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HomeMy WebLinkAbout2008-306 M Rep# b Name 333 Florida Power Technologies EQUIPMENT SCHEDULE SSAE Name Bill Bailey c1p© — D 4j UPS SYSTEMS ULTIMATE SVC AGREEMENT Lead FE Name Mike York Date 12-Sep-08 W Bill Ta: End User: Name Indian River County 911 Center Name Ind-ran River County 911 Center Address 1840 NW 26 Street Address 4056 41 st Avenue City, State, ZIP Vero Beach, FL 32960 City, State, ZIP Vero Beach, FL 32960 Payable Contact Site Contact Tony Consalo Phone Phone 772.978.6239 FAX FAX email e-mail tconsallouI = erl . 0 Payment Term Tax Exempt Invoicing Method (choose one) MGE Service Agreement ❑� Net 30 Q Yes El Purchase Order # Signed by Bill To? ❑ Credit Card ❑ No Cunt Agrees to pay Tax ❑ No PO num will be Issued 0 Yes ❑ If No, Reason? # PO will be Name: CONTRACT DETAILS Maintenance ❑ New .❑ Renewal ❑✓ One Year ❑ Multi-Year #_ Please call 800-438-7373 Agreement Type B Ultimate for scheduling PMs and for Billing Billing Frequency: Annual emergency R In Advance ❑ Arrears IShow Calculations: service 7 x 24 Effective Dates Start Date: October 1 , 2008 Expiration Date: September 30, 2010 7d # OF # OF # OF Line QTY SERIAL # DESCRIPTION OF EQUIPMENT MAJOR MINOR BATT PRICE INCLUDE AUX 3 MBP CABINETS PM PM PM VISITS VISITS VISITS 1 1 221091 -01 PM 72-160512-01 Comet UPS Module 1 $30364.00 2 1 221091 -02 PIN 72-160252-01 Battery tem (PM Only) 4 $1 ,728"30 3 4 5 6 7 8 9 10 11 12 13 ADD FOR SPECIAL BILLING 12% U 10% 8% Lj Other TOTAL. $51082.30 BENEFITS PROVIDED: Authorization to Invoice Bill to MGE Acceptance Parts, Labor, Travel Expenses Included INDIAN RIVER COUNTY 911 CENTER MOE UPS SYSTEMS 30 Min Call Back Time VERO BEACH, FL 32960 COSTA MESA, CA 92026 Four hours or Sooner Onsite Time (240 Wesley S . Davis, Vice- Chairman Access to Facto Technical Support Du N_ . . _ _ Name: Normal Business Hrs (Mon-Fri 8-5pm Local) Call Management, Which Includes A Record of Ail TitleV�irc ^Ch, aikman Title: 7u Reported Site Events and Onsite Calls by MGE Component Upgrades Signature• S natu Replacement of Components In Spare Parts Kit Owned BY Customer; labor for Incidental Battery Replacement LDate: Contract # NOT INCLUDED: Replacement Batteries Phone: - .7 7 2' 7 5 '67, � S 0 0 0 D # Proactive AC DC Cap Replacement Date: -2 O - " _ Equipment Schedule Preerect By, Vivian Cill - Florida Power TechnoTogles 954,343.6745 HOME OFFICE : 1660 Scenic Avenue, Costa Mesa, CA 92626 Phone: (714) 557-1636 M G E url : % Yti I L mk, SERVICE AGKEEMEN'1' I hip ,Scrvicu Agrcctncnt ( "Agreement") made and entered into this I day of October , 2008 (" Fffcctive D <.lte ") by and between MGE UPS SYS'T'EMS , INC . ( " MGE " ) , a California i. orporalion Willi its principal offices located at 1660 Scenic Avenue , Costa Mesa , California 92626 , and lndlon River County ( " (_ ' tistomer " ) , located at 4055 41st Avenue Vero Beach , FL 32960 ( Il applicable , by � uul throtl ��h their A �7erttlManager __ __-] . Acccltarice For and in consideration of the contract sun as outlined in the M( ' E quote proposal and/or attachr-d l ?quipment Schedule( s ) , MGE agrees that it will , by its authorised employees or representatives , inspect , service , and maintain the equipment listed on the Equipment Schedule by perforn►ing periodic maintenance and inspection services and/or emergency services as specified . It is the Customer 's responsibility to schedule any periodic service appointments and notification of emergencies by telephoning NIGE 's Customer Care Center at 1 -500-435-7373 . No subscription for services shall be binding upon MGE until this Agreement is accepted by MGE in writing by an authorized official of MGE and fully executed by the Custonter . 7 Subscription and Renewal Process_ At the same time this Agreeu ►ent is fully executed by the Parties , Customer shill issue to MGE a purchase order in the amount of the contract price Specified in the quote and/or I ?quipment Schedule ( " Work Authorization " ) . The Work Authorization shall specify ( i ) the purchase price of the_ services ) subscribed by Customer, ( ii ) die period of time during which the service package: covers ("Package " Perm" ) , and ( iii ) list the equipment units and lacation including equipment serial numbers and equipment model numbers . failure to issue a purchase order, however , shall not relieve Customer from its Obligations under this Aricenrent , including the obligation lir pay MGF the consideration specified in the Work Authorization unless Customer elects not to renew the service package with thitly ( 30) days written notice horn the natural expiration of' time period covering the previous Package Term . In the event of a renewal , ( ' uslomet shall receive an updated Equipment Schedule for Customer ' s signature and Customer shall execute tttc new fiquipmcnt Schedule o► issue a new purchase order for the applicable service fee for the renewal term . lu. the event Customer tails to issue a new purchase