HomeMy WebLinkAbout065008 - General - Contract - Vertiv CorporationCSC No. 65008
FORT WORTH.
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth ("City,") a Texas home rule municipality, and Vertiv Corporation
("Vendor,") an Ohio corporation acting by and through its duly authorized representative. City and
Vendor are each individually referred to herein as a "party" and collectively referred to as the
"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Vertiv Maintenance Agreement; and
3. Exhibit B — Signature Verification Form.
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all
purposes. In the event of any conflict between the incorporated Exhibits, the terms and conditions
of this Agreement shall control.
1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to
provide the City with annual repairs and maintenance for uninterruptible power supply units at
seven (7) City facilities. Specifically, Vendor will perform all duties outlined and described in the
Vertiv Maintenance Agreement, which is attached hereto as Exhibit "A" and incorporated herein
for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition, Vendor
shall perform the Services in accordance with all applicable federal, state, and local laws, rules,
and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and
conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City
Manager below (`Effective Date") and shall expire on October 1, 2026 ("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 up to four (4) one-year renewal option(s), each a
"Renewal Term," at the mutual agreement of the Parties. 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. Compensation. The City shall pay Vendor an amount not to exceed one hundred
thousand dollars and zero cents ($100,000.00) in accordance with the provisions of this
Agreement. Annual payment to the Vendor shall be made in accordance with the pricing set forth
in Exhibit A, including rates for any Renewal Terms as reflected in the quotes incorporated within.
OFFICIAL RECORD
Vendor Services Agreement — Technology CITY SECRETARY Page 1 of 17
FT. WORTH, TX
Vendor shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City
shall not be liable for any additional expenses of Vendor not specified by this Agreement unless
the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within
thirty (30) days from the date of such invoice. Vendor shall have the right to suspend performance
if payment is not made when due. The City shall not accept pay -when -paid, retention, or price
warranties. Vendor will charge prevailing labor rates for additional work, comply only with its
Code of Conduct, and adhere to the City's reasonable site requirements.
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at
any time and for any reason by providing the other party with 30 days written notice of
termination.
4.2. Breach. If either parry commits a material breach of this Agreement, the
non -breaching Party must give written notice to the breaching party that describes the
breach in reasonable detail. The breaching parry must cure the breach ten (10) calendar
days after receipt of notice from the non -breaching party, or other time frame as agreed to
by the parties. If the breaching party fails to cure the breach within the stated period of
time, the non -breaching party may, in its sole discretion, and without prejudice to any other
right under this Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by the City in any fiscal period for any payments due hereunder, the City will
notify Vendor of such occurrence and this Agreement shall terminate on the last day of the
fiscal period for which appropriations were received without penalty or expense to the City
of any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide the
This City with services requested by the City and in accordance with this Agreement up to
the effective date of termination. Upon termination of this Agreement for any reason,
Vendor shall provide the City with copies of all completed or partially completed
documents prepared under this Agreement. In the event Vendor has received access to City
information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to the City in a machine-readable format or other format deemed
acceptable to the City.
Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to
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Vendor's services under this Agreement. In the event that any conflicts of interest arise after
the Effective Date of this Agreement, Vendor hereby agrees immediately to make full
disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use
products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's
provision of services under this Agreement shall not be grounds for the City to have or
obtain any rights in such proprietary products, materials, or methodologies unless the
parties have executed a separate written agreement with respect thereto. Vendor, for itself
and its officers, agents and employees, agrees that it shall treat all information provided to
it by the City ("City Information") as confidential and shall not disclose any such
information to a third parry without the prior written approval of the City.
5.3. Public Information Act. City is a government entity under the laws of the
State of Texas and all documents held or maintained by City are subject to disclosure under
the Texas Public Information Act. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General
of the State of Texas or by a court of competent jurisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in
a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Vendor shall notify the City immediately if
the security or integrity of any City information has been compromised or is believed to
have been compromised, in which event, Vendor shall, in good faith, use all commercially
reasonable efforts to cooperate with the City in identifying what information has been
accessed by unauthorized means and shall fully cooperate with the City to protect such
information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after
final payment under this Agreement, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of the Vendor involving
transactions relating to this Agreement at no additional cost to the City. Vendor agrees that
the City shall have access during normal working hours to all necessary Vendor facilities
and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Vendor not less than 10
days written notice of any intended audits.
6.2. Vendor further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall, until
expiration of three (3) years after final payment of the subcontract, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and
records of such subcontractor involving transactions related to the subcontract, and further
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that City shall have access during normal working hours to all subcontractor facilities and
shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor not less
than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall
operate as an independent contractor as to all rights and privileges granted herein, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its
operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Vendor. It is further understood that the City shall in no way be
considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants,
employees or subcontractors of Vendor shall be entitled to any employment benefits from the City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. IN NO EVENT SHALL
EITHER PARTY- VENDOR BE LIABLE FOR INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION, LOSS OF USE, DATA, PROFIT, OR REVENUE,
BUSINESS INTERRUPTION, OR LOSS OR DAMAGE TO PROPERTY OR
EQUIPMENT, EVEN IF THE VENDOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. In no event shall the Vendor have any liability
for damages caused by delay in performance or damages in excess of the purchase
price paid for the products or services.
8.2. INDEMNIFICATION. Vendor agrees to indemnify, hold harmless and
defend City against any third party claims for personal injury, death or tangible
property damage to the extent resulting from Vendor's negligence, reduced to the
extent of any other party's negligence, provided Vendor is provided reasonable notice
regarding such claim and has the sole right to select and direct counsel and settle the
claim.
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8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section
8C each individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
8.3.2. In the event (i) such Deliverables are held to infringe such a U.S.
patent or copyright in such suit, and the use of such Deliverables is enjoined,
or (ii) a compromise or settlement is made by Vendor, Vendor shall have the
right, at its option and expense, to procure for City the right to continue using
such Deliverables, or replace them with non -infringing Deliverables, or modify
same to become non -infringing, or grant City a credit for the depreciated value
of such Deliverables and accept return of them. In the event of the foregoing,
Vendor may also, at its option, cancel the agreement as to future deliveries of
such Deliverables, without liability. Except as otherwise provided herein,
Vendor or applicable third party licensor to Vendor maintains all right, title
and interest in and to the intellectual property in the Deliverables.
8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
and expense, including the payment of attorney's fees, any claim or action
against the City for infringement of any patent, copyright, trade mark, service
mark, trade secret, or other intellectual property right arising from City's use
of the Deliverable(s), or any part thereof, in accordance with this Agreement,
it being understood that this agreement to indemnify, defend, settle or pay shall
not apply if the City modifies or misuses the Deliverable(s). So long as Vendor
bears the cost and expense of payment for claims or actions against the City
pursuant to this section 8, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall
have the right to fully participate in any and all such settlement, negotiations,
or lawsuit as necessary to protect the City's interest, and City agrees to
cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement,
the City shall have the sole right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Vendor shall fully participate and
cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, the
City's assumption of payment of costs or expenses shall not eliminate Vendor's
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duty to indemnify the City under this Agreement. If the Deliverable(s), or any
part thereof, is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor shall, at its own expense and as City's sole remedy, either:
(a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non -infringing Deliverable(s) at no
additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City
may seek any and all remedies available to City under law. VENDOR'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10
OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants
consent to an assignment, the assignee shall execute a written agreement with the City and
the Vendor under which the assignee agrees to be bound by the duties and obligations of
Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all
obligations under this Agreement prior to the assignment. If the City grants consent to a
subcontract, the subcontractor shall execute a written agreement with the Vendor
referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Vendor under this Agreement as such duties and obligations
may apply. The Vendor shall provide the City with a fully executed copy of any such
subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company
that is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of $2,000,000 per occurrence;
$4,000,000 aggregate; or
10.1.1.2. Combined limit of $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow -form provision and shall include
coverage for personal and advertising injury.
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10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in
providing services under this Agreement, including owned, non -owned, or hired
vehicles, with a combined limit of $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of
$1,000,000 per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of $2,000,000 per occurrence;
$4million aggregate or
10.1.5.2. Combined limit of $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow -form provision and shall include
coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology
Liability policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with
final adjudication language;
10.1.5.3.5. Technology coverage may be provided
through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is
exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that
legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole
responsibility of the Vendor. Coverage shall be claims -made, with a
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retroactive or prior acts date that is on or before the effective date of
this Agreement. Coverage shall be maintained for the duration of
the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance,
or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained
all required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the
City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall
immediately desist from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives,
assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that
in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law.
If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its
personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume
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such liability and to indemnify and defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other parry, its
agents, employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other parry by United States Mail,
registered, return receipt requested, addressed as follows:
TO CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With Copy to the City Attorney
at same address
TO VENDOR:
Vertiv Corporation
Attn: Legal Department
505 N. Cleveland Avenue
Westerville, OH 43082
14. Solicitation of Employees. Neither the City nor Vendor shall, during the term of
this Agreement and additionally for a period of one year after its termination, solicit for
employment or employ, whether as employee or independent contractor, any person who is or has
been employed by the other during the term of this Agreement, without the prior written consent
of the person's employer. This provision shall not apply to an employee who responds to a general
solicitation or advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this
Agreement, the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a
waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any
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delay or omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, epidemics or pandemics, material or labor restrictions by any governmental authority,
transportation problems, restraints or prohibitions by any court, board, department, commission,
or agency of the United States or of any States, civil disturbances, other national or regional
emergencies, and/or any other similar cause not enumerated herein but which is beyond the
reasonable control of the Party whose performance is affected (collectively "Force Majeure
Event"). The performance of any such obligation is suspended during the period of, and only to
the extent of, such prevention or hindrance, provided the affected Party provides notice of the
Force Majeure Event, and an explanation as to how it hinders the party's performance, as soon as
reasonably possible, as determined in the City's discretion, after the occurrence of the Force
Majeure Event. The form of notice required by this section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for
reference purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party
hereto unless such amendment is set forth in a written instrument, and duly executed by an
authorized representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and
any documents incorporated herein by reference, contains the entire understanding and agreement
between the City and Vendor, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and
each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall
together constitute one and the same instrument. An executed Agreement, modification,
amendment, or separate signature page shall constitute a duplicate if it is transmitted through
electronic means, such as fax or e-mail, and reflects the signing of the document by any party.
Duplicates are valid and binding even if an original paper document bearing each party's original
signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional
quality and conform to generally prevailing industry standards. Subject to the limitations set forth
above, Vendor's standard warranty that is applicable to the Services at the time of performance is
the only warranty applicable to the performance of Vendor's Services and its terms, conditions,
and limitations are incorporated by reference herein. City must give written notice of any breach
of this warranty within thirty (30) days from the date that the services are completed. In such
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event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform
the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to
Vendor for the nonconforming services. EXCEPT AS SPECIFIED ABOVE, SERVICES
FURNISHED HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY
WHATSOEVER. THE WARRANTY SET FORTH IN THIS SECTION IS THE SOLE AND
EXCLUSIVE WARRANTY GIVEN BY VENDOR WITH RESPECT TO THE SERVICES AND
IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
26. Network Access.
26.1. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel, requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"), National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
27. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
28. Informal Dispute Resolution. Except in the event of termination pursuant to Section
4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall first
attempt to resolve the matter through this dispute resolution process. The disputing party shall notify
the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The
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notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within
ten (10) business days of receipt of the notice, both parties shall commence the resolution process and
make a good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out
of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60)
days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-
binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of
both parties in accordance with the Industry Arbitration Rules of the AmericanArbitration Association
or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the
parties. Each party shall be liable for its own expenses, including attorney's fees; however, the
parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute
through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to
resolve a dispute in accordance with this informal dispute resolution process, the parties agree to
continue without delay all of their respective duties and obligations under this Agreement not
affected by the dispute. Either party may, before or during the exercise of the informal dispute
resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies
that Vendor's signature provides written verification to City that Vendor: (1) does not boycott
Israel, and (2) will not boycott Israel during the term of the Agreement.
30. Reporting Requirements.
30.1. For purposes of this section, the words below shall have the following
meaning:
30.1.1. Child shall mean a person under the age of 18 years of age.
30.1.2. Child pornography means an image of a child engaging in sexual
conduct or sexual performance as defined by Section 43.25 of the Texas Penal
Code.
30.1.3. Computer means an electronic, magnetic, optical, electrochemical,
or other high-speed data processing device that performs logical, arithmetic, or
memory functions by the manipulations of electronic or magnetic impulses and
includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
Vendor Services Agreement — Technology Page 12 of 17
30.1.4. Computer technician means an individual who, in the course and
scope of employment or business, installs, repairs, or otherwise services a computer
for a fee. This shall include installation of software, hardware, and maintenance
30.2. Reporting Requirement. If Vendor meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement,
views an image on a computer that is or appears to be child pornography, Vendor shall
immediately report the discovery of the image to the City and to a local or state law
enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited
Children. The report must include the name and address of the owner or person claiming a
right to possession of the computer, if known, and as permitted by law. Failure by Vendor
to make the report required herein may result in criminal and/or civil penalties.
31. Signature Authority. The person signing this agreement hereby warrants that
he/she has the legal authority to execute this agreement on behalf of the respective party, and that
such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by
any authorized representative of Vendor whose name, title and signature is affixed on the
Verification of Signature Authority Form, which is attached hereto as Exhibit "B" and incorporate
herein by reference. Each party is fully entitled to rely on these warranties and representations in
entering into this Agreement or any amendment hereto.
32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4
(Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6
(Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
33. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
34. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification from the
company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
Vendor Services Agreement — Technology Page 13 of 17
against a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chap-
ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-
nature provides written verification to the City that Contractor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
35. Service Data Collection Rights. Vendor warrants it will not have access to personal
information. The equipment has software embedded/incorporated in the unit being serviced to col-
lect diagnostic data which is recorded during onsite in person visits/installation/service calls to
provide services.. No data is automatically transmitted to Vertiv. By executing this Agreement, City
grants Vendor written permission to collect and use non -personal service level data for providing
maintenance services and predictive diagnostics. Vendor shall not sell City's service data to third
parties for commercial purposes. Vendor shall maintain reasonable security measures to protect
collected data.
36. Electronic Signatures. This Agreement may be executed by electronic signature,
which will be considered as an original signature for all purposes and have the same force and
effect as an original signature. For these purposes, "electronic signature" means electronically
scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signa-
ture, or signatures electronically inserted via software such as Adobe Sign.
37. Entirety of Agreement. This Agreement contains the entire understanding and
agreement between City and Vendor, their assigns and successors in interest, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement — Technology Page 14 of 17
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND
AGREED:]
City:
By;
0401G
Dianna Giordano (Apr 10, 2026 11:25:02 CDT)
Vertiv Corporation
By: h T�.�,c4,rm n _
Name:
Title:
Date:
Dianna Giordano
Assistant City Manager
04/10/2026
Name:
Grant Thurmond
Title:
Senior Contract Analyst
Date:
04/03/2026
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name:
Title:
Kevin Gunn
Director, IT Solutions
Approved as to Form and Legality:
CandA'rw PagCi a
By C-d— Pagliara (Apr 10, 202110D0:03 CDT)
Name: Candace Pagliara
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C: N/A
Approval Date: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person re-
sponsible for the monitoring and administration of
this contract, including ensuring all performance
and reporting requirements.
By: Lawrence Crockett (Apr 8, 2026 09:29:59 CDT)
Name: Lawrence Crockett
Title: Sr. IT Solutions Manager
City Secretary: a„
p'o,Rr%°a
a Vo,
By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement — Technology Page 15 of 17
EXHIBIT A
VERTIV MAINTENANCE AGREEMENT
(Attached)
Maintenance Term
Vertiv Quote No.
Start Date
End Date
Renewal Cost
(all sites)
Year 1
CPQ-941433-01
January 1, 2026
December 31, 2026
$ 74,568.23
Year 2
CPQ-941433-02
January 1, 2027
December 31, 2027
74,568.23
Year 3
CPQ-941433-03
January 1, 2028
December 31, 2028
80,533.73
Year 4
CPQ-941433-04
January 1, 2029
December 31, 2029
80,533.73
Year 5
CPQ-941433-05
January 1, 2030
December 31, 2030
$ 86,976.45
Vendor Services Agreement — Exhibit A Page 16 of 17
ONE YEAR MAINTENANCE AGREEMENT - CITY OF FORT WORTH
1/1/2026 THROUGH 12/31/2026
YEAR 1 OF 5
Dear Laura McClean,
10/30/2025 Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.
CITY OF FORT WORTH
2521 HWY 114 As the rate of change and complexity in your data center increases, Vertiv is the dedicated
FORT WORTH, TX, 76177 partner that you need to help you achieve your goals.
CPQ-941433-1 Please complete all required fields on the signature page and attach your Purchase Order to
assist timely order processing. Should you have any questions regarding the proposal, feel
free to contact me directly at (469) 467-4062. 1 look forward to your response and the
Phone: 817-392-5584 opportunity to work together to improve your data center investment.
Email:
Laura. McClean(a�fortworthtexas.gov
Sincerely,
Bonnie Morris
717 Taylor Drive
Plano TX 75074
PHONE (469) 467-4062
EMAIL bmorris(aMplan.com
Order CPQ-941433-1
CPQ-941433-01
Liebert UPS / Power / Battery Services:
• We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes,
knowledge of engineering specifications, current issues and how to fix them correctly.
• Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field
technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available, will
cover you.
• With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any
issue can be resolved in the least amount of time possible.
• To make sure we get the right part to the right place at the right time, we have the industry's most sophisticated parts logistics
system. No matter where you are in the US we also have a parts warehouse close to serve you.
• We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our
customers from liability. We care about your safety.
Standard Maintenance Contracts:
Site#: 1261224 ROANOKE
CITY OF FORT WORTH
2521 HWY 114
FORT WORTH, TX 76177
Tag #
Description
I Model #
Annual PM Qty.
Coverage Type
Coverage Amount
120081761
LAMARCHE RECTIFIER
I LMHR-10-48V-2-3
1 1
PM ONLY 8X5
$1,605.19
Item Sub Total Price: $1,605.19
Standard Maintenance Contracts:
Site#: 1261222 — BOLT STREET
CITY OF FORT WORTH
3000 W BOLT ST
FORT WORTH, TX 76110
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1659662
APM 45
NRC90CCSAOAOMl l
2
ESSENTIAL
$5,512.28
1659661
APM45-90PERIPH
NRMBOC9C4RAOC95
1
ESSENTIAL
$604.20
1659660
SEALED BATTERY
NRBP9RX1L1AOB20
4
ESSENTIAL
$7,529.32
Item Sub Total Price: $13,645.80
Standard Maintenance Contracts:
Site#: 1261221 — BURNETT PLAZA
CITY OF FORT WORTH
801 CHERRY ST
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1663706
SEALED BATTERY
37BP080XMXlBNL
4
PREFERRED
$9,537.24
1663705
NPOWER 65-80
37SA08000C6B342
2
PREFERRED
$11,656.12
1663707
MBC/SLIM LN CAB
37MB0800CC61L
1
PREFERRED
$1,294.28
Item Sub Total Price: $22,487.64
Standard Maintenance Contracts:
Site#: 1261223- TELECOM
CITY OF FORT WORTH
1515 11TH AVE
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
54075598
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
1630594
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
Item Sub Total Price: $3,682.96
Standard Maintenance Contracts:
Site#: 1198119 —WEST LAND 6
WESTLAND 6
10201 CHAPIN RD
ALEDO, TX 76008
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1599832
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1599833
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54090826
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54195033
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $7,365.92
Standard Maintenance Contracts:
Site#: 1147801-ROLLING HILLS
ROLLING HILLS WATER
2500 SE LOOP 820
FORT WORTH, TX 76140
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1604970
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1604971
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1604962
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54075172
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54090824
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54095096
APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $11,048.88
Standard Maintenance Contracts:
Site#: 1228815-NORTH BEACH
4705 RAY WHITE RD
FORT WORTH, TX 76248
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1612032
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1612033
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54090825
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54186065
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $7,365.92
Standard Maintenance Contracts:
Site#: 1162027-BERGH 2
BERGH 1
11149 TRINITY BLVD
EULESS, TX 76040
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1630611
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1630601
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54075597
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54095094
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $7,365.92
Services shall commence 01/01/2026 and shall be effective for 12/31/2026 .
Optional Testin_p Service — per site
Infrared Scan:
Infrared Thermography is an un-invasive and effective means of identifying potential problems before an incident or failure occurs by
detecting abnormal thermal rises in electrical, mechanical, or structural components within a facility. Infrared Thermography is
recommended by the Institute of Electrical and Electronics Engineers (IEEE), National Fire Protection Agency (NFPA) 70E, and more
insurance companies as part of a successful maintenance program on an annual basis.
• IR Scan takes place during regular business hours.
• Deliverables: report with location, description, and recommended solution with infrared and digital pictures of problem areas.
• The equipment list includes all components of UPS electrical system.
• Access covers/panels removed and reinstalled by customer, unless requested otherwise.
• Work performed by Vertiv Corporation.
Benefits of an IR Scan: Identify and deal with emerging problems early enough for maintenance to be performed, thus reducing
emergency repair and maintenance costs, avoiding costly, unscheduled downtime and business interruption, improving overall system
reliability, and extending the life of equipment.
