HomeMy WebLinkAboutExhibit 1PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI AND WRIGHT LINE, LLC.
This Professional Services Agreement ("Agreement") is made and entered into as of
day of
, 20 , ("Effective Date") by and between the
City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the
"City"), and Wright Line, LLC., a wholly owned subsidiary of Eaton Corporation, (hereinafter
referred to as the "Provider").
RECITALS
WHEREAS, Resolution No. 04-0338, adopted on May 27, 2004, the Miami City
Commission authorized the purchase and installation of Call Taker/Dispatch Consoles and other
Fumiture and Equipment (hereinafter referred to as "Equipment"), pursuant to State of Florida
Contract No. 425-001-01-1, in a total contract amount not to exceed $426,291.87, for the
Departments of Police and Fire -Rescue 911 centers, from Wright Line, LLC.
WHEREAS, the original purchase and installation of $426,291.87, was inclusive of a five
(5) year preventative maintenance and warranty service, which expired on November 2010.
WHEREAS, in an effort to support and protect the integrity and functionality of the
Equipment and the City facilities which accommodate both the Police and Fire -Rescue 911
centers.. the City is desirous of entering into this Services Agreement (hereinafter referred to as
the "Agreement") for the continued Preventive Maintenance and Extended Warranty Services
(hereinafter referred to as the "Services") to the Equipment,'as outlined in the Statement of Work
(hereinafter referred to as "Exhibit A").
WHEREAS, via Resolution 'No. , adopted dri , the Miami
City Commission, 'pursuant to Section 18-92 (a)(1) and (3), of the Code of the City of Miami,
1
Z5,4
Th
)0,K3
Florida, as it may be amended or supplemented, from time to time, has deemed Provider as the
Sole -source provider of the Services and has authorized the City Manager to enter into and
execute this Agreement with the Provider, for the Services outlined in Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
TERMS
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part
of this Agreement.
TERM: Unless terminated per §16 herein, the term of this Agreement shall be for five (5) years
beginning on the Effective Date hereof.
3. OPTION: There are no renewal options.
4. SCOPE OF SERVICES:
A. Provider agrees to provide the Services as specifically described and under the terms and
conditions set forth in the Statement of Work, attached hereto as Exhibit A, which by this reference is
incorporated into and inade a part of this Services Agreement.
B. Provider represents and warrants to the City that Provider: (i) possesses all qualifications,
licenses and expertise required to perform the Services described in Exhibit "A"; (ii) is and shall be, at all
times during the term hereof, fully qualified and trained to perform the Services described in Exhibit "A";
and (iii) the Services will be performed in the manner described in Exhibit "A", and in any submittals
approved by the City.
5. COMPENSATION:
The total amount of compensation to the Provider for the Services shall not exceed a guaranteed
maximum of sixty-eight thousand five hundred dollars ($68,500.00), for the period of five (5) years.
Payment to Provider shall. be -made in accordance with. -Section 7., ..PAYMENT, of the Terns &
Conditions of Sale document, attached. hereto as Exhibit B, which by this reference is incorporated into
2
and made a part of this Agreement. Invoices shall be accompanied by sufficient supporting
documentation and contain sufficient detail to allow a proper audit of expenditures, should the City
require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida
Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws.
6. OWNERSHIP OF DOCUMENTS: Providers understands and agrees that any information,
document, report or any other material whatsoever which is given by the City to Provider (which was not
previously possessed by Provider or not otherwise in the public domain) is and shall at all times remain
the property of the City. Provider agrees not to use any such information, document, report or material
which is the property of the City for any other purpose whatsoever without the written consent of the City
Manager, which may be withheld or conditioned by the City in its sole discretion. Notwithstanding the
foregoing or anything- else in this Agreement to the contrary, Provider shall retain all rights to any
confidential or proprietary information; as such is defined by the laws of the state of Florida, prepared by
Provider during the course of this Services Agreement.
7. AUDIT AND LNSPECTION RIGHTS:
A. The City may, at reasonable times, and for a period of up to five (5) years following the
expiration date of this Agreement, audit, or cause to be audited, those books and records of Provider
which are related to Provider's performance under this Agreement. Provider agrees to maintain all such
books and records at its principal place of business for a period of five (5) years after the expiration of this
Agreement.
