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HomeMy WebLinkAboutVertiv Corporation - Proposal for Service for SuncommProposal for Service Vertiv Corporation " 025 SUNCOMPdt YAKIMA CNTY RESOURCE CTR 2403 S ISTH ST UNION GAP, WA, 98903 N21cWz5 SUwCOMM YAx|MA CmT,RESOURCE cTR 2403S18rH3T UNION GAP, WA, e8gU3 CPQ- G5J84-1 Name* Erica Mmamow Phone: 509-576-6340 Edca, Thank you for your interest in Vsrtiv Corporation, We are pleased tosubmit the following proposal for your review and consideration, Asthe rate ofchange and complexity inyour data center increases, Vartiv is the dedicated partner that you need tohelp you achieve your goals. Please complete all required fields onthe signature page and attach Your Purchase Order Voassist timely order processing, Should you have any questions regarding the proposal, feel free k,contact medirectly at(206)57O-M951,|look forward to your response and the opportunity howork together toimprove your data center investment. Sincerely, Shaun Kerney 1521 N.Argonne Rd, Suite C1D4 Spokane Valley WA 99212 PHONE (255)J15-4«54 FAX (2O6)7O3-670V EMA|LGhaunKemey@,ertiv.conn OniorCPO-865384-1 Liebert UPS 1 Power / Battery Services: • We are the Original Equipment Manufacturer and the experts on Liebert equipment with access to updates and changes, knowledge of engineering specifications, current issues and how to fix them correctly. • Our factory trained service force is twice the size of the next largest competitor with over 650 customer engineers and field technicians in the United States alone; everywhere in the US the most knowledgeable engineers and technicians available, will cover you. • With the most advanced tooling and instrumentation available, each CE has over $10,000 in gear with him at all times, so any issue can be resolved in the least amount of time possible. • To make sure we get the right part to the right place at the right time, we have the industry's most sophisticated parts logistics system. No matter where you are in the US we also have a parts warehouse close to serve you. • We maintain and follow all safety and compliance regulations necessary to keep CE's from harm and protect you, our customers from liability. We care about your safety. Standard Maintenance Contracts: Site#: 1162199 YAKIMA CNTY RESOURCE CTR 2403 S 18TH ST UNION GAP, WA 98903 US Tag# 1725198 1723273 1725192 1725195 Description NX BDC 125 NX 40-80 Model # Annual PM Q FFC07C5NNG3S230j 38SA060A0A00 SEALED BATTERY1388P080XUX1BCSG1 SEALED BATTERY138BP080XUX1BDSG Coverage Type (Coverage Dates) ESSENTIAL 1(08/07/2025) - (08/06/2027 ESSENTIAL (08/07/2025) - (08/06/2027) PM Only 8x5 (08/07/2025) - (08/06/2027 PM Only 8x5 1(08/07/2025) : (08/06/2027) Contract is invoiced annually: 1) 2025 - $9,800 and 2) 2026 - $9,800 Coverage Amount Total price not including tax: $19,600.00 any tax rebuffed must be included in customer purchase order Payment Terms: Net 30 Days Payment. Frequency: YEAR Invoicing Rule: COPE OF WORK UNINTERRUPTIBLE POWER SYSTEMS ALL 3-PHASE MODELS ESSENTIAL SERVICE - 1 PM SERVICE SUMMARY Featu On -Site Service Response Time Customer Support Parts Labor E Travei Service Professional Det Includes 1 Preventive Maintenance Service, scheduled by the customer between Sams5om, hAoriday- Friday (excluding national holidays), Guaranteed 4-hour on -site emergency response, 7 days/week, 24 hours/day, within150 miles of a Vertivls Service City, Includes access to the Customer Resolution Center (1-300-543-2273) and the Vertiv Customer Services Network Online Internet portal, Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for more details), Includes CO1% labor and travel coverage, "7 dayslwee.k, hoursiSday, within t he. AS contiguous states and kia,,vaii, Performed by Vertiv factory -trained and authorized technician equipped with Vertiv Proprietary tools and software, Vertiv CEs and Vertiv Partners are the only approved OEM service providers for Vertiv products. VERTIV POPRiE ARYSERVICE TOOLS AND SOFT:, ARE vortiv Cistorrier Engineers (CEs) are the only authorized, factory- trained and OEM -supported service providers for Vertiv equipment viith access to Vertials proprietary service tools and software to ensure optirw;i equipment performance, • Using proprietary software PPvis''', Paramsef'% and Witi5V-7" CEs ,apply Vertiv's knowledge base to diagnose, configure and optimize your Vertiv equipment, * vertiv is the only authorized source for critical proprietary firmware updates providing your equipment the latest version of operational firmware to ensure equipment is running at optimal perforniance and efficiency levels, * Vemv exclusively enables • Access to OEM engineering support and product enhancenients, • Optimized methods of procedure for efficient service supported by proprietaryd ournentation, • Improved MTBR and MTTR. • Root cause forensic analysis, • Continual improvements with tested and certified updates for software and hardware improvements throughout the equipment's lirecycle, • CEs to be equipped with proprietary service documentation that provides accuse to the latest method of procedures and event data to return, equipment online in the most efficient manner possible, • Benchtrarking against the entire service population to identify service trends and provide solutions rapidly or before they occur, reducing or eliminating customer events and outages. • Ver iv Service Crs. rare trained in NEPA 70E and OSHA best practices, arid all processes and procedures strictly ownply with NEPA 70E industry standards, SERVICE PERFO E Annual Service 1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report aPi high temperature areas. 2. Perform a complete visual inspection of the equipment including subassemblies. wiring harnesses, contacts, cables, and major components. S. Check air filters for cleanliness. (if applicable) a. Check rectifier and inverter snubber boards for discoloration. 5. Conduct diagnostic review with proprietary access to internal event logs. C, Record all voltage and current meter readings on the module control cabinet or the system control cabinet, 7. Measure and record the do float voltage at the UPS and at the battery 8. Measure and record the ripple voltage and current 9. Check power capacitors fiat s railing or leakng oil (if applicable). 10. Check power capacitors for swelling or leaking oil (if applicable), 11. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable). 12. Measure and record harmonic trap filter currents Cif applicable), 13. Check the inverter and rectifier snubbers for burned or broken wires. 14. Check all nuts, bolts, screws, and connectors for tightness and heat discolor t 15. Check fuses on the DC capacitor deck for continuity fit applicable). 