary load testing of cells < 100 watts (e.g. 9E, 9x55, not 9330) 6. Monitoring System Parameters a. Alarm archive review and printing b. Alarm lamp test-local and remote (if applicable) c. Replace all open monitor bulbs d. If work is completed under a PowerTrust Ultra contract, inspect battery monitoring system e. Review Battery Test in history(if applicable) 7. General a. Customer Consultation b. Verbal Recommendations c. General Observations Following the Preventive Maintenance inspection, a written report will be provided detailing the results of the inspection, and making specific recommendations toward future remedial action, upgrades, or sparing. Eaton and PowerTrust are trade names,trademarks,and/or service marks of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-2 Revision 10/14 Page 2 of 2 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 13 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F k .T* Powering Business Worldwide Eaton ProActive Service Plan Scope of Work (SOW) Attachment R-6 The terms and conditions in this SOW are in addition to and are incorporated by reference into the T-0 Service Agreement—Terms and Conditions ("Service Agreement"). Terms that are capitalized in this SOW shall have the same meaning ascribed to them in the Service Agreement, unless stated otherwise in this SOW. In case of any conflict between this SOW and the Service Agreement, the terms and conditions of this SOW shall control. This SOW 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 PredictPulse Tech Equipment Type Maintenance Preventive Preventive Remote Support Discounts Coverage Maintenance Maintenance Monitoring Eaton UPS Yes Yes No Yes Yes Yes Eaton DC Yes Yes No No Yes Yes Eaton Yes Yes No No Yes Yes PDU/PDR/RPP/STS Flywheel Yes Yes No No Yes Yes Non Eaton Yes Yes No No Yes No equipment(MVS) 1. Electronics Corrective Maintenance Coverage: Inspection and repair of the electronic portion of the UPS (or other equipment type), or"Power Module" shall be performed as needed during the contracted period of maintenance at no extra charge to Customer. 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 Customer maintains Eaton spare parts at the maintenance site, Contractor may, at its option, use those spare parts in the performance of Corrective Maintenance and shall replace the spare parts, which it so uses, at no cost to the Customer. Exclusions: certain wear parts are excluded from electronics corrective coverage including 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 have a special policy on capacitor replacements: DC electrolytic capacitors are eligible for inspection and repair at no extra charge (excludes oil filled AC and DC capacitors). In the 9390 and 9395 models, only the oil filled AC and DC capacitors will be recommended for replacement cycles. 2. Electronics Preventive Maintenance: One (1) annual 7x24 UPS(or other equipment type) Power Module Preventive Maintenance—Calibration of all metering and protective features. Functional testing of all transfer conditions. Inspection of online performance and equipment history. Examination of interfaces to other Powertrain equipment.Visual check on batteries and battery environment. Written evaluation providing a record of equipment performance. A Scope of Work Attachment R-6 Revision 11/15 Page 1 of 2 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 14 of 20 DocuSign Envelope ID: 3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F I .T*N Powering Business Worldwide Contractor will perform the Preventive Maintenance at the time requested by Customer during the CPM. For Flywheel: major maintenance is excluded and is sold separately upon request per recommended interval. See Attachment R-2, UPS Power Module Preventive Maintenance Scope of Work. 3. Battery Corrective Maintenance Coverage (Limited to 9155 UPS and BladeUPS): Inspection and repair of the internal battery portion of the UPS (or other equipment type), or"Internal Battery" shall be performed as needed during the contracted period of maintenance at no extra charge to Customer. Remedial maintenance provided by Contractor shall include, and be expressly limited to, maintenance to the Internal Battery, travel expenses, all necessary parts replacement, adjustments and repairs. External battery coverage, if applicable, must be purchased separately if external batteries or battery cabinets exist. 4. PredictPulseTm Remote Monitoring & Management Service-Contractor will provide remote monitoring service of subscribed Customer Equipment. The PredictPulse TM remote monitoring service includes the collection of status, alarm, and performance information and data from network-connected Covered Equipment, and the analysis and monitoring of such information and data to provide alarm notifications and reports to Customer. See Attachment R-32, PredictPulse Remote Monitoring Service Scope of Work. 5. 7x24 Technical Support: technical support via telephone or email to Contractor shall be available to answer product or support questions. 6. Customer Web Account Access: Contractor will provide Customer with web-based access to account information and site service records. Access will be password restricted for maximum security of Customer records. A history of service performed, as well as scheduled service calls will be available. 