HomeMy WebLinkAboutEmerson Network Power - Proposal for Service Network Power
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Proposal for Service
Emerson Network Power 1 Liebert Services
June 28, 2016
Yakima County Resource Center
2403 S 18Th St
Union Gap, WA US, 98903
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June 28, 2016 Dear Brad,
Yakima County Resource Center Thank you for your interest in Emerson Network Power, Liebert Services. We are
Attn: Brad Coughenour pleased to submit the following proposal for your review and consideration.
2403 S 18Th St
Union Gap, WA US, 98903 As the rate of change and complexity in your data center increases, Emerson
Q02353184 Network Power is the dedicated partner that you need to help you achieve your
goals.
Phone: 509-575-6294 Please complete all required fields on the signature page and attach your Purchase
Email: Order to assist timely order processing. Should you have any questions regarding
Brad.Coughenour @YAKIMAWA.GOV the proposal, feel free to contact me directly.
Sincerely,
URSULA BARTLEY
3415 South 116th Street,
Suite 103
Tukwila, WA 98168
PHONE 949 - 457 -3645
FAX 949 - 457 -3885
EMAIL Ursula.Bartley @Emerson.com
Order Q02353184
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Liebert UPS / 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.
Solutions Services:
Standard M
Site #: 159152, Yakima aintenance Cnty Contracts Resou C
Tag # Description Model rce tr # Annual PM Qty. (Coverage Coverage Type Coverage Amount
D)
1723273 NX 40 -80 38SA060AOA00 1 ESSENTIAL $2,865.87
/222000E111:661 (5/31/2017) 017
1725195 SEALED BATTERY 38BP080XUX1 BDSG
1725192 SEALED BATTERY 38BP080XUX1 BCSG 1 NTIAL $831.46
(6/1 (5/31/2)
1 EENTIAL $831.46
(6/1 - (5/31/2017)
1725196 BDSI CONTRLR BDSI -NX 1 ESSENTIAL $671.58
(6/1/2016) - (5/31/2017)
1725198 NX BDC 75 FFC07C5NNG3S230 1 ESSENTIAL $822 32
(6/1/2016)-(5/31/2017) ates
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�otal� price not including ttaz USD�$6 322.6
any ax required usf be i c o m % c a e C o rder . - .
�� Payment 'Terms , ;,,,,,4 ' Net 30�Day � �
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N to w ork P OW�C t U $� � I r! � C a k r
POWER DISTRIBUTION SYSTEMS
ALL MODELS
SCOPE OF WORK
ESSENTIAL SERVICE (1)
• Guaranteed 4 -hour on -site emergency • Performed by Liebert factory trained
response, 7 days /week, 24 hours /day, Customer Engineers.
within 150 miles of a Liebert Services' • Includes 100% labor and travel coverage
Service city. 7 days /week, 24 hours /day, within the 48
• Includes 1- 800 - LIEBERT Customer contiguous states and Hawaii.
Response Center. • Includes 100% parts coverage (excluding
• Includes access to Liebert Customer branch circuit breakers)
Services Network On -Line Internet • Subject to all Terms & Conditions as
portal. noted in the Liebert Services Terms &
• Includes one Annual Preventive Conditions.
Maintenance visit scheduled by the
customer between 8am -5pm, Monday -
Friday (excluding national holidays).
SERVICE PERFORMED
Full Preventive Maintenance Service
Perform a complete visual inspection of the interior and exterior of equipment for any damaged or broken
components.
Verify equipment is properly grounded and that the phase, neutral and ground wiring is in accordance
with the Installation manual.
Check for proper clearance around the unit.
Clean interior of equipment for dirt and debris.
Inspect all circuit breaker(s), terminal blocks, and ground /neutral bus bar connections for tightness.
Inspect junction box terminals for tightness (if applicable).
Conduct a thermal scan of interior components, assemblies, and connectors for evidence of overheating
and /or burnt components.
Inspect all option assemblies, associated cabling /wiring, and connectors for tightness (if applicable).
Verify all installed options are operating properly (if applicable).
Verify continuity of all fuses (if applicable).
Measure voltage and current at each panelboard main input breaker (phases, neutral and ground).
Verify all monitoring options (if applicable) are displaying values within +/- 2% of those values measured.