order for a renewal period , Customer shall be invoiced in accoulame to the terms contained herein. Each and every Work Authorization shall be subject to and shall be incorporated herein by refcrcnce to the terms and conditions set forth in this Agreement. } Billing Unless otlrrr-wise ,specified on the Work Authorizalion, the Custorner will be billed annually is udirtim e_ Any hillings for less than the annual period will be prorated on a 365 day basis fionr the Effective 1.)ate of this Agreement. Payment in full of the total amount owing, without offset or deduction , is due in accordance with the payment terms specified in the quote andlor Equipment Schedule . if no payment term is spec itied , (- 'usionx:r shall he required to make payment within thirty ( 30) days from the Effective Date, or in the event Costumer lails to issue it purchase order, within thirty ( 30) days from the issuance of an invoice frorn M ( 71 ? -1 Ter-11-1 . ' phis Agrcernernt shall govern the course of business between the Parties and shall remain in effect until specifically terminated by the Parties in accordance with the terms herein . 5 ('ancellation , 'Termination or ,Sustxnsion of Service : A . Cancellation for Convertienee_ Customer may cancel this Agreement for the Customer ' s convenience prior to the natural expiration of the current Package 'Term for any or all equipment nrrit ( s) listed on the attached Equipment Schedule , PROVIDED HOWEVER, 1 ) Customer provides MGE with thirty ( 30) days advance written notice of Customer ' s intent for early cancellation for C ' ustomer ' s convenience , and 2 ) Customer pays MGE an early cancellation charge equal to ten percent ( 1 ( 1°/u ) of the annual contract price for t}re equipment unit(s) that are being cancelled . " Customer convenience" shall be defined as the cancellation of this Agreement or equipment unit( s ) ( "Cancelled Equipment") without cause and/or not due to an uncured breach by ME, or in the event Customer takes the equipment. unit( s) out of service or replaces the equipment unit( s) with non - MGE nnil5 L,) I l 7200 02 January 2007 Rev B MGE UPS SYSTEMS SERVICE AGREEMENT A, Cancellation for Convenience: (continued) If Customer cancels for its convenience, any service fees paid in advance will be pro-rated and credited back to Customer in the form of a credit for. future services less the applicable early cancellation fee. If MGE' s service obligations under the attached Equipment Schedule for the Cancelled Equipment include the proactive replacement of capacitors (i.e. ; other than due to the capacitor' s failure) and/or the replacement of batteries, and if the cancellation occurs after the replacement of either component, then in addition to the cancellation fee contained in this section, Customer shall pay MGE the difference between the list price then in effect for the applicable replacement service and the discounted amount previously paid as part of the service agreement. B. Termination for Cause : This Agreement may be terminated immediately on written notice by either party in the event the other party (i) breaches any term of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice thereof from the non-breaching party; (ii) if the other party becomes insolvent or upon the institution by the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of its debts; (iii) following the institution of such proceedings against the other party, which proceedings are not dismissed or otherwise resolved in that party's favor within sixty (60) days thereafter or upon the other party's making a general assignment for the benefit of creditors or the other party's dissolution or ceasing to conduct business in the normal course, (iv) or in the event Customer engages a third party to perform emergency or corrective maintenance on the equipment which is under contract by this Agreement. In the event of a Customer breach of subsection (iv) above, MGE's indemnification and warranty obligations hereunder shall be void and MGE shall have no indemnification obligation or liability for damages caused as a result of the third party' s actions or inaction. �fmtl , the nature of the services to be provided, it would be impracticable or extremelydi o fix the actual damages, if any, which may result to Customer from a breach b � o this Agreement or from any failure by MGE to perform any of its obligatio rt "er. Therefore, in the event this Agreement is terminated due to a breach b ich breach remains uncured for the period described herein, the Parties agree omer's sole remedy shall be exclusively limited and fixed (as liquidated dama as a penalty) at the sum equal to the portion of the annual service fee paid here tomer for the period of time that would have remained under the Term but for OF bN98hi C. Suspension of Service : In the event Customer fails to remit payment for the amount listed on the Work Authorization, MGE shall have the right without liability and without limiting any other right or remedy available, place Customer on service hold and suspend any and all preventive, corrective, and emergency services to Customer. Suspension of service by MGE does not relieve Customer of its obligation to pay the contracted service fees. In the event of a dispute in payment, the Parties agree to use its reasonable commercial best efforts to resolve the dispute in a timely manner. 