7. Discounts on spare part kits and upgrades: Contractor will provide a 30% discount on time and material services like standby scheduled service (battery replacements, recertification and custom quoted ((fixed price)) services are ineligible for discounts), optional spare part kits (not individual parts)and any field upgrade or modification performed by Eaton. Spare part kits are defined as an "A", "B", "C" or"D" level spare kit comprising between 80% and 10% of the replaceable parts for a specific Eaton product. The Customer 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 Customer shall, unless otherwise specified in the Service Agreement, maintain the Battery System in strict accordance with the Battery System manufacturer's recommended maintenance guidelines. PredictPulse is a trademark of Eaton Corporation and Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-6 Revision 11/15 Page 2 of 2 First Amendment to Fort Worth City Secretary Contract No.53105 Page 15 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A IF mi Powering Business Worldwide Eaton PredictPulse TM Remote Monitoring Service Scope of Work (SOW) Attachment R-32 The terms and conditions in this SOW are in addition to and are incorporated by reference into the T-0 Service Agreement—Terms and Conditions ("Service Agreement"). Terms that are capitalized in this SOW shall have the same meaning ascribed to them in the Service Agreement, unless stated otherwise in this SOW. In case of any conflict between this SOW and the Service Agreement, the terms and conditions of this SOW shall control. DEFINITIONS. The following terms shall have the following meanings whenever used in this SOW: "PredictPulse Service" means Contractor's PredictPulse TM remote monitoring service, which includes the collection of status, alarm, and performance information and data from network-connected Covered Equipment, and the analysis and monitoring of such information and data to provide alarm notifications and reports to Customer and/or its Users. "Equipment Data" means all Covered Equipment status, alarm, and performance information and data that is collected, analyzed, generated, displayed, and reported in connection with the PredictPulse Service and all information and data about Customer's and/or its Users' use of, and interaction with, the PredictPulse Service. For avoidance of doubt, Equipment Data does not include any Personal Data or any information or data relating to the identity of Customer, which would specifically link or associate Customer with such Covered Equipment status, alarm, and performance data or such use and interaction data. "Customer Equipment Data" means Equipment Data combined with any information or data that is inputted into the PredictPulse Service by a User relating to the identity of Customer, which specifically links or associates Customer with the Equipment Data. "Personal Data" means all personally identifiable information and data relating to employees or agents of Customer, Users, or other individuals, including without limitation, the name, title, employer, address(es) (residential and/or business), email address(es) (personal and/or business), and phone number(s) (personal and/or business) of such employees, Users, and other individuals, which is inputted into the PredictPulse Service by Users. "User" means any individual who uses or accesses the PredictPulse Service on Customer's behalf or through Customer's account or passwords, whether authorized or not. 1. PredictPulse Service Description and Customer Requirements 1.1 Contractor will provide the PredictPulse Service on subscribed Covered Equipment. The PredictPulse Service shall include alarm notifications via a dashboard, mobile application, and monthly report summarizing alarms and Equipment Data. a. Access to the PredictPulse Service shall be from Contractor's web portal and include Covered Equipment status, alarms, reports and service history. b. Contractor's obligation shall be to enable enrollment in the PredictPulse Service by Customer, validation of the PredictPulse Service, and to notify Customer contact when a critical alarm occurs. c. Contractor will remotely diagnose critical alarms and if appropriate, resolve emergency events as if Customer has requested Covered Equipment Service, enabling Contractor to arrive at the location of the Covered Equipment per the contracted CPM hours. If subscribed Scope of Work Attachment R-32 Revision 11/15 Page 1 of 3 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 16 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A IF.T*N Powering Business Worldwide Covered Equipment has no contracted Covered Equipment Service coverage other than the PredictPulse Service, Contractor's obligation will solely be to notify Customer contact when a critical alarm occurs. d. Display and availability Equipment Data will vary and depend on the Covered Equipment, connectivity equipment and access to Customer provided network. 1.2 The PredictPulse Service will only be available if Customer provides and supports a CAT5 LAN/Ethernet cable connected to Customer's email server or equivalent network (along with necessary network configuration information (including IP addresses)to facilitate connectivity). 