B. All audits shall be subject to, and made in accordance with, the provisions of Section 18-
102 of the Codes of the City of Miami, as it may be amended or supplemented from time to time. The
City may, at reasonable times during the term hereof, inspect Provider's facilities and perfoiru such tests,
as the City deems reasonably necessary, to determine whether the goods or services required to be
provided by 'Provider under this' Agreement conform to the ternns hereof and/or 'Hie' terns of the
.Solicitation Documents, if applicable.. Provider shall make available to the City all reasonable facilities
and assistance to facilitate the performance of tests or inspections by City representatives. All test and
inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the
Code of the City of Miami, Florida, as it may be amended or supplemented, from time to time:
8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not
employed or retained any person or company employed by the City to solicit or secure this Agreement
and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage,
brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement.
9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable
times, to the City's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to
allow access by the City and the public to the City's contracts subject to disclosure under applicable law.
Provider's failure or refusal to comply with the provisions of this section shall result in the immediate
cancellation of this Agreement by the City. Notwithstanding the foregoing or anything else in this
Agreement to the contrary, subject to the provisions of Florida law, including, but limited to Chapter 119,
Florida Statutes, City agrees not to disclose any confidential and proprietary information and trade secrets
of Provider.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands
that agreements between private entities and local governments are subject to certain laws and
regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and
Provider agrees to comply in this Agreement and all Attachments thereto with and observe all applicable
federal, state and local laws, codes and ordinances as they may be amended from time to time.
11. LIMITED LIFETIME WARRANTY: The Limited Lifetime Warranty of Provider is attached
hereto as "Exhibit C", which by this reference are incorporated into and made a part of this Agreement.
12. LIST OF PARTS: The list of parts covered at no charge for the duration of this Agreement are
attached here to as "Exhibit D", which by this reference are incorporated into and made a part of this
Agreement.
l�.._ IN'DEMNgICATION: Provider shall indemnify, hold harmless and defend the City, its
officials; officers agents; directors, and employees, from liabilities, damages, losses, and costs, including,
4
but not limited to reasonable attorney's fees, to the extent caused by the negligence, failure to exercise the
applicable standard of care, negligent act or omission, recklessness or intentional wrongful misconduct of
Provider and persons employed or utilized by Provider in the performance of this Agreement and will
indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees
against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the
permitted work, or fi-om failure to comply with any applicable Code, statute, ordinance, rule or regulation
relating to this agreement or performance under it, any breach of contract, any "statutory" violation
including any patent or copyright, infringement claims or any other civil actions arising from this
agreement even if it is alleged the City , its officials, officers, agents, directors, and employees were
negligent .. These indemnifications shall survive the teuur, or termination, of this Agreement. In the event
that any action or proceeding is brought against City by reason of any such claim or demand, Provider
shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory
to City. The Provider expressly understands and agrees that any insurance protection required by this
Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep
and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein
provided.
The indemnificationprovided above shall obligate Provider to defend at its own expense to and
through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's
option, any and all claims of liability and all suits and'actions of every name and description which may
be brought against City whether performed by Provider, or persons employed or utilized by Provider.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be
interpreted under the laws of the State of Florida, including without limitation and which conforms to the
limitations of §725.06 and/or §725.08, Fla. Statutes, as amended from time to time as applicable.
Provider shall require all Sub -Contractor agreements to include a provision that they will
indemnify the City. -
5
The Provider agrees and recognizes. that the City shall not be held liable or responsible for any
claims which may result from any actions or omissions of the Provider in which the City participated
either through review or concurrence of the Provider's actions. In reviewing, approving or rejecting any
submissions by the Provider or other acts of the Provider; the City in no way assumes or shares any
responsibility or liability of the Provider or Sub -Contractor, under this Agreement.
14. DEFAULT: If Provider fails to comply with any material term or condition of this Agreement or
fails to perform any of its material obligations hereunder, and if the failure to comply is in no way due to
lack of performance by the City, then Provider shall be in default. If Provider fails to cure the default
within sixty (60) days written notice from City, then City, in addition to all remedies available to it by
law, may immediately, upon written notice to Provider, terminate this Agreement in accordance with
Section 16, TERMINATION RIGHTS. of this Agreement.
15. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all
disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by
the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to
seek judicial relief in connection therewith. Provider shall not be entitled to seek judicial relief unless: (i)
Provider has first received the City Manager's written decision, approved by the City Commission if the
amount of compensation hereunder exceeds $25,000 or (ii) a period of sixty (60) days has expired, after
submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting
documentation, ninety (90) days if City Manager's decision is subject to City Commission approval; or
(iii) the City has waived compliance with the procedure set forth in this section by written instruments,
signed by the City Manager.