16, With customer approval, perform operational test of the system, including tut transfer and battery discharge. 'l r. Calibrate and record at electronics to system specificatiurrs. 18. Check or perform Engineering Field Charwe Notrces (FON) as necessary, 19. Measure and record all low -voltage power supply levels, 20. Record phase -to -phase input voltage and currents, 21. Record real and apparent power for each phase, 22. Review system performance with customer to address any questions and to schedule any repairs. Battery Inspection Service - Performed During the UPS Annual PM Service 1. Check integrity of battery cabinet (if applicable), 2, Perform e visual inspection of the battery, battery cabinet or rack, and battery room and note any deficiencies and recommendations, ASSU P '"IO S AND CLAR FiCATIONS Parts coverage excludes batteries, air filters, proactive full bank capacitor replacement and fan replacement, Customer should check air filters monthly for cleanliness and replace as rsecessar'ya, Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Pypass Cabinets. The Battery inspection Service listed above is only a visual inspection and is not intended to replace 3 full preventive rr,aantaenanee program for the battery system. Modular designed UPS systems may have less acce certain UPS systems d "it applicable- chucks above due to the design and usage cif CUSTO' ER R SPa ' 1ES r in order to provide timely, accurate and thorough execution of the services described herein, Vert tiv requests the following: • F-loint of Contact: Provide an authorized point ofcontact,(s).. specific for the scope or work, for scheduling and coordination purposes. * Scheduling: Make dates available for scheduling service„All visits must be requested '10 business days in advance of need by contacting the 'Yertiv CUST.Ofnef Resolution Center at i1-800-543-2378. * Site Access'. Prior to time of scheduled work, provide site abbess including ai c0onoe safety training and badging for Vertiv service personnel, o Equipment Access.: Convenient. access to no equipment covered by the Scope of liriork, Prior to scheduled ttme 03worki. notify Vertiv service personnel of arvi/ .special requirements for equipment access including lifts, ladders, etc. • Shutdown: Service may require shutdown of load to ensure electrical connection integrity, • NoOfication: If for any reason the work cannot be pc rfc.rmecr. during scheduled time, notify Vertiy service personnel 24-hours prior to scheduled event, TTFfls 9 AN, CONDITIONS escort, sec ce, Subject to all Terms & ir.ioriclitions as noted in the Vertiv Terms & Conditions or the terms of a Master ikcjeeMetli between the parties, if any, shall apply. "SCOPE F ORK POWER DISTRIBUTION SYSTEMS ALL MODELS ESSENTIAL SERVICE -1 PM SER' Feature Response Time Support Parts Labor & Travel Service Professional A RY inciud P in Friday excluding national holidays), vice, scheduled by the customer between Sant 5pm, Monday - Guaranteed 4-hour on -site emergency res onse, 7 days/week 24 hours/day, within 150 miles of a Vertiv Services' Service City. Includes access to the Customer Resolution Center (1 c3CC1 54 237C) artd the Vertiv Customer Services Network Online Internet portal. Includes parts coverage (limits may apply; see Assumptions and Clarifications, as applicable, for more details). Includes 100% labor and travel coverage 7 days/week, 24 hours/day, ss€t#tin the 43 contiguou states and Hawaii. Performed by Vertiv factory train provider for Llebert products. uthorized technicians Vertiv Services is the C}EM service SERVICE PERFORMED Full Preventive Maintenance Service 1, Perform a complete visual inspection of [he rnterdor ,and exterior of equfpmen 2. Verify equipment is properly grok.inded and that the phase, neutral and ground w ring is in accordance with the Installation manual. 3. Check for proper clearance around the unit. Clean interior of equipment for dirt and debris, 5. Inspect ail circuit breaker(s), terminal blocks, and ground/neutral bus bar connections for tightness. 6, inspect iunetion box terminals for tigfttrtess (if applicable), 7. Conduct a thermal scan of interior components, assemblies, and connectors for eoidence of cverheating and/or burnt components. 3, frtspect all option assembles, also° iatard cabling/wirit'ig, and connectors for tightness Of applicable). 5. Verify all installed options are operating properly (if applicable). 10. Verify canturlr,iity of all fuses (if applicable.). rI, Measure voltage and current at each panelboard mam input breaker (phases, neutral and ground"). 12, verily ail monitoring Opt=ons of applicable) are displaying values within preset parameters. 13. Check or perform Engineering Field Change Notices (FCN) as necessary. 14. Configuration of the LDM/LAMS (For Newly installed branch circuit breakers), 1. Verify firmware and update as required, components. 2, Verify the location, alarm set points, number of poles, and address of every newly installed breaker, 3, Verify the CT ratio for every newly installed isreaker, t, Demonstrate use of software tools, (if 'applicable) 5, (Excludes interoperability with SiteScan and Building Managerno.nt Systems) B. Save the configuration file to a laptop as a backup for customer, (If applicable) ASSUMPTIO AND CL RIFICATt Parts coverage excludes branch circuit breakers, CUSTOMER RESPONSIBILITIES In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following: • Point of Contact: Provide an authorized point of contactCs), specific for the Scope of work, for scheduling and coordination purposes, • Scheduling:Make dates available for scheduling service,AU visits must be requested '10 business days in advance cif need by contacting the Vertly Services Customer Resolution Cerrito( at 1,900-543-2378: • Site Access: Prior to tirno or scheduled work, provide site access including any customer req red es „ scsecurity clearance, safety training and badging for lslertlyi service personnel, • Equipment Access:Convenient access to the, equipment covered by the Scope of ,i'vork., Prior to scheduled time of or notify Vertv service, personnel of any special requirements for equipment access including lifts, ladders, etc, • Shutdown:Service ri y require shutdown of load to ensure electrical connection integnty, • Notification: if for any reason the work cannot 4e performed during scheduled time, notify Vertiv service personnel 24-hours prior to scheduled event, S AND CON' QNS Subject to 3 11 Terms 4 Comdincins as noted in the Vortiv Services 'Terms S. Conditions or the terms of a M -ter Ag .echnent, between the parties, if any, shall apply, STATIONARY BATTERY SYSTEMS SEALED VRLA BATTERY PREVENTIVE MAINTENANCE ONLY (8X5) SERVICE - 1 PM SERVICE SUMMARY On Site Service Service Professional Includes 1 ranual Preventive Maintenance Service, scheduled by the customer between Barn-5pm. Monday -Friday (excluding national holidays). Performed by Vertiv factory -trained and author and software. Vertiv CEs and Vertiv Partners ar products. nician equipped. approved OEM ith Vertiv Prop rvice r rcivider tart' tools for Vertiv SERVICE PERFORMED Annual Service 1. Inspect the appearance and cleanliness of tfte battery anti the battery room. Clean normal cell top dirt accumulation (to he done only with battery off line). 