1.3 Covered Equipment will continue to transmit Customer Equipment Data to Contractor until Customer disconnects or disables the network connection. Upon termination of the PredictPulse Service, Customer is responsible for disconnecting or disabling any Covered Equipment from Customer's network connection. Contractor will not be responsible for notifying or reminding Customer that it must disconnect or disable any Covered Equipment from Customer's network connection after termination of the PredictPulse Service. Contractor will continue to own the Equipment Data and not incur any liability as a result of Customer's failure to disconnect or disable any Covered Equipment from the network connection. 1.4 Customer shall register at www.my.eaton.com with a valid email address, self-maintain a complex password, and contact information in order to access the PredictPulse Service. 1.5 Connectivity Equipment Excluded—Customer shall be responsible for purchasing and/or upgrading compatible connectivity equipment required to support the PredictPulse Service. 1.6 Parts and labor coverage for all Covered Equipment is separate from the PredictPulse Service. 2. Data 2.1. Unless it receives Customer's prior written consent, Contractor: (a) shall not disclose to third parties or publish Customer Equipment Data and (b) shall not intentionally grant any third party access to Customer Equipment Data. Notwithstanding the foregoing, Contractor may disclose Customer Equipment Data as required by applicable law or by proper legal or governmental authority. Contractor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense. 2.2. Contractor shall own all Equipment Data and all results from processing such data, including without limitation, compilations and derivative works of such data. Contractor may use such Equipment Data for any purpose, including without limitation, for data mining, analysis and trending purposes, and may disclose Equipment Data to third parties without Customer's consent for any purpose, including without limitation, for comparison and reliability reporting. 2.3. Contractor collects Personal Data from Users of the PredictPulse Service for the purpose of allowing Eaton to provide the PredictPulse Service to Customer. Contractor does not sell Personal Data disclosed to it through the PredictPulse Service, but it may transfer such Personal Data outside of the United States and share the information with third parties that Contractor retains to provide services on its behalf and to Contractor's sales representatives, which include third parties. In addition, Contractor may disclose Personal Data it collects as required by law, an arbitral body, a court of competent jurisdiction, a law enforcement agency, or any other government agency, and may disclose personal information it collects when it believes it is appropriate to prevent physical or financial loss or in connection with an investigation of suspected or actual illegal activity. If a User desires to withdraw its consent to Contractor's use of his/her Personal Data in connection with the PredictPulse Service, such User can submit a request to Contractor to remove his/her Personal Data from the PredictPulse Service at the following email address: iam aaeaton.com or auto link mailto:iam@eaton.com, specifying removal of your Personal Data from the PredictPulse Service. Following receipt of such request, Contractor will remove all of such User's Personal Data from the PredictPulse Service. If a User withdraws his/her consent to Contractor's Scope of Work Attachment R-32 Revision 11/15 Page 2 of 3 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 17 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A Fa Powering Business Worldwide use of Customer's Personal Data as described in this Agreement, Contractor may terminate such User's Customer's access to the PredictPulse Service. To the extent that a User inputs or otherwise provides in the PredictPulse Service the Personal Data of another individual, whether or not an employee of Customer or whether or not such individual is another User of the System ("Other Individual"), Customer represents that it has obtained such Other Individual's prior written consent to: 1) allow such User to input such Other Individual's Personal Information into the PredictPulse Service and 2)the foregoing Personal Data privacy terms. Customer shall have sole responsibility for any violation of privacy laws as a result of its failure to obtain the Other Individual's prior written consent as described in the preceding sentence. 2.4. Contractor makes no warranty regarding, and has no obligation with respect to, the accuracy, completeness, or omissions of any Customer Equipment Data or any report, alarm, notification, or recommendation generated or not generated by the PredictPulse Service based on the Customer Equipment Data. Customer must use reasonable judgment in interpreting this data and information, and contact his or her local Eaton sales representative or Contractor Technical Support with any questions. 2.5. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the PredictPulse Service, Customer assumes such risks. To the extent permitted by law, Contractor offers no representation, warranty, or guarantee that Customer Equipment Data and/or Personal Data will not be exposed or disclosed through errors or the actions of third parties. 3. Customer Restrictions 3.1. Customer shall not: (a) use the PredictPulse Service for any purpose other than for its intended purpose or otherwise misuse the PredictPulse Service; (b) provide PredictPulse Service passwords or other log-in information to any third party; (c) share non-public PredictPulse Service features or content with any third party; (d) access the PredictPulse Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the PredictPulse Service, or to copy any ideas, features, functions or graphics of the PredictPulse Service; (e) attempt to penetrate or disable any security system, or intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of the PredictPulse Service, including without limitation any computer, communications system, or website associated therewith; or(f) attempt to access or otherwise interfere with the accounts of other users of the PredictPulse Service. In the event that it suspects any breach of the requirements of this Section 3.1, including without limitation by Users, Contractor may suspend Customer's use of the PredictPulse Service without advanced notice, in addition to such other remedies as Contractor may have. This Agreement does not require Contractor to take any action against Customer or any User or other third party for violating this Section 3.1 or this Agreement, but Contractor is free to take any such action it sees fit. PredictPulse and Eaton are trademarks of Eaton Corporation. Scope of Work Attachment R-32 Revision 11/15 Page 3 of 3 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 18 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E ;Xhlblt A F i ®T,N Powering Business Worldwide Eaton Ancillary Device Parts and Labor Coverage Scope of Work Attachment R-10 If Customer has purchased Corrective Maintenance Coverage for the UPS "Power Module" and ancillary devices are directly connected to the covered equipment, parts and labor coverage may extend to the ancillary device based on the device type. "Directly connected" is defined as electronically controlled or interfaced to a Power Module. Ancillary devices may be eligible for optionally purchased parts and labor coverage. Regardless of ancillary device parts and labor coverage, preventive maintenance of these ancillary devices is limited to inspection and testing via an optionally purchased UPS Power Module (or other device) preventive maintenance scope of work. There shall be no separate field activity report beyond the relevant comments from the UPS preventive maintenance report(FAR). Covered ancillary device types (if connected to covered equipment, these devices assume parts and labor coverage of covered equipment): • SBM (System Bypass Module), which includes UL 1778"Uninterruptible Power Systems"version —Ancillary coverage includes static switch but only if parts and labor coverage is purchased on all associated UPS modules • SSBM (Switchboard System Bypass Module), which includes UL 891 "Switchboards" version or UL1558"Metal-Enclosed Low-Voltage Power Circuit Breaker Switchgear" version—Ancillary coverage includes static switch but only if parts and labor coverage is purchased on all associated UPS modules • MBP—Maintenance Bypass Panel • IAC—Integrated Accessories Cabinet • Remote monitor panel • Hot Tie • Parallel cabinet • Battery cabinet and battery breakers (excludes battery jars, cells or battery parts) Covered components within covered ancillary devices shall include the electronic control portion designed and built by Eaton (Powerware series)for metering, monitoring, and controls for transferring of loads. Items covered include logic boards, power supplies, relays, and control circuitry, SSBM displays, Hot-Tie Display and programmable logic controllers (PLC). Excluded components within covered ancillary devices shall be: circuit breakers, power quality metering, transient voltage surge suppressors (TVSS), metering and switches, non-UPS operation related control circuitry, non-UPS operation related programmable logic controllers (PLC). Excluded ancillary device types (parts and labor coverage may be optionally purchased): • Batteries (EBM, EBC) • Battery Monitoring Systems • IDC—Integrated Distribution Cabinet • Switchgear(coverage not available for purchase) • Standalone STS—Static Transfer Switch device (e.g., Cyberex Switch) • PDU—Power Distribution Unit Scope of Work Attachment R-10 Revision 2/15 Page 1 of 2 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 19 of 20 DocuSign Envelope ID:3954C613-5939-43E6-9C72-5DA05AB7895E Exhibit A F A .T*N Powering Business Worldwide • PDR—Power Distribution Rack • RPP—Remote power Panel • EMS-UGK • Battery Disconnect Circuit Breaker • Flywheel • ATS/MTS—Automatic or Manual Transfer Switch • TVSS—Transient Voltage Surge Suppressor • PFC—Power Factor Correction • ePDU • Racks and cabinets • Software (e.g., Foreseer) Eaton is a trade name,trademark and/or service mark of Eaton Corporation or its subsidiaries and affiliates. Scope of Work Attachment R-10 Revision 2/15 Page 2 of 2 First Amendment to Fort Worth City Secretary Contract No. 53105 Page 20 of 20