HomeMy WebLinkAbout466437 APC SALES & SERVICE - CONTRACT - PURCHASE ORDER - 9120010(RD <L'r / �. 0
M Sehnaldor rl.cnle
Date: 12102/2011
Reference: 1 -1329444566-3
Offer Valid Until: 3/l/2012
JIM ONEILL
FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
SubiecL Service Contract 1-1329444566-3
Dear JIM ONEILL,
Thank you for choosing APC by Schneider Electric. Your investment in a critical power and cooling
system demonstrates the importance you place on seamless, high quality power. The addition of a
maintenance contract to your equipment will significantly enhance the dependability and reliability of your
system and add to your peace of mind.
APC by. Schneider Electric offers a variety of maintenance packages that have been tailored to meet the
needs of its customers and ensure complete. customer satisfaction. Please review and approve the
enclosed service contract proposal and feel free to contact me if you have any questions or need any
further Information.
Sincerely,
Thomas Ahrens
Thom as.ahrensCo)schneider-electric.com
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Fax: Error! Reference source not found.
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Contract No.:1-1329444566-3 Page 1 / 14
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3.3 Health and Safety. If the Customer is subject to health and safety laws or regulations which are more stringent
than the health and safety standards governing Company, or if Customer elects to operate under more stringent health
and safety standards than those to which Company is subject, and Customer requires the Company to comply with those
higher standards, the Company shall be entitled to charge the Customer any extra costs incurred In so complying.
Furthermore, the Company may refuse, without any liability to Customer whatsoever, to perform in whole or in part the
Services provided for in this Contract if the site presents unhealthy or unsafe conditions.
3.4 Relocation. If Customer relocates any of the Products which are subject to the terms of this Contract without the
Company agreeing to perform maintenancework as provided under this Contract at the new site, the Company shall have
the right, without any liability to Customer, to terminate the portion of the Contract that relates to the new site without any
liability to Customer. Any such:terminalion shall not relieve Customer of any maintenance fees to be paid or Invoices due
under this Contract,
3.5 Information. Information andfor notices given by the Company to the Customer in the course of this Contract
shall be deemed to be correctlygiven if provided to employees or representatives of the Customer.
3.6 Site Access. The Company shall have reasonable access to the sites and the Products specified in this
Contract. The Company will be entitled to charge the Customer at its normal rates for the time lost by the Company's
employees as a result of delays from the Customer in granting access to the site.
3.7 Third Party Providers. If a party other than Company services the Products and If in the Companys reasonable
opinion, corrective action Is required to return the affected Products to their normal operating condition, the Company will
offer -to perform such work at the service rates and spare part prices in force at the time of the offer. The Company will not
be obliged to perform maintenance work under this Contract until this remedial work has been done.
3.8 Reculatory Requirements. Whenrequired by national regulations or safety roles, an employee or representative
of the Customer shall be present in theroomwhere the maintenance work takes place. If no employee or representative
of the Customer is present, the Company shall have the right to slop its work and to invoice the Customer at its normal
tabour rate.
3.9 Power Disruption, The Customer acknowledges and accepts that the Company may have to disrupt power
supplies for a limited period in the course of carrying out the Services. The Company agrees only to cut off the power
supply after having given reasonable notice (which may be verbal) to the Customer or any of its employees or
representatives including any person holding himself out as an employee
ARTICLE 4. PRICE AND PAYMENT
4.1 Prices and Pass for Services. Prices and fees for the Services shall be as provided for in this Contract Any
quotes, Including but not limited to quotes for price or availability are estimates only and do not include any applicable
lazes, duties or other similar costs.
4.2 Prices for. Services Additional Services, Contract Renewal and Multi -veer Contracts. If the Initial Term of the
Contract Is for more than one year, yearly Invoices will be issued by the Company at each anniversary date and shall be
paid by the Customer in accordance with the payment terms below. Pricing will be adjusted each year at the anniversary
date of the Contract In accordance with the escalation formula Indicated In the specific terms of this Contract. Payment.
for any additional work not quoted by the Company which goes beyond the scope of this Contract which is approved by
Customer will be. paid within ten (10) days of the date of the invoice unless otherwise stated on the Invoice.