2. Measure and record the total battery float voltage and charging current, 3, Measure and record overall AC npple voltage. 4. Measure and record overall AC ripple current, 5. Visually inspect the jags and covers for cracks and leakage. 6. Visually inspect for evidence of corrosion. 7. Measure and record the ambient temperature. 8. Verify the condition of the ventilation equipment, if aiaplicabie. 9. Verify the integrity of the battery rack/cabinet. 10. Measure and record 100% of the cell temperatures, 11. Measure and record the float voltage of all cells, 12. Measure and record all internal Ohmic values. 13. Measure and record all battery connection Ohmic values, when eppfcable. 14, Provide a derailed written report noting any deficiencies and corrective act on needed, taken, and/or planned. ASSUMPT1Oibfi•S AND C LA F CA"„flO'S Does not include labor' or parts coverage for full -string Or partial -string replacement. Does not include return corrective xrs!ts. GUSTO E ESPO JT ES In order to provide timely, accurate and thorough execution of the services described herein, Vertiv requests the following: Point of Contact: Provide an authorized point of contact(s), specific for the scope of work, for scheduling and coordination purposes. tk Scheduling: Make dates available f=or scheduA!l vfs€ts must be requested 10 business days it ad tartc contacting the Vertiv Customer Resolution Center at 1-800-543-2378, Site Access: Prior to time of scheduled work, provide site access including any ccrsto rtet required escort, secu safety training and badging for Vertiv service personnel, d by Equipment Access: Convenient access to the equipment covered by the Scope of Work. Prior to scheduled time of work, notify Vertiv service personnel of any special requirements for equipment access including lifts, ladders, etc, Shutdown: Service may require shutdown of load to ensure electrical connection Integrity. Notification: If for any reason the work cannot be performed during scheduled time, notify Vertiv service persorinel 7:r`a-hours p to scheduled event. TER AND ,NDITIONS Subject to all Terms & Conditions as noted i if any. shall apply, drtions or the terms o parties, Order Number: CPQ-865384-1 Purchase Order must be assigned to: Vertiv Corporation 505 N. Cleveland Avenue. Westerville, OH 43082 FID# 31-0715256 PO should be e-mailed or faxed with signed proposal to: Vertiv Corporation c/o Shaun Kerney Attn: Shaun Kerney Email: Shaun.Kerney@vertiv.com Fax: (206) 763-6700 Payment remittance address: Vertiv Corporation PO Box 70474 Chicago, IL 60673 Please complete the following information (All fields are required): Purchase Order Number: Purchase Order attached: 0 Yes ❑ No If PO NOT attached, please specify reason: Invoice Delivery Method: 0 Web Billing (Attach Instructions) 0 Mail 0 Other 0 Accounts Payable Email Billing Contact Person: Phone: Email: Fax #: Bill -To Company Name: Bill -To Address: Federal Tax ID # Bill -To City, ST Zip: Tax Exempt: 0 Yes (Attach tax exempt certificate) Site Services/IT Contact Person: Phone: 0 No * *COVERAGE DETAILS * * For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty t30) days, parts required to bring equipment back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call. All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified in any way- This Proposal is valid for 30 days from the date of this Proposal unless otherwise noted, INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Sellers Terms and Conditions located at termsconditions.vertivco.com unless a formal agreement governing this Purchase Order/transaction has been executed by the parties, in which case the Terms and Conditions of the signed agreement shall govern. Seller hereby objects to all Buyer's terms and conditions received by Seller and/or issued by Buyer, Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below. Thank you for your business, Proposed B: pp 11 Sep 2025 Shaun Kerney Date Acc uyer Signature Requi V � ao i �:+6 -r) Printed Name Title CITY CONTRACT NO: ZV ZS'151 RESOLUTION NO L) IA Date Ph" fne DY-5-15- (oD�G Vertiv Corporation TERMS AND CONDITIONS OF SALE Vertiv Corporation is herasn referred to as the "Seller' and the customer or person or entity purchasing goods and/or services ("'Goods'"j andlor parts required for services ("Parts') or licensing software and/or firmware, which are preloeded, or to be used with Goorls ("Software') from Seller is referred to as the "Buyer' These Terms and Conditions, any price list or schedule, quotation, acknowledgment, Seller's scope or statement of work, or invoice frorn Seller relevant to tee sale of the Goods, Parts and licensing of Software by Seller, and all associated terms, conditions and documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement ("Agreement') governing the sale of Goods, Parts, and/or license of Software by Seller to Buyer, Any discrepancies between the terms of the above referenced documents shall be resolved by Seller. Sellers acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to at of Setters terns and conditions of sale, including terms and conditions that are different from or additional to the terms and conditions of Buyer's purchase order, Buyers acceptance lit the Goods, Parts, and/or Software will manifest Buyers assent to ma terms of this Agreement. Seller reserves the right in its sole discretion to refuse orders 1, PRICES: Unless otherwise specified in waling by Seller, the pnce quoted or specified by Seller for the Goods, Parts and/or Software shall remain in effect for thirty (30) days after the date of Seller's quotation, Seller's scope of work or acknowwiedgment of Buyers order for the Goods. whichever occurs first, provided an unconditional auteonzation from Buyer for the Shipment or performance of the Goods and/or Parts, and/51 Software is received and accepted try Seller within such lime period If suctl authorization l5 not received by Seller within such