16. TERML>\ATION RIGHTS:
:A, The City; acting by and through its City Manager, shall have the right to terminate this
Agreement, in<its sole discretion, at any time, for convenience and for. no cause, by giving written notice
':to Provider at -least sixty (60) days prior to the effective date of such tennination. In such event, the
6
Provider shall reimburse the City the Compensation amount applicable for the remaining tenn(s) under
which Services were not rendered. If applicable, the City will return to Provider and allow Provider to
remove Equipment installed or delivered to the City pursuant to the terms hereof, or if the City:at its sole
discretion requests to purchase the equipment and Provider can agree upon terms of sale in writing within
(10) days, the City will pay the agreed upon price for the equipment and the Provider shall provide full
and clear title to such equipment.
B. City shall have the right to terminate this Agreement upon the occurrence of an event of
default as provided in Paragraph 14.
17. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance
coverage as shown in "Exhibit E". All such insurance, including renewals, shall be subject to the
approval of the City Risk Management Director for adequacy of protection and evidence of such coverage
shall be furnished to the City on Certificate of Insurance indicating such insurance to be in force and
effect and providing that a written notice of cancellation or material change shall be provided to the City
Risk Management Administrator in accordance with Policy revisions. Completed Certificates of
Insurance shall be filed with the City prior to the perfounance of services hereunder, provided, however,
that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the
City.
If,, in the judgment of the City Risk Management Administrator, prevailing conditions warrant the
provision by Provider of additional liability insurance coverage or coverage which is different in kind, the
City reserves the right to require the provision by Provider of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in requirements thirty
(30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse
to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice,
:this Contract:may be considered terminated on the date that the required change in policy coverage would
otherwise take effect.
7
18. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not
and will not engage in discriminatory practices and .that there shall be no discrimination in connection
with Provider and Contractor's, respectively, performance under this Agreement on account of race,
color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap,
marital status or national origin, be excluded from participation in, be denied services, or be subject to the
discrimination under any provision of this Agreement.
19. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without
the prior written consent of the City Commission, which may be withheld or conditioned, at the City's
sole discretion.
20. NOTICES: All notices or other communications required under this Agreement shall be writing
and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party may
designate by notice given as herein provided. Notice shall be deemed given on the day on which
personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt;
whichever is earlier.
TO CITY TO PROVIDER
Johnny Martinez, P.E.
City Manager
City of Miami
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
with copies to:
Julie Bru
City Attorney
City of Miami
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130
21. MISCELLANEOUS PROVISIONS:
Carol D. Stovall
Manager, Contracts & Sales Administration
Wright Line, LLC
160 Gold Star Blvd.
Worcester, MA 01606
A. This Agreement and its Attachments shall be construed and enforced according to the
laws of the State of Florida. Venue for any legal action shall be in Miami -Dade County, Florida in order
to expedite the conclusion of any action the parties agree to waive their right to trial by jury, their right to
file permissive counterclaims, or to claim attorney's fees in any civil or administrative action between
them arising from this agreement.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made
in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement
be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under
the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase
shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable,
then same shall be deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect or limitation of its use.
22.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their
heirs, executors, legal representatives, successors, or assigns.
23. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to
provide goods or services to the City as an independent contractor, and not as an agent or employee of the
City. Provider further understands that Florida Workers' Compensation benefits available to employees
of the City are not available to Provider and agrees to provide workers' compensation insurance for any
employee or agent of Provider rendering services to the City under this Agreement.
- 24. CONTINGENCY_ CLAUSE: Sufficient funding for this Agreement is contingent on the
availability of -funds ,and-Continuedauthorization for program activities and is subject to amendment or
termination due to lack of funds, reduction of funds and/or change in law or regulations. City may
terminate the Agreement on the basis of this contingency clause pursuant to Section 16 (A).
25. REAFFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the
representations contained in the Solicitation Documents, if applicable.
26. ENTIRE AGREEMENT: This instrument and its Attachments constitute the sole and only
agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and
obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
27. REFERENCE LIST AND ADVERTISING: City agrees that Provider may list that its
Equipment has been installed in the City in Provider's sales reference list. Provider may advertise to
other municipalities that the Equipment has been installed in the City. This Section will not be applicable
in the event the Provider is held in default by the City.
28. MISCELLANEOUS: Provider shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded
by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability)
and all applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative
steps to ensure nondiscrimination in employment of disabled persons.
10
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized, this the day and year above written.
"City"
CITY OF MIAMI, a municipal
corporation
ATTEST:
By:
Priscilla A. Thompson, City Clerk Johnny Martinez, P.E.
