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HomeMy WebLinkAboutJohnson Controls - Planned service agreement between COY and Johnson Controls. PSA Yakima Air Terminals 21041050 August 2025, CPQ-969083PSA Renewal Yakima Air Terminal_2141050 August 2025_ - CPQ-969083 Planned Service Agrees ent 10010 E Knox Spokane WA99206 USA The Power behind your sion Proposal Presented On: 06-10-2025 Johnson Controls J), /MA Johnson vo Controls ';:pf,i4t0,ip.9rA.t:',,,‘'''' ,r :.:2141050 Yakima..Nt 'T,,.Ta Date:11.04:40.04 • :0'0'°.4.ril`,.,#:,7,". 49.00118.$.1- i..'fiii:*:ir;i7.:,k):i0.fg4i47. 01.1'i, 40.,11:AA0:cikoriL,;.::::-..-..'''; ,titii:iiii440tO'44P1.!'',77 •-:',77,::-:,,',1c:,,:',.: , , ,, ,...,:,-- FE13.12025,..,4, i''..gillit#111?ti 9FA'. .._. Service Location: YAKIMA AIR TERMINAL 2400 W Washington Ave, Yakima, WA 98903-1134 SERVICE SOLUTION Billing Customer: Yakima Air Terminal 2406 West Washington Avenue Ste B Yakima, WA 98903-1246 Johnson Controls Fire Protection LP Sales Representative: William Bishop 10010 E Knox Spokane WA 99206 william.earl.bishop@jci.com INVESTMENT SUMMARY (Service Solution Valid for 30 Days) SERVICE/PRODUCT DESCRIPTION QUANTITY FREQUENCY INVESTMENT SYSTEM -FA -SIMPLEX 4100ES SIMPLEX 4100ES FIRE ALARM PANEL Est. First Inspection: October FIRE ALARM ESSENTIAL SERVICE OFFER SYSTEM-SP-WET SPRINKLER WET SPRINKLER SYSTEM Est. First Inspection: October SPRINKLER ESSENTIAL SERVICE OFFER Subtotal Contract Value (less tax): $2,107.00 Total Estimated Tax: $174.88 Total Contract Value with Estimated Tax : $2,281.88 To the extent applicable, Johnson Controls has included an estimate for all state and local sales tax for this quote. The actual sales tax due will be calculated and billed upon issuance of an invoice, unless a valid exemption and/or resale certificate is received by Johnson Controls. Page 2 of 8 © 2024 Johnson Controls. All rights reserved ref Johnson va Controls SERVICE SLUT{® This Service Solution (the "Agreement") sets forth the Terms and Conditions for the provision of equipment and services to be provided by Johnson Controls Fire Protection LP ("Company") to Yakima Air Terminal and is effective 1-Aug-25 (the "Effective Date") to 31- Jul-26 (the "Initial Term"). Customer agrees that initial inspections may be performed within 45 days from the Effective Date.Customer agrees that initial inspections may be performed within 45 days from the Effective Date. RENEWAL DETAILS: This contract will require action in order to renew it. In this case, this contract will require a new PO to renew. PAYMENT FREQUENCY: Annual In Advance PAYMENT TERMS: Net 30 For applicable taxes, please see Section 3 of the Terms & Conditions PAYMENT AMOUNT: $2,107.00 - Proposal #: CPQ-969083 PAYMENT SUMMARY: Signature : Date Year PSA Charges 1 $2,107.00 CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that Customer may issue. Any changes in the system requested by Customer after the execution of Agreement shall be paid for by Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Page 3 of 8 © 2024 Johnson Controls. All rights reserved Johnson Controls Unless otherwise agreed to by the parties, pricing is based upon the following billing and payment terms: Invoices will be delivered via Email (shelby.barrett@yakima.gov) , payment is Net 30, and invoices are to be paid via Electronic Funds Transfer. Johnson Controls Electronic Funds Transfer transfer details will be forth coming upon contractual agreement. This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above. To ensure that JCI is compliant with your company's billing requirements, please provide the following information: PO is required to facilitate billing: Yakima Air Ter Signature: Print Name: Title: Phone #: Fax #: Erna Date: NO: This signed contract satisfies requirement YES: Please reference this PO Number: t CITY CONTRACT NO: RESOLUTION NO' Johnson Controls Fire P Authorized Signature: Print Name: I-M" IC Title: Phone #: Fax #: License #: (if applicable) Date: C 9/4 ho ac Page 4 of 8 © 2024 Johnson Controls. All rights reserved Johnson (0��� Controls SERVICE SOLUTION Terms These terms cover the services and equipment provided by Johnson Controls. This Agreement includes the proposal, these terms and any referenced links. Conflicts are resolved in that order. Scope of Work We will provide the services or equipment described in the proposal. If the services include planned maintenance of equipment, only the equipment set forth in our proposal is covered by our services ("Covered Equipment'). Unless otherwise agreed in the proposal, services are performed during our normal working hours, excluding holidays. We reserve the right to modify or substitute materials. Payment Terms Services fees are paid annually in advance due 30 days from the invoice date via EFT/ACH, unless stated otherwise. Payment is required before services are performed or equipment is ordered or installed. Failure to pay on time is a breach that permits us to suspend or delay services until full payment is received, without liability, or to terminate this Agreement. Interest may also be charged on unpaid amounts at the lesser of 1.5% per month (19.56% annually) or the highest rate permitted by law. If you require a purchase order to process payments, you must send it to us at least 30 days before the end of a term but you must pay invoices even without a purchase order. No purchase order is required for any emergency services you request. Prices Prices do not cover taxes, fees, duties, tariffs, permits and levies or other charges imposed and/or enacted by a government. You are responsible for these items unless you provide an acceptable exemption certificate. If we need to pay any of these items