thirty (30) day period„ Seller shall have the nget to change the price for the Goods, Parts and/or Software to Sellers price for the Goods, Parts, and/or Software at the time of Seller's shipment or performance thereof, Alt paces and licensee fees are exclusive of taxes, transportation and insurance, which are to be borne by Buyer, Seller reserves the nght to correct any obvious errors in specifications or prices and, to the evert of a force majeure evert, make equitable adjustments to Sellers pnce for the Goods, Parts, and/or Software fano( to Sellers shipment or performance thereof, Unless otherwise specified by Seiler„ Parts trial are required for the performance of services will be furnished at Setters then -prevailing prices A service charge of $14.94 will be added to all orders which, excluding shippmg charges, taxes, and insurance, do hot meet the minimum order value of $750,00. The service charge amount arx5or mlremurm order value may be changed by Seller at any time w€rout notice. 2 TAXES: Any current or future tax, duty. tariff or governmental charge (or increase in same) affecting Sellers costs of production, sale, seances or denvery or shipment of Goods Parts, and/or Software, or wnich Seller is otherwise required to pay or pollen in ccnnectron with the sale, purchase, delivery, performance, storage, processing, use or consumption of Goods, Parts, andlor Software, shall be for Buyer's account and shall be added to the price or billed to Buyer separately, at Sellers election_ 3. TERMS OF PAYMENT' Unless otherwise specified by Seiler, terms are net thirty {30) aays from date of Seller's invoice in U.S, currency, Seller shall have the riper, among other remedies, either to terminate this Agreement or to suspend further performance under this and/or other agreements with Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller hereby amend exactingly Buyer shall Ge liable for all expenses, including attorneys` fees, relating to the collection of past due amounts If any payment owed to Seller is not paid when due, it shall bear interest al a rate to to determined by Seller, which shalt not exceed the maximum rate permitted by taw, from the date on which of i5 due until it is paid, Seller may preserve i15 interests in payment by enforcing any applicable mechanics, labor construction or similar lien nghls, Should Buyers financial responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be required by Seller for future deliveries or performance of Goods, Parts, and/or Software, if such cash payment or security is not provided, in addition to Sellers other ngnts and remedies, Seiler may discontinue deliveries or performance. Buyer hereby grants Seller a security interest in all Goods. Paris, and/or Software sold to Buyer by Seller, which secunly interest shall continue until all such Goods, Parts, andlor Software are fully paid for, and Buyer, upon Sellers demand. will execute and deliver to Seiler such instruments as Seller requests to protect and perfect such security interest. 4, SHIPMENT AND DELIVERY' %Wile Setter will use all reasonable commercial efforts to maintain the delivery date(e) and/or performance dales acknowledged or quoted by Seller, all shipping dates and/or performance dates are approximate and not guaranteed, Seller reserves the right to make partial shipments, Seller, at its option, shall not be bound to lender delivery of any Goods, Parts, and/or Software for which Buyer has not provided shipping Instructions and other required information, If the shipment or performance of the Goods, Parts, and/or Software is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses resulting therefrom. For sales in which the end destination of the Goods, Pans anctior Software is outside of the United States (except for those international sales to Seller's affiliated companies), risk of loss and legal title to the Goods, Parts, and/or Software shall transfer to Buyer immediately after the Goods, Parts, and/or Software have passed beyond the territorial limits of the United States For international sales to Sellers affiliated companies, all shipments of Goods. Parts, and/or Software are made on a Delivered at Place (DAP) basis, per Incoterms 2020, with freight charges from Seller's facility to destination terminal invoiced to buyer either on a Prepaid or PPD/Add basis, as agreed to by Seller and buyer, All other shipments of Goods, Parts, and/or Software are made on an Ex Works (EXW) Seller's Shipping Point basis, per Incoterms 2020, with Seller responsible to load goods on Buyer's nominated vehicle. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the career. Notwithstanding the above, risk of loss and legal Idle to Parts shall transfer to Buyer (l) upon delivery by the Seller, or (ii) at the time Parts are placed in storage due to Buyer's delay or postponement, Shortages or damages must be identified and signed for at me lime of delivery Requests for changes in quoted transportation modes will not be made or accepted on orders already processed unless otherwise mutually agreed upon by Seller and Buyer. Requests for changes in quoted transportation modes to orders already accepted by Seller will be subject to new freight terms and tilled at the price in effect at the time of the request for change Any request for changes to quoted transportation modes must be submitted in wiling to Seller and are subject to Setter's acceptance and adjustment in freight price. The transportation costs quoted by Seller may be changed by Seller without notice in order to reflect Seller's prices at the time of shipment and will reflect any market increase in transportation costs If a price for delivery has been quoted, any changes at the destination for transportation modes, spotting, switching, handling, storage and other accessonal services and demurrage shall be borne by the customer, and any related increase in transportation charges shall be added to the quoted price 5. LIMITED WARRANTY: Subject to the limitations of Section 6, Sellers standard warranty that is applicable to the Goods and/or Software at the time of purchase is the only warranty applicable to the safe of Sellers Goods and/or Software and its terns, conditions and hmrtations are incorporated by reference herein and Seller warrants that it will perform the services as described in these terms and conditions and will exercise all reasonable stall, care ail due diligence In the performance of the services, Seller warrants mat all services performed shall be free from faulty workmanship for a period of thirty (30) days from completer-1 of services. Thermal Sotuticn Components, including but