City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie Bru
City Attorney
Calvin Ellis, Director
Department of Risk Management
"Provider"
ATTEST: Wright Line, LLC., a wholly owned
subsidiary of Eaton Corporation
By:
Print Name: Print Name:
Title: Title:
11
CORPORATE RESOLUTION
WHEREAS, desires to enter into an agreement
with the City of Miami for the purpose of performing the work described in the contract to which
this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the
matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the
is hereby authorized and instructed to enter into a contract, in the name and on behalf of this
corporation, with the City of Miami upon the terms contained in the proposed contract to which
this resolution is attached and to execute the corresponding perfounance bond.
DATED this day of , 20_
Corporate Secretary
12
Chairperson of the Board of Directors
(Corporate Seal)
"EXHIBIT A"
STATEMENT OF WORK
(Statement of Work to follow this cover pale)
13
wr!gnt line
insialiation services
'Preventive Maintenance and Extended Warranty
Program for City of Miami Police and Fire Corn Center
Contents
Executive Summary
Details of Service
Assumptions
rror! Bookmark not
defined.
Scope of Responsibility
rror! Bookmark not
defined.
Other Services 4
Pricing 5
Terms and Conditions 5
Executive Summary
The Wright Line Service Team will provide the City of Miami Police and Fire
Communications Center with a comprehensive Preventive Maintenance and
Extended Warranty program for a five year period. This contract will provide
for periodic site visits to inspect and service the Wright Line product originally
installed five years ago. This maintenance plan will assure that optimal
operations levels for the product are maintained through the life cycle of the
product. This program also offers five years of extended warranty coverage on
key component parts that were covered for the first five years of product life
(iift motors, lift controls and main power units of the personal environment
systems).
+ I ' f fa :+ r+
�f... i..:, j .. � ^t7 . , .7 7:" S
�,A z-w 4W:.' +t } 'S ''7 .
r,,,.3sr-. :.,:.5 t.s. „ ��. 3.t�q,'�!�ii. 3 _;rr_, } . ..
Initial 100% evaluation service
Sets base line of full product fit,
form and function for future visits
Trained authorized service
professionals
Ensures that Wright Line product is
maintained to correct
specifications, and that product
remains covered per specific
Problem prevention
Program is designed to address
minor problems before they
become major issues
Corporate and factory support
The service team is backed by the
entire manufacturing capability of
the company to meet the demands
in short cycle times
yr r
installation services
Details of Service
The purpose of the program is to assure the maintenance of Wright Line
product integrity relative to form, fit and function as originally specified at time of
purchase. Wright Line will conduct an initial total site evaluation. This service
will bring all Wright Line products to I DO% functionality. This first process will
take approximately four days to complete, dependent upon the level of activity in
the communications center. There will be a follow up visit quarterly after that
for the duration of the contract. During each quarterly visit, the service
technician will perform the items listed below. See attached addendum #I for
detail of parts inspection.
escr ptioc
Electrical inspection
Test functionality of electrical
assemblies and sub -assemblies
supplied by Wright Line
Mechanical inspection
Inspect assembly connections for
tightness and alignment; adjust as
necessary
Wear inspection
Inspect any moving parts for signs
of abnormal wear ... adjust and
lubricate where product
instructions define
.Product. integrity. inspection .
Inspect overall product integrity to
,assurecompliance with ,original.
Wright Line life cycle specifications
Repair or replace
Repair or replace any warranted
parts that have failed in normal use.
Walk through
Technician will conduct a walk
through with communications
center representative
Site log update
Technician will document findings
and corrective actions in on site log
Assumptions
Customer satisfaction is Wright Line's top priority. This includes timely, accurate, and complete delivery of
'services. To provide a superior level of service, Wright Line makes the following assumptions when developing a
pride quote and setting the expectation of service delivery:
ti
wrignr fi e
insiolloiion services
Customer will provide a standard procedure for the technician to gain entry to and from the facility
(badges, escorts etc.).
• Customer will provide a means for technician to bring tools and materials on site
• Use of some power tools may be necessary (Wright Line technicians are aware of the sensitivity within
the environment, and will attempt to keep tool noise controlled)
• Service will typically be provided during normal weekday business hours (emergency warranty work may
require attention at non standard times)
All work will be performed as scheduled subject to the conditions within the environment at the time of
the scheduled service •
• Customer will provide Wright Line with a procedural document to be followed by the technician in the
case of an emergency within the environment at the time of a service call
ti
installanon services
Scope of Responsebi ty
Wright Line Scope of Responsibility:
• Schedule authorized installers to perform service
• Ensure that inspections are conducted per manufacturer's specifications
• Conduct work in a timely manner
• Identify any open issues_
• Provide.a service point of contact
Customer Scope of Responsibility:
• Provide an authorized point of contact for scheduling and oversight of the service
c Notify Wright Line of any "special" circumstances affecting a scheduled service appointment
• Make dates available for scheduling of service
Other Services
Wright Line offers the following additional services:
Old product removal and disposal
Reconfiguration services of Wright Line products as well as products of other manufacturers
wrigflt 6 line
IN,.