Install or perform Engineering Field Change Notices (FCN) as necessary.
Notel: Preventive Maintenance usually requires a shutdown to ensure electrical connection
integrity.
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STATIONARY BATTERY SYSTEMS
VRLA (SEALED) BATTERY
SCOPE OF WORK
ESSENTIAL SERVICE (2)
• Guaranteed 4 -hour on -site emergency • Performed by Liebert factory trained
response, 7 days /week, 24 hours /day, Battery Specialist or Customer
within 150 miles of a Liebert Services' Engineers.
Service city. • Preventive Maintenance Service
• Includes 1- 800 - LIEBERT Customer scheduled by the customer between
Response Center. 8am -5pm, Monday- Friday (excluding
• Includes 100% corrective labor and national holidays).
travel coverage 7 days /week, 24 • For 3 -Phase UPS customers, includes
hours /day, within the 48 contiguous one Semi - Annual and one Annual PM.
states and Hawaii. Does not include • Single Jar Replacement Service for Lead
labor for full- string replacement. Acid Batteries: Includes freight, labor,
• Includes access to Liebert Services disposal and batteries. Subject to
Customer Services Network On -Line limitations as stated below.
Internet portal. • Subject to all Terms & Conditions as
• Includes battery recycling as required, noted in the Liebert Services Terms &
with documentation meeting EPA Conditions.
requirements.
SERVICE PERFORMED
**During the initial PM visit, an Annual Service PM must be performed **
Semi - Annual Service
Inspect the appearance and cleanliness of the battery and the battery room. Clean normal jar top dirt
accumulation (to be done only with battery off line).
Measure and record the total battery float voltage and charging current.
Measure and record the overall AC ripple voltage.
Measure and record the overall AC ripple current.
Visually inspect the jars and covers for cracks and leakage.
Visually inspect for evidence of corrosion.
Measure and record the ambient temperature.
Verify the integrity of the battery rack/cabinet.
Measure and record 100% of the jar temperatures.
Measure and record the float voltage of all jars.
Measure and record all internal ohmic readings.
Provide a detailed written report noting any deficiencies and corrective action needed, taken and /or
planned.
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Annual Service Includes the Above, Plus
Re- tighten all battery connections to the battery manufacturer's specifications, if required. Refer to the
manufacturer's literature to determine if re- tightening is required.
Measure and record all battery connection resistances in micro -ohms, when applicable.
Corrective Maintenance Performed as Required
Refurbish cell connections as deemed necessary by the detailed inspection report.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
The Customer is covered by an Essential or Preferred Contract.
The battery string is in overall good health as determined by Liebert Services; the battery string is not
beyond expected service years or has had excessive single jar replacements that would make the string
unstable.
Up to 10% of defective battery jars may be replaced within a 12 -month period as exclusively determined
by Liebert Services.
Contracts have no cash value for future years or full string battery replacements. Single jar replacement
is limited to batteries in the original string.
Subject to Liebert Services Single Jar Replacement and Lead Acid Batteries Guidelines
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UNINTERRUPTIBLE POWER SYSTEMS
ALL 3 -PHASE MODELS
SCOPE OF WORK
ESSENTIAL SERVICE (1)
• Includes 100% parts coverage (excluding • Includes one Annual Preventive Maintenance
batteries, air filters, and proactive full bank Service scheduled by the customer between
capacitor replacement.) 8am -5pm, Monday- Friday (excluding national
• Guaranteed 4 -hour on -site emergency response, holidays).
7 days /week, 24 hours /day, within 150 miles of a • Performed by Liebert factory trained Customer
Liebert Services' Service city. Engineers.
• Includes 1- 800 - LIEBERT Customer Response • Includes 100% labor and travel coverage 7
Center. days /week, 24 hours /day, within the 48
• Includes access to Liebert Customer Services contiguous states and Hawaii.
Network On -Line Internet portal. • Subject to all Terms & Conditions as noted in the
Liebert Services Terms & Conditions.
SERVICE PERFORMED
UPS Full Preventive Maintenance Service
Annual Service
1. Perform temperature check on all breakers, connections, and associated controls. Repair and /or report all
high temperature areas.
2. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses,
contacts, cables, and major components.