not limited to, fans, Sago -air heat exchangers, air conditioners, emergency DC vent systems and filtered thermal vent systems are warranted to be free from defects in material and workmanship for a period of twelve (12) months from date of shipment, or manufacturer's pass through warranty, whichever is longer, provided the following conditions are met- (it Semi-annual preventive maintenance logs are maintained by Buyer and such logs are available to Seller upon request, and pl) Input voltage to the air conditioner unit does not vary by greater than e/-10%, and (lid in the event of accidental or intentional shut-off, a Thermal Solution Component will not be restarted for at least five (5) minutes. and (iv) the refrigerant specified on the unit nameplate label will be the only refrigerant utilized in the air conditioner unit; and. (v) Buyer complies with all installation, operations and maintenance instructions provided by Seller Goods, Paris andlor Software purchased ey Seller from a third party for resale or license to Buyer ("Resale Products") shall carry only the warranty extended by the onglnal manufacturer To the extent assignatfe, Seller assigns to Buyer any warranties that are made by manufacturers and suppliers of such Resale Products EXCEPT AS SPECIFIED ABOVE. RESALE PRODUCTS FURNISHED HEREUNDER ARE FURNISHED AS -IS, WHERE -IS, WITH NO WARRANTY WHATSOEVER, THE 'WARRANTY SET FORTH IN THIS SECTION 5 AND THE WARRANTY SET FORTH IN SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER MTH RESPECT TO THE GOODS AND/OR SOFTWARE AND ARE IN LIEU OF AND EXCLUDE ALL OTHER %WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRA'7MNGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND10R MANUFACTURED BY SELLER FOR BUYER'S USE OR PURPOSE SELLER'S WARRANTY EXTENDS ONLY TO PURCHASERS WiO BUY FOR INDUSTRIAL OR COMMERCIAL USE. This warranty does not extend to any losses or damages due to misuse" accdent, abuse, neglect, normal wear and tear, negligence (other than Sellers). unauthorized modification or alteration, use beyond rated capaoty, unsuitable power sources or environmental condrttbns, improper installation. repair, handling, maintenance or application or any other cause reil the fault re Seller To the extent that Buyer or its agents have supplied specifications, irfomrrati-ort representation of operating conditions or other data to Seller in the selection or design of Me Goods arlreor Software and the preparation of Seller's quotation and/or scope of work, and in the event that actual operating Cora ditions or other conditions offer from those represented by Buyer, any warranties or other provisions contained herein that are affected by such conditions shall be null and void, Buyer assumes all other response/Ody for any loss, damage, or it/ury to persons or property an5ing out of connected with, or resulting from the use of Goods, Parts, anchor Software, either alone or in combination wilt other products/components 6 LIMITATION OF REMEDY AND LIABILITY THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED UNDER SECTION 8) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT, OR REFUND OF THE PURCHASE PRICE UNDER SECTION 5 SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY', OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND10R ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS, PARTS, AND/OR SOFTWARE PROVIDED BY' SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS SHALL NOT EXTEND TO INCLUDE INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES The term 'consequential damages" shall include, bul not be limited to, loss of anticipated profits, business interruption, loss of use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power and loss or damage to property or equipment. It is expressly understood that any technical advice fumshed by Seller with respect to the use of the Goods, Parts and/or Software is given without charge, and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Buyers nsk, 7 INSURANCE: Seller shalt maintain the fallowing insurance 01 self-insurance coverage: Workers Compensation in accordance with the statutory requirements of the state in which the work is performed. Employer's Liability with a limit of liability of S2,000,000 per occurrence for bodily injury by accident or bodily injury by disease Commercial General Liability (CGL) for bodily injury and property damage with a limit of 52,000,000 per occurrence and per location aggregate, Automobile Liability insurance that covers usage of all owned, non -owned and leased vehicles and which is subject to a combined single limit per occurrence of 52,000,000. Automobile Liability insurance includes Contractual Liability, but no special endorsements, Buyer expressly acknowledges and agrees that Seller has set its prices and entered into this Agreement in reliance upon the limitations of (lability, insurance coverage, and other terms and conditions specified herein, which allocate the nsk between Seller and Buyer and form a basis of 'his bargain between the parties, B. PATENTS AND COPYRIGHTS; Subject to the limitations of the second paragraph of Section 6 and any and all associated terms, conditions and documents incorporated by specific reference by Seller, Seller warrants that the Goods and/or Software sold, except as are made specifically for Buyer according to Buyers specifications, do not infringe any valid U.S. patent or copyright in existence as of the dale of shipment. This warranty is given upon the condition that Buyer promptly notify Seller of any claim or suit involving Buyer In which such infringement is alleged and cooperate fully with Seller and perrnit Seller to control completely the defense, settlement or compromise of any sucti allegation of infringemerll. Seller's warranty as to utlhry patents only applies to infringement arising solely out of Buyer's operation according to Sellers specifications and instructions of such Goods and/or Software, In the event (i) such Goods and/or Software are nekd to infringe such a U.S. patent o¢ cop suit, and the use of such Goods and/or Software is enjoined, or lie a compromise or made by Seller. Seller shall have the right, at its option and expense. to procure for Buyer the right to continue using such Goods and/or Software, or replace them with non -infringing Goods and Software, or modify same to become non•infhngrng, or grant Buyer a credit for the depreciated value of such' Goods and/or Software and accept return of them. In the event of the foregoing. Seller may also, at its option, cancel the agreement as to future deliveries of such Goods and/or Software, without liability. Except