or the exemption certificate is invalid or only covers some of these items, you must reimburse us on demand for the amounts owing. Prices may be adjusted at any time to reflect changes in costs, labor or market conditions. We will try to notify you of any changes in pricing in advance. Additional charges will be required for: (i) changes to these services or the Covered Equipment; (ii) additional services or equipment; (Hi) unexpected site conditions or issues with the Covered Equipment; (iv) appointments that are cancelled less than 24 hours beforehand or for service, warranty or alarm calls caused by your error; (v) changes required to comply with laws, codes and regulations ("Laws"), including prevailing wage laws; and (vi) costs to notify and dispatch emergency personnel. We may change prices on equipment or parts prior to shipment or installation to reflect increases in costs from raw materials, third party products, any new or additional tariffs, duties, quotas, taxes, the withdrawal of trade agreement concessions or any unforeseen or other extra cost elements. Limited Warranty We warrant that services will be performed in a good and workmanlike manner for 90 days from the date of performance. Equipment we provide is also warranted to be free from defect in materials and workmanship for 90 days from installation. No warranty is provided for third -party equipment we install or furnish. Third -party HVAC and controls equipment is provided with the third -party manufacturer's warranty to the extent available. This limited warranty does not cover failures, defects, or damages caused in whole or in part by: (i) misuse, neglect, accident, Force Majeure, changes to your premises, or installation, maintenance or repairs not performed by us; (1i) environmental, electrical or other causes beyond our control; (iii) normal wear and tear or corrosion; (iv) use of unauthorized replacement parts or products or using the equipment for purposes not intended by the manufacturer; Page 5 of 8 © 2024 Johnson Controls. All rights reserved Johnson Aff ia Controls SERVICE SOLUT O or (vi) issues arising from your failure to comply with this Agreement or your obligations. To qualify for warranty consideration, you must notify us in writing of your warranty claim prior to the end of the warranty period, complete all instructions on warranty procedures and provide us with reasonable site access to inspect the equipment and/or perform any necessary warranty work. Your sole remedy is to have defective services re -performed or equipment repaired or replaced at our election.THESE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.You need to determine if our equipment are suitable for your use. You assume all risk and liability from their application and your use. Warranty service does not cover: (i) system upgrades and replacing obsolete systems, equipment, or consumable parts and components ; (ii) reloading, updating, or maintaining software; (iii) additional costs for access, deinstallation, re -Installation and transportation; and (iv) the exclusions set out in the Supplemental Terms. If you call us for warranty service and the problem is due to any of these reasons, we may charge you for the service call even if we do not work on the equipment. We may offer these services at an extra cost. Customer Obligations You must provide all relevant information about the equipment and premises, follow all applicable Laws and ensure us safe access. You must operate, test, maintain, and repair the equipment according to manufacturer and our recommendations and notify us immediately of any issues. In addition, you agree to, (i) obtain necessary licenses and permits and pay related fees and taxes; (ii) provide a suitable environment for the equipment as recommended by us or the manufacturer including heat to avoid freezing; (iii) supply the necessary electrical service, power, heat, heat tracing, water and schematics ; (iv) provide proper water treatment for condensers, cooling towers, and boilers, and protect against environmental issues; (v) set and test alarm systems as recommended by us or the manufacturer; (vi) avoid causing false alarms and reimburse us for any fines or fees; (vii) notify all necessary parties, such as local authorities and monitoring providers, about system testing or repairs; (viii) keep accurate and up-to-date work logs for the equipment; and (ix) take precautions for Covered Equipment failure to prevent injury or property damage. If you do not meet any of these obligations, we are not responsible for equipment breakdowns, repairs, or replacements. We can suspend services until these issues are fixed and charge for any corrective work needed. For equipment connected to your computer network, we provide and install the software to run the equipment and connect to It based on the network settings you provide. You must provide us with secure access to your computer network as required in our specifications. If we cannot connect to the network or need extra equipment for connectivity, additional charges may apply.Our services do not include changes to the network, security, or firewall settings.You are solely responsible to protect your data, computer network, and products networked or connected to the Internet; and we are not responsible for any Toss or damage, as allowed by Law. You should back up data and software before services are performed. You must promptly remove any devices that interfere with the operation of the Covered Equipment. Insurance Page 6 of 8 © 2024 Johnson Controls. All rights reserved Johnson �� U��N�U� ' 0����m._r��mw ��U����N� ����mwVLw�.N~r SERVICE SOLUTION UTUON VVedonot guarantee that services o,equipment