6. Warranty Period and Disclaimer: MGE represents and warrants that all services performed hereunder shall be performed in accordance with Customer's specifications and requirements and with all necessary care, skill and diligence. Performed services done during the Package Term are warranted against defects in design and workmanship for a period of ninety (90) days from the date of service or until the expiration, cancellation, or termination of the Work Authorization, whichever time period is sooner. Any "Buy-out" parts and/or materials (defined herein as any Non-MGE manufactured parts and/or material(s)), shall be warranted under the manufacturer's warranty terms and conditions, and MGE disclaims any additional warranties, as referenced herein and made part hereof. MGE EXCLUDES AND DISCLAEKS ANY H4P'LIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND CUSTOMER AGREES TO HOLD MGE HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN STRICT ACCORDANCE WITH THE CUSTOMER'S SPECIFICATIONS, 7 . Indemnification: Except to the extent caused by the negligent acts or omissions or willful misconduct of Customer or outside third parties, and subject to the limitations stated herein, MGE agrees to indemnify, defend and hold harmless the Customer from and against direct losses, costs, damages, liability, and expense arising from injury to any person or damage to real or tangible personal property to the extent such is caused by the negligent acts or omissions or willful misconduct of MGE, its employees, or agents in the performance QF-7200-02 January 2007 — Rev B MGE UPS SYSTEMS SERVICE AGREEMENT of this Agreement. The indemnification obligations of this section shall only survive as to claims made hereunder on or before that date which is one year from any termination, cancellation or expiration of this Agreement. Customer agrees to notify MGE promptly of any claim against which MGE has agreed to indemnify, and cooperate in every reasonable way to facilitate the defense. Any failure to so notify or cooperate in a timely manner shall relieve MGE of its indemnification obligations to the extent it is prejudiced by such failure to communicate. MGE shall afford Customer, at Customer ' s own expense, an opportunity to participate on an equal basis with MGE in the defense or settlement of any such claim . 8. Limitation of Liability: EXCEPT FOR THE OBLIGATION TO INDEMNIFY FOR THIRD PARTY CLAIMS, MGE SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIM[TED TO, LOST PROFITS, LOST SAVINGS OR LOST REVENUES OF ANY KIND WHETHER OR NOT MGE HAS BEEN ADVISED OF THE POSS11311 TY OF SUCH DAMAGES, ARISING FROM OR CONNECTED WITH THE SERVICES, EQUIPMENT, MATERIALS , OR ANY GOODS OR SERVICES PROVIDED HEREUNDER. IN THE EVENT A CLAIM ARISES FROM THE N6GLIGENCE OR MISCONDUCT OF MGE'S EMPLOYEES OR AGENTS, MGE'S ENTIRE LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO PROVEN DIRECT DAMAGES This section shall survive any termination, cancellation or expiration of this Agreement. 9. Wer of Precedence: The terms and conditions set forth in this Agreement and Schedule(s) shall supersede and replace in their entirety any and all terms and conditions set forth on the face or reverse side of any Purchase Order or other document presented by Customer, except for the specific terms of the Purchase Order setting forth the price and scope of work described herein. 10. Additional Terms: The additional terms attached in Schedule A are incorporated herein by reference and are made part of this Agreement. The additional terms can be downloaded at http.Avww. mgeups. conVushndservice. 11 . : The attached Schedules are identified as Schedule A- Additional Terms , and Schedule B- EgujDment Schedule(s). 12. Preventative Maintenance: With respect to the Preventative Maintenance (PM) purchased under this Agreement, it shall be the Customer's responsibility to schedule the PM visits as stated in Section 1 ("Acceptance') of this Agreement. MGE shall attempt to complete the PM (for UPS modules, related equipment and for batteries) within ninety (90) days of the scheduled service date. The scheduled service date will be noted on the Equipment Schedule and vary from annual to semi-annual to quarterly visits depending on the service selected by the Customer. Should the Customer not permit any PM to be completed within ninety (90) days of the scheduled service date, MGE shall deem its obligation for that PM to have been met. 13 . . ;N,. arranty of Anthoritr : Each party executing this Agreement represents and warrants to the other that it has r*a0dv* F