as otherwise provided herein, Seller or applicable third party licensor to Seiler maintains all right, title and interest in and to the intellectual property in Ine Goods, Parts, and/or Software, 9, EXCUSE OF PERFORMANCE: Seller shad not be table for delays in performance or for non performance due to acts of God; acts of Buyer, war: viral outbreaks, disease, pandemic, vtdespread sickness, or epidemic; fire; flood: weather, sabotage; strikes or fault disputes; civil disturbances or riots; governmental requests, restrictions, allocations, laws, taut unavailability of or delays in transportation: unavailability of or delays in #tl1e supply cif materials, components, parts or labor required for the design andior manufacture of Goods„ Software of the performance by Seller hereunder: default of suppliers; or unforeseen arcumstanc of Buyer, or any events or causes beyond Seller's reasonable control. Deliveries or other performance may be suspended for an appropriate period of lime or cancelel by Seller upon notice to Buyer in the event of any of the foregoing, but the balance of this Agreement shall otherwise remain unaffected as a result of the foregoing. If Seller determines that es ability to supply the total demand for the Goods, Parts. and/or Software, or to obtain material used directly or indirectly in the manufacture of the Goods, Parts, and/or Software, is hindered, limited or made impracticable due to causes set forth in this paragraph, Seller may delay or cancel performance, make equitable adjustments in Seller's price for the Goods, Pans, and/or Software, and/or allocate its available supply of Inc Goods„ Parts, Software, and/or such material (without obligation to acquire other supplies of any such Goods, Parts. Software, or material) among its purchasers on such basis as Seller determines to be equitable without liability for any failure of performance which may result therefrom, te, CANCELLATION: Buyer may cancel orders only upon reasonable advance 1RYYtiar? 2#t'}tiGe anti upon payment to Seller of Seller's cancellation charges which include, among oSTsor' thlsxgs, ai9 f,£1Si0 and expenses incurred, and to cover commitments made by Me Seller, and a rea5c nabCet pzcttit mereon. Seller's determination of such cancellation charges shall to conclusive tt.. CHANGES: Buyer may request changes or additions to the Goods. Parts, and/or Software consistent with Sellers specifications and crifena in the event siren changes or additions are accepted by Seller, Seder may revise the price, license fees, and dates of delivery anrl:or performance dates. Seller reserves the right to change designs and specifications for the Goods, Pans, and/or Software without prior notice to Buyer, except with respect to Goods, Parts, an/or Software being made to order for Buyer. Seller shall have no ob5igafien to install or make such change in any Goods, Parts_ andeer Software manufactured prior to the date of such change.. 12. NeICLEAR/MEDICAL, GOODS PARTS, AND SOFTWARE SOLD HEREUNDER ARE NOT FOR USE IN CONNECTION tAITH ANY NUCLEAR, MEDICAL, LIFeiSUPPORT AND RELATED APPLICATIONS. Buyer accepts Goods, Pans, and Software with the foregoing understarnding, agrees to cornmunicate the same an writing to any subsequent purchasers or users and to defend, indemnify are hold harmless Seller from any clans, losses, suits, judgments and damages, including incidental and consequential damages, arising from such use, whether the cause of action be based in tort. contract or otherwise, inducing allegations that the Sellers liability is based on negligence or strict reality 13. ASSIGNMENT: Buyer shall not assign its n;his or delegate its duties hereunder or any interest herein without the price written consent of Seller, and any such assignment, without Such consent. shall be void. le. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third party licensor to Seller shall retain all rights of owners and title in its respective Software, including without limitation all rights of ownership and title in its respective copies of such Software, Except as otherwise provided herein, Buyer is hereby granted a nonexclusive, non-lransterabfe royalty free license to use tee Software incorporated into Inc Goods solely for purposes of Buyer property utilizing such Goods purchased from Seller. All other Software shall be furnished to, and used by, Buyer only after execution of Seder's (or the licensors) applicable standard license agreement the terms of which are incorporated herein by reference, 15, TOOLING: Tool, die, ant pattern charges, if any, are in a clition to the price of the Goods and are due and payable upon completion of the looting. Alt such tools, dies and panems shall be and remain the property of Seller, Charges for tools, dies, and patterns do not convey to Buyer, title. ownership interest in, or rights to possession or removal, or prevent their use by Seller for other purchasers, except as otherwise expressly provided by Seller and Buyer in wnting with reference to this provision 16, DQCUMENTATIQN Seller shall provide Buyer with that nate/documentation which is specifically idenetee in Sellers quotation, If additional copies of dalaldocumerltation are to be provided by Seller, it shall be provided to Buyer at Sellers applicable prices then in effect. 17. INSPECTION/TESTiNQ: Buyer, at as option and expense, may observe the inspection and testing by Seller of the Goods and/or Software for compliance wan Seller's standard test procedures prior to shipment, which inspection and testing shall be conducted at Seders plant at such reasonable fifne as is specified by Seller. Any rejection of the Goods and/or Software must be made promptly by Buyer before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met when the Goods and/or Software meet Seller's criteria for such procedures If Buyer does not inspect the Goods and/or Software at Sellers plant as provided herein, Buyer Shall have ten (10) days horn (i) the date cf delivery of Goads, Parts, an/or Software and lit) from the date of completion of each portion of the services to inspect the Goods, Parts, and/or Software, and in the event of any non- conformity, Buyer must give written notice to Seller within said period stating why the Goods, Parts, and/or Software are not conforming. Failure by Buyer to give such notice constitutes unqualified acceptance of the Goods, Pans, and/or Software, Buyers sole remedy for honiconfoming services shall be correct performance of services incorrectly performed by Seller, 16, RETURNED GOODS Advance written perm:assor3lcl return Goods, Parts, and/or Software must be obtained from Seller in accordance