Select Description Model #
Annual PM Qty. Coverage Type Coverage Amount
❑ INFRARED SCAN 1 DAY - 1 TECH - EXCEPTION IMAGES N 8X5 $2,971.20
• ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY CUSTOMER
❑ INFRARED SCAN 1 DAY - 2 TECHS - EXCEPTION IMAGES N 8X5 $5,601.60
ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY VERTIV
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
APM UPS ONLY
ESSENTIAL SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services on Vertiv UPS and
Vertiv internal batteries scheduled by the customer between 8am-5pm, Monday -Friday
(excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform a temperature check on all breakers, connections and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
Annual Service (includes the above, plus)
1. Check the inverter and rectifier snubbers for burned or broken wires.
2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
3. Check fuses on the DC capacitor deck for continuity (if applicable).
4. With customer approval, perform operational test of the system including unit transfer and battery discharge.
5. Calibrate and record all electronics to system specifications.
6. Check or perform Engineering Field Change Notices (FCN) as necessary.
7. Measure and record all low -voltage power supply levels.
8. Record phase -to -phase input voltage and currents.
9. Review system performance with customer to address any questions and to schedule any repairs.
10. Check power capacitors for swelling or leaking oil (if applicable).
11. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
12. Measure and record harmonic trap filter currents (if applicable).
Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only)
Semi -Annual Service
1. Inspect the appearance and cleanliness of the battery and the battery room.
2. Clean normal cell top dirt accumulation (to be done only with battery off line).
3. Measure and record the total battery float voltage and charging current.
4. Measure and record overall AC ripple current.
5. Measure and record overall AC ripple voltage.
6. Visually inspect the jars and covers for cracks and leakage.
7. Visually inspect for evidence of corrosion.
8. Measure and record ambient temperature.
9. Verify the condition of the ventilation equipment, if applicable.
10. Verify the integrity of the battery rack/cabinet.
11. Measure and record 100% of the cell temperatures.
12. Measure and record the float voltage of all cells.lMeasure and record all internal impedance readings.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
Annual Service (includes the above, plus)
1. Re -tighten all battery connections to the battery manufacturer's specifications, offline only.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
All battery checks are recorded through the Field DB reporting system. Only visual battery inspection and total battery voltages
are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through Field DB.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL SINGLE PHASE MODELS (EXCLUDES NFINITY)
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
1. Record the phase to phase and phase to neutral input voltages.
2. Perform a temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
3. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
4. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
5. Inspect for broken, brittle, damaged, or heat stressed components and cables.
6. Clean any foreign material and dust from internal compartments.
7. Perform a status check of alarm circuits.
8. Perform an operational test of the system including unit transfer and battery discharge.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Return the system to normal load and verify the output voltage. Calibrate as necessary.
11. Review system performance with customer to address any system questions.
Battery Full Preventive Maintenance Service
1. Check integrity of battery cabinet.
2. Visually inspect battery system for: swelling, leaks, loose foreign objects, overheated or corroded cables and connectors,
loose connections on batteries, and appropriate product labels related to safety and warning hazards.
3. Clean and neutralize cell tops as required.
4. Tighten all battery terminal connections to their proper specifications.
5. Measure and record DC bus ripple voltage.
6. Measure and record total battery float voltage.
7. Record room ambient temperature.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
PREFERRED SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer at
the customer's convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
■ The Customer is covered by an Essential or Preferred Contract.
• The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
■ Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
ESSENTIAL SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
• The Customer is covered by an Essential or Preferred Contract.
■ The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
PREFERRED SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer at the customer's
convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS
PREFERRED SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services, scheduled bythe
customer at the customer's convenience (excluding national holidays).
Response Time Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv's Service City.
Customer Support Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional Performed by Vertiv factory -trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.
VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE
Vertiv Customer Engineers (CEs) are the only authorized, factory- trained and OEM -supported service providers for Vertiv
equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance.
Using proprietary software PPvis'"', Paramset'", and Win$VTTM CEs apply Vertiv's knowledge base to diagnose,
configure and optimize your Vertiv equipment.
Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest
version of operational firmware to ensure equipment is running at optimal performance and efficiency levels.
Vertiv exclusively enables:
Access to OEM engineering support and product enhancements.
Optimized methods of procedure for efficient service supported by proprietary documentation.
Improved MTBR and MTTR.
Root cause forensic analysis.
Continual improvements with tested and certified updates for software and hardware improvements
throughout the equipment's lifecycle.
CEs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.
Benchmarking against the entire service population to identify service trends and provide solutions rapidly or
before they occur, reducing or eliminating customer events and outages.
- Vertiv Services CEs are trained in NFPA and OSHA best practices, and all processes and procedures strictly comply with
NFPA 70A and 70E industry standards.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Conduct diagnostic review with proprietary access to internal event logs.
6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
7. Measure and record the do float voltage at the UPS and at the battery
8. Measure and record the ripple voltage and current
Annual Service
1. Check power capacitors for swelling or leaking oil (if applicable).
2. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
3. Measure and record harmonic trap filter currents (if applicable).
4. Check the inverter and rectifier snubbers for burned or broken wires.
5. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
6. Check fuses on the DC capacitor deck for continuity (if applicable).
7. With customer approval, perform operational test of the system, including unit transfer and battery discharge.
8. Calibrate and record all electronics to system specifications.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Measure and record all low -voltage power supply levels.
11. Record phase -to -phase input voltage and currents.
12. Record real and apparent power for each phase.
13. Review system performance with customer to address any questions and to schedule any repairs.
Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Perform a visual inspection of the battery, battery cabinet or rack and battery room and note any
deficiencies and recommendations.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes batteries, air filters, proactive full bank capacitor and proactive full fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance
program for the battery system.
Modular designed UPS systems may have less accessibility to listed "if applicable" checks above due to the design and usage
of certain UPS systems.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and
coordination purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of
need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between
the parties, if any, shall apply.
Order Number: CPQ-941433-1
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082
FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Bonnie Morris
Attn: Bonnie Morris
Email: bmorris@tplan.com
Fax: (469) 467-4086
Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673
Please complete the following information (All fields are required):
Purchase Order Number:
Purchase Order attached: ❑ Yes 14 No
If PO NOT attached, please specify reason: To be issued once agreement is executed
Invoice Delivery Method: ❑ Web Billing (Attach Instructions)
❑ Mail ❑ Other
® Accounts Payable Email zz_IT_Finance_Purchasing @ fortworthtexas.gov
Billing Contact Person: IT Finance Purchasing Phone:
Email: zz_IT_Finance Purchasing@fortworthtexas.gov
City of Fort Worth
Bill -To Company Name: attn: IT Solutions Department
Federal Tax ID # 75-6000528
Tax Exempt: X Yes (Attach tax exempt certificate)
Fax #: N/A
Bill -To Address: 100 Fort Worth Trail
Bill -To City, ST zip: Fort Worth, TX 76102
Site Services/IT Contact Person: Phone:
■ ►s
* * COVERAGE DETAILS * *
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty (30) days, parts required to bring
equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call.
All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the
date of this Proposal unless otherwise noted. INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Seller's Terms and Conditions
located at term sconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties, in which case
the Terms and Conditions of the signed agreement shall govern. Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by
Buyer.
Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order
number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below.
Thank you for your business.
Proposed By:
8e4vn Rz MeV" 10/30/2025
Accepted By:
AV 04/10/2026
OII I , � I u I;,no ;. y, 10 2I'E I I. 5 111 COT
Bonnie Morris Date Buyer Signature Required Date
Dianna Giordano; Assistant City Manager
Printed Name Title Phone
Supplemental Billing Information
(included per quote requirements)
1. Vendor Registration.
1.1. Registration in the PeopleSoft Supplier portal is required for all suppliers regardless if
participating in bidding opportunities.
1.2. Once registered, the supplier is required to use the PeopleSoft Supplier Portal to keep their
information up-to-date and to notify the city immediately of any changes in key contact personnel
information, remit to addresses, and banking information.
1.3. A change in name because of a merger or other corporate restructuring is considered an
assignment because there is a different legal entity before and after the restructuring.
1.4. The City's written approval is generally required for changes to a supplier's name or
Taxpayer Identification Number and for any assignment of a city purchase order or other contract. This
requirement applies both to the assignment of a stream of payments from the city (including, but not limited
to, an accounts -receivable financing arrangements) as well as to the assignment of the entire agreement
(both the stream of payments and the supplier's service obligation).
1.5. The city will not issue payment to a different name or different Taxpayer Identification
Number until all required forms and documentation have been submitted and approved. The city is not
responsible for late charges or service stoppages resulting from a supplier's delay or failure in submitting
required forms and documentation in a timely manner.
1.6. If you have any questions about the registration process or maintenance of your
information, please email the vendor registration administrator at
FTW—ERP—Vendor—MGMT@fortworthtexas.gov.
1.7. If the name of your firm changes, do not attempt a name change update in this system. You
must email the Vendor Management Team at FTW_ERP_Vendor_MGMT@fortworthtexas.gov to
coordinate a name change.
2. Standard Invoicing Requirements.
2.1. Vendor must provide the City with a readable invoice no later than (i) 15 days after the end
of the prior month or (ii) 15 days after receiving a purchase order for annual services summarizing (i) the
Service(s) that have been completed or ordered; (ii) purchase order number, and (iii) requesting payment.
If the City requires additional reasonable information, it will request the same promptly, in writing, after
receiving the above information, and the Vendor must provide such additional reasonable information in
writing, to the extent the same is available. Vendor must submit invoices to
Supplierinvoices@fortworthtexas.gov and zz_IT_Finance_Purchasing@fortworthtexas.gov. Invoices must
include the applicable City Department business unit number and complete City of Fort Worth Number (ex.
FW004-0000001234).
2.1.1. The Vendor shall submit corrected/revised invoices within seven (7) calendar days
after receiving written notice from the City for a corrected/revised invoice.
2.1.2. Unpaid invoices and/or appeals for service performed throughout the fiscal year
(October 1 - September 30) must be resolved within thirty (30) days of the City's new fiscal year. Vendor
shall provide its invoices for the last month of the City' s prior fiscal year (September 1-30) no later 10 days
after the start of the City' s new fiscal year (i.e. no later than October 10.) No previous year invoices will
be paid after October 30th of the current year.
Texas Sales and Use Tax Exemption Certification.
rFoa° 01-339 (Back)
(Rev.7-10/7)
Texas Sales and Use Tax Exemption Certification
This certificate does not require a number to be valid.
Name of purchaser, firm or agency
City of Fort Worth, Texas
Address (Street & number, P.O. Box or Route number) Phone (Area code and number)
100 Fort Worth Trail 817-392-8500
City, State, ZIP code
Fort Worth, Texas 76102
I, the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller: All Vendors
Street address:
City, State, ZIP code:
Description of items to be purchased or on the attached order or invoice:
All items. Purchaser acknowledges that this certificate cannot be used for the purchase, lease or rental of a motor vehicle.
Purchaser claims this exemption for the following reason:
Municipality, Governmental Entity.
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
1 understand that it is a criminal offense to give an exemption certificate to the sellerfor taxable items that / know, at the time of purchase,
will be used in a mannerotherthan that expressed in this certificate, and depending on the amount of tax evaded, the offense mayrange
from a Class C misdemeanor to a felony of the second degree.
sign �
here' Reginald Zeno (Jan 5, 202612:49:25 CST)
Chief Financial Officer
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax "Exemption Numbers" or "Tax Exempt' Numbers do not exist.
01/05/2026
This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts.
Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:
• Provide your Company's legal name and billing address
• For new Customers:
o Provide your Company's W-9 with matching legal name and address
o Complete a Credit Application Link if requesting credit
ertiv Name and Address
U.S. Orders:
o Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
•
Canadian Orders:
o Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L OB2 Canada
—OR-
3001, rue Douglas B. Floreani, St. Laurent, QC, 114S 1Y7, Canada
roduct and/or Services
Include line -item detail with quantifies for each product/service ordered
Irdered
—OR—
Provide an aggregate solution description with a reference to the Vertiv quote number
.0. Order Value
Line level pricing including a total purchase commitment value
— OR —
Aggregate / total solution value only
ayment Terms
Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms
reight Terms
Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o Identify who is responsible for freight coordination and when title transfers
Orders will be processed as taxable unless a "tax exempt" status is defined on the P.O. and a
ax Status
valid/current tax -exemption certificate is presented with P.O. or already on file with Vertiv
requested Ship Date(s)
Unless expecting immediate or first available shipment date, include specific shipment timing
requests
hip to Address(es)
Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations
al Order Requirements Indicate any special requirements or instructions, such as:
o Formal approval of Submittals before order acceptance
o Milestone Billing details (required either by Customer or Vertiv)
o Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)
Vertiv Corporation V
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services ("Parts") or licensing software and/or
firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to as the
"Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's
scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and licensing
of Software by Seller, and all associated terms, conditions and documents incorporated by specific
reference herein or therein, constitute the complete and exclusive statement of the terms of the
agreement ("Agreement") governing the sale of Goods, Parts, and/or license of Software by Seller to
Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved by
Seller. Seller's acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to all of
Seller's terms and conditions of sale, including terms and conditions that are different from or additional
to the terms and conditions of Buyer's purchase order. Buyer's acceptance of the Goods, Parts, and/or
Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the right in its sole
discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's
quotation, Seller's scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller's shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be bome by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller's price for the Goods, Parts, and/or Software prior to Seller's
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller's then -prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same) affecting
Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for
Buyer's account and shall be added to the price or billed to Buyer separately, at Sellers election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller
hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees, relating to
the collection of past due amounts. If any payment owed to Seller is not paid when due, it shall bear
interest, at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by
law, from the date on which it is due until it is paid. Seller may preserve its interests in payment by
enforcing any applicable mechanic's, labor, construction or similar lien rights. Should Buyer's financial
responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods, Parts, and/or Software. If such cash
payment or security is not provided, in addition to Seller's other rights and remedies, Seller may
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods, Parts,
and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods, Parts,
and/or Software are fully paid for, and Buyer, upon Seller's demand, will execute and deliver to Seller
such instruments as Seller requests to protect and perfect such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the
delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates and/or
performance dates are approximate and not guaranteed. Seller reserves the right to make partial
shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts, and/or
Software for which Buyer has not provided shipping instructions and other required information. If the
shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer for
any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses
resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or Software is
outside of the United States (except for those international sales to Sellers affiliated companies), risk of
loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the
Goods, Parts, and/or Software have passed beyond the territorial limits of the United States. For
international sales to Seller's affiliated companies, all shipments of Goods, Parts, and/or Software are
made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight charges from Seller's facility
to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis, as agreed to by Seller
and Buyer. All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW)
Seller's Shipping Point basis, per Incoterms 2020, with Seller responsible to load goods on Buyer's
nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of
Buyer and shall be submitted by Buyer directly to the carrier. Notwithstanding the above, risk of loss and
legal title to Parts shall transfer to Buyer (i) upon delivery by the Seller, or (ii) at the time Parts are placed
in storage due to Buyer's delay or postponement. Shortages or damages must be identified and signed
for at the time of delivery. Requests for changes in quoted transportation modes will not be made or
accepted on orders already processed unless otherwise mutually agreed upon by Seller and Buyer.
Requests for changes in quoted transportation modes to orders already accepted by Seller will be
subject to new freight terms and billed at the price in effect at the time of the request for change. Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are
subject to Seller's acceptance and adjustment in freight price. The transportation costs quoted by Seller
may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and
will reflect any market increase in transportation costs. If a price for delivery has been quoted, any
changes at the destination for transportation modes, spotting, switching, handling, storage and other
accessorial services and demurrage shall be borne by the customer, and any related increase in
transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller's standard warranty that is
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
sale of Seller's Goods and/or Software and its terms, conditions and limitations are incorporated by
reference herein and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not limited
to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered thermal
vent systems are warranted to be free from defects in material and workmanship for a period of twelve
(12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer,
provided the following conditions are met: (i) Semi-annual preventive maintenance logs are maintained
by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the air conditioner
unit does not vary by greater than +/-10%; and (iii) in the event of accidental or intentional shut-off, a
Thermal Solution Component will not be restarted for at least five (5) minutes; and (iv) the refrigerant
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and,
(v) Buyer complies with all installation, operations and maintenance instructions provided by Seller.
Goods, Parts and/or Software purchased by Seller from a third party for resale or license to Buyer
Vertiv Corp Terms & Conditions — Rev 2018
("Resale Products") shall carry only the warranty extended by the original manufacturer: To the extent
assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED
HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER. THE
WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8
ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE
GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS
ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR
INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses or damages due to
misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized
modification or alteration, use beyond rated capacity, unsuitable power sources or environmental
conditions, improper installation, repair, handling, maintenance or application or any other cause not the
fault of Seller. To the extent that Buyer or its agents have supplied specifications, information,
representation of operating conditions or other data to Seller in the selection or design of the Goods
and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the event that
actual operating conditions or other conditions differ from those represented by Buyer, any warranties
or other provisions contained herein that are affected by such conditions shall be null and void. Buyer
assumes all other responsibility for any loss, damage, or injury to persons or property arising out of,
connected with, or resulting from the use of Goods, Parts, and/or Software, either alone or in combination
with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR BREACH
OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION
8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE
PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED
BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF
ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS, AND/OR
SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER
AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT EXTEND
TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term "consequential
damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of
use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power
and loss or damage to property or equipment. It is expressly understood that any technical advice
furnished by Seller with respect to the use of the Goods, Parts and/or Software is given without charge,
and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice
being given and accepted at Buyer's risk.
7. INSURANCE: Seller shall maintain the following insurance or self-insurance coverage: Worker's
Compensation in accordance with the statutory requirements of the state in which the work is performed.
Employer's Liability with a limit of liability of $2,000,000 per occurrence for bodily injury by accident or
bodily injury by disease. Commercial General Liability (CGL) for bodily injury and property damage with
a limit of $2,000,000 per occurrence and per location aggregate. Automobile Liability insurance that
covers usage of all owned, non -owned and leased vehicles and which is subject to a combined single
limit per occurrence of $2,000,000. Automobile Liability insurance includes Contractual Liability, but no
special endorsements. Buyer expressly acknowledges and agrees that Seller has set its prices and
entered into this Agreement in reliance upon the limitations of liability, insurance coverage, and other
terms and conditions specified herein, which allocate the risk between Seller and Buyer and form a basis
of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6 and
any and all associated terms, conditions and documents incorporated by specific reference by Seller,
Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according
to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of the date of
shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit
involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit Seller
to control completely the defense, settlement or compromise of any such allegation of infringement.
Seller's warranty as to utility patents only applies to infringement arising solely out of Buyers operation
according to Seller's specifications and instructions of such Goods and/or Software. In the event (1) such
Goods and/or Software are held to infringe such a U.S. patent or copyright in such suit, and the use of
such Goods and/or Software is enjoined, or (ii) a compromise or settlement is made by Seller, Seller
shall have the right, at its option and expense, to procure for Buyer the right to continue using such
Goods and/or Software, or replace them with non -infringing Goods and/or Software, or modify same to
become non -infringing, or grant Buyer a credit for the depreciated value of such Goods and/or Software
and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the
agreement as to future deliveries of such Goods and/or Software, without liability. Except as otherwise
provided herein, Seller or applicable third party licensor to Seller maintains all right, title and interest in
and to the intellectual property in the Goods, Parts, and/or Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
performance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots;
governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or
delays in transportation; unavailability of or delays in the supply of materials, components, parts or labor
required for the design and/or manufacture of Goods, Software or the performance by Seller hereunder;
default of suppliers; or unforeseen circumstances, acts or omissions of Buyer, or any events or causes
beyond Seller's reasonable control. Deliveries or other performance may be suspended for an
appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing,
but the balance of this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller
determines that its ability to supply the total demand for the Goods, Parts, and/or Software, or to obtain
material used directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered,
limited or made impracticable due to causes set forth in this paragraph, Seller may delay or cancel
performance, make equitable adjustments in Seller's price for the Goods, Parts, and/or Software, and/or
allocate its available supply of the Goods, Parts, Software, and/or such material (without obligation to
acquire other supplies of any such Goods, Parts, Software, or material) among its purchasers on such
basis as Seller determines to be equitable without liability for any failure of performance which may result
therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon
payment to Seller of Seller's cancellation charges which include, among other things, all costs and
expenses incurred, and to cover commitments made by the Seller, and a reasonable profit thereon.
Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to order
for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts, and/or
Software manufactured prior to the date of such change.
12. NUCLEARIMEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort, contract
or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent, shall
be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non -transferable royalty free license
to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing such
Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after
execution of Seller's (or the licensors) applicable standard license agreement, the terms of which are
incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller, it
shall be provided to Buyer at Sellersapplicable prices then in effect.
17. INSPECTIONITESTING: Buyer, at its option and expense, may observe the inspection and testing
by Seller of the Goods and/or Software for compliance with Sellers standard test procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as
is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by Buyer
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the
Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect the Goods
and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i) the date of
delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each portion of the
services to inspect the Goods, Parts, and/or Software, and in the event of any non -conformity, Buyer
must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are
not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods,
Parts, and/or Software. Buyer's sole remedy for non -conforming services shall be correct performance
of services incorrectly performed by Seller.
18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller's then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all liens,
encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller's specified location.
Returns made without proper written permission will not be accepted by Seller. Seller reserves the right
to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Sellers quotation, Seller's
order acknowledgement, Seller's scope of work, or other documents referenced herein and therein; b)
any services performed at times other than Sellers normal service hours; c) if timely and reasonable
site and/or equipment access is denied the Seller service representative; d) if it is necessary, due to
local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide
supervision only and the cost of such union or contract labor will be charged to Buyer; (e) if service or
repair is necessary to return equipment to proper operating condition as a result of other than Seller (i)
maintenance, repair, or modification (including, without limitation, changes in specifications or
incorporation of attachments or other features), (ii) misuse or neglect, (including, without limitation,
failure to maintain facilities and equipment in a reasonable manner), (iii) failure to operate equipment in
accordance with applicable specifications, and (iv) catastrophe, accident, or other causes external to
equipment; (f) Seller's performance is made more burdensome or costly as a result of Buyer's failure to
comply with its obligations herein, or (g) any additional obligations or requirements, including but not
limited to those related to insurance requirements, service delivery, building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings
in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European Union,
and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts, Software,
and services may be supplied, will apply to their receipt and use. In no event shall Buyer use, transfer,
release, import, export, Goods, Parts, or Software in violation of such applicable laws, regulations,
orders or requirements.
23. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of Seller
during the period any Goods are being provided to Buyer and for a period of one (1) year after the last
provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding
or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless
hereafter made in writing and signed by the party to be bound, and no modification or additional terms
shall be applicable to this Agreement by Seller's receipt, acknowledgment, or acceptance of purchase
orders, shipping instruction forms, or other documentation containing terms at variance with or in
addition to those set forth herein. Any such modifications or additional terms are specifically rejected
and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior
offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
different terms set forth herein. Seller reserves the right to subcontract services to others. No waiver by
either party with respect to any breach or default or of any right or remedy, and no course of dealing,
shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
remedy, unless such waiver be expressed in writing and signed by the party to be bound. All
typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are
subject to correction. The validity, performance, and all other matters relating to the interpretation and
effect of this Agreement shall be governed by the law of the state of Ohio without regard to its conflict of
laws principles. Buyer and Seller agree that the proper venue for all actions arising in connection
herewith shall be only in Ohio and the parties agree to submit to such jurisdiction. No action, regardless
of form, arising out of transactions relating to this contract, may be brought by either party more than
two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the
International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your non -
personal information and data, which includes without limitation, all data, materials, reports, text, sound,
video, image files, software or any other information ("Service Data") that is provided by, or on behalf of,
Buyer, or collected or compiled by Seller; its affiliates, subsidiaries, or service providers through the
Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers may collect,
compile, retain, use, reproduce, and create derivative works of Service Data: (1) to provide services,
support, and maintenance; (ii) to develop and improve products, software, and services; and (III) for
scientific and technical research and marketing purposes. Buyer is solely responsible for the Service
Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiaries, and
service providers to process and use Service Data as described in this paragraph without violating the
rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries, and service providers to
Buyer or any third party. The Service Data will be aggregated with other information, materials, or data
collected or compiled by, or provided to, Seller, its affiliates, subsidiaries, or service providers and
anonymized, such that the Service Data will not intentionally reveal Buyer's identity. In accordance with
applicable law, Service Data may be transferred, transmitted, or distributed to, stored, and processed
in, cloud computing environments in the United States or any other country in which Seller, its affiliates,
subsidiaries, or service providers maintain operations. By using the Goods, Parts, and/or Software,
Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service
Data. Seller, its affiliates, subsidiaries, and service providers will retain Service Data for as long as is
necessary for Seller and its affiliates and subsidiaries business purposes in accordance with applicable
law. The rights and licenses granted herein to Seller's service providers shall only be granted to the
extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated
with Buyer in accordance with Sellers "Privacy Notice for Customers and Suppliers — California"
available here www.vertiv.com/ca-privacy (the "Notice"), which Notice the Buyer hereby acknowledges
having received, read, and understood. In the event of any queries or concerns with its contents, Buyer
must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
the commencement of performance hereunder, in failure of which, the terms of the Notice will be deemed
accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power and
outlets for testing purposes. The facilities shall be within a reasonable distance from where the Goods
are to be provided. Seller and its representatives shall have full and free access to the equipment in
order to provide the necessary Goods. Buyer authorizes Seller to send a service technician or an
authorized agent to access any site requested by Buyer to perform services, including services on
different scopes of work and equipment as requested by Buyer. Buyer shall provide the means to shut-
off and secure electric power to the equipment and provide safe working conditions. Seller is under no
obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Sellers scope
of work. Buyer shall immediately inform Seller, in writing, at the time of order placement and thereafter,
of any unsafe or hazardous substance or condition at the site, including, but not limited to, the presence
of asbestos or asbestos -containing materials, and shall provide Seller with any applicable Material Data
Safety Sheets regarding the same. Any losses, costs, damages, claims and expenses incurred by Seller
as a result of Buyer's failure to so advise Seller shall be borne by Buyer. Seller, in its sole discretion and
without cost or penalty, reserves the right to cancel its performance under this Agreement or any order
immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
substance or condition or any other circumstance altering Seller's performance hereunder. Buyer shall
appoint a representative familiar with the site and the nature of Seller's performance to be accessible at
all times that Seller personnel are at the site. Seller shall not be liable for any expenses incurred by
Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyers building
structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary
assistance to Seller. Seller shall not be liable or responsible for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party's subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee's own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. VertiVT" and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been taken
to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv's sole discretion
upon notice. SL-70604_REVE 5-22.
ONE YEAR MAINTENANCE AGREEMENT - CITY OF FORT WORTH
1/1/2027 THROUGH 12/31/2027
YEAR 2 OF 5
Dear Laura McClean,
10/30/2025 Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.
CITY OF FORT WORTH
2521 HWY 114 As the rate of change and complexity in your data center increases, Vertiv is the dedicated
FORT WORTH, TX, 76177 partner that you need to help you achieve your goals.
CPQ-941433-2 Please complete all required fields on the signature page and attach your Purchase Order to
assist timely order processing. Should you have any questions regarding the proposal, feel
free to contact me directly at (469) 467-4062. 1 look forward to your response and the
Phone: 817-392-5584 opportunity to work together to improve your data center investment.
Email:
Laura. McClean(a�fortworthtexas.gov
Sincerely,
Bonnie Morris
717 Taylor Drive
Plano TX 75074
PHONE (469) 467-4062
EMAIL bmorris(aMplan.com
Order CPQ-941433-2
3EL
CPQ-941433-02
Liebert UPS / Power / Battery Services:
• We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes,
knowledge of engineering specifications, current issues and how to fix them correctly.
• Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field
technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available, will
cover you.
• With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any
issue can be resolved in the least amount of time possible.
• To make sure we get the right part to the right place at the right time, we have the industry's most sophisticated parts logistics
system. No matter where you are in the US we also have a parts warehouse close to serve you.
• We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our
customers from liability. We care about your safety.
Standard Maintenance Contracts:
Site#: 1261224 ROANOKE
CITY OF FORT WORTH
2521 HWY 114
FORT WORTH, TX 76177
1 Tag # I Description Model # =Annual PM Qty. Coverage Type Coverage Amount
120081761 LAMARCHE RECTIFIER LMHR-10-48V-2-3 1 PM ONLY 8X5 $1,605.19
Item Sub Total Price: $1,605.19
Standard Maintenance Contracts:
Site#: 1261222 — BOLT STREET
CITY OF FORT WORTH
3000 W BOLT ST
FORT WORTH, TX 76110
Item Sub Total Price: $13,645.80
Standard Maintenance Contracts:
Site#: 1261221 — BURNETT PLAZA
CITY OF FORT WORTH
801 CHERRY ST
FORT WORTH, TX 76102
Tag # Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1659662
APM 45
NRC90CCSAOAOM11
2
ESSENTIAL
$5,512.28
1659661
APM45-90PERIPH
NRMBOC9C4RAOC95
1
ESSENTIAL.
$604.20
1659660
SEALED BATTERY
NRBP9RX1L1AOB20
4
ESSENTIAL
$7,529.32
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1663706
SEALED BATTERY
37BP080XMX1 BNL
4
PREFERRED
$9,537.24
1663705
NPOWER 65-80
37SA08000C613342
2
Preferred —Parts Not Guaranteed - EOL
$11,656.12
1663707
MBC/SLIM LN CAB
37MB0800CC61L
1
PREFERRED
$1,294.28
Standard Maintenance Contracts:
Site#: 1261223- TELECOM
CITY OF FORT WORTH
1515 11TH AVE
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
54075598
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
1630594
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
Item Sub Total Price: $3,682.96
Standard Maintenance Contracts:
Site#: 1198119 —WEST LAND 6
WESTLAND 6
10201 CHAPIN RD
ALEDO, TX 76008
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1599832
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1599833
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54090826
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54195033
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $7,365.92
Standard Maintenance Contracts:
Site#: 1147801-ROLLING HILLS
ROLLING HILLS WATER
2500 SE LOOP 820
FORT WORTH, TX 76140
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1604970
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1604971
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1604962
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54075172
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54090824
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54095096
APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $11,048.88
Standard Maintenance Contracts:
Site#: 1228815-NORTH BEACH
4705 RAY WHITE RD
FORT WORTH, TX 76248
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1612032
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1612033
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54090825
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54186065
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $7,365.92
Standard Maintenance Contracts:
Site#: 1162027-BERGH 2
BERGH 1
11149 TRINITY BLVD
EULESS, TX 76040
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1630611
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
1630601
NFIN MBC
NMBHW81
1
ESSENTIAL
$797.24
54075597
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
54095094
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$2,885.72
Item Sub Total Price: $7,365.92
Services shall commence 01/01/2027 and shall be effective for 12/31/2027 .
Optional Testin_p Service — per site
Infrared Scan:
Infrared Thermography is an un-invasive and effective means of identifying potential problems before an incident or failure occurs by
detecting abnormal thermal rises in electrical, mechanical, or structural components within a facility. Infrared Thermography is
recommended by the Institute of Electrical and Electronics Engineers (IEEE), National Fire Protection Agency (NFPA) 70E, and more
insurance companies as part of a successful maintenance program on an annual basis.
• IR Scan takes place during regular business hours.
• Deliverables: report with location, description, and recommended solution with infrared and digital pictures of problem areas.
• The equipment list includes all components of UPS electrical system.
• Access covers/panels removed and reinstalled by customer, unless requested otherwise.
• Work performed by Vertiv Corporation.
Benefits of an IR Scan: Identify and deal with emerging problems early enough for maintenance to be performed, thus reducing
emergency repair and maintenance costs, avoiding costly, unscheduled downtime and business interruption, improving overall system
reliability, and extending the life of equipment.
Select Description Model #
Annual PM Qty. Coverage Type Coverage Amount
❑ INFRARED SCAN 1 DAY - 1 TECH - EXCEPTION IMAGES N 8X5 $2,971.20
• ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY CUSTOMER
❑ INFRARED SCAN 1 DAY - 2 TECHS - EXCEPTION IMAGES N 8X5 $5,601.60
ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY VERTIV
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
APM UPS ONLY
ESSENTIAL SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services on Vertiv UPS and
Vertiv internal batteries scheduled by the customer between 8am-5pm, Monday -Friday
(excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform a temperature check on all breakers, connections and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
Annual Service (includes the above, plus)
1. Check the inverter and rectifier snubbers for burned or broken wires.
2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
3. Check fuses on the DC capacitor deck for continuity (if applicable).
4. With customer approval, perform operational test of the system including unit transfer and battery discharge.
5. Calibrate and record all electronics to system specifications.
6. Check or perform Engineering Field Change Notices (FCN) as necessary.
7. Measure and record all low -voltage power supply levels.
8. Record phase -to -phase input voltage and currents.
9. Review system performance with customer to address any questions and to schedule any repairs.
10. Check power capacitors for swelling or leaking oil (if applicable).
11. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
12. Measure and record harmonic trap filter currents (if applicable).
Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only)
Semi -Annual Service
1. Inspect the appearance and cleanliness of the battery and the battery room.
2. Clean normal cell top dirt accumulation (to be done only with battery off line).
3. Measure and record the total battery float voltage and charging current.
4. Measure and record overall AC ripple current.
5. Measure and record overall AC ripple voltage.
6. Visually inspect the jars and covers for cracks and leakage.
7. Visually inspect for evidence of corrosion.
8. Measure and record ambient temperature.
9. Verify the condition of the ventilation equipment, if applicable.
10. Verify the integrity of the battery rack/cabinet.
11. Measure and record 100% of the cell temperatures.
12. Measure and record the float voltage of all cells.lMeasure and record all internal impedance readings.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
Annual Service (includes the above, plus)
1. Re -tighten all battery connections to the battery manufacturer's specifications, offline only.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
All battery checks are recorded through the Field DB reporting system. Only visual battery inspection and total battery voltages
are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through Field DB.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL SINGLE PHASE MODELS (EXCLUDES NFINITY)
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
1. Record the phase to phase and phase to neutral input voltages.
2. Perform a temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
3. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
4. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
5. Inspect for broken, brittle, damaged, or heat stressed components and cables.
6. Clean any foreign material and dust from internal compartments.
7. Perform a status check of alarm circuits.
8. Perform an operational test of the system including unit transfer and battery discharge.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Return the system to normal load and verify the output voltage. Calibrate as necessary.
11. Review system performance with customer to address any system questions.
Battery Full Preventive Maintenance Service
1. Check integrity of battery cabinet.
2. Visually inspect battery system for: swelling, leaks, loose foreign objects, overheated or corroded cables and connectors,
loose connections on batteries, and appropriate product labels related to safety and warning hazards.
3. Clean and neutralize cell tops as required.
4. Tighten all battery terminal connections to their proper specifications.
5. Measure and record DC bus ripple voltage.
6. Measure and record total battery float voltage.
7. Record room ambient temperature.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
PREFERRED SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer at
the customer's convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
■ The Customer is covered by an Essential or Preferred Contract.
• The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
■ Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
ESSENTIAL SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
• The Customer is covered by an Essential or Preferred Contract.
■ The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
PREFERRED SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer at the customer's
convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS - NPOWER
UPS PARTS NOT GUARANTEED - EOL
PREFERRED SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services, scheduled by the
customer at the customer's convenience (excluding national holidays).
Response Time Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv's Service City.
Customer Support Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts Includes parts coverage — IF AVAILABLE (limits may apply; see Assumptions and Clarifications, as
applicable, for more details).
Labor & Travel Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional Performed by Vertiv factory -trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.
VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE
Vertiv Customer Engineers (CEs) are the only authorized, factory- trained and OEM -supported service providers for Vertiv
equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance.
Using proprietary software PPviST1, Paramset'", and WinSVTTM CEs apply Vertiv's knowledge base to diagnose,
configure and optimize your Vertiv equipment.
Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest
version of operational firmware to ensure equipment is running at optimal performance and efficiency levels.
Vertiv exclusively enables:
Access to OEM engineering support and product enhancements.
Optimized methods of procedure for efficient service supported by proprietary documentation.
Improved MTBR and MTTR.
Root cause forensic analysis.
Continual improvements with tested and certified updates for software and hardware improvements
throughout the equipment's lifecycle.
CEs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.
Benchmarking against the entire service population to identify service trends and provide solutions rapidly or
before they occur, reducing or eliminating customer events and outages.
• Vertiv Services CEs are trained in NFPA and OSHA best practices, and all processes and procedures strictly comply with
NFPA 70A and 70E industry standards.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Conduct diagnostic review with proprietary access to internal event logs.
6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
7. Measure and record the do float voltage at the UPS and at the battery
8. Measure and record the ripple voltage and current
Annual Service
1. Check power capacitors for swelling or leaking oil (if applicable).
2. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
3. Measure and record harmonic trap filter currents (if applicable).
4. Check the inverter and rectifier snubbers for burned or broken wires.
5. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
6. Check fuses on the DC capacitor deck for continuity (if applicable).
7. With customer approval, perform operational test of the system, including unit transfer and battery discharge.
8. Calibrate and record all electronics to system specifications.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Measure and record all low -voltage power supply levels.
11. Record phase -to -phase input voltage and currents.
12. Record real and apparent power for each phase.
13. Review system performance with customer to address any questions and to schedule any repairs.
Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Perform a visual inspection of the battery, battery cabinet or rack and battery room and note any
deficiencies and recommendations.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes batteries, air filters, proactive full bank capacitor and proactive full fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance
program for the battery system.
Modular designed UPS systems may have less accessibility to listed "if applicable" checks above due to the design and usage
of certain UPS systems.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and
coordination purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of
need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between
the parties, if any, shall apply.
Order Number: CPQ-941433-2
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082
FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Bonnie Morris
Attn: Bonnie Morris
Email: bmorris@tplan.com
Fax: (469) 467-4086
Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673
Please complete the following information (All fields are required):
Purchase Order Number: Purchase Order attached: ❑ Yes IX No
If PO NOT attached, please specify reason: PO will be issued upon renewal
Invoice Delivery Method: ❑ Web Billing (Attach Instructions)
❑ Mail ❑ Other
® Accounts Payable Email zz_IT_Finance _Purchasing @ fortworthtexas.gov
Billing Contact Person: IT Finance Purchasing
Email: zz_IT_Finance Purchasing@fortworthtexas.gov
City of Fort Worth
Bill -To Company Name: attn: IT Solutions Department
Federal Tax ID # 75-6000528
Tax Exempt: )i4 Yes (Attach tax exempt certificate)
Phone:
Fax #: N/A
Bill -To Address: 100 Fort Worth Trail
Bill -To City, ST zip: Fort Worth, TX 76102
Site Services/IT Contact Person: Phone:
■ ►.
* * COVERAGE DETAILS * *
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty (30) days, parts required to bring
equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call.
All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the
date of this Proposal unless otherwise noted. INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Seller's Terms and Conditions
located at term sconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties, in which case
the Terms and Conditions of the signed agreement shall govern. Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by
Buyer.
Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order
number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below.
Thank you for your business.
Proposed By:
8e4vn Rz MeV" 10/30/2025
Accepted By:
Aan� 04/10/2026
D,,,,, C11 d111u nyi 10 20-1 11 _5 C2 CDT,
Bonnie Morris Date Buyer Signature Required Date
Dianna Giordano; Assistant City Manager
Printed Name Title Phone
Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:
• Provide your Company's legal name and billing address
• For new Customers:
o Provide your Company's W-9 with matching legal name and address
o Complete a Credit Application Link if requesting credit
ertiv Name and Address
U.S. Orders:
o Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
•
Canadian Orders:
o Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L OB2 Canada
—OR-
3001, rue Douglas B. Floreani, St. Laurent, QC, 114S 1Y7, Canada
roduct and/or Services
Include line -item detail with quantifies for each product/service ordered
Irdered
—OR—
Provide an aggregate solution description with a reference to the Vertiv quote number
.0. Order Value
Line level pricing including a total purchase commitment value
— OR —
Aggregate / total solution value only
ayment Terms
Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms
reight Terms
Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o Identify who is responsible for freight coordination and when title transfers
Orders will be processed as taxable unless a "tax exempt" status is defined on the P.O. and a
ax Status
valid/current tax -exemption certificate is presented with P.O. or already on file with Vertiv
requested Ship Date(s)
Unless expecting immediate or first available shipment date, include specific shipment timing
requests
hip to Address(es)
Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations
al Order Requirements Indicate any special requirements or instructions, such as:
o Formal approval of Submittals before order acceptance
o Milestone Billing details (required either by Customer or Vertiv)
o Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)
Vertiv Corporation V
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services ("Parts") or licensing software and/or
firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to as the
"Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's
scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and licensing
of Software by Seller, and all associated terms, conditions and documents incorporated by specific
reference herein or therein, constitute the complete and exclusive statement of the terms of the
agreement ("Agreement") governing the sale of Goods, Parts, and/or license of Software by Seller to
Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved by
Seller. Seller's acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to all of
Seller's terms and conditions of sale, including terms and conditions that are different from or additional
to the terms and conditions of Buyer's purchase order. Buyer's acceptance of the Goods, Parts, and/or
Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the right in its sole
discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's
quotation, Seller's scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller's shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be bome by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller's price for the Goods, Parts, and/or Software prior to Seller's
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller's then -prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same) affecting
Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for
Buyer's account and shall be added to the price or billed to Buyer separately, at Sellers election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller
hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees, relating to
the collection of past due amounts. If any payment owed to Seller is not paid when due, it shall bear
interest, at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by
law, from the date on which it is due until it is paid. Seller may preserve its interests in payment by
enforcing any applicable mechanic's, labor, construction or similar lien rights. Should Buyer's financial
responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods, Parts, and/or Software. If such cash
payment or security is not provided, in addition to Seller's other rights and remedies, Seller may
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods, Parts,
and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods, Parts,
and/or Software are fully paid for, and Buyer, upon Seller's demand, will execute and deliver to Seller
such instruments as Seller requests to protect and perfect such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the
delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates and/or
performance dates are approximate and not guaranteed. Seller reserves the right to make partial
shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts, and/or
Software for which Buyer has not provided shipping instructions and other required information. If the
shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer for
any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses
resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or Software is
outside of the United States (except for those international sales to Sellers affiliated companies), risk of
loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the
Goods, Parts, and/or Software have passed beyond the territorial limits of the United States. For
international sales to Seller's affiliated companies, all shipments of Goods, Parts, and/or Software are
made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight charges from Seller's facility
to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis, as agreed to by Seller
and Buyer. All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW)
Seller's Shipping Point basis, per Incoterms 2020, with Seller responsible to load goods on Buyer's
nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of
Buyer and shall be submitted by Buyer directly to the carrier. Notwithstanding the above, risk of loss and
legal title to Parts shall transfer to Buyer (i) upon delivery by the Seller, or (ii) at the time Parts are placed
in storage due to Buyer's delay or postponement. Shortages or damages must be identified and signed
for at the time of delivery. Requests for changes in quoted transportation modes will not be made or
accepted on orders already processed unless otherwise mutually agreed upon by Seller and Buyer.
Requests for changes in quoted transportation modes to orders already accepted by Seller will be
subject to new freight terms and billed at the price in effect at the time of the request for change. Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are
subject to Seller's acceptance and adjustment in freight price. The transportation costs quoted by Seller
may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and
will reflect any market increase in transportation costs. If a price for delivery has been quoted, any
changes at the destination for transportation modes, spotting, switching, handling, storage and other
accessorial services and demurrage shall be borne by the customer, and any related increase in
transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller's standard warranty that is
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
sale of Seller's Goods and/or Software and its terms, conditions and limitations are incorporated by
reference herein and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not limited
to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered thermal
vent systems are warranted to be free from defects in material and workmanship for a period of twelve
(12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer,
provided the following conditions are met: (i) Semi-annual preventive maintenance logs are maintained
by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the air conditioner
unit does not vary by greater than +/-10%; and (iii) in the event of accidental or intentional shut-off, a
Thermal Solution Component will not be restarted for at least five (5) minutes; and (iv) the refrigerant
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and,
(v) Buyer complies with all installation, operations and maintenance instructions provided by Seller.