4.3 Payment. Customer agrees to pay, without offset, all Invoiced amounts within thirty (30) days of the Company's
invoice date unless otherwise specifically provided for in this Contract. Payment by Customer shell not be contingent
upon payment by a third party. If the Company places this account In the hands of an agency or a law firm for collection
by legal action, Cuslomer.will pay an additional charge equal to the costs of collection including agency andattorneys'
fees and court costs incurred to the extent permitted by laws governing these transactions. In case any Invoice Is not paid
when due, Company shall be entitled to ..discontinue any maintenance works with fifteen (15) days' prior notice.
Discontinuation of Services does not relieve the Customer of Its obligation to pay for the Services previously rendered and
to pay the yearly fee in whole for the current year.
4.4 Taxes. Unless Customer provides evidence of exemption, Customer shall pay or reimburse the Company for all
taxes which are Imposed upon Customer's acquisition.of Services. Customer shall not be obligated to pay or reimburse
the Company for any taxes imposed on or measured by net or gross income, capital, net worth, franchise, privilege, any
other taxes, or assessments, nor shall any of the foregoing be imposed on or payable by the Company.
ARTICLE S. SUBSTANTIAL COMPLETION
5.1 Substantial Completion If installation is provided for in this Contract, the Company shall provide written
notice to Customer when the Company deems such installation to be Substantially Complete and ready for
Commissioning and Start-up. Within five (5) days after receiving notice of Substantial Completion, Customer shall advise
the Company in writing of.any known defects or deficiencies in the Services. Upon receipt of such notice Company shall
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Contract No.:1-1329444566-3 Page 10 t 14
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Then take appropriate corrective. action. The installation shall be deemed to have achieved Substantial Completion should
Customer fail to reply to the Company's written notice within said five (5) daytime pared.
ARTICLE 6. WARRANTIES
6.1 Service Warranties Company warrants that the Services to be performed hereunder shall be performed in
accordance with recognized professional standards customary In the Industry In which the SeMcas.are-being performed.
Should the Services fail to comply with such standards, the Company agrees to re -perform such deficient Services at no cost
to Customer provided that the Company has recelved written noti8oation within thirty (30) days following (he completion of the
specific Services giving rise to the claim. FURTHERMORE, CUSTOMER AGREES TO HOLD THE COMPANY
HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN STRICT ACCORDANCE WITH
THE CUSTOMER'S SPECIFICATIONS OR DIRECTIONS WHICH ARE CONTRARY TO THE TERMS OF THIS
CONTRACTOR THE COMPANY'S STANDARD PRACTICES.
6.2 Exclusive Warranties, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT
OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OR.CONDITIONS OF
MERCHANTABILITY, TITLE, NON -INFRINGEMENT AND FITNESS FOR A PARTICULARS PURPOSE, THE
COMPANY'S WARRANTIES CONTAINED HEREIN RUN ONLYTO CUSTOMER, AND ARE NOT EXTENDED TO ANY
THIRD PARTIES.
6.3 Exclusions, The Company shall not warrant not Is the Company required to provide any Service on any
Product defects (i) resultingfrom a) the Product being modified by any person other than the Company, (b) incorrect use
of the Product (c) unsuitable environmental conditions, or (d) causes not attributable to the Product, or (II) which were not
apparent at the time of the Servce visit. The Company will submit to the Customer an estimate of the additional repair
workrequired to correct anysuch detects. Said estimate will be based on the Company labour and spare pads price list in
force when the estimate is Issued. The Company will not perform any additional Services without having obtained the
Customer's written contract to the estimate. The opinion of the Company as to whether or not the work is additional
maintenance work and therefore not covered under this Contract shall be conclusive. Furthermore, the Company is not
responsible for any software, firmware. Information or memory data of Customer or End Users contained In, stored on, or
integrated with any Products returned to the Company forrepair, whether under warranty or not. The Company also
makes no warrantyor representation that Its Software will work incombination with any hardware or applications software
products provided by third parties, that the operation of the Software will be uninterrupted or error -free, or that all defects
in the Software will be corrected.
ARTICLE. 7. LICENSE AND RESTRICTIONS
7,1 Trademarks Neither Customer nor its Affiliates have any right to Incorporate any Trademark into Customer's or
Affiliate's company name or trade name. Neither Customer nor its Affiliates will alter, cover, obfuscate or remove any
Trademarks placed by the Company on the Products or any material contained. therein.