with Seder's anon cusrrent Return Material Authorization (RMA) procedures and a return authorization number issued, Such Goods. Parts, and/or Software muss be (i) current, unused. catalogued Goods, Parts, and/or Software, still in original packaging (ii) free of all liens, encumbrances, or other claims, and (iii) shipped, transponahon prepaid, to Sellers specified location Returns made without proper written permission will not be accepted by Seller Seller reserves the right to inspect Goods, Parts, and/or Software prior to authorizing return, 19 BILLABLE SERVICES: Additional charges will be trilled to Buyer at Seller's then prevailing labor rates and Parts prices for any of the following, e) any services not specified in Seller's quotation, Sellers order acknowtedgemertl, Seller's scope of work, or other documents referenced herein and therein b) any services performed at limes other than Sellers normal service hours; c) it timely and reasonable site and/or equipment access is denied the Seller service representative; d) it it is necessary, due to local circumstances, to use union labor or hire an outside contractor, Seller service personnel will provide supervision only and the cost of such union or contract labor oill be charged to Buyer (e) if service or repair is necessary to return equipment to proper operating condition as a result of other than Seller (I) maintenance, repair, or modification (including, without limitation, changes in specifications or incorporation of attachments or other feanrres), (it) misuse or neglect, (Including, without limitation, failure to maintain facilities and equipment in a reasonable manner), (lit) failure to operate equipment. In accordance with applicable specifications, and (Tv) catastrophe, accident, or other causes external to equipment; (f) Setters performance is made more burdensome or costly as a result of Buyers failure to comply with its obligations herein, dr (g) any ad2bonal obligations or requirements, including but not limited to those related to insurance requirements. service delivery, building entry or technical training, 20 DRAWINGS, Seller's documentation, prints and drawings (including without limitation, the undcliying technology) furnished by Seller to Buyer in connection with this Agreement are the property of Seller and Seiler retains all rights, including without I€mitation, exclusive dents of use, licensing and sale. Possession of such pants or drawings does riot convey to Buyer any rights or license, and Buyer shall return ail copies fin whatever medium) of such prints or drawings to Seller immediately upon request therefor Notwithstanding the foregoing, Buyer may use the documentation, prints and drawings in connection with the use of the Goods, Parts, and/or Software. 21. BUYER SUPPLIED DATA To trio extent that Seller has been provided by, or' on behalf of, Buyer any specifications, description of operating conditions or other data and information in cdnnecion with Me selection or design of tree Goods Pans_ and/or Software, anceor the provision of services, and the actual operating conditions or other circumstances differ from those provided by Buyer and retied upon by Seller, any warranties or other provisions contained herein which are affected by such conditions shall be null and void. 22 EXPORTIIMPORT Buyer agrees that all applicable import and export control laws, regulations, orders aria requirements, including without limitation those of the United Slates and the European Union, and the juriseict:ons in which the Seller and Buyer are established or from which Goods, Parts, Software, and services may be supplied, will apply to their receipt and use. In no event shall Buyer use, transfer, release, import, export, Goods, Pans, or Software in violation of such applicable laws, regulations. orders or requirements. 23. NON -SOLICITATION: Buyer shall not solicit, directly or ineirealy, Or employ any employee of Seller during the period any Goods are being provided to Buyer and for a period of one (1) year after the last provision of Goods 24 GENERAL PROVISIONS. These terms and conditions supersede ail other cdrnmunicatcorts, negotiations and prior oral or written statements regarding the subject matter of this Agreement. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be uniting upon the Seller unless made in writing and signed on its behalf by a duly authorized representative of Seller. No conditions, usage of trade. course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement this Agreement shall be binding unless hereafter made in writing and signed by the party to be bound, and rm modification or additional terms shall be applicable to this Agreement by Sellers receipt, acknowledgment, or acceptance of purchase orders, shipping instruction tones. or other documentation containing ;erns at variance with or in addition to those set forth hareun..Any such modifications or additional terms are specifically rejected and deemed a material alteration hereof, If tell document shall be deemed an acceptance of a prior offer by Buyer, such acceptance r5 expressly c aneitfonat upon Buyers assent to any additional or different terns set forth herein Seller reserves the right to subcontract services to others. No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other nght or remedy, unless such waiver be expressed in writing and signed by the party to no bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject 10 conecuon. Ttte validity, performance, and all other matters relating to the interpretation and effect of this Agreement snail be governed by the law of time stale of Ohio without regard to its conflict of laws pnnclples. Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall be only in Ohio and the parties agree to submit to such jurisdiction No action, regardless of form, arising out of transactions relating to this contract, may be brought by either party more than two (21 years after the cause of action has accrued. The U.N, Convention on Contracts for the International Sales of Goods shall not apply to this agreement. 