Goods, Parts and/or Software purchased by Seller from a third party for resale or license to Buyer
Vertiv Corp Terms & Conditions — Rev 2018
("Resale Products") shall carry only the warranty extended by the original manufacturer: To the extent
assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED
HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER. THE
WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8
ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE
GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS
ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR
INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses or damages due to
misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized
modification or alteration, use beyond rated capacity, unsuitable power sources or environmental
conditions, improper installation, repair, handling, maintenance or application or any other cause not the
fault of Seller. To the extent that Buyer or its agents have supplied specifications, information,
representation of operating conditions or other data to Seller in the selection or design of the Goods
and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the event that
actual operating conditions or other conditions differ from those represented by Buyer, any warranties
or other provisions contained herein that are affected by such conditions shall be null and void. Buyer
assumes all other responsibility for any loss, damage, or injury to persons or property arising out of,
connected with, or resulting from the use of Goods, Parts, and/or Software, either alone or in combination
with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR BREACH
OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION
8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE
PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED
BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF
ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS, AND/OR
SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER
AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT EXTEND
TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term "consequential
damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of
use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power
and loss or damage to property or equipment. It is expressly understood that any technical advice
furnished by Seller with respect to the use of the Goods, Parts and/or Software is given without charge,
and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice
being given and accepted at Buyer's risk.
7. INSURANCE: Seller shall maintain the following insurance or self-insurance coverage: Worker's
Compensation in accordance with the statutory requirements of the state in which the work is performed.
Employer's Liability with a limit of liability of $2,000,000 per occurrence for bodily injury by accident or
bodily injury by disease. Commercial General Liability (CGL) for bodily injury and property damage with
a limit of $2,000,000 per occurrence and per location aggregate. Automobile Liability insurance that
covers usage of all owned, non -owned and leased vehicles and which is subject to a combined single
limit per occurrence of $2,000,000. Automobile Liability insurance includes Contractual Liability, but no
special endorsements. Buyer expressly acknowledges and agrees that Seller has set its prices and
entered into this Agreement in reliance upon the limitations of liability, insurance coverage, and other
terms and conditions specified herein, which allocate the risk between Seller and Buyer and form a basis
of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6 and
any and all associated terms, conditions and documents incorporated by specific reference by Seller,
Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according
to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of the date of
shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit
involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit Seller
to control completely the defense, settlement or compromise of any such allegation of infringement.
Seller's warranty as to utility patents only applies to infringement arising solely out of Buyers operation
according to Seller's specifications and instructions of such Goods and/or Software. In the event (1) such
Goods and/or Software are held to infringe such a U.S. patent or copyright in such suit, and the use of
such Goods and/or Software is enjoined, or (ii) a compromise or settlement is made by Seller, Seller
shall have the right, at its option and expense, to procure for Buyer the right to continue using such
Goods and/or Software, or replace them with non -infringing Goods and/or Software, or modify same to
become non -infringing, or grant Buyer a credit for the depreciated value of such Goods and/or Software
and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the
agreement as to future deliveries of such Goods and/or Software, without liability. Except as otherwise
provided herein, Seller or applicable third party licensor to Seller maintains all right, title and interest in
and to the intellectual property in the Goods, Parts, and/or Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
performance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots;
governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or
delays in transportation; unavailability of or delays in the supply of materials, components, parts or labor
required for the design and/or manufacture of Goods, Software or the performance by Seller hereunder;
default of suppliers; or unforeseen circumstances, acts or omissions of Buyer, or any events or causes
beyond Seller's reasonable control. Deliveries or other performance may be suspended for an
appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing,
but the balance of this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller
determines that its ability to supply the total demand for the Goods, Parts, and/or Software, or to obtain
material used directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered,
limited or made impracticable due to causes set forth in this paragraph, Seller may delay or cancel
performance, make equitable adjustments in Seller's price for the Goods, Parts, and/or Software, and/or
allocate its available supply of the Goods, Parts, Software, and/or such material (without obligation to
acquire other supplies of any such Goods, Parts, Software, or material) among its purchasers on such
basis as Seller determines to be equitable without liability for any failure of performance which may result
therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon
payment to Seller of Seller's cancellation charges which include, among other things, all costs and
expenses incurred, and to cover commitments made by the Seller, and a reasonable profit thereon.
Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to order
for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts, and/or
Software manufactured prior to the date of such change.
12. NUCLEARIMEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort, contract
or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent, shall
be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non -transferable royalty free license
to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing such
Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after
execution of Seller's (or the licensors) applicable standard license agreement, the terms of which are
incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller, it
shall be provided to Buyer at Sellersapplicable prices then in effect.
17. INSPECTIONITESTING: Buyer, at its option and expense, may observe the inspection and testing
by Seller of the Goods and/or Software for compliance with Sellers standard test procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as
is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by Buyer
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the
Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect the Goods
and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i) the date of
delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each portion of the
services to inspect the Goods, Parts, and/or Software, and in the event of any non -conformity, Buyer
must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are
not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods,
Parts, and/or Software. Buyer's sole remedy for non -conforming services shall be correct performance
of services incorrectly performed by Seller.
18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller's then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all liens,
encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller's specified location.
Returns made without proper written permission will not be accepted by Seller. Seller reserves the right
to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Sellers quotation, Seller's
order acknowledgement, Seller's scope of work, or other documents referenced herein and therein; b)
any services performed at times other than Sellers normal service hours; c) if timely and reasonable
site and/or equipment access is denied the Seller service representative; d) if it is necessary, due to
local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide
supervision only and the cost of such union or contract labor will be charged to Buyer; (e) if service or
repair is necessary to return equipment to proper operating condition as a result of other than Seller (i)
maintenance, repair, or modification (including, without limitation, changes in specifications or
incorporation of attachments or other features), (ii) misuse or neglect, (including, without limitation,
failure to maintain facilities and equipment in a reasonable manner), (iii) failure to operate equipment in
accordance with applicable specifications, and (iv) catastrophe, accident, or other causes external to
equipment; (f) Seller's performance is made more burdensome or costly as a result of Buyer's failure to
comply with its obligations herein, or (g) any additional obligations or requirements, including but not
limited to those related to insurance requirements, service delivery, building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings
in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European Union,
and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts, Software,
and services may be supplied, will apply to their receipt and use. In no event shall Buyer use, transfer,
release, import, export, Goods, Parts, or Software in violation of such applicable laws, regulations,
orders or requirements.
23. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of Seller
during the period any Goods are being provided to Buyer and for a period of one (1) year after the last
provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding
or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless
hereafter made in writing and signed by the party to be bound, and no modification or additional terms
shall be applicable to this Agreement by Seller's receipt, acknowledgment, or acceptance of purchase
orders, shipping instruction forms, or other documentation containing terms at variance with or in
addition to those set forth herein. Any such modifications or additional terms are specifically rejected
and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior
offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
different terms set forth herein. Seller reserves the right to subcontract services to others. No waiver by
either party with respect to any breach or default or of any right or remedy, and no course of dealing,
shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
remedy, unless such waiver be expressed in writing and signed by the party to be bound. All
typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are
subject to correction. The validity, performance, and all other matters relating to the interpretation and
effect of this Agreement shall be governed by the law of the state of Ohio without regard to its conflict of
laws principles. Buyer and Seller agree that the proper venue for all actions arising in connection
herewith shall be only in Ohio and the parties agree to submit to such jurisdiction. No action, regardless
of form, arising out of transactions relating to this contract, may be brought by either party more than
two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the
International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your non -
personal information and data, which includes without limitation, all data, materials, reports, text, sound,
video, image files, software or any other information ("Service Data") that is provided by, or on behalf of,
Buyer, or collected or compiled by Seller; its affiliates, subsidiaries, or service providers through the
Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers may collect,
compile, retain, use, reproduce, and create derivative works of Service Data: (1) to provide services,
support, and maintenance; (ii) to develop and improve products, software, and services; and (III) for
scientific and technical research and marketing purposes. Buyer is solely responsible for the Service
Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiaries, and
service providers to process and use Service Data as described in this paragraph without violating the
rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries, and service providers to
Buyer or any third party. The Service Data will be aggregated with other information, materials, or data
collected or compiled by, or provided to, Seller, its affiliates, subsidiaries, or service providers and
anonymized, such that the Service Data will not intentionally reveal Buyer's identity. In accordance with
applicable law, Service Data may be transferred, transmitted, or distributed to, stored, and processed
in, cloud computing environments in the United States or any other country in which Seller, its affiliates,
subsidiaries, or service providers maintain operations. By using the Goods, Parts, and/or Software,
Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service
Data. Seller, its affiliates, subsidiaries, and service providers will retain Service Data for as long as is
necessary for Seller and its affiliates and subsidiaries business purposes in accordance with applicable
law. The rights and licenses granted herein to Seller's service providers shall only be granted to the
extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated
with Buyer in accordance with Sellers "Privacy Notice for Customers and Suppliers — California"
available here www.vertiv.com/ca-privacy (the "Notice"), which Notice the Buyer hereby acknowledges
having received, read, and understood. In the event of any queries or concerns with its contents, Buyer
must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
the commencement of performance hereunder, in failure of which, the terms of the Notice will be deemed
accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power and
outlets for testing purposes. The facilities shall be within a reasonable distance from where the Goods
are to be provided. Seller and its representatives shall have full and free access to the equipment in
order to provide the necessary Goods. Buyer authorizes Seller to send a service technician or an
authorized agent to access any site requested by Buyer to perform services, including services on
different scopes of work and equipment as requested by Buyer. Buyer shall provide the means to shut-
off and secure electric power to the equipment and provide safe working conditions. Seller is under no
obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Sellers scope
of work. Buyer shall immediately inform Seller, in writing, at the time of order placement and thereafter,
of any unsafe or hazardous substance or condition at the site, including, but not limited to, the presence
of asbestos or asbestos -containing materials, and shall provide Seller with any applicable Material Data
Safety Sheets regarding the same. Any losses, costs, damages, claims and expenses incurred by Seller
as a result of Buyer's failure to so advise Seller shall be borne by Buyer. Seller, in its sole discretion and
without cost or penalty, reserves the right to cancel its performance under this Agreement or any order
immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
substance or condition or any other circumstance altering Seller's performance hereunder. Buyer shall
appoint a representative familiar with the site and the nature of Seller's performance to be accessible at
all times that Seller personnel are at the site. Seller shall not be liable for any expenses incurred by
Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyers building
structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary
assistance to Seller. Seller shall not be liable or responsible for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party's subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee's own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. VertiVT" and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been taken
to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv's sole discretion
upon notice. SL-70604_REVE 5-22.
ONE YEAR MAINTENANCE AGREEMENT - CITY OF FORT WORTH
1/1/2028 THROUGH 12/31/2028
YEAR 3 OF 5
Dear Laura McClean,
10/30/2025 Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.
CITY OF FORT WORTH
2521 HWY 114 As the rate of change and complexity in your data center increases, Vertiv is the dedicated
FORT WORTH, TX, 76177 partner that you need to help you achieve your goals.
CPQ-941433-3 Please complete all required fields on the signature page and attach your Purchase Order to
assist timely order processing. Should you have any questions regarding the proposal, feel
free to contact me directly at (469) 467-4062. 1 look forward to your response and the
Phone: 817-392-5584 opportunity to work together to improve your data center investment.
Email:
Laura. McClean(a�fortworthtexas.gov
Sincerely,
Bonnie Morris
717 Taylor Drive
Plano TX 75074
PHONE (469) 467-4062
EMAIL bmorris(aMplan.com
Order CPQ-941433-3
3EL
CPQ-941433-03
Liebert UPS / Power / Battery Services:
• We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes,
knowledge of engineering specifications, current issues and how to fix them correctly.
• Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field
technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available, will
cover you.
• With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any
issue can be resolved in the least amount of time possible.
• To make sure we get the right part to the right place at the right time, we have the industry's most sophisticated parts logistics
system. No matter where you are in the US we also have a parts warehouse close to serve you.
• We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our
customers from liability. We care about your safety.
Standard Maintenance Contracts:
Site#: 1261224 ROANOKE
CITY OF FORT WORTH
2521 HWY 114
FORT WORTH, TX 76177
1 Tag #
I Description
Model #
=Annual PM Qty.
Coverage Type
Coverage Amount
120081761
LAMARCHE RECTIFIER
LMHR-10-48V-2-3
1
PM ONLY 8X5
$1,733.61
Item Sub Total Price: $1,733.61
Standard Maintenance Contracts:
Site#: 1261222 — BOLT STREET
CITY OF FORT WORTH
3000 W BOLT ST
FORT WORTH, TX 76110
Tag # j Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1659662
APM 45
NRC90CCSAOAOMl l
2
ESSENTIAL
$5,953.26
1659661
APM45-90PERIPH
NRM130C9C4RA0C95
1
ESSENTIAL
$652.54
1659660
SEALED BATTERY
NRBP9RX1L1AOB20
4
ESSENTIAL
$8,131.67
Item Sub Total Price: $14,737.47
Standard Maintenance Contracts:
Site#: 1261221 — BURNETT PLAZA
CITY OF FORT WORTH
801 CHERRY ST
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1663706
SEALED BATTERY
37BP080XMX1 BNL
4
PREFERRED
$10,300.22
16637051
NPOWER 65-80
37SA08000C613342
2
Preferred —Parts Not Guaranteed - EOL
$12,588.61
1663707
MBC/SLIM LN CAB
37MB0800CC61L
1
PREFERRED
$1,397.82
Item Sub Total Price: $24,286.65
Standard Maintenance Contracts:
Site#: 1261223- TELECOM
CITY OF FORT WORTH
1515 11TH AVE
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
54075598
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
1630594
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
Item Sub Total Price: $3,977.60
Standard Maintenance Contracts:
Site#: 1198119 —WEST LAND 6
WESTLAND 6
10201 CHAPIN RD
ALEDO, TX 76008
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1599832
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1599833
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54090826
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54195033
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $7,955.20
Standard Maintenance Contracts:
Site#: 1147801-ROLLING HILLS
ROLLING HILLS WATER
2500 SE LOOP 820
FORT WORTH, TX 76140
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1604970
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1604971
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1604962
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54075172
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54090824
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54095096
APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $11,932.80
Standard Maintenance Contracts:
Site#: 1228815-NORTH BEACH
4705 RAY WHITE RD
FORT WORTH, TX 76248
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1612032
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1612033
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54090825
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54186065
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $7,955.20
Standard Maintenance Contracts:
Site#: 1162027-BERGH 2
BERGH 1
11149 TRINITY BLVD
EULESS, TX 76040
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1630611
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1630601
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54075597
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54095094 APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $7,955.20
Total
price not including
tax: :i
any tax required must
Payment Terms:
InvoicingPayment Frequency:
-
be included in customer purchase
Net 30 D.
YEAR
order,533.73
Services shall commence 01/01/2028 and shall be effective for 12/31/2028
.
Optional Testin_p Service — per site
Infrared Scan:
Infrared Thermography is an un-invasive and effective means of identifying potential problems before an incident or failure occurs by
detecting abnormal thermal rises in electrical, mechanical, or structural components within a facility. Infrared Thermography is
recommended by the Institute of Electrical and Electronics Engineers (IEEE), National Fire Protection Agency (NFPA) 70E, and more
insurance companies as part of a successful maintenance program on an annual basis.
• IR Scan takes place during regular business hours.
• Deliverables: report with location, description, and recommended solution with infrared and digital pictures of problem areas.
• The equipment list includes all components of UPS electrical system.
• Access covers/panels removed and reinstalled by customer, unless requested otherwise.
• Work performed by Vertiv Corporation.
Benefits of an IR Scan: Identify and deal with emerging problems early enough for maintenance to be performed, thus reducing
emergency repair and maintenance costs, avoiding costly, unscheduled downtime and business interruption, improving overall system
reliability, and extending the life of equipment.
Select Description Model #
Annual PM Qty. Coverage Type Coverage Amount
❑ INFRARED SCAN 1 DAY - 1 TECH - EXCEPTION IMAGES N 8X5 $3,208.90
• ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY CUSTOMER
❑ INFRARED SCAN 1 DAY - 2 TECHS - EXCEPTION IMAGES N 8X5 $6,049.73
ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY VERTIV
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
APM UPS ONLY
ESSENTIAL SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services on Vertiv UPS and
Vertiv internal batteries scheduled by the customer between 8am-5pm, Monday -Friday
(excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform a temperature check on all breakers, connections and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
Annual Service (includes the above, plus)
1. Check the inverter and rectifier snubbers for burned or broken wires.
2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
3. Check fuses on the DC capacitor deck for continuity (if applicable).
4. With customer approval, perform operational test of the system including unit transfer and battery discharge.
5. Calibrate and record all electronics to system specifications.
6. Check or perform Engineering Field Change Notices (FCN) as necessary.
7. Measure and record all low -voltage power supply levels.
8. Record phase -to -phase input voltage and currents.
9. Review system performance with customer to address any questions and to schedule any repairs.
10. Check power capacitors for swelling or leaking oil (if applicable).
11. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
12. Measure and record harmonic trap filter currents (if applicable).
Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only)
Semi -Annual Service
1. Inspect the appearance and cleanliness of the battery and the battery room.
2. Clean normal cell top dirt accumulation (to be done only with battery off line).
3. Measure and record the total battery float voltage and charging current.
4. Measure and record overall AC ripple current.
5. Measure and record overall AC ripple voltage.
6. Visually inspect the jars and covers for cracks and leakage.
7. Visually inspect for evidence of corrosion.
8. Measure and record ambient temperature.
9. Verify the condition of the ventilation equipment, if applicable.
10. Verify the integrity of the battery rack/cabinet.
11. Measure and record 100% of the cell temperatures.
12. Measure and record the float voltage of all cells.lMeasure and record all internal impedance readings.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
Annual Service (includes the above, plus)
1. Re -tighten all battery connections to the battery manufacturer's specifications, offline only.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
All battery checks are recorded through the Field DB reporting system. Only visual battery inspection and total battery voltages
are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through Field DB.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL SINGLE PHASE MODELS (EXCLUDES NFINITY)
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
1. Record the phase to phase and phase to neutral input voltages.
2. Perform a temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
3. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
4. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
5. Inspect for broken, brittle, damaged, or heat stressed components and cables.
6. Clean any foreign material and dust from internal compartments.
7. Perform a status check of alarm circuits.
8. Perform an operational test of the system including unit transfer and battery discharge.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Return the system to normal load and verify the output voltage. Calibrate as necessary.
11. Review system performance with customer to address any system questions.
Battery Full Preventive Maintenance Service
1. Check integrity of battery cabinet.
2. Visually inspect battery system for: swelling, leaks, loose foreign objects, overheated or corroded cables and connectors,
loose connections on batteries, and appropriate product labels related to safety and warning hazards.
3. Clean and neutralize cell tops as required.
4. Tighten all battery terminal connections to their proper specifications.
5. Measure and record DC bus ripple voltage.
6. Measure and record total battery float voltage.
7. Record room ambient temperature.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
PREFERRED SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer at
the customer's convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
■ The Customer is covered by an Essential or Preferred Contract.
• The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
■ Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
ESSENTIAL SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
• The Customer is covered by an Essential or Preferred Contract.
■ The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
PREFERRED SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer at the customer's
convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS NPOWER UPS
PARTS NOT GUARANTEED - EOL
PREFERRED SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services, scheduled by the
customer at the customer's convenience (excluding national holidays).
Response Time Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv's Service City.
Customer Support Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts Includes parts coverage — IF AVAILABLE (limits may apply; see Assumptions and Clarifications, as
applicable, for more details).
Labor & Travel Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional Performed by Vertiv factory -trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.
VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE
Vertiv Customer Engineers (CEs) are the only authorized, factory- trained and OEM -supported service providers for Vertiv
equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance.
Using proprietary software PPviST1, Paramset'", and WinSVTTM CEs apply Vertiv's knowledge base to diagnose,
configure and optimize your Vertiv equipment.
Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest
version of operational firmware to ensure equipment is running at optimal performance and efficiency levels.
Vertiv exclusively enables:
Access to OEM engineering support and product enhancements.
Optimized methods of procedure for efficient service supported by proprietary documentation.
Improved MTBR and MTTR.
Root cause forensic analysis.
Continual improvements with tested and certified updates for software and hardware improvements
throughout the equipment's lifecycle.
CEs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.
Benchmarking against the entire service population to identify service trends and provide solutions rapidly or
before they occur, reducing or eliminating customer events and outages.
• Vertiv Services CEs are trained in NFPA and OSHA best practices, and all processes and procedures strictly comply with
NFPA 70A and 70E industry standards.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Conduct diagnostic review with proprietary access to internal event logs.
6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
7. Measure and record the do float voltage at the UPS and at the battery
8. Measure and record the ripple voltage and current
Annual Service
1. Check power capacitors for swelling or leaking oil (if applicable).
2. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
3. Measure and record harmonic trap filter currents (if applicable).
4. Check the inverter and rectifier snubbers for burned or broken wires.
5. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
6. Check fuses on the DC capacitor deck for continuity (if applicable).
7. With customer approval, perform operational test of the system, including unit transfer and battery discharge.
8. Calibrate and record all electronics to system specifications.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Measure and record all low -voltage power supply levels.
11. Record phase -to -phase input voltage and currents.
12. Record real and apparent power for each phase.
13. Review system performance with customer to address any questions and to schedule any repairs.
Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Perform a visual inspection of the battery, battery cabinet or rack and battery room and note any
deficiencies and recommendations.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes batteries, air filters, proactive full bank capacitor and proactive full fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance
program for the battery system.
Modular designed UPS systems may have less accessibility to listed "if applicable" checks above due to the design and usage
of certain UPS systems.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and
coordination purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of
need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between
the parties, if any, shall apply.
Order Number: CPQ-941433-3
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082
FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Bonnie Morris
Attn: Bonnie Morris
Email: bmorris@tplan.com
Fax: (469) 467-4086
Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673
Please complete the following information (All fields are required):
Purchase Order Number:
Purchase Order attached: ❑ Yes 14 No
If PO NOT attached, please specify reason: PO will be issued upon renewal
Invoice Delivery Method: ❑ Web Billing (Attach Instructions)
❑ Mail ❑ Other
® Accounts Payable Email zz_IT_Finance_Purchasing @ fortworthtexas.gov
Billing Contact Person: IT Finance Purchasing
Email: zz_IT_Finance_Purchasing@fortworthtexas.gov
City of Fort Worth
Bill -To Company Name: attn: IT Solutions Department
Federal Tax ID # 75-6000528
Tax Exempt: X Yes (Attach tax exempt certificate)
Phone:
Fax #: N/A
Bill -To Address: 100 Fort Worth Trail
Bill -To City, ST zip: Fort Worth, TX 76102
Site Services/IT Contact Person: Phone:
■ ►.