3. Check air filters for cleanliness. (if applicable)
4. Check module(s) completely for the following (if applicable):
5. Rectifier and inverter snubber boards for discoloration.
6. Check power capacitors for swelling or leaking oil. (if applicable)
7. DC capacitor vent caps that have extruded more than 1/8 ". (if applicable)
8. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
9. Measure and record harmonic trap filter currents. (if applicable)
10. Check the inverter and rectifier snubbers for burned or broken wires.
11. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
12. Check fuses on the DC capacitor deck for continuity (if applicable).
13. With customer approval, perform operational test of the system including unit transfer and battery
discharge.
14. Calibrate and record all electronics to system specifications.
15. Check or perform Engineering Field Change Notices (FCN) as necessary.
16. Measure and record all low- voltage power supply levels.
17. Record phase -to -phase input voltage and currents.
18. Review system performance with customer to address any questions and to schedule any repairs.
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Battery Inspection Service - Performed During the UPS Annual PM Service
1. Check integrity of battery cabinet (if applicable).
2. Visual inspection of the battery cabinet and /or room to include:
1. Check for NO -OX grease or oil on all connections (if applicable).
2. Check battery jars for proper liquid level (if flooded cells).
3. Check for corrosion on all the terminals and cables.
4. Examine the physical cleanliness of the battery room and jars.
3. Measure and record DC bus ripple voltage (if applicable).
4. Measure and record total battery float voltage.
Notel: Preventive Maintenance usually requires a shutdown to ensure electrical connection integrity.
Note2: Customer should check air filters monthly for cleanliness and replace as necessary.
Note3: Above maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load
Bus Sync or Maintenance Bypass Cabinets.
Note4: The Battery Inspection Service listed above is only a visual inspection and is not intended to
replace a full preventive maintenance program for the battery system.
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Order Number: Q02353184
Purchase Order must be assigned to: Payment remittance address:
Emerson Network Power, Liebert Services, Inc. Emerson Network Power, Liebert Services, Inc.
610 Executive Campus Dr PO Box 70474
Westerville OH 43082 Chicago, IL 60673
FID# 43- 1798453
PO should be e- mailed or faxed with signed proposal to:
Emerson Network Power, Liebert Services, c/o URSULA BARTLEY
Email: Ursula. Bartley @Emerson.com
Fax: 949 - 457 -3885
Please complete the following information (All fields are required):
Purchase Order Number: Purchase Order attached: ❑ Yes ❑ No
If PO NOT attached, please specify reason:
Invoice Delivery Method: ❑ Web Billing (Attach Instructions) KAail ❑ Other
❑ Accounts Payable Email @
Billing Contact Person: gs CO\.c:p ,.n7 Phone: (ScJ 5 ' - 93
Email: VtQbe -CCL ( @i kivk,u�.x..cjvl! Fax #: C SC'') c7l0 - C.0,5-45 Bill -To Company Name: U: S'-- C,c,,m v." Bill -To Address: 3 S . ) 8 -4 `' S' Su•C -yam
Federal Tax ID # Bill -To City, ST Zip: V O" Grc.. T WALS9O3
Tax Exempt: ❑ Yes (Attach tax exempt certificate) C No
A
Site Services /IT Contact Person: .-� ■.)-x.,.44-k....-4, Phone: C fir) S 75 • - 624)17/ ,
* * COVERAGE DETAILS * *
For equipment not currently under a Service Agreement or for equipment for which the warranty has expired in excess of thirty(30) 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 45 days from the
date of this Proposal unless otherwise noted. By acceptance of this Proposal, Buyer expressly manifests its assent to the Terms and Conditions of this Proposal,
and agrees that if any provision of Buyer's Order or other document or communication from Buyer is inconsistent with any provision of these Terms and
Conditions, regardless of the order or timing of the exchange of such document or communication, these Terms and Conditions shall prevail.