ARTICLE 8. LIABILITIES
8.1 Limitation of Liability.
8.1.1 THE COMPANY'S MAXIMIUM LIABILITY TO CUSTOMER FOR DIRECT DAMAGES WILL BE LIMITED TO THE
AMOUNT PAID BY CUSTOMER PURSUANT TO THIS CONTRACT. THE FOREGOING LIMITATION WILL NOT
REDUCE THE COMPANY'S LIABILITY FOR BODILY INJURY CAUSED BY THE COMPANY'S NEGLIGENCE.
8.1.2 NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL EITHER
PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE .LIABLE FOR ANY FORM OF INDIRECT,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR PROFITS,
LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS WHETHER SUCH DAMAGES
ARISE IN CONTRACT OR TORT, IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER
SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES,
8.2 ApplicablAN of Limitations of Liabil'N. The limitation of liability in Section 8.1 shall apply to the full extent permitted
by taw, one snail apply whether liability is grounded in contract, tort. or otherwise, and shall extend to each party and their
respective Affiliates, directors. officers, and employees.
8.3 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting
from negligence; fraud, or fraudulent misrepresentation.
8.4 Survival of Article 8 The provisions of this Article 8 shall survive the expiration or termination of this Contract for
any reason.
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Contract No::1-1329444566.3 Page 11 1 14
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ARTICLE 9. TERM AND TERMINATION.
9.1 Term, The Inidal Term of (his Contract is provided for elsewhere In this Contract, At the end of the Initial Term, if
not explicitly stated otherwise in this Contract, this Contract shall be automatically renewed for successive one-year
periods thereafter (each, a "Renewal Term'), unless either the Company or the Customer gives notice of cancellation in
writing to the other ninety (90) days before the end of the Initial Tenn or Renewal Term then in effect.
9.2 Termination for Non-Payment,Company may terminate this Contract, or any portion thereof, if Customer fails
to pay when due any amounts due pursuant to any Purchase Order and such failure continues for a period of thirty (30)
days after written notice is given to Customer.
9.3 Termination for Cause. Except as provided in the previous section, this Con(rect may be terminated
Immediately on written notice by either party (i) in the event the other party breaches any term of this Contract and fails to
cure such breach within thirty (30) days following receipt of written notice thereof from the non -breaching party: (it) 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; or (III) following.the institution of such proceedings
against the other party, which proceedings are not dismissed or otherwise resolved In that partys favor within sixty (60)
days thereafter or upon the other parry'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. Furthermore, the Company shall have the fight without
liability and withouL limiting any other right or remedy available, to suspend all Services to Customer. Suspension of
Services by the Company does not relieve Customer of its obligation to pay the appropriate service fees. In the event of a
dispute regarding feesowed to the Company, the Parties agree to use commercially reasonable efforts to resolve the
dispute in a timely manner.
ARTICLE 10. INTELLECTUAL PROPERTY INFRINGEMENT'
10.1 Third -Party Claims, The Company will defend or settle any claim against Customer alleging that a Service
provided under this Contract infringes a third party's intellectual property right, if Customer:
(a) promptly notifies the Company of the claim in writing;
(b) cooperates with the Company In the defense of the claim; and
(c) grants the Company sole control of the defense or settlement of the claim.
Company will pay infringement claim defense costs, Company -negotiated settlement amounts. and court awarded
damages with respect to any such claim.
10.2. Remedies. If a claim under Section 10.1 above appears likely, then the Company may modify the Company
Products or Services, procure any necessary license, or replace the affected item with one that is functionally equivalent.
If the Company determines that none of these alternatives is reasonably available, then the Company will Issue Customer
a refund equal to the depreciatedvalue of the affected item.
10.3. Exclusions, The Company has no obligation for any claim of infringement arising from:
(a) Companys compliance with Customer or Customer sponsored third party designs, specifications, instructions,
or technical information;
(b) Modifications made by Customer or a third party,
(c) Customer non-compliance with the Documentation, or
(d) Customer use of Products with non -Company products, software, or services.