* * COVERAGE DETAILS * *
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty (30) days, parts required to bring
equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call.
All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the
date of this Proposal unless otherwise noted. INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Seller's Terms and Conditions
located at term sconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties, in which case
the Terms and Conditions of the signed agreement shall govern. Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by
Buyer.
Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order
number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below.
Thank you for your business.
Proposed By:
8e4vn Rz MeV" 10/30/2025
Accepted By:
011il101— 04/10/2026
lrenra 1p, I" dlJi 112c 02 rTI
Bonnie Morris Date Buyer Signature Required Date
Dianna Giordano; Assistant City Manager
Printed Name Title Phone
Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:
• Provide your Company's legal name and billing address
• For new Customers:
o Provide your Company's W-9 with matching legal name and address
o Complete a Credit Application Link if requesting credit
ertiv Name and Address
U.S. Orders:
o Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
•
Canadian Orders:
o Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L OB2 Canada
—OR-
3001, rue Douglas B. Floreani, St. Laurent, QC, 114S 1Y7, Canada
roduct and/or Services
Include line -item detail with quantifies for each product/service ordered
Irdered
—OR—
Provide an aggregate solution description with a reference to the Vertiv quote number
.0. Order Value
Line level pricing including a total purchase commitment value
— OR —
Aggregate / total solution value only
ayment Terms
Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms
reight Terms
Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o Identify who is responsible for freight coordination and when title transfers
Orders will be processed as taxable unless a "tax exempt" status is defined on the P.O. and a
ax Status
valid/current tax -exemption certificate is presented with P.O. or already on file with Vertiv
requested Ship Date(s)
Unless expecting immediate or first available shipment date, include specific shipment timing
requests
hip to Address(es)
Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations
al Order Requirements Indicate any special requirements or instructions, such as:
o Formal approval of Submittals before order acceptance
o Milestone Billing details (required either by Customer or Vertiv)
o Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)
Vertiv Corporation V
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services ("Parts") or licensing software and/or
firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to as the
"Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's
scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and licensing
of Software by Seller, and all associated terms, conditions and documents incorporated by specific
reference herein or therein, constitute the complete and exclusive statement of the terms of the
agreement ("Agreement") governing the sale of Goods, Parts, and/or license of Software by Seller to
Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved by
Seller. Seller's acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to all of
Seller's terms and conditions of sale, including terms and conditions that are different from or additional
to the terms and conditions of Buyer's purchase order. Buyer's acceptance of the Goods, Parts, and/or
Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the right in its sole
discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's
quotation, Seller's scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller's shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be bome by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller's price for the Goods, Parts, and/or Software prior to Seller's
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller's then -prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same) affecting
Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for
Buyer's account and shall be added to the price or billed to Buyer separately, at Sellers election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller
hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees, relating to
the collection of past due amounts. If any payment owed to Seller is not paid when due, it shall bear
interest, at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by
law, from the date on which it is due until it is paid. Seller may preserve its interests in payment by
enforcing any applicable mechanic's, labor, construction or similar lien rights. Should Buyer's financial
responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods, Parts, and/or Software. If such cash
payment or security is not provided, in addition to Seller's other rights and remedies, Seller may
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods, Parts,
and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods, Parts,
and/or Software are fully paid for, and Buyer, upon Seller's demand, will execute and deliver to Seller
such instruments as Seller requests to protect and perfect such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the
delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates and/or
performance dates are approximate and not guaranteed. Seller reserves the right to make partial
shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts, and/or
Software for which Buyer has not provided shipping instructions and other required information. If the
shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer for
any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses
resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or Software is
outside of the United States (except for those international sales to Sellers affiliated companies), risk of
loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the
Goods, Parts, and/or Software have passed beyond the territorial limits of the United States. For
international sales to Seller's affiliated companies, all shipments of Goods, Parts, and/or Software are
made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight charges from Seller's facility
to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis, as agreed to by Seller
and Buyer. All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW)
Seller's Shipping Point basis, per Incoterms 2020, with Seller responsible to load goods on Buyer's
nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of
Buyer and shall be submitted by Buyer directly to the carrier. Notwithstanding the above, risk of loss and
legal title to Parts shall transfer to Buyer (i) upon delivery by the Seller, or (ii) at the time Parts are placed
in storage due to Buyer's delay or postponement. Shortages or damages must be identified and signed
for at the time of delivery. Requests for changes in quoted transportation modes will not be made or
accepted on orders already processed unless otherwise mutually agreed upon by Seller and Buyer.
Requests for changes in quoted transportation modes to orders already accepted by Seller will be
subject to new freight terms and billed at the price in effect at the time of the request for change. Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are
subject to Seller's acceptance and adjustment in freight price. The transportation costs quoted by Seller
may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and
will reflect any market increase in transportation costs. If a price for delivery has been quoted, any
changes at the destination for transportation modes, spotting, switching, handling, storage and other
accessorial services and demurrage shall be borne by the customer, and any related increase in
transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller's standard warranty that is
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
sale of Seller's Goods and/or Software and its terms, conditions and limitations are incorporated by
reference herein and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not limited
to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered thermal
vent systems are warranted to be free from defects in material and workmanship for a period of twelve
(12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer,
provided the following conditions are met: (i) Semi-annual preventive maintenance logs are maintained
by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the air conditioner
unit does not vary by greater than +/-10%; and (iii) in the event of accidental or intentional shut-off, a
Thermal Solution Component will not be restarted for at least five (5) minutes; and (iv) the refrigerant
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and,
(v) Buyer complies with all installation, operations and maintenance instructions provided by Seller.
Goods, Parts and/or Software purchased by Seller from a third party for resale or license to Buyer
Vertiv Corp Terms & Conditions — Rev 2018
("Resale Products") shall carry only the warranty extended by the original manufacturer: To the extent
assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED
HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER. THE
WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8
ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE
GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS
ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR
INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses or damages due to
misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized
modification or alteration, use beyond rated capacity, unsuitable power sources or environmental
conditions, improper installation, repair, handling, maintenance or application or any other cause not the
fault of Seller. To the extent that Buyer or its agents have supplied specifications, information,
representation of operating conditions or other data to Seller in the selection or design of the Goods
and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the event that
actual operating conditions or other conditions differ from those represented by Buyer, any warranties
or other provisions contained herein that are affected by such conditions shall be null and void. Buyer
assumes all other responsibility for any loss, damage, or injury to persons or property arising out of,
connected with, or resulting from the use of Goods, Parts, and/or Software, either alone or in combination
with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR BREACH
OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION
8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE
PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED
BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF
ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS, AND/OR
SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER
AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT EXTEND
TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term "consequential
damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of
use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power
and loss or damage to property or equipment. It is expressly understood that any technical advice
furnished by Seller with respect to the use of the Goods, Parts and/or Software is given without charge,
and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice
being given and accepted at Buyer's risk.
7. INSURANCE: Seller shall maintain the following insurance or self-insurance coverage: Worker's
Compensation in accordance with the statutory requirements of the state in which the work is performed.
Employer's Liability with a limit of liability of $2,000,000 per occurrence for bodily injury by accident or
bodily injury by disease. Commercial General Liability (CGL) for bodily injury and property damage with
a limit of $2,000,000 per occurrence and per location aggregate. Automobile Liability insurance that
covers usage of all owned, non -owned and leased vehicles and which is subject to a combined single
limit per occurrence of $2,000,000. Automobile Liability insurance includes Contractual Liability, but no
special endorsements. Buyer expressly acknowledges and agrees that Seller has set its prices and
entered into this Agreement in reliance upon the limitations of liability, insurance coverage, and other
terms and conditions specified herein, which allocate the risk between Seller and Buyer and form a basis
of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6 and
any and all associated terms, conditions and documents incorporated by specific reference by Seller,
Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according
to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of the date of
shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit
involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit Seller
to control completely the defense, settlement or compromise of any such allegation of infringement.
Seller's warranty as to utility patents only applies to infringement arising solely out of Buyers operation
according to Seller's specifications and instructions of such Goods and/or Software. In the event (1) such
Goods and/or Software are held to infringe such a U.S. patent or copyright in such suit, and the use of
such Goods and/or Software is enjoined, or (ii) a compromise or settlement is made by Seller, Seller
shall have the right, at its option and expense, to procure for Buyer the right to continue using such
Goods and/or Software, or replace them with non -infringing Goods and/or Software, or modify same to
become non -infringing, or grant Buyer a credit for the depreciated value of such Goods and/or Software
and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the
agreement as to future deliveries of such Goods and/or Software, without liability. Except as otherwise
provided herein, Seller or applicable third party licensor to Seller maintains all right, title and interest in
and to the intellectual property in the Goods, Parts, and/or Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
performance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots;
governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or
delays in transportation; unavailability of or delays in the supply of materials, components, parts or labor
required for the design and/or manufacture of Goods, Software or the performance by Seller hereunder;
default of suppliers; or unforeseen circumstances, acts or omissions of Buyer, or any events or causes
beyond Seller's reasonable control. Deliveries or other performance may be suspended for an
appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing,
but the balance of this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller
determines that its ability to supply the total demand for the Goods, Parts, and/or Software, or to obtain
material used directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered,
limited or made impracticable due to causes set forth in this paragraph, Seller may delay or cancel
performance, make equitable adjustments in Seller's price for the Goods, Parts, and/or Software, and/or
allocate its available supply of the Goods, Parts, Software, and/or such material (without obligation to
acquire other supplies of any such Goods, Parts, Software, or material) among its purchasers on such
basis as Seller determines to be equitable without liability for any failure of performance which may result
therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon
payment to Seller of Seller's cancellation charges which include, among other things, all costs and
expenses incurred, and to cover commitments made by the Seller, and a reasonable profit thereon.
Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to order
for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts, and/or
Software manufactured prior to the date of such change.
12. NUCLEARIMEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort, contract
or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent, shall
be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non -transferable royalty free license
to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing such
Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after
execution of Seller's (or the licensors) applicable standard license agreement, the terms of which are
incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller, it
shall be provided to Buyer at Sellersapplicable prices then in effect.
17. INSPECTIONITESTING: Buyer, at its option and expense, may observe the inspection and testing
by Seller of the Goods and/or Software for compliance with Sellers standard test procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as
is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by Buyer
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the
Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect the Goods
and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i) the date of
delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each portion of the
services to inspect the Goods, Parts, and/or Software, and in the event of any non -conformity, Buyer
must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are
not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods,
Parts, and/or Software. Buyer's sole remedy for non -conforming services shall be correct performance
of services incorrectly performed by Seller.
18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller's then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all liens,
encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller's specified location.
Returns made without proper written permission will not be accepted by Seller. Seller reserves the right
to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Sellers quotation, Seller's
order acknowledgement, Seller's scope of work, or other documents referenced herein and therein; b)
any services performed at times other than Sellers normal service hours; c) if timely and reasonable
site and/or equipment access is denied the Seller service representative; d) if it is necessary, due to
local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide
supervision only and the cost of such union or contract labor will be charged to Buyer; (e) if service or
repair is necessary to return equipment to proper operating condition as a result of other than Seller (i)
maintenance, repair, or modification (including, without limitation, changes in specifications or
incorporation of attachments or other features), (ii) misuse or neglect, (including, without limitation,
failure to maintain facilities and equipment in a reasonable manner), (iii) failure to operate equipment in
accordance with applicable specifications, and (iv) catastrophe, accident, or other causes external to
equipment; (f) Seller's performance is made more burdensome or costly as a result of Buyer's failure to
comply with its obligations herein, or (g) any additional obligations or requirements, including but not
limited to those related to insurance requirements, service delivery, building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings
in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European Union,
and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts, Software,
and services may be supplied, will apply to their receipt and use. In no event shall Buyer use, transfer,
release, import, export, Goods, Parts, or Software in violation of such applicable laws, regulations,
orders or requirements.
23. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of Seller
during the period any Goods are being provided to Buyer and for a period of one (1) year after the last
provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding
or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless
hereafter made in writing and signed by the party to be bound, and no modification or additional terms
shall be applicable to this Agreement by Seller's receipt, acknowledgment, or acceptance of purchase
orders, shipping instruction forms, or other documentation containing terms at variance with or in
addition to those set forth herein. Any such modifications or additional terms are specifically rejected
and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior
offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
different terms set forth herein. Seller reserves the right to subcontract services to others. No waiver by
either party with respect to any breach or default or of any right or remedy, and no course of dealing,
shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
remedy, unless such waiver be expressed in writing and signed by the party to be bound. All
typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are
subject to correction. The validity, performance, and all other matters relating to the interpretation and
effect of this Agreement shall be governed by the law of the state of Ohio without regard to its conflict of
laws principles. Buyer and Seller agree that the proper venue for all actions arising in connection
herewith shall be only in Ohio and the parties agree to submit to such jurisdiction. No action, regardless
of form, arising out of transactions relating to this contract, may be brought by either party more than
two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the
International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your non -
personal information and data, which includes without limitation, all data, materials, reports, text, sound,
video, image files, software or any other information ("Service Data") that is provided by, or on behalf of,
Buyer, or collected or compiled by Seller; its affiliates, subsidiaries, or service providers through the
Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers may collect,
compile, retain, use, reproduce, and create derivative works of Service Data: (1) to provide services,
support, and maintenance; (ii) to develop and improve products, software, and services; and (III) for
scientific and technical research and marketing purposes. Buyer is solely responsible for the Service
Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiaries, and
service providers to process and use Service Data as described in this paragraph without violating the
rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries, and service providers to
Buyer or any third party. The Service Data will be aggregated with other information, materials, or data
collected or compiled by, or provided to, Seller, its affiliates, subsidiaries, or service providers and
anonymized, such that the Service Data will not intentionally reveal Buyer's identity. In accordance with
applicable law, Service Data may be transferred, transmitted, or distributed to, stored, and processed
in, cloud computing environments in the United States or any other country in which Seller, its affiliates,
subsidiaries, or service providers maintain operations. By using the Goods, Parts, and/or Software,
Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service
Data. Seller, its affiliates, subsidiaries, and service providers will retain Service Data for as long as is
necessary for Seller and its affiliates and subsidiaries business purposes in accordance with applicable
law. The rights and licenses granted herein to Seller's service providers shall only be granted to the
extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated
with Buyer in accordance with Sellers "Privacy Notice for Customers and Suppliers — California"
available here www.vertiv.com/ca-privacy (the "Notice"), which Notice the Buyer hereby acknowledges
having received, read, and understood. In the event of any queries or concerns with its contents, Buyer
must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
the commencement of performance hereunder, in failure of which, the terms of the Notice will be deemed
accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power and
outlets for testing purposes. The facilities shall be within a reasonable distance from where the Goods
are to be provided. Seller and its representatives shall have full and free access to the equipment in
order to provide the necessary Goods. Buyer authorizes Seller to send a service technician or an
authorized agent to access any site requested by Buyer to perform services, including services on
different scopes of work and equipment as requested by Buyer. Buyer shall provide the means to shut-
off and secure electric power to the equipment and provide safe working conditions. Seller is under no
obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Sellers scope
of work. Buyer shall immediately inform Seller, in writing, at the time of order placement and thereafter,
of any unsafe or hazardous substance or condition at the site, including, but not limited to, the presence
of asbestos or asbestos -containing materials, and shall provide Seller with any applicable Material Data
Safety Sheets regarding the same. Any losses, costs, damages, claims and expenses incurred by Seller
as a result of Buyer's failure to so advise Seller shall be borne by Buyer. Seller, in its sole discretion and
without cost or penalty, reserves the right to cancel its performance under this Agreement or any order
immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
substance or condition or any other circumstance altering Seller's performance hereunder. Buyer shall
appoint a representative familiar with the site and the nature of Seller's performance to be accessible at
all times that Seller personnel are at the site. Seller shall not be liable for any expenses incurred by
Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyers building
structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary
assistance to Seller. Seller shall not be liable or responsible for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party's subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee's own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. VertiVT" and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been taken
to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv's sole discretion
upon notice. SL-70604_REVE 5-22.
ONE YEAR MAINTENANCE AGREEMENT - CITY OF FORT WORTH
1/1/2029 THROUGH 12/31/2029
YEAR 4 OF 5
Dear Laura McClean,
10/30/2025 Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.
CITY OF FORT WORTH
2521 HWY 114 As the rate of change and complexity in your data center increases, Vertiv is the dedicated
FORT WORTH, TX, 76177 partner that you need to help you achieve your goals.
CPQ-941433-4 Please complete all required fields on the signature page and attach your Purchase Order to
assist timely order processing. Should you have any questions regarding the proposal, feel
free to contact me directly at (469) 467-4062. 1 look forward to your response and the
Phone: 817-392-5584 opportunity to work together to improve your data center investment.
Email:
Laura. McClean(a�fortworthtexas.gov
Sincerely,
Bonnie Morris
717 Taylor Drive
Plano TX 75074
PHONE (469) 467-4062
EMAIL bmorris(aMplan.com
Order CPQ-941433-4
3EL
CPQ-941433-04
Liebert UPS / Power / Battery Services:
• We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes,
knowledge of engineering specifications, current issues and how to fix them correctly.
• Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field
technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available, will
cover you.
• With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any
issue can be resolved in the least amount of time possible.
• To make sure we get the right part to the right place at the right time, we have the industry's most sophisticated parts logistics
system. No matter where you are in the US we also have a parts warehouse close to serve you.
• We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our
customers from liability. We care about your safety.
Standard Maintenance Contracts:
Site#: 1261224 ROANOKE
CITY OF FORT WORTH
2521 HWY 114
FORT WORTH, TX 76177
1 Tag #
I Description
Model #
=Annual PM Qty.
Coverage Type
Coverage Amount
120081761
LAMARCHE RECTIFIER
LMHR-10-48V-2-3
1
PM ONLY 8X5
$1,733.61
Item Sub Total Price: $1,733.61
Standard Maintenance Contracts:
Site#: 1261222 — BOLT STREET
CITY OF FORT WORTH
3000 W BOLT ST
FORT WORTH, TX 76110
Tag # j Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1659662
APM 45
NRC90CCSAOAOMl l
2
ESSENTIAL
$5,953.26
1659661
APM45-90PERIPH
NRM130C9C4RA0C95
1
ESSENTIAL
$652.54
1659660
SEALED BATTERY
NRBP9RX1L1AOB20
4
ESSENTIAL
$8,131.67
Item Sub Total Price: $14,737.47
Standard Maintenance Contracts:
Site#: 1261221 — BURNETT PLAZA
CITY OF FORT WORTH
801 CHERRY ST
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1663706
SEALED BATTERY
37BP080XMX1 BNL
4
PREFERRED
$10,300.22
16637051
NPOWER 65-80
37SA08000C613342
2
Preferred —Parts Not Guaranteed - EOL
$12,588.61
1663707
MBC/SLIM LN CAB
37MB0800CC61L
1
PREFERRED
$1,397.82
Item Sub Total Price: $24,286.65
Standard Maintenance Contracts:
Site#: 1261223- TELECOM
CITY OF FORT WORTH
1515 11TH AVE
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
54075598
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
1630594
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
Item Sub Total Price: $3,977.60
Standard Maintenance Contracts:
Site#: 1198119 —WEST LAND 6
WESTLAND 6
10201 CHAPIN RD
ALEDO, TX 76008
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1599832
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1599833
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54090826
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54195033
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $7,955.20
Standard Maintenance Contracts:
Site#: 1147801-ROLLING HILLS
ROLLING HILLS WATER
2500 SE LOOP 820
FORT WORTH, TX 76140
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1604970
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1604971
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1604962
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54075172
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54090824
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54095096
APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $11,932.80
Standard Maintenance Contracts:
Site#: 1228815-NORTH BEACH
4705 RAY WHITE RD
FORT WORTH, TX 76248
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1612032
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1612033
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54090825
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54186065
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $7,955.20
Standard Maintenance Contracts:
Site#: 1162027-BERGH 2
BERGH 1
11149 TRINITY BLVD
EULESS, TX 76040
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1630611
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
1630601
NFIN MBC
NMBHW81
1
ESSENTIAL
$861.02
54075597
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
54095094 APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$3,116.58
Item Sub Total Price: $7,955.20
Total
price not including
tax: :i
any tax required must
Payment Terms:
InvoicingPayment Frequency:
-
be included in customer purchase
Net 30 D.
YEAR
order,533.73
Services shall commence 01/01/2029 and shall be effective for 12/31/2029.
Optional Testin_p Service — per site
Infrared Scan:
Infrared Thermography is an un-invasive and effective means of identifying potential problems before an incident or failure occurs by
detecting abnormal thermal rises in electrical, mechanical, or structural components within a facility. Infrared Thermography is
recommended by the Institute of Electrical and Electronics Engineers (IEEE), National Fire Protection Agency (NFPA) 70E, and more
insurance companies as part of a successful maintenance program on an annual basis.
• IR Scan takes place during regular business hours.
• Deliverables: report with location, description, and recommended solution with infrared and digital pictures of problem areas.
• The equipment list includes all components of UPS electrical system.
• Access covers/panels removed and reinstalled by customer, unless requested otherwise.
• Work performed by Vertiv Corporation.
Benefits of an IR Scan: Identify and deal with emerging problems early enough for maintenance to be performed, thus reducing
emergency repair and maintenance costs, avoiding costly, unscheduled downtime and business interruption, improving overall system
reliability, and extending the life of equipment.