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 By: Accepted By:
U.rsi,Lla.13a✓tieiy 6/28/2016 ,
URSULA BARTLEY Date Buyer Sir . u..e Required Date
3e C CM t c y 1 mil, . r , •
Printed Name Title Phone ■
CITY CONTRACT NO:, (20/1 - ` 3
RESOLUTION NO: n/.0,-
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SERVICES TERMS AND CONDITIONS
Emerson Network Power Llebert Services, Inc. (IA/a L1ebert Global Services, Inc ) is herein referred to as the Seller and the customer or perm any of the forego., but the balance d this Agreement shall otherwise remain unaffected as a real of the foregoing II Sella determines that its
a entity purchasing.ervce CServicee) a. parts required fa Smites ('Parts") from Seller *referred to as the 'Buyer ' These Services Tars ability to supply the total demand for the Service. or Parts or to obtain materiel used directly or Indirectly In the manufacture of the Pars •
and Conditions, any once at a schedule, quotation. acknowledgment, Seler's scope of work. or invoice from Sella relevant to the provision of hindered, hated a made impracticable due to cases sot forth M the peced ng paragraph, Seller may delay pertwmance of Services or allocate
Services and IN documents incorporated by Speak reference herein or therein. constitute the compete and exclusive atalement of the terms of Is available supply d the Parts among es purchasers on such bash as Seler determines to be equitable without Isbldy la any failure d
Mrs agreement ragrmmenr) governing the sale d Services and Pans by Saler ro Buyer Any discrepancies between the terms of the above perlamance which may resat therefrom
referenced dacume. shah be resolved by Seler Seller's acceptance d Buyers purchase order Is expressly conditional on Buyers assent to all
d the terms of this Agreement, Inds dhg terns and conditions that are differed Iran or additional to the terms and cadeons of Buyers purchase 9 CANCFI I ATION Buyer may cancel orders only upon reasonable advance woken notice and upon payment to Seller d Sets, cancellation
order. Buyers acceptance of the Serene* and Parts war mended Buyers assent to Me terms of this Agreement Seller reserves the rghl in es charges which Include. among other things, ca costs o expenses incurred and to carman.. coven carman.. made by the seller, and • reasonable sets discretion discretion discretion to refuse refuse meet poll m,determination thereon Selledetermination a etch cancellation charges shall be conclusive
1 PRIDES Unless aherw.e see.. in vest! 9 by Seller, he puce gaol. or specified by Seller for the Services s remain In effect for Thirty 10 Q HANGF4 Buyer may request changes or additions to the Services In the event such changes or additions are saepted by Seller, Seller
(30) day. otter the date d Sellers quotation, Seller scope of work or ackna ledgment of Buyers order for the Services, whichever occurs first, may revhe Me price and perlamance dates. Seler reserve. the right to change designs and specifications for the Pars without prior ndke to
provided do unconditional euthwsatbn from Buyer for the performance of the Services is rec0aed and accept. by Seller within such lime Buyer, except wllh respect to Parts bang made-to-order for Buyer Seller Mall have no obligation to Install a make such change In any Parts
period If authorization is not received by Seller cote such thirty (30) day period, Seller shall have the rght to charge the puce for the Sauces malulactured prior to the date of such change
NI prices ere exclusive of taxes, which are to be borne by Buyer Unless otherwise specified by Seller, Parts will be furnished at Sellers then - - ,
prevailing prkes. 11 NUCLEAR/MEDICAL. SERVICES AND PARTS SOLD HEREUNDER ARE NOT FOR USE IN CONNECTION WITH ANY NUCLEAR,
MEDICAL LIFE-SUPPORT AND RELATED APPLICATIONS Buyer accepts Services and Parts with the foregoing understanding, agrees to
2 TAXES Any current a future In or governmental Charge for Increase In same) affecting Sellers coats of Services or costs of production, communicate the same In wing to any subsequent purchaser. or user sod to defend, indemnify and hold harmless Seller from any claims,
sale, delivery or shipment of Pads, or which Seller Is ahenvise required to pay or collect In connector with the provision of Services and Parts, lanes, suss, Judgments a. damages, including incidental and Cosequentlal damages, arising horn such use, whether t00 Cause of action be