ARTICLE 11. MISCELLANEOUS
11.1 Binding Nature Assignment and Subcontracting This Contract shall be binding on the parties and their
respective successors in interest and permitted assigns. Neither party shall have the power to assign, except to an
Affiliate of such party, this Contract without the prior written consent of the other party, which consent shall not be
unreasonably withheld.
11.2 Intellectual Property Rights Customer shall not have or obtain title to any tangible or Intangible property or
materials which the Company may supply, and all such items may be used only for the performance of this Contract:
11.3 Counterparts. This Contract may be executed in several counterparts, all of which taken together .shall
constitute one single contract between the parties.
11.4 Headings, The Article and Section headings used in this Contract are for reference and convenience only and
shall not affect the interpretation hereof.
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Contract No.: 1 -1329444566-3 Page 12114
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11.5 Relationshio.of Parties. The Company Is performing only as an independent contractor. Nothing set forth herein
shall be construed to create the relationship of principal and agent between the Company and Customer.
11.6 Confidentiality, Each, party acknowledges That in the course of performance of Its obligations pursuant to this
Contract, such party may obtain confidential and/or proprietary Information of the other party. "Confidential Information'
includes: any information relating to development plans, costs, finances, marketing plans, equipment configurations,. data,
access or security codes,or procedures utilized or acquired, business opportunities, names of customers, research, and
development; the: terms, conditions and existence of this Contract;. any Information designated as confidential In writing or
identified as confidential at the time of disclosure if such disclosureis verbal or visual; and any copies of the prior
categories or excerpts included in other materials created by the recipient party. Each parry agrees that, for a period of
five (5) years following its receipt of .Confidential Information from the other party, whether before or after the effective
date of this Contract, such recipient party shall usa'thesame means it uses to protect its own confidentialand proprietary
information,. but in any event not less than reasonable means to prevent the disclosure and to protect the confidentiality of
the Confidential Information. Further, the recipientparty shall only use the Confidential Information for the purposes of
this Contract, and shall not disclose the Confidential Information without the prior written consent of the other party. This
provision shall not apply to Confidential Information which is (I) already known by the recipient party without an, obligation
of confidentiality, (li) publicly known or becomes publicly known through no unauthorized act of the recipient party; (III)
rightfully received from a third party. (other thananAffliate or customer of the party owning the Confidential Information)
without an obligation of confidentiality, (iv) disclosed without similar restrictions by the party owning the .Confidential
Information to a third party (other than an Affiliate or customer of the party owning. the'. ConBdendal Information),. (v)
approved by the party owning the Confidential Information, in writing, for disclosure, or (vi) required to be disclosed
pursuant to arequirement of a governmental agency or lawsolong asthe recipient party proviiies the other party with
timely prior written notice of such requirement.
11.7 Electronic Communications..Ifthe Company and Customer mutually agree, business communications between
the parties, including, but not limited to. Purchase Orders, invoices, and payment, may be submitted electronically. In
such case, the parties shall, mutually agree in writing upon supplemental terms and conditions, including- technical
standards, for the. electronic exchange of such Items including refresh frequency.
11.8 Notices. All notices that are required under this Contract will be in writing and will be considered effective when.
delivered: in hand, when malted, by registered or certified mail, return receipt requested, postage prepaid, or when sent by
a third party tourer service where receipt is verified by the receiving party'sacknowledgement to the address provided on
n
the first page of this Contract or asthose addresses are modified from time to time.
11.9. Force Me eure. Neither party will be [table for performance delays nor for non-performance due to causes
beyond its reasonable control;: however, this provision shall not apply to Customer's payment obligations.
1 i.10 Severabiiity. if for any reason a court of competent Jurisdiction finds anyprovision of this Contract, or portion
thereof,,to be unenforceable, that provision of the Contract shall be enforced to the maximum extent permissible so as to
effect the. intent of the parties, and the remainder of,thisContract shall continue in full force and effect.
11.11 Waiver Any waiver of this Contract or of any covenant, condition, or contract to be; performed by aparty under
this Contract shall (i) only be valid if the waiver is in writing and signed by an authorized • representative of the party
against which such waiver is sought to be enforced, and (it) apply only to the specific covenant, condition or contract to be
performed, thespecific instance or specific breach thereof and not to any other instance or breach thereof or subsequent
instance or breach.