Select Description Model #
Annual PM Qty. Coverage Type Coverage Amount
❑ INFRARED SCAN 1 DAY - 1 TECH - EXCEPTION IMAGES N 8X5 $3,208.90
• ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY CUSTOMER
❑ INFRARED SCAN 1 DAY - 2 TECHS - EXCEPTION IMAGES N 8X5 $6,049.73
ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY VERTIV
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
APM UPS ONLY
ESSENTIAL SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services on Vertiv UPS and
Vertiv internal batteries scheduled by the customer between 8am-5pm, Monday -Friday
(excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform a temperature check on all breakers, connections and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
Annual Service (includes the above, plus)
1. Check the inverter and rectifier snubbers for burned or broken wires.
2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
3. Check fuses on the DC capacitor deck for continuity (if applicable).
4. With customer approval, perform operational test of the system including unit transfer and battery discharge.
5. Calibrate and record all electronics to system specifications.
6. Check or perform Engineering Field Change Notices (FCN) as necessary.
7. Measure and record all low -voltage power supply levels.
8. Record phase -to -phase input voltage and currents.
9. Review system performance with customer to address any questions and to schedule any repairs.
10. Check power capacitors for swelling or leaking oil (if applicable).
11. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
12. Measure and record harmonic trap filter currents (if applicable).
Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only)
Semi -Annual Service
1. Inspect the appearance and cleanliness of the battery and the battery room.
2. Clean normal cell top dirt accumulation (to be done only with battery off line).
3. Measure and record the total battery float voltage and charging current.
4. Measure and record overall AC ripple current.
5. Measure and record overall AC ripple voltage.
6. Visually inspect the jars and covers for cracks and leakage.
7. Visually inspect for evidence of corrosion.
8. Measure and record ambient temperature.
9. Verify the condition of the ventilation equipment, if applicable.
10. Verify the integrity of the battery rack/cabinet.
11. Measure and record 100% of the cell temperatures.
12. Measure and record the float voltage of all cells.lMeasure and record all internal impedance readings.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
Annual Service (includes the above, plus)
1. Re -tighten all battery connections to the battery manufacturer's specifications, offline only.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
All battery checks are recorded through the Field DB reporting system. Only visual battery inspection and total battery voltages
are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through Field DB.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL SINGLE PHASE MODELS (EXCLUDES NFINITY)
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
1. Record the phase to phase and phase to neutral input voltages.
2. Perform a temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
3. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
4. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
5. Inspect for broken, brittle, damaged, or heat stressed components and cables.
6. Clean any foreign material and dust from internal compartments.
7. Perform a status check of alarm circuits.
8. Perform an operational test of the system including unit transfer and battery discharge.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Return the system to normal load and verify the output voltage. Calibrate as necessary.
11. Review system performance with customer to address any system questions.
Battery Full Preventive Maintenance Service
1. Check integrity of battery cabinet.
2. Visually inspect battery system for: swelling, leaks, loose foreign objects, overheated or corroded cables and connectors,
loose connections on batteries, and appropriate product labels related to safety and warning hazards.
3. Clean and neutralize cell tops as required.
4. Tighten all battery terminal connections to their proper specifications.
5. Measure and record DC bus ripple voltage.
6. Measure and record total battery float voltage.
7. Record room ambient temperature.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
PREFERRED SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer at
the customer's convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
■ The Customer is covered by an Essential or Preferred Contract.
• The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
■ Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
ESSENTIAL SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
• The Customer is covered by an Essential or Preferred Contract.
■ The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
PREFERRED SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer at the customer's
convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS NPOWER UPS
PARTS NOT GUARANTEED - EOL
PREFERRED SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services, scheduled by the
customer at the customer's convenience (excluding national holidays).
Response Time Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv's Service City.
Customer Support Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts Includes parts coverage IF AVAILABLE (limits may apply; see Assumptions and Clarifications, as
applicable, for more details).
Labor & Travel Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional Performed by Vertiv factory -trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.
VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE
Vertiv Customer Engineers (CEs) are the only authorized, factory- trained and OEM -supported service providers for Vertiv
equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance.
Using proprietary software PPviST1, Paramset'", and WinSVTTM CEs apply Vertiv's knowledge base to diagnose,
configure and optimize your Vertiv equipment.
Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest
version of operational firmware to ensure equipment is running at optimal performance and efficiency levels.
Vertiv exclusively enables:
Access to OEM engineering support and product enhancements.
Optimized methods of procedure for efficient service supported by proprietary documentation.
Improved MTBR and MTTR.
Root cause forensic analysis.
Continual improvements with tested and certified updates for software and hardware improvements
throughout the equipment's lifecycle.
CEs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.
Benchmarking against the entire service population to identify service trends and provide solutions rapidly or
before they occur, reducing or eliminating customer events and outages.
• Vertiv Services CEs are trained in NFPA and OSHA best practices, and all processes and procedures strictly comply with
NFPA 70A and 70E industry standards.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Conduct diagnostic review with proprietary access to internal event logs.
6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
7. Measure and record the do float voltage at the UPS and at the battery
8. Measure and record the ripple voltage and current
Annual Service
1. Check power capacitors for swelling or leaking oil (if applicable).
2. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
3. Measure and record harmonic trap filter currents (if applicable).
4. Check the inverter and rectifier snubbers for burned or broken wires.
5. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
6. Check fuses on the DC capacitor deck for continuity (if applicable).
7. With customer approval, perform operational test of the system, including unit transfer and battery discharge.
8. Calibrate and record all electronics to system specifications.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Measure and record all low -voltage power supply levels.
11. Record phase -to -phase input voltage and currents.
12. Record real and apparent power for each phase.
13. Review system performance with customer to address any questions and to schedule any repairs.
Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Perform a visual inspection of the battery, battery cabinet or rack and battery room and note any
deficiencies and recommendations.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes batteries, air filters, proactive full bank capacitor and proactive full fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance
program for the battery system.
Modular designed UPS systems may have less accessibility to listed "if applicable" checks above due to the design and usage
of certain UPS systems.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and
coordination purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of
need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between
the parties, if any, shall apply.
Order Number: CPQ-941433-4
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082
FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Bonnie Morris
Attn: Bonnie Morris
Email: bmorris@tplan.com
Fax: (469) 467-4086
Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673
Please complete the following information (All fields are required):
Purchase Order Number:
Purchase Order attached: ❑ Yes X No
If PO NOT attached, please specify reason: PO will be issued upon renewal
Invoice Delivery Method: ❑ Web Billing (Attach Instructions)
❑ Mail ❑ Other
X Accounts Payable Email zz_IT_Finance _Purchasing @ fortworthtexas.gov
Billing Contact Person: IT Finance Purchasi
Email: zz—IT—Finance—Purchasing@fortworthtexas.gov
City of Fort Worth
Bill -To Company Name: attn: IT Solutions Department
Federal Tax ID # 75-6000528
Tax Exempt: XYes (Attach tax exempt certificate)
Phone:
Fax #: N/A
Bill -To Address:100 Fort Worth Trail
Bill -To City, ST zip: Fort Worth, TX 76102
Site Services/IT Contact Person: Phone:
■ ►.
* * COVERAGE DETAILS * *
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty (30) days, parts required to bring
equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call.
All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the
date of this Proposal unless otherwise noted. INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Seller's Terms and Conditions
located at term sconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties, in which case
the Terms and Conditions of the signed agreement shall govern. Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by
Buyer.
Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order
number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below.
Thank you for your business.
Proposed By:
8e4vn Rz MeV" 10/30/2025
Accepted By:
AwMIA— 04/ 10/2026
Ulan ne G iatleiro lAln 1(1 202611 YS Od GDTI
Bonnie Morris Date Buyer Signature Required Date
Dianna Giordano; Assistant City Manager
Printed Name Title Phone
Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:
• Provide your Company's legal name and billing address
• For new Customers:
o Provide your Company's W-9 with matching legal name and address
o Complete a Credit Application Link if requesting credit
ertiv Name and Address
U.S. Orders:
o Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
•
Canadian Orders:
o Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L OB2 Canada
—OR-
3001, rue Douglas B. Floreani, St. Laurent, QC, 114S 1Y7, Canada
roduct and/or Services
Include line -item detail with quantifies for each product/service ordered
Irdered
—OR—
Provide an aggregate solution description with a reference to the Vertiv quote number
.0. Order Value
Line level pricing including a total purchase commitment value
— OR —
Aggregate / total solution value only
ayment Terms
Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms
reight Terms
Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o Identify who is responsible for freight coordination and when title transfers
Orders will be processed as taxable unless a "tax exempt" status is defined on the P.O. and a
ax Status
valid/current tax -exemption certificate is presented with P.O. or already on file with Vertiv
requested Ship Date(s)
Unless expecting immediate or first available shipment date, include specific shipment timing
requests
hip to Address(es)
Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations
al Order Requirements Indicate any special requirements or instructions, such as:
o Formal approval of Submittals before order acceptance
o Milestone Billing details (required either by Customer or Vertiv)
o Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)
Vertiv Corporation V
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services ("Parts") or licensing software and/or
firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to as the
"Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's
scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and licensing
of Software by Seller, and all associated terms, conditions and documents incorporated by specific
reference herein or therein, constitute the complete and exclusive statement of the terms of the
agreement ("Agreement") governing the sale of Goods, Parts, and/or license of Software by Seller to
Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved by
Seller. Seller's acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to all of
Seller's terms and conditions of sale, including terms and conditions that are different from or additional
to the terms and conditions of Buyer's purchase order. Buyer's acceptance of the Goods, Parts, and/or
Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the right in its sole
discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's
quotation, Seller's scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller's shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be bome by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller's price for the Goods, Parts, and/or Software prior to Seller's
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller's then -prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same) affecting
Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for
Buyer's account and shall be added to the price or billed to Buyer separately, at Sellers election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller
hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees, relating to
the collection of past due amounts. If any payment owed to Seller is not paid when due, it shall bear
interest, at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by
law, from the date on which it is due until it is paid. Seller may preserve its interests in payment by
enforcing any applicable mechanic's, labor, construction or similar lien rights. Should Buyer's financial
responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods, Parts, and/or Software. If such cash
payment or security is not provided, in addition to Seller's other rights and remedies, Seller may
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods, Parts,
and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods, Parts,
and/or Software are fully paid for, and Buyer, upon Seller's demand, will execute and deliver to Seller
such instruments as Seller requests to protect and perfect such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the
delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates and/or
performance dates are approximate and not guaranteed. Seller reserves the right to make partial
shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts, and/or
Software for which Buyer has not provided shipping instructions and other required information. If the
shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer for
any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses
resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or Software is
outside of the United States (except for those international sales to Sellers affiliated companies), risk of
loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the
Goods, Parts, and/or Software have passed beyond the territorial limits of the United States. For
international sales to Seller's affiliated companies, all shipments of Goods, Parts, and/or Software are
made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight charges from Seller's facility
to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis, as agreed to by Seller
and Buyer. All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW)
Seller's Shipping Point basis, per Incoterms 2020, with Seller responsible to load goods on Buyer's
nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of
Buyer and shall be submitted by Buyer directly to the carrier. Notwithstanding the above, risk of loss and
legal title to Parts shall transfer to Buyer (i) upon delivery by the Seller, or (ii) at the time Parts are placed
in storage due to Buyer's delay or postponement. Shortages or damages must be identified and signed
for at the time of delivery. Requests for changes in quoted transportation modes will not be made or
accepted on orders already processed unless otherwise mutually agreed upon by Seller and Buyer.
Requests for changes in quoted transportation modes to orders already accepted by Seller will be
subject to new freight terms and billed at the price in effect at the time of the request for change. Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are
subject to Seller's acceptance and adjustment in freight price. The transportation costs quoted by Seller
may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and
will reflect any market increase in transportation costs. If a price for delivery has been quoted, any
changes at the destination for transportation modes, spotting, switching, handling, storage and other
accessorial services and demurrage shall be borne by the customer, and any related increase in
transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller's standard warranty that is
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
sale of Seller's Goods and/or Software and its terms, conditions and limitations are incorporated by
reference herein and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not limited
to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered thermal
vent systems are warranted to be free from defects in material and workmanship for a period of twelve
(12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer,
provided the following conditions are met: (i) Semi-annual preventive maintenance logs are maintained
by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the air conditioner
unit does not vary by greater than +/-10%; and (iii) in the event of accidental or intentional shut-off, a
Thermal Solution Component will not be restarted for at least five (5) minutes; and (iv) the refrigerant
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and,
(v) Buyer complies with all installation, operations and maintenance instructions provided by Seller.
Goods, Parts and/or Software purchased by Seller from a third party for resale or license to Buyer
Vertiv Corp Terms & Conditions — Rev 2018
("Resale Products") shall carry only the warranty extended by the original manufacturer: To the extent
assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED
HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER. THE
WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8
ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE
GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS
ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR
INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses or damages due to
misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized
modification or alteration, use beyond rated capacity, unsuitable power sources or environmental
conditions, improper installation, repair, handling, maintenance or application or any other cause not the
fault of Seller. To the extent that Buyer or its agents have supplied specifications, information,
representation of operating conditions or other data to Seller in the selection or design of the Goods
and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the event that
actual operating conditions or other conditions differ from those represented by Buyer, any warranties
or other provisions contained herein that are affected by such conditions shall be null and void. Buyer
assumes all other responsibility for any loss, damage, or injury to persons or property arising out of,
connected with, or resulting from the use of Goods, Parts, and/or Software, either alone or in combination
with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR BREACH
OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION
8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE
PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED
BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF
ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS, AND/OR
SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER
AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT EXTEND
TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term "consequential
damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of
use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power
and loss or damage to property or equipment. It is expressly understood that any technical advice
furnished by Seller with respect to the use of the Goods, Parts and/or Software is given without charge,
and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice
being given and accepted at Buyer's risk.
7. INSURANCE: Seller shall maintain the following insurance or self-insurance coverage: Worker's
Compensation in accordance with the statutory requirements of the state in which the work is performed.
Employer's Liability with a limit of liability of $2,000,000 per occurrence for bodily injury by accident or
bodily injury by disease. Commercial General Liability (CGL) for bodily injury and property damage with
a limit of $2,000,000 per occurrence and per location aggregate. Automobile Liability insurance that
covers usage of all owned, non -owned and leased vehicles and which is subject to a combined single
limit per occurrence of $2,000,000. Automobile Liability insurance includes Contractual Liability, but no
special endorsements. Buyer expressly acknowledges and agrees that Seller has set its prices and
entered into this Agreement in reliance upon the limitations of liability, insurance coverage, and other
terms and conditions specified herein, which allocate the risk between Seller and Buyer and form a basis
of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6 and
any and all associated terms, conditions and documents incorporated by specific reference by Seller,
Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according
to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of the date of
shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit
involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit Seller
to control completely the defense, settlement or compromise of any such allegation of infringement.
Seller's warranty as to utility patents only applies to infringement arising solely out of Buyers operation
according to Seller's specifications and instructions of such Goods and/or Software. In the event (1) such
Goods and/or Software are held to infringe such a U.S. patent or copyright in such suit, and the use of
such Goods and/or Software is enjoined, or (ii) a compromise or settlement is made by Seller, Seller
shall have the right, at its option and expense, to procure for Buyer the right to continue using such
Goods and/or Software, or replace them with non -infringing Goods and/or Software, or modify same to
become non -infringing, or grant Buyer a credit for the depreciated value of such Goods and/or Software
and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the
agreement as to future deliveries of such Goods and/or Software, without liability. Except as otherwise
provided herein, Seller or applicable third party licensor to Seller maintains all right, title and interest in
and to the intellectual property in the Goods, Parts, and/or Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
performance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots;
governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or
delays in transportation; unavailability of or delays in the supply of materials, components, parts or labor
required for the design and/or manufacture of Goods, Software or the performance by Seller hereunder;
default of suppliers; or unforeseen circumstances, acts or omissions of Buyer, or any events or causes
beyond Seller's reasonable control. Deliveries or other performance may be suspended for an
appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing,
but the balance of this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller
determines that its ability to supply the total demand for the Goods, Parts, and/or Software, or to obtain
material used directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered,
limited or made impracticable due to causes set forth in this paragraph, Seller may delay or cancel
performance, make equitable adjustments in Seller's price for the Goods, Parts, and/or Software, and/or
allocate its available supply of the Goods, Parts, Software, and/or such material (without obligation to
acquire other supplies of any such Goods, Parts, Software, or material) among its purchasers on such
basis as Seller determines to be equitable without liability for any failure of performance which may result
therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon
payment to Seller of Seller's cancellation charges which include, among other things, all costs and
expenses incurred, and to cover commitments made by the Seller, and a reasonable profit thereon.
Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to order
for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts, and/or
Software manufactured prior to the date of such change.
12. NUCLEARIMEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort, contract
or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent, shall
be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non -transferable royalty free license
to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing such
Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after
execution of Seller's (or the licensors) applicable standard license agreement, the terms of which are
incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller, it
shall be provided to Buyer at Sellersapplicable prices then in effect.
17. INSPECTIONITESTING: Buyer, at its option and expense, may observe the inspection and testing
by Seller of the Goods and/or Software for compliance with Sellers standard test procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as
is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by Buyer
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the
Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect the Goods
and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i) the date of
delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each portion of the
services to inspect the Goods, Parts, and/or Software, and in the event of any non -conformity, Buyer
must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are
not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods,
Parts, and/or Software. Buyer's sole remedy for non -conforming services shall be correct performance
of services incorrectly performed by Seller.
18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller's then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all liens,
encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller's specified location.
Returns made without proper written permission will not be accepted by Seller. Seller reserves the right
to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Sellers quotation, Seller's
order acknowledgement, Seller's scope of work, or other documents referenced herein and therein; b)
any services performed at times other than Sellers normal service hours; c) if timely and reasonable
site and/or equipment access is denied the Seller service representative; d) if it is necessary, due to
local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide
supervision only and the cost of such union or contract labor will be charged to Buyer; (e) if service or
repair is necessary to return equipment to proper operating condition as a result of other than Seller (i)
maintenance, repair, or modification (including, without limitation, changes in specifications or
incorporation of attachments or other features), (ii) misuse or neglect, (including, without limitation,
failure to maintain facilities and equipment in a reasonable manner), (iii) failure to operate equipment in
accordance with applicable specifications, and (iv) catastrophe, accident, or other causes external to
equipment; (f) Seller's performance is made more burdensome or costly as a result of Buyer's failure to
comply with its obligations herein, or (g) any additional obligations or requirements, including but not
limited to those related to insurance requirements, service delivery, building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings
in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European Union,
and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts, Software,
and services may be supplied, will apply to their receipt and use. In no event shall Buyer use, transfer,
release, import, export, Goods, Parts, or Software in violation of such applicable laws, regulations,
orders or requirements.
23. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of Seller
during the period any Goods are being provided to Buyer and for a period of one (1) year after the last
provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding
or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless
hereafter made in writing and signed by the party to be bound, and no modification or additional terms
shall be applicable to this Agreement by Seller's receipt, acknowledgment, or acceptance of purchase
orders, shipping instruction forms, or other documentation containing terms at variance with or in
addition to those set forth herein. Any such modifications or additional terms are specifically rejected
and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior
offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
different terms set forth herein. Seller reserves the right to subcontract services to others. No waiver by
either party with respect to any breach or default or of any right or remedy, and no course of dealing,
shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
remedy, unless such waiver be expressed in writing and signed by the party to be bound. All
typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are
subject to correction. The validity, performance, and all other matters relating to the interpretation and
effect of this Agreement shall be governed by the law of the state of Ohio without regard to its conflict of
laws principles. Buyer and Seller agree that the proper venue for all actions arising in connection
herewith shall be only in Ohio and the parties agree to submit to such jurisdiction. No action, regardless
of form, arising out of transactions relating to this contract, may be brought by either party more than
two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the
International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your non -
personal information and data, which includes without limitation, all data, materials, reports, text, sound,
video, image files, software or any other information ("Service Data") that is provided by, or on behalf of,
Buyer, or collected or compiled by Seller; its affiliates, subsidiaries, or service providers through the
Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers may collect,
compile, retain, use, reproduce, and create derivative works of Service Data: (1) to provide services,
support, and maintenance; (ii) to develop and improve products, software, and services; and (III) for
scientific and technical research and marketing purposes. Buyer is solely responsible for the Service
Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiaries, and
service providers to process and use Service Data as described in this paragraph without violating the
rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries, and service providers to
Buyer or any third party. The Service Data will be aggregated with other information, materials, or data
collected or compiled by, or provided to, Seller, its affiliates, subsidiaries, or service providers and
anonymized, such that the Service Data will not intentionally reveal Buyer's identity. In accordance with
applicable law, Service Data may be transferred, transmitted, or distributed to, stored, and processed
in, cloud computing environments in the United States or any other country in which Seller, its affiliates,
subsidiaries, or service providers maintain operations. By using the Goods, Parts, and/or Software,
Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service
Data. Seller, its affiliates, subsidiaries, and service providers will retain Service Data for as long as is
necessary for Seller and its affiliates and subsidiaries business purposes in accordance with applicable
law. The rights and licenses granted herein to Seller's service providers shall only be granted to the
extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated
with Buyer in accordance with Sellers "Privacy Notice for Customers and Suppliers — California"
available here www.vertiv.com/ca-privacy (the "Notice"), which Notice the Buyer hereby acknowledges
having received, read, and understood. In the event of any queries or concerns with its contents, Buyer
must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
the commencement of performance hereunder, in failure of which, the terms of the Notice will be deemed
accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power and
outlets for testing purposes. The facilities shall be within a reasonable distance from where the Goods
are to be provided. Seller and its representatives shall have full and free access to the equipment in
order to provide the necessary Goods. Buyer authorizes Seller to send a service technician or an
authorized agent to access any site requested by Buyer to perform services, including services on
different scopes of work and equipment as requested by Buyer. Buyer shall provide the means to shut-
off and secure electric power to the equipment and provide safe working conditions. Seller is under no
obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Sellers scope
of work. Buyer shall immediately inform Seller, in writing, at the time of order placement and thereafter,
of any unsafe or hazardous substance or condition at the site, including, but not limited to, the presence
of asbestos or asbestos -containing materials, and shall provide Seller with any applicable Material Data
Safety Sheets regarding the same. Any losses, costs, damages, claims and expenses incurred by Seller
as a result of Buyer's failure to so advise Seller shall be borne by Buyer. Seller, in its sole discretion and
without cost or penalty, reserves the right to cancel its performance under this Agreement or any order
immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
substance or condition or any other circumstance altering Seller's performance hereunder. Buyer shall
appoint a representative familiar with the site and the nature of Seller's performance to be accessible at
all times that Seller personnel are at the site. Seller shall not be liable for any expenses incurred by
Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyers building
structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary
assistance to Seller. Seller shall not be liable or responsible for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party's subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee's own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. VertiVT" and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been taken
to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv's sole discretion
upon notice. SL-70604_REVE 5-22.