shall be for Buyer's account and shag be added to the price or billed to Buyer separately, at Seller's election based In tot. contract a otneonse, including allegations that the Seller's liability • based on negligence a strict liabibly
3 TERMS OF PAYMENT Unless otherwise specified by Seller, terms of payment are net 30 days from date of Seller's Invoice Sella shall 12, ASSIGNMENT Buyer shall nor assign is rights or delegate Its duties hereunder or any Interest herein whorl the prior mitten corer d
have the right, among other remedies, ether to Iennlnale Ms Agreement a to suspend bather performance under this Agreement a5/or other seller, and any such assgneed or delegation, without such camel, shell be void
agreements with Buyer In the event Buyer lab to make any payment Mien due, which other agreements Buyer and Seler hereby amend
accordingly Buyer shall be liable for all expeses, Including attorneys' lams relating to hie collects. of past due amounts 11 any payment owed 13. INSPECTION Buyer shall have ten (10) der from Me date of completion d each
ys ppapn of the Services 00 es inspect the Services, and in My
when Serer • not geld en due, ft Vial bear btaasL at a rate to be determined by Sella, which Wall not exceed Me maximum rate perm by event of any nonconformity, Buyers must give hen notice to Seller within sad period .terry ir. why e Services are not cadantlrq? FNlure by
law, from the data on Mach A s due un0l e • pad Seller may preserve as Interests In payment by enlacing any applicable mecha00.. Buyer I0 give such notice casraaes unqualified acceptance of the Services
construction or similar hen rights Shedd Buyers financial responsibility become un0rnfactary to Selby, Cash payments or secaey sahefactoy
to Seler may be required by Seger for (Uwe palamance of Services or provision d Parts 11 such Cash payment or secunry is not provided, In ter. ELLABIF SERVICES: Atl0NOnal charges col be billed to Buyer al Selers Men prevailing labor rates la as of the folow rg a) any
addition to Sellers 00er 0ghts and remedies, Sella may tlscorllnue aedamance of Services and provision of Parts AN porcine00 pad by Se races not specified In Selers quotation, Seller's order acknowledgement. Seller's scope of work, or other documents referenced herein and
credit card shall be charged a 2 0% *age surcharge of the Invoice total, for Ion pad by Seller to accept crate cad transactions therein, b) any Services performed al lines other than 504 «Y normal service hours, c) if timely and reasonable mike anNa equipment access is
denied the Seler eervce repr00Matae, 0) if 11 is necessary, due to kcal circumstances, to use union labor or hire an otasde contractor. Seller
4 SHIPMENT AND DFUVERY' Whir, Seller we use all reasonable cannneroal efforts to maintain Me performance dates wkn.Medeed or Seruce personnel war provide supervision only and the cod of such man ce contract labor will be Charged to Buyer, (e) if Service or renew is
gulled by Seller, all performance dates are approximate and not guaranteed. Seller, at Is patron, shag not be bound to tender delivery of any necessary to return equipment to proper operating condition as a resat of other Ivan Seller (i) maintenance, repak, a modrfic0ion (including,
Parts for which Buyer has not provided Npping Instruction and nth« realred information 0 the provision of Services or ehpmenl of the Parts without lineation, charges n ,p00llcat000 or Incorporation of attachments or other features), (b) misuse or neglect, (Including, without limitation,
I0 postponed a delayed by Buyer for any reason, Buyer agrees to reirnbone Serer rkr am and all storage costs and other additional expenses failure to maintain facilities and equipment Ina reasonable manner), (log failure to operate equipment in accordance with applicable spscllicalon5,
resulting therefrom Unless ahervnse specified by seller, for saes of Parts In which the end destination of Me Pas re aide of the United and (Iv) catastrophe, accident, or other Causes external to equipment, (0 Sellers performance Is made more burdensome or costly as a resell of
Stales, risk a Ions and legal Hie ro the Pas Nall transfer to Boyer Immediately after the Pans have peas. beyond Ire Iemlalal Inds of Me Buyer's failure to comply wAh es obligations herein, or (g) any additional obligations or requirement, Including but no( limited to those related r.