25. DATA COLLECTION. ANSI USE: By using the Goods, Parts and/or Software, Buyer grants Seller, its affiliates, subsidiaries, and service providers, a non-exdus:ve, irrevocable, royalty free, worldwide right and license to collect, compile, retain, use, reproduce. and create derivative works of, your non - personal information and data, which includes without limitation, all data, materials. reports, text, sound, video, image files, software or any other information ("Service Data') Oat rs provided by, or on behalf of, Buyer, or collected or compiled by Seller„ its affiliates, subsidiaries, or service providers through the Goods, Pans, and/or Software. Seller, its affiliates, subsidiaries, and service providers may collect, compile, retain, use, reproduce, and create derivative works of Service Dalai (i) to provide services. support, and maintenance, (ii) to develop antl improve products, software, and services: and (iii) for scientific and technical research and marketing purposes. Buyer is solely responsible for the Service Data, and Buyer will secure and maintain all rights necessary for Seller, its affiliates, subsidiaries, and service providers to process and use Service Data as described in this paragraph without vioating the rights of any third party or otherwise obligating Seller, its affiliates. subsidiaries, and service providers to Buyer or any third party. The Service Data will be aggregated with other information materials, or data collected or compiled by, or provided to, Serer, its affiliates, subsidiaries, or service providers and anonymized, such that we Service Data will not intentionally reveal Buyers identity. In accordance with applicable law, Service Data may be transferred. transmitted, or distributed to, stored, and processed in, dried computing environments in the United States or any other country in which Seller, its affiliates, substoianes, or service providers maintain operations. By using the Goods. Parts, and/or Software, Buyer agrees to such use, transfer, transmission, distribution, storage, and processing of the Service Data. Seller, its affiliates, subsidiaries, and service providers will retain Service Data for as long as is necessary for Setter and its affiliates and subsidiaries business purposes in accordance with applicable law, The rights and licenses granted herein to Sellers service providers shall only be granted to the extent service providers are providing goods and services on Seller's and its affiliates and subsidiaries behalf, 26. PRIVACY: Seller will collect and process personal data of those employed by or otherwise affiliated with Buyer in accordance with Sellers "Privacy Notice to Customers and Suppliers — Califomia" available here www,vertiv.cemtca-privacy (the "Notice"), which Notice the Buyer hereby acknowledges having received, read, and understood, In the event of any queries or concerns with its contents, Buyer must contact Seller al the contact details provided in the Notice prior to entering into this Agreement or the commencement of performance hereunder, in failure of which.. the terms of the Notice will be deemed accepted and consented to in their entirety. 27, ADDITIONAL SERVICE COMDITIONS:. The Buyer Snail furnish to Seller, et no cost, suitable working space, storage space, adequate heat, telephone, light, ventilation, regulated electric power and outlets for testing purposes, The facilities shall be within a reasonable distance from where the Goods are to be provided. Seller and its representatives shall have full and free access to the equipment in order to provide the necessary Goods, Buyer authorizes Seller to send a service technician or an authorized agent to access any site requested by Buyer to perform services, including services on different scopes of work and equipment as requested by Buyer, Buyer shall provide the means to shut-off and secure electric power to the equipment and provide safe working conditions, Seller is under no obligation to remove Of dispose of Parts or equipment unless specifically agreed upon in Sellers scope of work. Buyer shall immediately inform Seller, in writing, at the time of order placement and thereafter, of any unsafe or hazardous substance or condition at the site, including, cut y'tcrt 9trnited Eo, the presence of asbestos or asbestos -containing materials, and shall provide Setter with any applicable Material Data Safety Sheets regarding the same Any losses, costs, damages, claims and expenses incurred by Seller as a result of Buyer's failure to so advise Seller shall be biome by Buyer Setter, in its sole discretion and without cost or penalty, reserves the right to cancel its performance under this Agreement or any order immediately upon written notice to Buyer following Seller discovery of unsafe or hazardous site substance or condition or any other circumstance altering Seller's performance hereunder, Buyer shall appoint a representative familiar vdth the site and the nature of Seller's performance to be accessible at all times that Seller personnel are at the site, Seller shall not be liable for any expenses incurred by Buyer in removing, replacing or refurbishing any Buyer equipment or any part of Buyer's building structure that restricts Seller access. Buyer personnel shall cooperate with and provide all necessary assistance to Seller, Seller shall not be liable or responsible for any work performed Sy Buyer 28. INDEMNITY: Each party shall indemnify and hold the ether party hamtless from Ions, damage, liability or expense resulting from damage to personal property of a thed parry, dr tnju'ias, draeluding death, to third parties to the extent caused by a negligent act or omission of flee party providing indemniftcatibn on a Deny's subcontractors, agents or employees dunrrg performance of service hereunder. Such indemnification shall be reduced to the extent damage or injuries are iamb others and in no event shall the indemnifying party be obligated to indemnify or insure the other parry for the indemnitee`s own fault or negligence. The indemnifying party shall defend the other party in rdance with and to the extent of the above indemnification, provided that the indemnifying party i5' raptly notified by the other party, in writing, of any claims, demands or suits for such damages or le given all reasonable information and assistance by the other party: iii) given full control over any resulting negotiation, arbitration or litigation, including the right to choose counsel and settle claims; or the indemnifying party's obligations herein shall be deemed waived. COPYRIGHT 2022 Verily G!vup Corp. Ail nghts reserved Verfiv0 and the Verity rcgo are trademarks Cr' registered trademarks of Verily Group Corp An other names and logos referred to are trade names, trademarks or registered trademarks of their respective owners, While every precaution has been taken to ensure accuracy and completeness here, Vertry Group Corp assumes no responsibility, and disclaims ail liability. for damages re5uting from use of this information or for any errors or omissions, Specrtications, rebates and other promotional offers are subject to change of Vertiv's sole discretion upon notice. SL-7060v_REVE 5.22,