installation services
Pricing
This agreement is for a five year period, inclusive of warranted parts and labor
payable in full at the start of the agreement for the sum of:
$68,500.00
Quote date: May 25, 20 I I
Effective date: July I, 20 I I
Terms and Conditions
Standard Wright Line Terms and Conditions apply. Details available at
www.wrightline.com, or by contacting your Wright Line Sales Representative.
wrignt ine
insicillation services
"EXHIBIT B"
TERMS AND CONDITIONS OF SALE
(Terms and Conditions of Sale to follow this cover page)
14
Wright m line
1. PRIMACY OF SELLER'S TERMS AND CONDITIONS. Any order receivers and accepted by Wright
Line LLC ("Seller") shall be construed as an acceptance al Seller's offer to sell its goods in accordance
with the terms and conditions of sale set forth herein. The Services Agreement and this document
contains all of the terms and conditions of the agreement between Seller and Buyer of the goods sold, to
the exclusion of any terms and conditions incorporated in Buyers order or other documents of Buyer.
Seller's acceptance of Buyer's order is expressly conditioned on Buyers acceptance of the Terms and
conditions contained herein. Buyer, upon placing an order, is presumed to have accepted all of the terms
and conditions without modification. No alteration, waiver, modification of or addition to Se terms or
conditions shall be binding on Seller unless specifically agreed to in writing by a person authorized by
Seller to accept such different or inconsistent terms or conditions.
2. WAIVER. No waiver, whether express or implied, by Seller of any o1 the terms or conditions hereof
shall be deemed a continuing waiver or Trade custom between the parties, but shall apply solely to the
instance to which the waiver is directed.
3. ACCEPTANCE BY SELLER. All orders received by Seller are subject to revision and possible
rejection by Seller alter its receipt of the same at its home office, notwithstanding the fact that the same
may have been signed by Sellers field personnel.
4. PRICE. Unless otherwise agreed 10 by Seller:. (a) all prices, quotations, shipments' and deliveries by
Seller are FOB Destination; (b) all prices, including related extras and deduclions, are subject to change
without notice and the price to be paid by Buyer will be in accordance with Sellers price in effect on the
day o1 Seller's acceptance; (c) prices do not include Sellers IreiahUhandling charges; (d) prices do not
include any sales, use, excise, value-added or other tar., all of which present or future lax obligations are
the responsibility of, and musl be paid by, the Buyer; (e) orders with requested delivery dales greater
than one hundred eighty (180) days from the sales order date may be subject to price surcharges based
on commodity pricing at the lime of manufacturing and Shipment.
5. DELIVERY, TITLE AND RISK OF LOSS. Unless otherwise specified, Sellers obligation is to deliver
the goods to a carrier at the shipping point. Seller reserves the right to produce and ship all or any part of
the goods specified in any order from any -of its plants or facilities or those of its suppliers. Seller will use
all reasonable efforts to comply with Buyer's requests as to method of transportation, but Seller reserves
the right 10 use an altemate method of transportation at a same cast to Buyer, if the method specified by
Buyer is deemed by Seller to be unavailable or otherwise unsatisfactory. Title and risk of loss passes to
the Buyer at the moment of Carrier's delivery of the goods 10 the Buyer. Seller shall pursue any claim for
damages while Seller is in possession of title.
6. CLAIMS. Buyer must inspect or test all goods upon actual receipt Buyer waives any right to assert
any claim against Seller arising from any defects, damages' or shortages which would have been
observable upon reasonable inspection or testing at the time of delivery, unless Seller is advised of such
defects, damages or shortages within thirty (30) days after receipt of the defective goods by Buyer, a
period which the parties agree is reasonable for this purpose. All other claims under the Sellers warranty
must be made within thirty (3D) days of the discovery of the defect. Buyer must obtain shipping
instructions from Seller prior to returning the goods to Seller for repair or replacement. Unless otherwise
agreed, returned goods must be shipped freight prepaid or they will not be accepted by Seller.