ONE YEAR MAINTENANCE AGREEMENT - CITY OF FORT WORTH
1/1/2030 THROUGH 12/31/2030
YEAR 5 OF 5
Dear Laura McClean,
10/30/2025 Thank you for your interest in Vertiv Corporation. We are pleased to submit the following
proposal for your review and consideration.
CITY OF FORT WORTH
2521 HWY 114 As the rate of change and complexity in your data center increases, Vertiv is the dedicated
FORT WORTH, TX, 76177 partner that you need to help you achieve your goals.
CPQ-941433-5 Please complete all required fields on the signature page and attach your Purchase Order to
assist timely order processing. Should you have any questions regarding the proposal, feel
free to contact me directly at (469) 467-4062. 1 look forward to your response and the
Phone: 817-392-5584 opportunity to work together to improve your data center investment.
Email:
Laura. McClean(a�fortworthtexas.gov
Sincerely,
Bonnie Morris
717 Taylor Drive
Plano TX 75074
PHONE (469) 467-4062
EMAIL bmorris(aMplan.com
Order CPQ-941433-5
3EL
CPQ-941433-05
Liebert UPS / Power / Battery Services:
• We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes,
knowledge of engineering specifications, current issues and how to fix them correctly.
• Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field
technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available, will
cover you.
• With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any
issue can be resolved in the least amount of time possible.
• To make sure we get the right part to the right place at the right time, we have the industry's most sophisticated parts logistics
system. No matter where you are in the US we also have a parts warehouse close to serve you.
• We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our
customers from liability. We care about your safety.
Standard Maintenance Contracts:
Site#: 1261224 ROANOKE
CITY OF FORT WORTH
2521 HWY 114
FORT WORTH, TX 76177
1 Tag #
I Description
Model #
=Annual PM Qty.
Coverage Type
Coverage Amount
120081761
LAMARCHE RECTIFIER
LMHR-10-48V-2-3
1
PM ONLY 8X5
$1,872.30
Item Sub Total Price: $1,872.30
Standard Maintenance Contracts:
Site#: 1261222 — BOLT STREET
CITY OF FORT WORTH
3000 W BOLT ST
FORT WORTH, TX 76110
Tag # j Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1659662
APM 45
NRC90CCSAOAOMl l
2
ESSENTIAL
$6,429.52
1659661
APM45-90PERIPH
NRM130C9C4RA0C95
1
ESSENTIAL
$704.74
1659660
SEALED BATTERY
NRBP9RX1L1AOB20
4
ESSENTIAL
$8,782.20
Item Sub Total Price: $15,916.46
Standard Maintenance Contracts:
Site#: 1261221 — BURNETT PLAZA
CITY OF FORT WORTH
801 CHERRY ST
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1663706
SEALED BATTERY
37BP080XMX1BNL
4
PREFERRED
$11,124.24
16637051
NPOWER 65-80
37SA08000C613342
2
Preferred —Parts Not Guaranteed - EOL
$13,595.70
1663707
MBC/SLIM LN CAB
37MB0800CC61L
1
PREFERRED
$1,509.65
Item Sub Total Price: $26,229.59
Standard Maintenance Contracts:
Site#: 1261223- TELECOM
CITY OF FORT WORTH
1515 11TH AVE
FORT WORTH, TX 76102
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
54075598
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
1630594
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
Item Sub Total Price: $4,295.81
Standard Maintenance Contracts:
Site#: 1198119 —WEST LAND 6
WESTLAND 6
10201 CHAPIN RD
ALEDO, TX 76008
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1599832
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
1599833
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
54090826
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
54195033
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
Item Sub Total Price: $8,591.62
Standard Maintenance Contracts:
Site#: 1147801-ROLLING HILLS
ROLLING HILLS WATER
2500 SE LOOP 820
FORT WORTH, TX 76140
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1604970
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
1604971
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
1604962
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
54075172
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
54090824
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
54095096
APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
Item Sub Total Price: $12,887.43
Standard Maintenance Contracts:
Site#: 1228815-NORTH BEACH
4705 RAY WHITE RD
FORT WORTH, TX 76248
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1612032
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
1612033
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
54090825
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
54186065
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
Item Sub Total Price: $8,591.62
Standard Maintenance Contracts:
Site#: 1162027-BERGH 2
BERGH 1
11149 TRINITY BLVD
EULESS, TX 76040
Tag #
Description
Model #
Annual PM Qty.
Coverage Type
Coverage Amount
1630611
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
1630601
NFIN MBC
NMBHW81
1
ESSENTIAL
$929.90
54075597
APS 5-20
AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
54095094 APS 5-20
1 AS6DONCJGNNX5EU
1
ESSENTIAL
$3,365.91
Item Sub Total Price: $8,591.62
price not including
any tax required must be included
Payment Terms:
InvoicingPayment Frequency:
-
tax: $86,976.45
orderTotal
in customer purchase
Net 30 Days
YEAR
Services shall commence 01/01/2030 and shall be effective for 12/31/2030.
Optional Testin_p Service — per site
Infrared Scan:
Infrared Thermography is an un-invasive and effective means of identifying potential problems before an incident or failure occurs by
detecting abnormal thermal rises in electrical, mechanical, or structural components within a facility. Infrared Thermography is
recommended by the Institute of Electrical and Electronics Engineers (IEEE), National Fire Protection Agency (NFPA) 70E, and more
insurance companies as part of a successful maintenance program on an annual basis.
• IR Scan takes place during regular business hours.
• Deliverables: report with location, description, and recommended solution with infrared and digital pictures of problem areas.
• The equipment list includes all components of UPS electrical system.
• Access covers/panels removed and reinstalled by customer, unless requested otherwise.
• Work performed by Vertiv Corporation.
Benefits of an IR Scan: Identify and deal with emerging problems early enough for maintenance to be performed, thus reducing
emergency repair and maintenance costs, avoiding costly, unscheduled downtime and business interruption, improving overall system
reliability, and extending the life of equipment.
Select Description Model #
Annual PM Qty. Coverage Type Coverage Amount
❑ INFRARED SCAN 1 DAY - 1 TECH - EXCEPTION IMAGES N 8X5 $3,465.61
• ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY CUSTOMER
❑ INFRARED SCAN 1 DAY - 2 TECHS - EXCEPTION IMAGES N 8X5 $6,533.71
ACCESS COVERS AND PANELS REMOVED AND REINSTALLED BY VERTIV
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
APM UPS ONLY
ESSENTIAL SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services on Vertiv UPS and
Vertiv internal batteries scheduled by the customer between 8am-5pm, Monday -Friday
(excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform a temperature check on all breakers, connections and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
Annual Service (includes the above, plus)
1. Check the inverter and rectifier snubbers for burned or broken wires.
2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
3. Check fuses on the DC capacitor deck for continuity (if applicable).
4. With customer approval, perform operational test of the system including unit transfer and battery discharge.
5. Calibrate and record all electronics to system specifications.
6. Check or perform Engineering Field Change Notices (FCN) as necessary.
7. Measure and record all low -voltage power supply levels.
8. Record phase -to -phase input voltage and currents.
9. Review system performance with customer to address any questions and to schedule any repairs.
10. Check power capacitors for swelling or leaking oil (if applicable).
11. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
12. Measure and record harmonic trap filter currents (if applicable).
Internal Battery Full Preventive Maintenance Service (applicable to 45kVA units only)
Semi -Annual Service
1. Inspect the appearance and cleanliness of the battery and the battery room.
2. Clean normal cell top dirt accumulation (to be done only with battery off line).
3. Measure and record the total battery float voltage and charging current.
4. Measure and record overall AC ripple current.
5. Measure and record overall AC ripple voltage.
6. Visually inspect the jars and covers for cracks and leakage.
7. Visually inspect for evidence of corrosion.
8. Measure and record ambient temperature.
9. Verify the condition of the ventilation equipment, if applicable.
10. Verify the integrity of the battery rack/cabinet.
11. Measure and record 100% of the cell temperatures.
12. Measure and record the float voltage of all cells.lMeasure and record all internal impedance readings.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
Annual Service (includes the above, plus)
1. Re -tighten all battery connections to the battery manufacturer's specifications, offline only.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
All battery checks are recorded through the Field DB reporting system. Only visual battery inspection and total battery voltages
are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through Field DB.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL SINGLE PHASE MODELS (EXCLUDES NFINITY)
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage including internal batteries (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
1. Record the phase to phase and phase to neutral input voltages.
2. Perform a temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
3. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
4. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
5. Inspect for broken, brittle, damaged, or heat stressed components and cables.
6. Clean any foreign material and dust from internal compartments.
7. Perform a status check of alarm circuits.
8. Perform an operational test of the system including unit transfer and battery discharge.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Return the system to normal load and verify the output voltage. Calibrate as necessary.
11. Review system performance with customer to address any system questions.
Battery Full Preventive Maintenance Service
1. Check integrity of battery cabinet.
2. Visually inspect battery system for: swelling, leaks, loose foreign objects, overheated or corroded cables and connectors,
loose connections on batteries, and appropriate product labels related to safety and warning hazards.
3. Clean and neutralize cell tops as required.
4. Tighten all battery terminal connections to their proper specifications.
5. Measure and record DC bus ripple voltage.
6. Measure and record total battery float voltage.
7. Record room ambient temperature.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
PREFERRED SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer at
the customer's convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
■ The Customer is covered by an Essential or Preferred Contract.
• The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
■ Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
STATIONARY BATTERY SYSTEMS
SEALED VRLA BATTERY
ESSENTIAL SERVICE - 4 PM
SERVICE SUMMARY
On -Site Service
Includes 3 Quarterly, 1 Annual Preventive Maintenance Services, scheduled by the customer
between 8am-5pm, Monday -Friday (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv's Service city.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Internal Battery Coverage
Includes parts, labor, disposal and battery jars as required - up to 10% of the battery jars per
year, not accumulated over contract term (limits may apply; see Assumptions and
Clarifications, as applicable, for more details).
Labor & Travel
Includes 100% labor and travel coverage.
Service Professional
Performed by Vertiv factory -trained and authorized technician equipped with Vertiv
Proprietary tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM
service providers for Vertiv products.
Battery Recycling
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**Annual Service PM is recommended for the initial PM visit.**
Quarterly Service
1. Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be
done only with battery off line).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record overall AC ripple voltage.
4. Measure and record overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the condition of the ventilation equipment, if applicable.
9. Verify the integrity of the battery rack/cabinet.
10. Measure and record 100% of the cell temperatures.
11. Measure and record the float voltage of all cells.
12. Measure and record all internal Ohmic values.
13. Provide a detailed written report noting any deficiencies and corrective action needed, taken, and/or planned.
Annual Service (plus Quarterly Service)
Re -tighten all connections to the battery manufacturer's specifications, if applicable. Refer to the manufacturer's literature
to determine if re -tightening is required.
Measure and record all battery connection Ohmic values, when applicable.
Measure and record 100% of the cell temperatures.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
2. Minor repairs to battery systems occurring during the contract period will be covered by the contract.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
• The Customer is covered by an Essential or Preferred Contract.
■ The battery string is in overall good health as determined by Vertiv; the battery string is not beyond expected service years
or has had excessive single jar replacements that would make the string unstable.
• Up to 10%of defective battery jars may be replaced within a 12-month period as exclusively determined by Vertiv
Services.
Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
• Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
• Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
• Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
• Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between the
parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
PERIPHERALS MAINTENANCE BYPASS CABINET MODULE BATTERY DISCONNECT, LOAD BUS
SYNC, POWER TIE, SLIM LINE DISTRIBUTION CABINET
PREFERRED SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Includes 1 Preventive Maintenance Service, scheduled by the customer at the customer's
convenience (excluding national holidays).
Response Time
Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles
of a Vertiv Services' Service City.
Customer Support
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts
Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for
more details).
Labor & Travel
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional
Performed by Vertiv factory trained and authorized technician. Vertiv Services is the OEM
service provider for Liebert products.
SERVICE PERFORMED
1. Perform a complete visual inspection of the equipment, including sub -assemblies, wiring harnesses, contacts, cables and
major components.
2. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary.
3. Clean any foreign material and dust from internal compartments.
4. Perform a status check of alarm circuits. (If Applicable).
5. Calibration of the equipment to meet manufacturer's specifications (if applicable).
6. Operational checkout of the system to include transfers and proper status indications.
7. Check or perform Engineering Field Change Notices (FCN) as necessary.
8. Return unit to operational service with normal load then measure and verify display indications.
ASSUMPTIONS AND CLARIFICATIONS
Includes 100% parts coverage, excluding circuit breakers and switches.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination
purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of need
by contacting the Vertiv Services Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
allRT-11 011111XV-9101 III I 11191M
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS NPOWER UPS
PARTS NOT GUARANTEED - EOL
PREFERRED SERVICE - 2 PM
SERVICE SUMMARY
On -Site Service Includes 1 Annual and 1 Semi -Annual Preventive Maintenance Services, scheduled by the
customer at the customer's convenience (excluding national holidays).
Response Time Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within 150 miles of
a Vertiv's Service City.
Customer Support Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Parts Includes parts coverage IF AVAILABLE (limits may apply; see Assumptions and Clarifications, as
applicable, for more details).
Labor & Travel Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Service Professional Performed by Vertiv factory -trained and authorized technician equipped with Vertiv Proprietary
tools and software. Vertiv CEs and Vertiv Partners are the only approved OEM service providers
for Vertiv products.
VERTIV PROPRIETARY SERVICE TOOLS AND SOFTWARE
Vertiv Customer Engineers (CEs) are the only authorized, factory- trained and OEM -supported service providers for Vertiv
equipment with access to Vertiv's proprietary service tools and software to ensure optimal equipment performance.
Using proprietary software PPviST1, Paramset'", and WinSVTTM CEs apply Vertiv's knowledge base to diagnose,
configure and optimize your Vertiv equipment.
Vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest
version of operational firmware to ensure equipment is running at optimal performance and efficiency levels.
Vertiv exclusively enables:
Access to OEM engineering support and product enhancements.
Optimized methods of procedure for efficient service supported by proprietary documentation.
Improved MTBR and MTTR.
Root cause forensic analysis.
Continual improvements with tested and certified updates for software and hardware improvements
throughout the equipment's lifecycle.
CEs to be equipped with proprietary service documentation that provides access to the latest method of
procedures and event data to return equipment online in the most efficient manner possible.
Benchmarking against the entire service population to identify service trends and provide solutions rapidly or
before they occur, reducing or eliminating customer events and outages.
• Vertiv Services CEs are trained in NFPA and OSHA best practices, and all processes and procedures strictly comply with
NFPA 70A and 70E industry standards.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Semi -Annual Service
1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high
temperature areas.
2. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and
major components.
3. Check air filters for cleanliness. (if applicable)
4. Check rectifier and inverter snubber boards for discoloration.
5. Conduct diagnostic review with proprietary access to internal event logs.
6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
7. Measure and record the do float voltage at the UPS and at the battery
8. Measure and record the ripple voltage and current
Annual Service
1. Check power capacitors for swelling or leaking oil (if applicable).
2. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable).
3. Measure and record harmonic trap filter currents (if applicable).
4. Check the inverter and rectifier snubbers for burned or broken wires.
5. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
6. Check fuses on the DC capacitor deck for continuity (if applicable).
7. With customer approval, perform operational test of the system, including unit transfer and battery discharge.
8. Calibrate and record all electronics to system specifications.
9. Check or perform Engineering Field Change Notices (FCN) as necessary.
10. Measure and record all low -voltage power supply levels.
11. Record phase -to -phase input voltage and currents.
12. Record real and apparent power for each phase.
13. Review system performance with customer to address any questions and to schedule any repairs.
Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Perform a visual inspection of the battery, battery cabinet or rack and battery room and note any
deficiencies and recommendations.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes batteries, air filters, proactive full bank capacitor and proactive full fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance
program for the battery system.
Modular designed UPS systems may have less accessibility to listed "if applicable" checks above due to the design and usage
of certain UPS systems.
CUSTOMER RESPONSIBILITIES
In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following:
Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and
coordination purposes.
Scheduling: Make dates available for scheduling service. All visits must be requested 10 business days in advance of
need by contacting the Vertiv Customer Resolution Center at 1-800-543-2378.
Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work,
notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc.
Shutdown: Service may require shutdown of load to ensure electrical connection integrity.
Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service personnel 24-
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Terms & Conditions or the terms of a Master Agreement between
the parties, if any, shall apply.
Order Number: CPQ-941433-5
Purchase Order must be assigned to:
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082
FID# 31-0715256
PO should be e-mailed or faxed with signed proposal to:
Vertiv Corporation c/o Bonnie Morris
Attn: Bonnie Morris
Email: bmorris@tplan.com
Fax: (469) 467-4086
Payment remittance address:
Vertiv Corporation
PO Box 70474
Chicago, IL 60673
Please complete the following information (All fields are required):
Purchase Order Number:
Purchase Order attached: ❑ Yes X No
If PO NOT attached, please specify reason: PO will be issued upon renewal
Invoice Delivery Method: ❑ Web Billing (Attach Instructions)
❑ Mail ❑ Other
0 Accounts Payable Email zz IT Finance Purchasing @ fortworthtexas.goy
Billing Contact Person: IT Finance Purchasing Phone:
Email: zz—IT—Finance—Purchasing@fortworthtexas.gov
City of Fort Worth
Bill -To Company Name: attn: IT Solutions Department
Federal Tax ID # 75-6000528
Tax Exempt: X Yes (Attach tax exempt certificate)
Fax #: N/A
Bill -To Address: 100 Fort Worth Trail
Bill -To City, ST zip: Fort Worth, TX 76102
Site Services/IT Contact Person: Phone:
■ ►.
* * COVERAGE DETAILS * *
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty (30) days, parts required to bring
equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call.
All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way. This Proposal is valid for 30 days from the
date of this Proposal unless otherwise noted. INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Seller's Terms and Conditions
located at term sconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties, in which case
the Terms and Conditions of the signed agreement shall govern. Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by
Buyer.
Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order
number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below.
Thank you for your business.
Proposed By:
8e4vn Rz MeV" 10/30/2025
Accepted By:
Auur�►64— 04/ 10/2026
y„ ,("I I i s zone ,1 r Q cor)
Bonnie Morris Date Buyer Signature Required Date
Dianna Giordano; Assistant City Manager
Printed Name Title Phone
Vertiv Purchase Order Acceptance Requirements:
To ensure efficient order processing, Vertiv requests the following information be included with all purchase orders:
• Provide your Company's legal name and billing address
• For new Customers:
o Provide your Company's W-9 with matching legal name and address
o Complete a Credit Application Link if requesting credit
ertiv Name and Address
U.S. Orders:
o Vertiv Corporation
505 N. Cleveland Ave, Westerville, OH 43082
•
Canadian Orders:
o Vertiv Canada ULC
#7-3800B Laird Rd., Mississauga, ON L5L OB2 Canada
—OR-
3001, rue Douglas B. Floreani, St. Laurent, QC, 114S 1Y7, Canada
roduct and/or Services
Include line -item detail with quantifies for each product/service ordered
Irdered
—OR—
Provide an aggregate solution description with a reference to the Vertiv quote number
.0. Order Value
Line level pricing including a total purchase commitment value
— OR —
Aggregate / total solution value only
ayment Terms
Specify payment terms or include a reference to an executed contract with Vertiv detailing
repayment terms
reight Terms
Specify INCOTERMS or Freight terms to define if freight value is included in the P.O. value
o Identify who is responsible for freight coordination and when title transfers
Orders will be processed as taxable unless a "tax exempt" status is defined on the P.O. and a
ax Status
valid/current tax -exemption certificate is presented with P.O. or already on file with Vertiv
requested Ship Date(s)
Unless expecting immediate or first available shipment date, include specific shipment timing
requests
hip to Address(es)
Provide detailed shipping or handling instructions, including address for specific product
shipments or service locations
al Order Requirements Indicate any special requirements or instructions, such as:
o Formal approval of Submittals before order acceptance
o Milestone Billing details (required either by Customer or Vertiv)
o Special sourcing requirements such as DPAS (Defense Prioritization) or BAA (Build
America Act)
Vertiv Corporation V
TERMS AND CONDITIONS OF SALE
Vertiv Corporation is herein referred to as the "Seller" and the customer or person or entity purchasing
goods and/or services ("Goods") and/or parts required for services ("Parts") or licensing software and/or
firmware, which are preloaded, or to be used with Goods ("Software") from Seller is referred to as the
"Buyer." These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's
scope or statement of work, or invoice from Seller relevant to the sale of the Goods, Parts and licensing
of Software by Seller, and all associated terms, conditions and documents incorporated by specific
reference herein or therein, constitute the complete and exclusive statement of the terms of the
agreement ("Agreement") governing the sale of Goods, Parts, and/or license of Software by Seller to
Buyer. Any discrepancies between the terms of the above referenced documents shall be resolved by
Seller. Seller's acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to all of
Seller's terms and conditions of sale, including terms and conditions that are different from or additional
to the terms and conditions of Buyer's purchase order. Buyer's acceptance of the Goods, Parts, and/or
Software will manifest Buyer's assent to the terms of this Agreement. Seller reserves the right in its sole
discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by Seller for
the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's
quotation, Seller's scope of work or acknowledgment of Buyer's order for the Goods, whichever occurs
first, provided an unconditional authorization from Buyer for the shipment or performance of the Goods
and/or Parts, and/or Software is received and accepted by Seller within such time period. If such
authorization is not received by Seller within such thirty (30) day period, Seller shall have the right to
change the price for the Goods, Parts and/or Software to Seller's price for the Goods, Parts, and/or
Software at the time of Seller's shipment or performance thereof. All prices and licensee fees are
exclusive of taxes, transportation and insurance, which are to be bome by Buyer. Seller reserves the
right to correct any obvious errors in specifications or prices and, in the event of a force majeure event,
make equitable adjustments in Seller's price for the Goods, Parts, and/or Software prior to Seller's
shipment or performance thereof. Unless otherwise specified by Seller, Parts that are required for the
performance of services will be furnished at Seller's then -prevailing prices. A service charge of $19.99
will be added to all orders which, excluding shipping charges, taxes, and insurance, do not meet the
minimum order value of $750.00. The service charge amount and/or minimum order value may be
changed by Seller at any time, without notice.