authority to enter into this Agreement and to bind itself to performance hereunder. Each party tketfild[sre�enthfAnd warrants that the individual signing this Agreement has been granted or delegated all e41t isite pawe� 4nd`auhority to bind the party on behalf of which he or she signs. E>ROMER _ MGE UPS SYSTEMS, INC. Signature: Nam - ,Wesley S . Dain, Mice - Chairman Nam: r �^ TitlAeCh4i�i 'iak n,, . ` Title: Date: September 23 , 2008 Dater I 08 QF-7200 02 *PPFt0Vr. W AS 10 100KM AN EGA S UFFI I E CY January 2007 — Rev B BY WILLIA K. DESRAAL DEPUTY COUNTY ATTORNEY MGE UPS SYSTEMS SERVICE AGREEMENT SCHEDULE A MGE UPS SYSTEMS, INC. STANDARD ADDITIONAL TERMS TO SERVICE AGREEMENT I. Services to be Performed: Maintenance shall include periodic preventive and/or corrective maintenance and the frequency of preventive maintenance is defined on the Work Authorization. Maintenance shall be consistent with the standards of the industry for similar type services. MGE reserves the right and may, at its option, provide any required preventive maintenance at the time of an emergency service call at Customer' s location or when convenient to Customer and the dispatch schedule of MOB. Additional equipment or frequency of preventive maintenance may be added to this Agreement by mutual written consent of the parties for the applicable fee for the new equipment or service. Such equipment or service will be identified in subsequent schedules to be attached hereto, referencing this Agreement and showing the armual service fee and date on which service coverage will begin. As identified on the Equipment Schedule, by entering into this Agreement, Customer is purchasing one or more service packages. All Service Packages include access to Technical Support twenty-four (24) hours per day, seven (7) days per week, and Call Management which includes a record of all reported site events and on- site calls made by MQE fieldengineers. In addition to MGE's service packages, ad hoc services (e.g.: UPS and/or battery monitoring) may be contracted by Customer. These additional services must be identified on the Work Authorization. If any item under this Agreement is relocated, altered, or serviced by any person other than a MGE representative, MGE reserves the right before servicing to inspect such equipment for damage resulting from such causes and to separately charge the Customer for any parts and labor required to make the repairs as deemed necessary by MGE. If the Customer refuses to allow such inspection and/or subsequent repairs, MGE may at its option and without advance notice to the Customer, delete any such item of equipment from this Agreement. II, Services Not Covered by This Service Aaneement Services that are required or requested by Customer that are not within the scope of the elected Service Package or any preventive maintenance not described herein or in the attached Equipment Schedule shall be billed as a "Time & Materials" call, at MGE's Standard Pricing for services and materials. In the event Customer requests or MGE is made aware that work is to be performed described is this section, Customer agrees to issue a purchase order and/or MGE shall invoice Customer for the cost of the work performed . Items not covered are as follows: • Service required as a result of Customer abuse, misuse, or failure to follow user maintenance and operation instructions, corrective maintenance required due to failure of any interconnected equipment not maintained by MGE, acts of God or damage caused by war, public disorder, fire, water, burglary, blasting, earth movement, and any other conditions beyond the control of MGE. • Services required due to the relocation of equipment, change in set up, or original features and/or functions, or any major overhauls of the equipment. • Unless otherwise specified in the attached Equipment Schedule or as part of the elected service package described above, costs of material and/or service parts, spares, or batteries shall be invoiced at the current list price in MOE' s price book then in effect with minimum replacement parts charge of $25 .00 per call and a minimum labor charge of four hours plus reasonable travel expenses. • Federal, state or local sales, use, excise or other tax that may be levied or assessed upon any goods or service furnished under this Agreement. Any such tax shall be paid by Customer, and if by law MGE is chargeable with collection or payment thereof, the same shall be added to the price specified in the Amt. • Additional costs of outside contractors or trade labor necessary to complete service due to local circumstances or Customer requirements. • Time spent by MGE field engineers or technicians waiting for access to equipment if within a previously agreed to on-site time. QF-7200-01 January 2007 — Rev B MGE UPS SYSTEMS SERVICE AGREEMENT • Replacement of bearings on a motor-generator set (applicable only for PowerBloc® series of UPS systems). • Start-up, standby, battery and/or