1.1.12 Remedies. The remedies set forth in this Contract shall be the exclusive remedies of the parties and shall
constituteeach party's exclusive liability and sole remedies for claims arising out of this Contract.
11.13 Survival of Terms. Termination orexpiration of this Contract for any reason shall not release either party from
any liabilities or obligations set forth in this Contract which (i) the partieshave expressly agreed shall survive any such
termination or expiration, or (i) remain to be performed or by their naturewould be intended to be applicable following any
such termination -or expiration.
11.14 Export Control.. Customer acknowledges and agrees that the commodities, software, and/or technology herein
are subject to. the export: control laws and regulations of the United States and/or other national governments. These
regulations include, but are not limited to, the U.S. Export Administration. Regulations (US EAR), the U.S. Stale
Department's International Traffic in Arms Regulations (ITAR), sanction regimes of the U.S. Department of Treasury
Office of Foreign Assets Controls (OFAC) and export laws and regulations of the European Union (EU) and/or any of its
member states. Customer willcomply with these laws and regulations. Customer shall not, without prior U.S.
Government authorization, export; re-export, or transfer any commodities. software, or technology, either directly or,
indirectly, to: any country subject to;a U.S.trade embargo or sanction or to any,resident or national of said countries; or to
any person, organization, or entity on any of the restricted parties lists maintained by the U.S. Departments of State,
Treasury, or Commerce. In addition, any commodities, software, or technology herein may not be exported, re-exported,
or transferred to any end -user engaged in activities, or for any end -use, directly or indirectly related to the design,
development, production, use,. or stockpiling of weapons of mass destruction (e.g. nuclear, chemical, or biological
weapons, and the missile technology to deliver them). The Company may suspend performance of this Contract if
Customer Is In violation of any applicable laws or regulations.
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Contract No.:i-1329444566-3 Page 13 114
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11.15 Data Protection (a) In this Section "the Directive* means DirecOve 9514&EC of the European Parliament and
the Council of 24 October 1995on the protection of individuals with regard to the processing of personal data and on the
free movement of such data, and where appropriate, terms used In this clause shall have meanings ascribed to them In
.the Directive. (b). The Customer acknowledges and agrees that allpersonal data provided by it or on its behalf will be
processed by and on behalf of the Company in connection with the Services. Each party shall comply with the Directive
as regards all such processing.
11.16 Governing Law and Dispute Resolution THE RIGHTS AND OBLIGATIONS OF THE. PARTIES UNDER THIS
CONTRACT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
(If this Contract Is for Services to be performed in the United States the following shall be Inserted here: RATHER THESE /
RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF D�.3
THE COMMONWEALTH.OF:MASSACHUSET-TS:}- S� 4m J F f`„c7 r JAL 1�D r-'�
pf this Contract is for Services to be performed in Europe. Middle East or Africa: RATHER THESE RIGHTS AND
OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN THE CHOICE OF LAW RULES, OF THE
REPUBLICOFIRELAND.]
(If this Contract is for Services'to be performed in the PEOPLE'S REPUBLIC OF CHINA
(A) RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE. LAWS, OTHER THAN CHOICE OF
LAW RULES, OF THE. PEOPLE'S REPUBLIC OF CHINA:
(B) The parties agree that any and all disputes, claims, ctIr oversies or causes of action (each, a'Disputey which the
parties are unable to,resolve for any reason after applying thieprocess set out above, shall be completely and finally
settled by submission of any such Dispute to arbitration under th4ulki�s of conciliation and arbitration of the Shanghai
Branch of China International. Economic and Trade Arbitration CommissfbmCCIETAC') then in effect. For resolution of
any Dispute, the parties shall'select three (3) arbitrators in accordance vAth such CIETAC rules. Any arbilradori
proceeding shall take place In Shanghai and shall apply the laws of People's Republic of China. Any award made by the
arbitrators shall be final and binding on lhe.partles. Judgment on such award may be entered in any court of appropriate
jurisdiction, or application may be made to that pQyrt for a judicial acceptance of the award and an order of enforcement,
as the .party seeking to enforce that award may�elecl. The parties expressly subject them'selyes to the .personal
jurisdiction of such court for the entry of any such judgine(tl and for the resolution of any dispute, aclion-Qcsuit arising in
connection with the entry of such Judgment. The language 6fthe `rbllration shall be English.] A
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Contract No.: 1 -1329444566-3 Page 14114
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APC by Schneider Electric
Service Contract 1-1329444566-3
FT. COLLINS POLICE DEPARTMENT
Opportunity No.