7. PAYMENT. All payments are due net forty-five (45) days in lull from date of invoice. Payment to Seller
shall not be contingent on third party payments to Buyer. If complete payment is not made when due,
Seller reserves the right to refuse' to provide further product or service until such payment has been
received, and.lhe unpaid balance shall bear interest at the rate 0(1 112. %.per month unlit.paid.
8. CANCELLATIONS, RESCHEDULES AND OTHER MODIFICATIONS. Buyer must advise Seller of
cancellations, reschedules or other sales order modifications no later than ten business days prior to ship
date for Wright Line manufactured product. For order cancellations of Wright Line manufactured product,
Buyer must also provide written notice of cancellation to Seller prior to Ten business days before ship
date and payment of reasonable and proper cancellation charges which will, in accordance with good
accounting practices. satisfy all costs incurred by Seller, together with its proportionate profit on such
costs. For Third Party products the Buyer shall comply with the cancellation, rescheduling and order
modification terms of the Third Party Provider.
9. WARRANTY. Wright Line LLC ("Seller") warrants to the original purchaser ("Buyer") that its products
are free from defects .in materials and workmanship for the following warranty period applicable to the
product (the "Applicable Warranty Period"): The Applicable Warranty Period tor a product manufactured
and sold by Seller under the Wright Line brand name shall be the period of time that the original
purchaser owns the product. The Applicable Warranty Period for all other products, or components
purchased by Wright Line and integrated into Wright Line manufactured products, sold by Seller, shall be
the warranty as outlined in the original manufacturer's warranty. This warranty does not cover any
damage to customer equipment that is caused by an AC power disturbance or any other causes
unrelated to Inc quality and/or functionality of Seller's products. No claims under this warranty will be
valid unless Buyer notifies Seller in writing within a reasonable time of its discovery of the defect, but in
any event prior to the expiration of the Applicable Warranty Period for such product. This warranty does
not cover ordinay maintenance, wear and tear within the normal consumable life of a product, abuse,
improper use, alterations, repairs and installations which have not been performed by an authorized
Seller's representative, and products which have 'not been maintained or operated in accordance with
Seller's written instructions. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL
OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. Seller will repair or replace, al its option, any products (or parts thereof) which are covered
by this warranty and which are found to be defective. Seller may provide a substitute product of equal or
higher value toresolve a warranty claim. No such repair, substitution or replacement will extend the
Applicable Warranty Period. Wren a warranty claim arises, Buyer must contact Seller to arrange return
shipment to Seller. with freight prepaid by Buyer. The risk, of loss or damage to any products resumed to
Seller will be with Buyer. THE REMEDY' OF REPAIR OR REPLACEMENT PROVIDED FOR HEREIN
IS BUYER'S EXCLUSIVE REMEDY IN THE EVENT OF BREACH OF THIS WARRANTY.
•
IN ADDITION, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR
SPECIAL DAMAGES OR FOR ANY LOSS, DAMAGE OR.,EXPENSE ARISING FROM THE SALE,
USE OR INSTALLATION OF THE PRODUCTS OR FROM ANY OTHER CAUSE WHATSOEVER,
WHETHER BASED ON WARRANTY (EXPRESSED OR "IMPLIED) OR 'OTHERWISE BASED ON
CONTRACT, OR ON .TORT, 0R REGARDLESS OF ANY ADVICE OR REPRESENTATIONS THAT
MAY HAVE BEEN RENDERED BY SELLER OR ITS AGENTS OR REPRESENTATIVES
CONCERNING THE SALE, USE OR INSTALLATION. OF THE PRODUCTS.
outfitting technology -infect sive environments
10. LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES
FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING
WITHOUT LIMITATION ANY LOST PROFITS OR LABOR COSTS, ARISING FROM THE SALE,
USE OR INSTALLATION OF THE PRODUCTS, FROM THE PRODUCTS BEING INCORPORATED
INTO OR BECOMING A COMPONENT OF ANOTHER PRODUCT, FROM ANY BREACH OF THIS
AGREEMENT OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON
WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, OR ON
TORT OR OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY ADVICE OR
REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY SELLER OR SELLER'S AGENTS
OR REPRESENTATIVES CONCERNING THE SALE, USE OR INSTALLATION OF THE
PRODUCTS. UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY ARISING
OUT OF OR IN CONNECTION WITH THE SALE, USE OR INSTALLATION) OF THE PRODUCTS
OR FROM ANY OTHER CAUSE EXCEED THE PRICE OF THE PRODUCTS OR SERVICES ON
WHICH SUCH LIABILITY IS BASEC.