will prevent risk of loss auyour premises cvdetect all events. You are responsible for any losses and need mrely onyour own insurance. You release and waive for yourself and your insurer all subrogation and other rights to recover from us. Limitations on Liability Neither wwmrour suppliers movendors ("JC|PmmUee^ are liable for special, Incidental, cmnmeqoontia|, punitive mrindirect damages, orfor lost profits, revenue, data -or business Interruption. The total liability mf the JCI Parties Is limited to $250,000 or 12 months of fees paid to Johnson Controls under this Agreement, whichever ioless. Claims Limitation; Forum; Choice mfLaw Disputes may be resolved in court or through arbitration, as determined exclusively by us. Delaware law governs any agreement performed In the U.S., with disputes resolved in Milwaukee, Wisconsin. Ontario law governs any agreement performed in Canada, with disputes resolved in Ontario. Any claims by you must be brought within one year. The parties waive their right $oojury trial. Term and Termination The term ofthis Agreement isset out in the proposal and renews automatically for successive terms equal mthe length of the original term unless either party gives 60 days' prior written notice of termination to the other party before the end of a term or the parties agree in writing on a different length of renewal term. Either party can terminate for cause with 10 days' notice, but only after written notice the defaulting party has 30 days to cure any alleged default. We can terminate immediately if we can no longer service the Covered Equipment for whatever reason including if we stop selling the Covered Equipment, providing the services or if we cannot obtain equipment, parts or support the technologies. We can terminate this Agreement without cause with 60 days'written notice. Upon termination, you must pay all amounts owed and provide access for us to remove any of our property at your premises and reprogram systems. You are responsible for our costs to enforce this. If you end this Agreement early for any reason, you must also pay us 50% of the service charges for the remaining term of this Agreement. You are responsible for our costs hoenforce this. Access and Hazardous Materials You must provide us with reasonable and safe access to the Covered Equipment. We will follow our health and safety policies and applicable Laws. You must inform us of any hazardous conditions or materials (e.g., mold, asbestos containing materials, biohazards) and you are responsible for resolving, removing and disposal. If we encounter hazardous condibons or materials, we may stop work without liability and you are required to provide us reasonable evidence of abatement before we will restart work. Additional charges will apply if access to a confined space is required. Force Majeure Page 7 of 8 0 2024 Johnson Controls. All rights reserved Johnson OP Controls SERVOCE SOLUTOON We are not in breach or liable for any delays or failures caused, in whole or in part, by any events beyond our control, such as natural disasters, severe weather, public health risks, government actions, cyberattacks, civil disturbances, labor disputes, strikes or shortages of parts or materials ("Force Majeure"). You must allow us additional time to perform the services and reimburse us for increased costs due to such events. Data and Intellectual Property; Digitally Enabled Services You own your date but -we may use it toperformservices and you -grant us a perpetual, worldwide, irrevocable, royalty free license to use your building data on a de -identified basis. We retain rights to any intellectual property created. Digital enabled services mean services provided under this Agreement that employ our software and cloud - hosted software offerings and tools. They may include, but are not limited to, (i) remote inspection, (ii) advanced equipment fault detection and diagnostics, and (iii) data dashboarding and health reporting. Digital enabled services may require data collection, and you consent to this. Software -Digital Solutions Use of our software, including software to provide digital enabled services and solutions, is governed by our standard terms at https://www.iohnsoncontrols.com/techterms. These terms apply to the software you are allowed to use, but we retain ownership and rights to the software, including improvements. If provided as part of our services, third -party software is subject to its own terms. Privacy If provided to us, we will process personal data according to our Data Processing Agreement at www.iohnsoncontrols.com/dpaand adhere to our privacy notice at https://www.iohnsoncontrols.com/privacv. You consent to this processing and will ensure all necessary consents are obtained. Miscellaneous Notices must be in writing. This Agreement cannot be assigned without our consent; any assignment without our consent is void. We can assign this Agreement, in whole or in part, or subcontract the work, without notice. Invalid, illegal or unenforceable provisions do not affect the rest of this Agreement. This Agreement is subject to specific supplemental terms located at www.iohnsoncontrols.com/legal/one-osa-supplemental-terms. In addition, if you request us to perform any work outside the scope of this Agreement, you consent to it being performed subject to our standard customer terms then in effect at www.iohnsoncontrols.com/customerterms. This Agreement is the entire contract and supersedes prior written or oral communications and documents, and terms in any purchase order or other documents you later provide are rejected. We may convert this Agreement to an electronic format. Page 8 of 8 O 2024 Johnson Controls. All rights reserved