Start Date:
End Date:
1-1DG7RDE
12/2/2011
12/1 /2012
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Contract No.: 1-1329444566-3 Page 2 f 14
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Service Offering and Assets Covered
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WADVULTRA-GP.22
(1) Year Advantage Ultra Service Plan for (1) Galaxy PW 225
kVA UPS 1 $6,325.00
$6,325.00
Valid From 12/0212011 to 12/01/2012
Comments:
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FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Covered Assets
50XG17005 - 72-130113-00
WBPMV-UP-01
(1) Battery Preventive Maintenance Visit - per battery 120 $16.99 $4,077.60
Valid From 12/02/2011 to 12/01/2012
Comments:
InspdedSite' "ate a s£ex>�
FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Covered Assets
1070028.1A - MGEBATTRACK
1070028-1 B - MGEBATTRACK
1070028-1 C - MGEBATTRACK
Service Productf ' X
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5
..I.z..
W UPG4H R-UG-03
1 Year 4HR 7X24 Response Upgrade to Factory Warranty or 1
Existing Service Contract for 151 to 500 kVA
Valid From 12/0212011 to 12/01/2012
Comments:
FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Covered Assets
5OXG17005 - 72-130113-00
iU it�Start"IDlscoun . xE e d, 5.
sk
$2,175.00 $2,175.00
Contract No.:1-1329444566.3 Page 3114
APC
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W UPGBPMV7X24-UP-0I
Scheduling Upgrade to 7X24 for Existing Battery Preventive
120 $5.50 $1,320:00'
Maintenance Service - per battery
Valid From 12/02/2011 to 12/01/2012
Comments:
FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Covered Assets
1070028-1A - MGEBATTRACK
1070028-1 B - MGEBATTRACK
1070028-1C - MGEBATTRACK
W PMV-GP-22
(1 ) Additional Contract Preventive Maintenance Visit for (1) 1 $1,325.00 $1,325.00
Galaxy PW 225 kVA UPS
Valid From 12102/2011 to 12/01/2012
Comments:
Installed"Slte" � ry 37: $ �3 hh�,'a2+ (.4Y"'+�cyx ir7Yx�i__a'Xsstvi;
FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Covered Assets
50XG17005 - 72-130113-00
Grand Total*** $15,222.60
*"'Excluding all applicable Taxes
Contract No.:1.1329444566-3 Page 4 114
Contract Start Date:
12/2/2011
Contract End Date:
12/1/2012
Invoicing Schedule:
Annually
Payment Terms:
Invoicing Address:
CITY OF FORT COLLINS
'PO BOX 580
FORT COLLINS, CO 80522
UNITED STATES
Additional Terms & Notes
Special Terms:
Notes:.
Emergency Contact Information
{LOCALIZATION TASK}
APC Contact:
APC Customer Contact:
APC Phone Number In Case Of Emergency:
Contract No,:1-i32e444566-3 Page 5114
)w Schno4dw Ebudc
SERVICE CONTRACT
Contract Number: 1-1329444566-3
Start Date: 1212/2011
End Date: 1211/2012
This Contract is made between:
"The Company"
APC SALES AND SERVICE
132 FAIRGROUNDS RD
WEST KINGSTON, RI 02892
mil. C.Kr� a ,.. ,.:•. is •. r c,
C.u,—o,j.vdo p J4/14 �)
Signature; C,4 `l'• (. t L (,%
Ic.-....
Name:�FLnuc
Title: DJ7,z,=_cror:.o�I�uQCsttFSr
Date:
"The Client"
FT. COLLINS POLICE DEPARTMENT
2221 S TIMBERLINE ROAD
FORT COLLINS, CO 80525
UNITED STATES
Title: ia�CL S c7-�t�.wR��
Date: ilk (0 � N s
Purchase
Order Number:
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Contract No.:t-i329444566.3 Page 6l 14
by schnad.r e1a<vi<
-APC by Schneider Electric has the services to support you in these efforts and protect your Investment. Our services
portfolio is designed to ensure your applications receive the care they need to operate efficiently. Preventive
Maintenance; On-Site.Service, Remote Monitoring, Extended Warranty, and Training services may be ordered
individually (see product description below), or as a package at discounted prices (see package descriptions on next
page).