United Stales For ell other shipments, risk of lass and legal Inle Nall pass from Seller to Buyer upon delivery to and recent by carrier al Seller's insurance
ping pant Nawthstanding the above, nsk of Ions and legal bee to Parts shall transfer to B requirements, service delivery, building entry a tecMga training sha
Buyer g) when delivered by me IMldepal
podding the Services, or (Ii) at Me lee Pans are paced In storage due to Buyers delay or postponement Any claims for snoda9m or damages 15. PSA106t1Q$ Sellers documerealon, prints, and drawings ( (including without kflalon, the underlying technology) fumlahed
suffered In transit are the responsibility of Buyer and Nall be nubmdt. by Buyer directly to the 0.00,0. Shortages or damages must be identified by Seller to Buyer In connection with this Agr0ment are the property of SeNen and Seller retains all nights, including without limitation. exclusive
and sgn. for at Melin a of delivery rights of use, licensing and sale Notwithstanding the foregoing, Buyer may use the Documents In cornectionwith the Services and Parts
5 LIMITED WARRANTY Subject to the limitations of Section 8, Seller warrant. that a sell perform the Services as described In this Agreement 18 EXPORT /IMPORT: Buyer agrees that all applicable argon and export control laws, re9datlos, orders and requirement., including withal
and will exercise all reasonable skill. care and due diligence in the performance d the Services and shall perform the Services In accordance with limitation these of the United Stator, and the I..ctios In which the Seller and Bluer are established or horn which Services and Parts may be
professional practice Seller warrants That all Services performed shat be Ines from faulty workmanship la a period of Miry (30) days from supplied, will apply to Mew receipt and use In no event shall Buyer use, Insfa, release. impo0, or export Pans N violation of such applicable
completion of Servcm To the extent assignable, Seller easins to Buyer any warranties Thal and made by manufacturers and suppliers of Parts lava. regulation, order or requkements
EXCEPT AS SPECIFIED ABOVE, PARTS FURNISHED HEREUNDER ARE FURNISHED AS -IS. WHERE -IS, WITH NO WARRANTY
WHATSOEVER THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER 17. NONSOLICITATION Buyer Nall not solicit, dredy or indirectly, or employ any employee of Seller damp the period as Services are
WITH RESPECT TO THE SERVICES AND PARTS AND ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR being provided to Buyer and /or a period s one (1) year after the last provnle of Services
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, 18. QENERAL PROVISIONS. These Services Tema and Conditions supersede all alter commurecaons, nieg.atons and pia oral or written
DRAWINGS OR OTHERWISE statements regarding the subject matter of these Services Terns a. Gordian. No change, maltreat. rescission, discharge, abandonment.
or waiver of these Servcm Terns and Cad0OS .hall be binding upon Me Saler unle.s made in wibng and signed on its behalf by a duty
This warranty does not extend to am losses or damages due to rrasue, accident, abuse, neat.L normal wear and tar, negligence (other r aahonzed repmenlabw of Sear. No conditions, usage of trade. comae of dealing or performance. understanding or agreement purport. to
Sellers). uneut.ixS modification or alteration, use Doyond rated capacity, unsuitable power 5900000 of environmental ...one. Improper modify, vary, explain, or supplement Oa Agreement Nall be binding unless hereafter made In wnti g and signed by he parry to be bound, and
InNtan.Oon, repro, handling, maintenance or application or any other cause not the fault of Semen To the extent that Buyer or Is agents have no nodllca0n or additional tams stall be app4Ceble to this Agreement by Sellers receipt, ecknowledgmerl, or acceptance of purchase orders,
toppled apearcatos, information, representation of operating conditions or other data to Seller Mal r used In 0) ire select. a the Services shipping Isiructlm forms, or other documentation calalrrg tams at variance with 01 in .000,0,0 to Mose sot forth herein Any such
and/or Pans and (h) the preparation of Sellers quotation and/or scope of work, sod In the event that actual operating condemns or other modifications or addaenal terms are ....ally rejected and deemed a material alteration hereof. If Ms document shall be deemed an
condims afar horn Mme repre.aded by Buyer, any warrantee a other provisions cont.. herein that are effected by such cadelos shall ce lance d a offer by Buyer, such ecce
ec p poor o y pace al expressly conditional upon Buyer's assent to any l a tame .a Iforth
be null end void herein Seller reserves the right to subcontract Services to other, No waiver by either parry MM any b00 respect to any Meech 0 0n a d,!. default or of any right
or remedy and no coursed dealing, shall be deemed to constitute a continuing waiver of any other beach a default) or of any other right or