proactive capacitor replacement. III. Insurance: During the term of this Agreement, MGE, at its own cost and expense, shall obtain and maintain adequate insurance coverage as is necessary and in amounts as would a reasonably prudent businessperson. Upon Customer's request, MGE shall endeavor to provide Customer with evidence of MGE's insurance and shall provide Customer with thirty (30) days advance written notice of any cancellation or material change in coverage. IV. Customer's Resaonsibilities: In addition to payment and reporting requirements, Customer is responsible to maintain an optimum environment for the equipment including, but not limited to, maintaining the temperature of the equipment room at or below 85 degrees Fahrenheit, controlling humidity so that there is no condensation, keeping the area free of corrosive materials, conducting routine inspection and replacement of any air filters, and keeping the area clean and clear of loose dirt and debris. MGE shall not be liable for any damages incurred as a result of Customer's failure to follow proper environmental protocol for the equipment. V. ConfTidendpility : During the course of performing the duties hereunder, the Parties may furnish information which may be confidential and proprietary in nature. The Parties agree that neither shall disclose any such information to any other person nor use such information itself for any purpose other than performing the services required under this Agreement. This Section shall also apply to drawings, specifications, or other documents prepared by MGE for Customer in connection with this Agreement. 'Ibis Section shall survive the expiration or earlier termination of the Agreement and remain in full force and effect for a period of 10 years. In the event of an authorized disclosure, the Parties shall advise its employees of the obligations containers herein. VI. Miscellaneous: A. Force Mgjeure: Neither party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, war, revolution, civil commotion, acts of public enemy, embargo , acts of government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing or boycotts, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the delayed party ("Condition"). If any such Condition occurs, the party delayed or unable to perform upon giving prompt notice to the other party, shall be excused from such performance on a day-to-day basis during the continuance of such Condition (and the other party shall likewise be excused from performance of its obligations on a day-to-day basis during the same period); provided, however, that the party so affected shall use its best reasonable efforts to avoid or remove such Condition, and both parties shall proceed immediately with the performance of their obligations under this Agreement whenever such causes are removed or cease. B . Entire Agreement: This Agreement together with its Schedules constitutes the entire agreement between the parties and cancels all contemporaneous or prior agreements, whether written or oral, with respect to the subject matter of this Agreement No modifications shall be made to this Agreement unless in writing and signed by authorized representatives of the parties. C . Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the successors and assigns of MGE and the Customer. Neither this Agreement nor any right hereunder may be assigned by the Customer without the prior written consent of MGE, which consent shall not be unreasonably withheld. The parties mutually agree that any action for breach of or upon a matter arising out of this Agreement must be commenced within one year after the cause of action accrues or it is forever barred. D. Severability: If for any reason any provision of this Agreement, or the application of such provision to any person or circumstances, or in any legal action, shall be found or held unenforceable or invalid in any State or other jurisdiction, such circumstances shall not have the effect of rendering the provision in question unenforceable or invalid as to any other person, circumstance, or action and shall not affect any other term or provision of this Agreement to any extent whatsoever. QF-7200-01 January 2007 — Rev 8 M G E UPS SYSTEMS SERVICE AGREEMENT R Service Aveement This Agreement is a service related contractual relationship between the parties and shall be governed , interpreted and enforced under and by the laws of the State of §Wm without regard for the principles of the choice of law conflict erg R Surripal: The respective obligations of the parties under this Agreement will continue beyond the termination, cancellation or expiration including, but not limited to, obligations to indemnify, insure, and maintain confidentiality. G. Notices: All correspondence to either party relating to this Agreement shall be sent to the addresses listed in the preamble of the Service Agreement by prepaid first class mail or overnight courier service. QF-7200-01 January 2007 — Rev B