Get the help you need on location to bring your business
back up and running in a time frame compatible with your
business requirements.
Our Field Service Engineers arrive on -site toisolate
and correct the problem in as little time as possible,
minimizing downtime. Options available:
• 4 Hour • Next Day
• Next Business Day • Best Endeavor
9 Service Pack Extended Warranty
Provides anextension of coverage beyond the factory
warranty
In the unlikely event of a failure of your single-phase
UPS; your product will be repaired or replaced
quickly, minimizing downtime. Our warranty
guarantees free next business day delivery of parts
or unit to ensure you get what you need as soon as
you need it.
Options available:
• 1 Year 3 Year
0 Remote Monitoring Services
Secure 24-hour monitoring to keep your system running
at optimal performance
Easy -to -use Web -based service that lets you
respond to environmental or systems changes
according to your escalation procedure. With secure
24-hour monitoring, this service reduces the
complexity of managing your infrastructure,
minimizes the strain on internal resources, and
enables you to meet availability objectives.
® Training
Award -winning trainers give you the skilis,you need
to increase the availability and productivity of your
equipment while decreasing support requests.
Our InfraStruXure® Orientation and Training
Service increases your understanding and ability to
interface with your ISX solution. Training is also
available on industry technologies and trends.
An examination of your system to ensure optimal
performance and prevent problems before they occur
Power and air systems contain components and parts
that will wear out over time. Depending on your product
and Its environment, we'll help you choose from the
following options:
• Monthly Preventive Maintenance
• Quarterly Preventive Maintenance
• Semi-annual Preventive Maintenance
• Annual Preventive. Maintenance
A11 of these maintenance services are available with
an option to
schedule, service outsideof normal business hours
M Battery Replacement
Provides you with new batteries when needed,
guaranteeing your system is backed up appropriately
Battery, service and replacement is a vital component
of any UPS. maintenance program since even one
failed battery can compromise an entire system.
Whether it is necessary to replace one or all of your
batteries, we will provide you with the new batteries
required for reliable back-up.
8 Decommissioning/Removal/Disposal
End -of -life treatment of your equipment.
Safe and efficient dismantling and removal of your old
equipment, including proper disposal, complying with
international regulations regarding handling end -of -life
electrical equipment, and recycling of waste.
3 'Swap Pack/Trade UPS
Provides a smooth transition to an upgraded system
We know your power and cooling requirements are
continuously evolving. Swap Pack is a replacement
service that integrates all the elements necessary to
upgrade your system quickly and without Interruption.
Trade -UPS Is a cost-effective program for customers
who want to continually upgrade to new systems or
technologies.
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Contract No.;1-1329444566.3 Page 7114
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Preventive Maintenance Visit
Preventive Maintenance (PM) Visits are performed annually for
power products and semi-annually for cooling products. All parts,
labor and travel related to the visit are included. These visits are
performed during normal working hours Mon -Fri (W). Upgrade
options areavailable for additional visits or performedafter hours
& can be purchased at an additional cost..
PM Visit provides certified APC by Schneider Electric service staff
on site at a predetermined date in order to
Perform Visual Inspection
Perform Environmental Inspection
Perform Mechanical/Electrical Inspection
Verify firmware revision and update as needed
Deliver. Site Report with service recommendations:
On -Site Service
A certified field service engineer arrives on site In the event of a
failure. Guaranteed response time is Next Business Day with an
option to upgrade to faster response in some regions. Activities
performed include
Check system status
Check system alarm,
['
[✓f
Troubleshoot reported issue and dlagnose problem
Repair system as required
Complete functional tests after repair
Deliver detailed report of action taken
Implement Firmware update as needed
Remote Monitoring Service
A secure, firewall friendly service that provides real-time
monitoring of the health and status of your system. Activities
include
Collect and document pertinent system information.