11. PATENTS, TRADEMARKS AND COPYRIGHT INDEMNITY. If Buyer has not provided
specifications, Seller shall indemnify Buyer from any and all damages and costs, including
reasonable allomey's fees, for United Stales patent, trademark or trade name, or copyright
infrinaement arising by reason of the sale or use of any goods sold to Buyer, provided that Seller is
properly notified al the outset of any such claim or suit and Buyer offers Seller full and exclusive
control of the defense of such suit when products of Seller only are involved therein, and the right to
participate in the defense of such suit when products other than !hose of Seller are also involved
therein. Seller shall have no indemnity obligation it the alleged infringement is based upon: (i) a
modification made by Buyer to products furnished by Seller: or (ii) the use of products furnished by
Seller with other products where the products furnished by. Seller do not in themselves infringe.
Buyer shall indemnify Seller against any and all damages or costs, including reasonable attorney's
fees, for patent, trademark or trade name, or copyright infringement in any way rising out of the
preparation or manufacture of any goods in accordance with Buyer's specifications.
12. INDEMNITY. Seller shall defend, indemnify and hold harmless Buyer, its officers, employees
and agents, from and against any and all claims, liabilities, damages, demands, losses, causes of
action and suits, including reasonable ettomey's lees incident thereto, to the extent they result
directly from or oul of (1) any injury to or death of any person or damage to or destruction of any
property caused by the negligent acts, errors, omissions or willful misconduct of Seller, its agents or
employees, and (2) any violation by Seller, its employees or aoenls of federal or state law, regulation,
order, rule or of any other governmental authority having jurisdiction.
13. EXCUSABLE DELAYS. Seller shall not be liable for delays or failure in performance of an order
or default in delivery arising out of, or resulting from, causes beyond its control and without its fault or
negligence. Such causes include, but are not limited to, acts of God, acts of Buyer or of the
government, or of a public enemy, fire, flood, epidemic, quaramine restrictions, strikes, freight
embargoes, unusually severe weather, or default of suppliers due to any such causes.
14. ASSIGNMENT. Buyer shall not assign any order or any interest therein without the written
consent of Seller. Any such actual or attempted assignment without Seller's prior written consent
shall entitle Seller to cancel the order upon written notice to the Buyer.
15. ENGINEERING CHANGES. In the event Seller changes the design of any of the goods
described on the. order, either. as to construction or materials used, .but not .as to function, .Buyer
' agrees' loiaccept such changed goods in fulfillment of the Sales Order. -
16. VALIDITY OF SEPARATE CLAUSES. If any provisionsof this agreement shall be held to be
invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions
shall not be affected or impaired thereby.
17. LIMITATION OF ACTIONS. Any cause of action arisingfrom the agreement or the breach of it
must be commenced within two years after the cause of action accrues.
18. GOVERNING LAIN. The interpretation, construction and validity of the Agreement shall be
governed by the laws or the Commonwealth of Massachusetts.
19. PROVISIONS FOR INTERNATIONAL TRANSACTIONS: The following provisions apply to sales
to customers located outside the United States: (a) the 1980 United Nations Conventions on.
Contracts for the International Sale of Goods shall not apply; (b) except as otherwise specified, terms
of delivery are Ex -Works (within the meaning of INOOTERMS 1990) and all customs fees, import
duties, cargo insurance, taxes and other charges imposed on or relating to the purchase or sale of
the products shall be paid by Buyer in addition to the stated price; (c) except as otherwise specified,
payment shall be made by issuance to Seller of an irrevocable letter of credit which (i) is issued and
confirmed by a U.S. bank acceptable to Seller (ii) is governed by the Uniform Customs and Practice
for Documentary Credits (ICC Publication No.500 effective January 1,1994) and otherwise
acceptable in tone and substance to Seller, and (iii) provides for payment to Seller of the full amount
of the purchase price plus pre -paid freight in U.S. dollarsupon presenlalion.by Seller of sight drafts,
Sellers invoice and such other documents as shall be required by the letter of credit. All banking and
other charges for such letter of credit shall be for the account of Buyer; (d) prices include Seller's
standard 'commercial export packabing which may vary depending on Whether shipment, is made by
air, land or sea. Buyer will bear any additional expenses required to satisfy Buyer's specifications.
Packages will be marked in accordance with Buyer's instructions, if any. Seller shall furnish packing
lists and such other information as may be necessary to enable Buyer's spent to prepare documents
required for export shipment. Buyer shall supply Seller with all necessary information and assistance
for the most expeditious clearance of such shipment through customs; (e) all shipments hereunder
are subject to compliance with U.S. Export Administration Act as amended, regulations thereunder
and all other U.S. laws and regulations concerning exports. Buyer agrees to comply with all such
laws and regulations concerning the use, disposition, re-expoil and sale of the products
provided'hereunder.