2. TAXES: Any current or future tax, duty, tariff or governmental charge (or increase in same) affecting
Seller's costs of production, sale, services or delivery or shipment of Goods Parts, and/or Software, or
which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery,
performance, storage, processing, use or consumption of Goods, Parts, and/or Software, shall be for
Buyer's account and shall be added to the price or billed to Buyer separately, at Sellers election.
3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are net thirty (30) days from
date of Seller's invoice in U.S. currency. Seller shall have the right, among other remedies, either to
terminate this Agreement or to suspend further performance under this and/or other agreements with
Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller
hereby amend accordingly. Buyer shall be liable for all expenses, including attorneys' fees, relating to
the collection of past due amounts. If any payment owed to Seller is not paid when due, it shall bear
interest, at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by
law, from the date on which it is due until it is paid. Seller may preserve its interests in payment by
enforcing any applicable mechanic's, labor, construction or similar lien rights. Should Buyer's financial
responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be
required by Seller for future deliveries or performance of Goods, Parts, and/or Software. If such cash
payment or security is not provided, in addition to Seller's other rights and remedies, Seller may
discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods, Parts,
and/or Software sold to Buyer by Seller, which security interest shall continue until all such Goods, Parts,
and/or Software are fully paid for, and Buyer, upon Seller's demand, will execute and deliver to Seller
such instruments as Seller requests to protect and perfect such security interest.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to maintain the
delivery date(s) and/or performance dates acknowledged or quoted by Seller, all shipping dates and/or
performance dates are approximate and not guaranteed. Seller reserves the right to make partial
shipments. Seller, at its option, shall not be bound to tender delivery of any Goods, Parts, and/or
Software for which Buyer has not provided shipping instructions and other required information. If the
shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer for
any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses
resulting therefrom. For sales in which the end destination of the Goods, Parts, and/or Software is
outside of the United States (except for those international sales to Sellers affiliated companies), risk of
loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the
Goods, Parts, and/or Software have passed beyond the territorial limits of the United States. For
international sales to Seller's affiliated companies, all shipments of Goods, Parts, and/or Software are
made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight charges from Seller's facility
to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis, as agreed to by Seller
and Buyer. All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW)
Seller's Shipping Point basis, per Incoterms 2020, with Seller responsible to load goods on Buyer's
nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of
Buyer and shall be submitted by Buyer directly to the carrier. Notwithstanding the above, risk of loss and
legal title to Parts shall transfer to Buyer (i) upon delivery by the Seller, or (ii) at the time Parts are placed
in storage due to Buyer's delay or postponement. Shortages or damages must be identified and signed
for at the time of delivery. Requests for changes in quoted transportation modes will not be made or
accepted on orders already processed unless otherwise mutually agreed upon by Seller and Buyer.
Requests for changes in quoted transportation modes to orders already accepted by Seller will be
subject to new freight terms and billed at the price in effect at the time of the request for change. Any
request for changes to quoted transportation modes must be submitted in writing to Seller and are
subject to Seller's acceptance and adjustment in freight price. The transportation costs quoted by Seller
may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and
will reflect any market increase in transportation costs. If a price for delivery has been quoted, any
changes at the destination for transportation modes, spotting, switching, handling, storage and other
accessorial services and demurrage shall be borne by the customer, and any related increase in
transportation charges shall be added to the quoted price.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller's standard warranty that is
applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the
sale of Seller's Goods and/or Software and its terms, conditions and limitations are incorporated by
reference herein and Seller warrants that it will perform the services as described in these terms and
conditions and will exercise all reasonable skill, care and due diligence in the performance of the
services. Seller warrants that all services performed shall be free from faulty workmanship for a period
of thirty (30) days from completion of services. Thermal Solution Components, including but not limited
to, fans, air-to-air heat exchangers, air conditioners, emergency DC vent systems and filtered thermal
vent systems are warranted to be free from defects in material and workmanship for a period of twelve
(12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer,
provided the following conditions are met: (i) Semi-annual preventive maintenance logs are maintained
by Buyer and such logs are available to Seller upon request; and (ii) Input voltage to the air conditioner
unit does not vary by greater than +/-10%; and (iii) in the event of accidental or intentional shut-off, a
Thermal Solution Component will not be restarted for at least five (5) minutes; and (iv) the refrigerant
specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and,
(v) Buyer complies with all installation, operations and maintenance instructions provided by Seller.
Goods, Parts and/or Software purchased by Seller from a third party for resale or license to Buyer
Vertiv Corp Terms & Conditions — Rev 2018
("Resale Products") shall carry only the warranty extended by the original manufacturer: To the extent
assignable, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of
such Resale Products. EXCEPT AS SPECIFIED ABOVE, RESALE PRODUCTS FURNISHED
HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER. THE
WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8
ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE
GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS
ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE. SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WHO BUY FOR
INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses or damages due to
misuse, accident, abuse, neglect, normal wear and tear, negligence (other than Seller's), unauthorized
modification or alteration, use beyond rated capacity, unsuitable power sources or environmental
conditions, improper installation, repair, handling, maintenance or application or any other cause not the
fault of Seller. To the extent that Buyer or its agents have supplied specifications, information,
representation of operating conditions or other data to Seller in the selection or design of the Goods
and/or Software and the preparation of Seller's quotation, and/or scope of work, and in the event that
actual operating conditions or other conditions differ from those represented by Buyer, any warranties
or other provisions contained herein that are affected by such conditions shall be null and void. Buyer
assumes all other responsibility for any loss, damage, or injury to persons or property arising out of,
connected with, or resulting from the use of Goods, Parts, and/or Software, either alone or in combination
with other products/components.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR BREACH
OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION
8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE
PURCHASE PRICE UNDER SECTION 5. SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED
BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF
ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS, AND/OR
SOFTWARE PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER
AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT EXTEND
TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term "consequential
damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of
use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power
and loss or damage to property or equipment. It is expressly understood that any technical advice
furnished by Seller with respect to the use of the Goods, Parts and/or Software is given without charge,
and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice
being given and accepted at Buyer's risk.
7. INSURANCE: Seller shall maintain the following insurance or self-insurance coverage: Worker's
Compensation in accordance with the statutory requirements of the state in which the work is performed.
Employer's Liability with a limit of liability of $2,000,000 per occurrence for bodily injury by accident or
bodily injury by disease. Commercial General Liability (CGL) for bodily injury and property damage with
a limit of $2,000,000 per occurrence and per location aggregate. Automobile Liability insurance that
covers usage of all owned, non -owned and leased vehicles and which is subject to a combined single
limit per occurrence of $2,000,000. Automobile Liability insurance includes Contractual Liability, but no
special endorsements. Buyer expressly acknowledges and agrees that Seller has set its prices and
entered into this Agreement in reliance upon the limitations of liability, insurance coverage, and other
terms and conditions specified herein, which allocate the risk between Seller and Buyer and form a basis
of this bargain between the parties.
8. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section 6 and
any and all associated terms, conditions and documents incorporated by specific reference by Seller,
Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according
to Buyer's specifications, do not infringe any valid U.S. patent or copyright in existence as of the date of
shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit
involving Buyer in which such infringement is alleged and cooperate fully with Seller and permit Seller
to control completely the defense, settlement or compromise of any such allegation of infringement.
Seller's warranty as to utility patents only applies to infringement arising solely out of Buyers operation
according to Seller's specifications and instructions of such Goods and/or Software. In the event (1) such
Goods and/or Software are held to infringe such a U.S. patent or copyright in such suit, and the use of
such Goods and/or Software is enjoined, or (ii) a compromise or settlement is made by Seller, Seller
shall have the right, at its option and expense, to procure for Buyer the right to continue using such
Goods and/or Software, or replace them with non -infringing Goods and/or Software, or modify same to
become non -infringing, or grant Buyer a credit for the depreciated value of such Goods and/or Software
and accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the
agreement as to future deliveries of such Goods and/or Software, without liability. Except as otherwise
provided herein, Seller or applicable third party licensor to Seller maintains all right, title and interest in
and to the intellectual property in the Goods, Parts, and/or Software.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-
performance due to acts of God; acts of Buyer; war; viral outbreaks, disease, pandemic, widespread
sickness, or epidemic; fire; flood; weather; sabotage; strikes or labor disputes; civil disturbances or riots;
governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or
delays in transportation; unavailability of or delays in the supply of materials, components, parts or labor
required for the design and/or manufacture of Goods, Software or the performance by Seller hereunder;
default of suppliers; or unforeseen circumstances, acts or omissions of Buyer, or any events or causes
beyond Seller's reasonable control. Deliveries or other performance may be suspended for an
appropriate period of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing,
but the balance of this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller
determines that its ability to supply the total demand for the Goods, Parts, and/or Software, or to obtain
material used directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered,
limited or made impracticable due to causes set forth in this paragraph, Seller may delay or cancel
performance, make equitable adjustments in Seller's price for the Goods, Parts, and/or Software, and/or
allocate its available supply of the Goods, Parts, Software, and/or such material (without obligation to
acquire other supplies of any such Goods, Parts, Software, or material) among its purchasers on such
basis as Seller determines to be equitable without liability for any failure of performance which may result
therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and upon
payment to Seller of Seller's cancellation charges which include, among other things, all costs and
expenses incurred, and to cover commitments made by the Seller, and a reasonable profit thereon.
Seller's determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Goods, Parts, and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are accepted
by Seller, Seller may revise the price, license fees, and dates of delivery and/or performance dates.
Seller reserves the right to change designs and specifications for the Goods, Parts, and/or Software
without prior notice to Buyer, except with respect to Goods, Parts, and/or Software being made to order
for Buyer. Seller shall have no obligation to install or make such change in any Goods, Parts, and/or
Software manufactured prior to the date of such change.
12. NUCLEARIMEDICAL: GOODS, PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR
USE IN CONNECTION WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED
APPLICATIONS. Buyer accepts Goods, Parts, and Software with the foregoing understanding, agrees
to communicate the same in writing to any subsequent purchasers or users and to defend, indemnify
and hold harmless Seller from any claims, losses, suits, judgments and damages, including incidental
and consequential damages, arising from such use, whether the cause of action be based in tort, contract
or otherwise, including allegations that the Seller's liability is based on negligence or strict liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any interest
herein without the prior written consent of Seller, and any such assignment, without such consent, shall
be void.
14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third
party licensor to Seller shall retain all rights of ownership and title in its respective Software, including
without limitation all rights of ownership and title in its respective copies of such Software. Except as
otherwise provided herein, Buyer is hereby granted a nonexclusive, non -transferable royalty free license
to use the Software incorporated into the Goods solely for purposes of Buyer properly utilizing such
Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after
execution of Seller's (or the licensors) applicable standard license agreement, the terms of which are
incorporated herein by reference.
15. TOOLING: Tool, die, and pattern charges, if any, are in addition to the price of the Goods and are
due and payable upon completion of the tooling. All such tools, dies and patterns shall be and remain
the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer, title, ownership
interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except
as otherwise expressly provided by Seller and Buyer in writing with reference to this provision.
16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is specifically
identified in Seller's quotation. If additional copies of data/documentation are to be provided by Seller, it
shall be provided to Buyer at Sellersapplicable prices then in effect.
17. INSPECTIONITESTING: Buyer, at its option and expense, may observe the inspection and testing
by Seller of the Goods and/or Software for compliance with Sellers standard test procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable time as
is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by Buyer
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the
Goods and/or Software meet Seller's criteria for such procedures. If Buyer does not inspect the Goods
and/or Software at Seller's plant as provided herein, Buyer shall have ten (10) days from (i) the date of
delivery of Goods, Parts, and/or Software and (ii) from the date of completion of each portion of the
services to inspect the Goods, Parts, and/or Software, and in the event of any non -conformity, Buyer
must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are
not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods,
Parts, and/or Software. Buyer's sole remedy for non -conforming services shall be correct performance
of services incorrectly performed by Seller.
18. RETURNED GOODS: Advance written permission to return Goods, Parts, and/or Software must
be obtained from Seller in accordance with Seller's then current Return Material Authorization (RMA)
procedures and a return authorization number issued. Such Goods, Parts, and/or Software must be (i)
current, unused, catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all liens,
encumbrances, or other claims, and (iii) shipped, transportation prepaid, to Seller's specified location.
Returns made without proper written permission will not be accepted by Seller. Seller reserves the right
to inspect Goods, Parts, and/or Software prior to authorizing return.
19. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's then prevailing labor
rates and Parts prices for any of the following: a) any services not specified in Sellers quotation, Seller's
order acknowledgement, Seller's scope of work, or other documents referenced herein and therein; b)
any services performed at times other than Sellers normal service hours; c) if timely and reasonable
site and/or equipment access is denied the Seller service representative; d) if it is necessary, due to
local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide
supervision only and the cost of such union or contract labor will be charged to Buyer; (e) if service or
repair is necessary to return equipment to proper operating condition as a result of other than Seller (i)
maintenance, repair, or modification (including, without limitation, changes in specifications or
incorporation of attachments or other features), (ii) misuse or neglect, (including, without limitation,
failure to maintain facilities and equipment in a reasonable manner), (iii) failure to operate equipment in
accordance with applicable specifications, and (iv) catastrophe, accident, or other causes external to
equipment; (f) Seller's performance is made more burdensome or costly as a result of Buyer's failure to
comply with its obligations herein, or (g) any additional obligations or requirements, including but not
limited to those related to insurance requirements, service delivery, building entry or technical training.
20. DRAWINGS: Seller's documentation, prints and drawings (including without limitation, the
underlying technology) furnished by Seller to Buyer in connection with this Agreement are the property
of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing and
sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer
shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon
request therefor. Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings
in connection with the use of the Goods, Parts, and/or Software.
21. BUYER SUPPLIED DATA: To the extent that Seller has been provided by, or on behalf of, Buyer
any specifications, description of operating conditions or other data and information in connection with
the selection or design of the Goods, Parts, and/or Software, and/or the provision of services, and the
actual operating conditions or other circumstances differ from those provided by Buyer and relied upon
by Seller, any warranties or other provisions contained herein which are affected by such conditions
shall be null and void.
22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations,
orders and requirements, including without limitation those of the United States and the European Union,
and the jurisdictions in which the Seller and Buyer are established or from which Goods, Parts, Software,
and services may be supplied, will apply to their receipt and use. In no event shall Buyer use, transfer,
release, import, export, Goods, Parts, or Software in violation of such applicable laws, regulations,
orders or requirements.
23. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ any employee of Seller
during the period any Goods are being provided to Buyer and for a period of one (1) year after the last
provision of Goods.
24. GENERAL PROVISIONS: These terms and conditions supersede all other communications,
negotiations and prior oral or written statements regarding the subject matter of this Agreement. No
change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding
or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless
hereafter made in writing and signed by the party to be bound, and no modification or additional terms
shall be applicable to this Agreement by Seller's receipt, acknowledgment, or acceptance of purchase
orders, shipping instruction forms, or other documentation containing terms at variance with or in
addition to those set forth herein. Any such modifications or additional terms are specifically rejected
and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior
offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or
different terms set forth herein. Seller reserves the right to subcontract services to others. No waiver by
either party with respect to any breach or default or of any right or remedy, and no course of dealing,
shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or
remedy, unless such waiver be expressed in writing and signed by the party to be bound. All
typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are
subject to correction. The validity, performance, and all other matters relating to the interpretation and
effect of this Agreement shall be governed by the law of the state of Ohio without regard to its conflict of
laws principles. Buyer and Seller agree that the proper venue for all actions arising in connection
herewith shall be only in Ohio and the parties agree to submit to such jurisdiction. No action, regardless
of form, arising out of transactions relating to this contract, may be brought by either party more than
two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the
International Sales of Goods shall not apply to this agreement.
25. DATA COLLECTION AND USE: By using the Goods, Parts and/or Software, Buyer grants Seller,
its affiliates, subsidiaries, and service providers, a non-exclusive, irrevocable, royalty free, worldwide
right and license to collect, compile, retain, use, reproduce, and create derivative works of, your non -
personal information and data, which includes without limitation, all data, materials, reports, text, sound,
video, image files, software or any other information ("Service Data") that is provided by, or on behalf of,
Buyer, or collected or compiled by Seller; its affiliates, subsidiaries, or service providers through the
Goods, Parts, and/or Software. Seller, its affiliates, subsidiaries, and service providers may collect,
compile, retain, use, reproduce, and create derivative works of Service Data: (1) to provide services,
support, and maintenance; (ii) to develop and improve products, software, and services; and (III) for
scientific and technical research and marketing purposes. Buyer is solely responsible for the Service
Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiaries, and
service providers to process and use Service Data as described in this paragraph without violating the
rights of any third party or otherwise obligating Seller, its affiliates, subsidiaries, and service providers to
Buyer or any third party. The Service Data will be aggregated with other information, materials, or data
collected or compiled by, or provided to, Seller, its affiliates, subsidiaries, or service providers and
anonymized, such that the Service Data will not intentionally reveal Buyer's identity. In accordance with
applicable law, Service Data may be transferred, transmitted, or distributed to, stored, and processed
in, cloud computing environments in the United States or any other country in which Seller, its affiliates,
subsidiaries, or service providers maintain operations. By using the Goods, Parts, and/or Software,
Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service
Data. Seller, its affiliates, subsidiaries, and service providers will retain Service Data for as long as is
necessary for Seller and its affiliates and subsidiaries business purposes in accordance with applicable
law. The rights and licenses granted herein to Seller's service providers shall only be granted to the
extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries
behalf.
26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated
with Buyer in accordance with Sellers "Privacy Notice for Customers and Suppliers — California"
available here www.vertiv.com/ca-privacy (the "Notice"), which Notice the Buyer hereby acknowledges
having received, read, and understood. In the event of any queries or concerns with its contents, Buyer
must contact Seller at the contact details provided in the Notice prior to entering into this Agreement or
the commencement of performance hereunder, in failure of which, the terms of the Notice will be deemed
accepted and consented to in their entirety.
27. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at no cost, suitable
working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power and
outlets for testing purposes. The facilities shall be within a reasonable distance from where the Goods
are to be provided. Seller and its representatives shall have full and free access to the equipment in
order to provide the necessary Goods. Buyer authorizes Seller to send a service technician or an
authorized agent to access any site requested by Buyer to perform services, including services on
different scopes of work and equipment as requested by Buyer. Buyer shall provide the means to shut-
off and secure electric power to the equipment and provide safe working conditions. Seller is under no
obligation to remove or dispose of Parts or equipment unless specifically agreed upon in Sellers scope
of work. Buyer shall immediately inform Seller, in writing, at the time of order placement and thereafter,
of any unsafe or hazardous substance or condition at the site, including, but not limited to, the presence
of asbestos or asbestos -containing materials, and shall provide Seller with any applicable Material Data
Safety Sheets regarding the same. Any losses, costs, damages, claims and expenses incurred by Seller
as a result of Buyer's failure to so advise Seller shall be borne by Buyer. Seller, in its sole discretion and
without cost or penalty, reserves the right to cancel its performance under this Agreement or any order
immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site
substance or condition or any other circumstance altering Seller's performance hereunder. Buyer shall
appoint a representative familiar with the site and the nature of Seller's performance to be accessible at
all times that Seller personnel are at the site. Seller shall not be liable for any expenses incurred by
Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyers building
structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary
assistance to Seller. Seller shall not be liable or responsible for any work performed by Buyer.
28. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage,
liability or expense resulting from damage to personal property of a third party, or injuries, including
death, to third parties to the extent caused by a negligent act or omission of the party providing
indemnification or a party's subcontractors, agents or employees during performance of services
hereunder. Such indemnification shall be reduced to the extent damage or injuries are attributable to
others and in no event shall the indemnifying party be obligated to indemnify or insure the other party
for the indemnitee's own fault or negligence. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the indemnifying party is:
i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or
injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over
any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims,
or the indemnifying party's obligations herein shall be deemed waived.
COPYRIGHT 2022 Vertiv Group Corp. All rights reserved. VertiVT" and the Vertiv logo are trademarks
or registered trademarks of Vertiv Group Corp. All other names and logos referred to are trade names,
trademarks or registered trademarks of their respective owners. While every precaution has been taken
to ensure accuracy and completeness here, Vertiv Group Corp. assumes no responsibility, and
disclaims all liability, for damages resulting from use of this information or for any errors or omissions.
Specifications, rebates and other promotional offers are subject to change at Vertiv's sole discretion
upon notice. SL-70604_REVE 5-22.
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
Vertiv Corporation
505 N. Cleveland Avenue
Westerville, OH 43082
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatory authority.
The City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: Grant Thurmond
Position: Senior Contract Analyst
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name:
c7aslua c7a4yva r
Signature of President / CEO
Other Title: Senior Legal Counsel
Date: 4/2/2026
Vendor Services Agreement — Technology — Exhibit B Page 17 of 17
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Vertiv Corporation
Subject of the Agreement:
Vendor Services Agreement with Vertiv Corporation for annual repairs and
maintenance of uninterruptible power supply units at seven (7) City facilities.
M&C Approved by the Council? * Yes ❑ No 8
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 8
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date:
If different from the approval date.
Expiration Date:
October 1, 2026
If applicable.
Is a 1295 Form required? * Yes ❑ No 8
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.