Q
24 x.7 system monitoring
Notify and dispatch field engineer as needed
Monthly report identifying potential problems and
recommendations
Tech Support
Provides escalation support to address system issues in a timely
0
[✓�
and efficient manner
Priority Access to the Supply Chain
Quick access to manufacturer's spare parts
Parts (Exception: Batteries)
Discounted
. Discounted
All
rates
rates
included'
Labor & Travel
Standard
All
All
rates
included!
includedl
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Contract No.:1-1329444566-3 Page 81 14
IY/ SchnoldEr Elr<trlc
TERMS AND CONDITIONS
The following terms and conditions govern the attached Service Contract between Customer and Company. The Service Contract,
these terms and conditions and any documents Incorporated by reference therein shall hereafter be referred to as the 'Contract'
and form the entire agreement between the parties in relation to the subject matter. In the case of a conflict between these terms
and conditions and the Service Contract, the Service Contract shall prevail.
DEFINITIONS ARTICLE 1
1.1 Certain. Definitions
A. "Affiliate' means any entity controlling, controlled by or under common control with either party. "Control" shall
mean the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or Income Interest in a
company or other business entity or such other relaflonshlp as, in fact, constitutes actual control.
B. "Change" means any alteration to a Purchase Order or to this Contract, or any extra work, delay or other
circumstance which results in an adjustment to any of the cost, delivery schedule, anWor any other affected provision of
this Contract.
C. "Commissioning' means on site Start-up and testing of the Products, in accordancewith the Company's standards.
D, "Documentation" means the Company user guides, operating manuals, education materials, product
descriptions and specifications, technical manuals, supporting materials, and other Information relating to the
Products or Services made available by the Company, whether distributed in print, magnetic, electronic, or video
format, In effect as of the date the applicable Service is provided to Customer, or at the Customer's request, to the
End User.
E. "End User means the third parry, final user of the Product or Service.
F. "Product" means (individually or collectively, as appropriate) the hardware, Software, Documentation, supplies.
spare parts, accessories, and other commodities, on which Services shall be provided by the Company pursuant to
this Contract.
G. "Purchase Order" means a written or electronic order from Customer for the purchase of Services.
H. Services" means the Start-up. Commissioning, repair, and/or maintenance activities to be performed by the
Company pursuant to this Contract.
1. "Software" means machine-readable instructions and data (and copies thereof) including mlddleware and
firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating
procedures forming an integral part of the Products which are the subject of the Services but not including any
diagnostics software or similar software used by the Company to perform the Services and which do not form an
integral part of the Products.
J. "Specifications" means the manufaclurees published specifications for the Products or Services.
K. 'Start-up' means installation of the Product at the End User's site and verification by the Company that the
Product Is In substantial conformance with the Specifications.
L. "Substantial Completion" means the point in lime at which the Products have been installed such that
Commissioning and Start-up of the Products may thereafter commence, as further defined herein.
M. "Trademarks' means all applicable trademarks, and service marks legally registered to and claimed or used by
the Company and its Affiliates.
ARTICLE 2. PURCHASE ORDERS
2.1 Customer shall reference this Contract on all Purchase Orders related to this Contract. All Purchase Orders are
subject to acceptance by the. Company. These terms and conditions supersede and replace In their entlreiy any and all
terms and conditions set forth onthe 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, quantity, and delivery location;
unless different terms are mutually agreed to between the parties. AD Purchase Orders placed with the Company for
Service(s) shall be subject to availability and Customer's favorable credit status with the Company.
ARTICLE 3. PROVISION OF SERVICES AND CERTAIN CONDITIONS
3.1 Installation. if installation is provided for, the Company shall Install the Product in good working order at the
designated location in accordance with the standards agreed to between the parties. Company shall not be liable for any
differing, subsurface, latent or concealed conditions encountered in the performance of any Services. The existence of such
differing, subsurface, latent or concealed conditions shall constitute a Change.
3.2 Site Preparation. Any specific environmental conditions which are required for the provision of the Services
shall be the responsibility of Customer unless otherwise specified herein. The Company shall be entitled to rely on the
sufficiency and accuracy of any documentation or data, whether written or oral, provided by Customer to the Company
regarding site conditions and site preparation requirements.
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Contract No.:1-1329444566-3 Page 9 / 14