20. RETURNS. Due to the unique 'highly configured and custom nature of -Seller's
products, returns for manufactured products from Buyer will not be accepted for reasons
other than Claims as defined in paragraph 6. Seller will pass through to Buyer any return
policy for Third Party Manufacturers to the extent possible.
"EXHIBIT C"
LIMITED LIFETIME WARRANTY
WARRANTY
Wright Line LLC ('Seller") warrant to the original purchaser ("Buyer') that its products are free from defects in
materials and workmanship for the following warranty period applicable to the product (the `,Applicable Warranty
Period"):
A. Lifeiime Warranty for Wright Line Manufactured Product: The App[ic ble Warranty Period for a
product manufactured end sold by Seller under the Wright Line brand na,�me shall be the period of lime that tine original
purchaser owns the product
B. Limited Term Warranty for All Other Products or Components: The Applicable Warranty Period for all other
product, or components purchased by Wright Line and integrated into Wright Line manufactured produce, sold by
Seller, shall be the warranty as outlined in the original manufacturers warranty.
This warranty does not cover any damage to cu.:tomor e.qu pment that is caused by an AC power disturbance or any
other causes unrelated to the quality_ndlar functionality, of Seller's product.
ldo Gams under this warranty wilt be valid unless Buyer notifies Seller in w ting within a reasonable time of its
discovery of the defect, but in any event prier tc• the expiration of the Appii eble Warranty Period for such produc .
This warranty does not cover ordinary maintenance, wear and tear within the normal consumable life of a product,
abuse, improper use, alterations, repairs and installations Which have riot been performed by an authorized Sellers
representative, arid products which have not been maintained or operated in ac ✓✓rdancie with Seller's written
instructions.
THE FOREGOING WARRANTY IS EYCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED
WARRANTIES WHATSOEVER , INCLUDING BUT NOT LIMITED TO itviPLED WARRANTIES OF
MERCHANTABILITYAND FITNESS FOR A PA;RTICU!AR PURPOSE ,
Seller will repair or replace, et its option, any, products (or parts thereof) which are covered by this warranty and which
are found to be defective. Seller may provide a substitute product of equal or hiohervaiue to resolve a warranty claim .
No such repair, substitution or replacement will extend the Applicable Warranty Period . When a warranty claim arises,
Buyer must contact Seller to arrange return shipment to Seller, with freight prepaid by Buyer. The risk of loss or
damage to any products returned to Seller will be with Buyer.
THE REMEDY OF REPAIR OR REPLACEMENT PROVIDED FOR HEREIN IS BUYER'S EXCLUSIVE REMEDY IN
THE EVENT OF BREACH OF THIS WARRANTY . IN ADDITION, SELLER SHALL NOT BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, CONSEQUENTIAL DR SPECIAL DAMAGES OR FOR ANY LOSS , DAMAGE OR
EXPENSE ARISING FROM THE SALE , USE DR INSTALLATION OF THE PRODUCTS OR FROM ANY OTHER
CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE
BASED ON CON T RACT, OR OI' TORT, OR REGARDLESS OF Ate[;'ADVICE OR P,=PRESENTATIONS THAT
MAY HAVE BEEN RENDERED BY SELLER OR ITS AGENTS OR REPRESENTATIVES CONCERNING THE
SALE, USE OR INSTALLATION OF THE PRODUCTS . Under no d[rcumstences shall the aggregate liability arising
out of or in connection with the sale , use or installation piths. products or from any other muse. exceed the price of
the Products or servlceS on which such liability is based
This warranty will be effective for products sold after January 1, 2DDS.
15
"EXHIBIT D"
LIST OF PARTS
Part List City of Miami Police 2111/2.011258 PM
List of covered parts City of Miami Police
Parts listed below mvered at no charge for 5 years
Part ti
Description'
•
89454
Lift Motor (in tea assembly)
-
89628
Lift Motor Control tvloddle
89E29
Lift Control Keypad
•
• PE-FEU-DCAlli
Personal Environments Circulated Air FEU
PE-UDJ-DCA113
Personal Environfnents Circulated P,ir UCU
"EXHIBIT E"
INSURANCE REQUIREMENTS
I. Commercial General Liability (Primary & Non Contributory)
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations S 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Contingent and Contractual Liability
Premises/Operations Liability
Explosion, Collapse and Underground Hazard
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto, Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
. A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class
V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or
certificates of insurance are subject to review and verification by Risk Management prior
to insurance approval.
18