Buyer assumas ale other re.posIbi*ly for any loss, damage, or MNr0 to pesos or property arising out of, connected wlh, or resulting from the randy, unless such waiver be expressed in writing and signed by the patty to be bound A/ typographical a Clerical errors made by Sella In
use of Services on Pars, either alone or In combisl)on MM other parts any quotation, ecb*Medgmr,d or publication ere subject to Correction
6. l IMITATION OF REMEDY AND I IARII ITY THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER The validly, perlarnance, and al other mattes relating to the Interpretation and effect of thb Agreement dal be governed by the law of the dale a Ohio
SHALL BE LIMITED TO, AT SELLER'S SOLE OPTION, EITHER CORRECT PERFORMANCE FOR THAT PORTION OF THE SERVICES withaui regard to as conflict a laws principles Buyer and Saga agree that the proper venue for a1 Baba ens ro in connection herewith she be only In
FOUND BY SELLER TO BE DEFECTIVE OR REFUND OF THE PRICE PAID FOR SERVICES. die cony a Franklin. stated Oho, and to parties agree to submd Io noon jl,Mdrdbn No actbn, regardless d bar', asap cut d...ctn. rdaag to
Oa c.nt,st, may be brought by ether party more than two (2) veer after Me mused acbm has accrued The UN Comr,dbn on Casten, for the
SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF BUYER SET FORTH Idemstwsl5aln dGcods shell not applyshas Agreement
IN THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION 19 ADDITIONAL SERVICE CONDITIONS The Buyer Nall furnish to Seller, a1 no cod, suitable working space, dotage apace, adequate hear,
(WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERVSE), SHALL telephone, I.ht, vented on, regulated decirs paver •M outlets for testing purposes The facile.0 stall be ■ihin a reasonable distance from
501-1-ER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC SERVICES OR where the Services are to be provided Seller and es representatives shall have lug and hoe access to Ire equpmere in order to provide the
PARTS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. necessary Services Buyer aWonR00 Seger to send a servceIecMloen or an authorized agent to access any ale requested by Buyer to perfmm
Services, Including services on different scopes of work and equipment as requested by Buyer Buyer shag page the mans to small end
BUYER AGREES THAT SELLER'S LIABILITY TO BUYER ARDOR ITS CUSTOMERS SHALL NOT EXTEND TO INCLUDE INCIDENTAL, secure electric power to the equpment and provide safe working conditions Seller n under no obligation to remove or dispose d Perk or
CONSEOUENTIAL OR PUNITIVE DAMAGES The lam'coswu0dal damages shall Include, but 00,4 00)50110000410,15010111400509* polls, equipment unless .peoIcdy agreed upon In Seller's .cope of work. Buyer dell inaned.dy Idorm SNIer, n wrong, a the gone of order
business interruption, Ions of se. revenue, reputation and data, costs Incurred. in0Mlfing without imitation, for captaL fuel, power and Ions or placement and thereafter, of any unsafe or hazard.. substance or Curdbon at the site Including, but not lifted to, the presence a asbestos or
damage to property or egspmat esbeatmsonlanng materials, and shall poude Seller mth any applicable Material Data Safety Sheets regarding the same. Any losses, casts,
derma., chime and expenses Incited by Salem as a result of Buyer's failure to so advise Saler shall be bas by Buyer. Seller, In Its sole
It • expressly understood that any technical advice furnished by Seller with raped to the use el the Pats and/or Services Is oven without discretion and without cost or penalty, reserves the rght to cancel he performance under this Agreement a any order immediately upon w0len
Naga, and Seger assumes no obligation o 0abkly for the advice gaen, or results obtained, el such advice being gaen and accepted a Buyers notice to Buyer follow. Se1er discovery of unsafe or hazard.* site substance or condition or any other circumstance .lenng Seler
s0 performance of Services Buyer shall appoint a representative familiar with the site and the nature of the Services to be performed by Seller to be
accessible at all times that Seller personnel are at the sae Seller shat not be liable for any expenses incurred by Buyer In removing, replacing a
7, INSURANCE' Seller shall maintain the following Insurance or wk-ISurance coverage Worker's Compensation In accordance with the refurbishing any Buyer equipment on any part o/ Buyer's bulking structure that restricts Seller access Buyer
statutory requirements d the dale In which the works performed Employer's Buyer
shell cmperste with end
p ) La . ili (C y with a Ind of injury d r op arty damage per occurrence tin for provide all necessary assistance to S ella Selle shah not be Nebla or r00 la any work performed by Buyer
bodily injury by accident a bodily injury by disease Commercial General Lability (CGL) for bodty INury antl property darnspe with a Ilene of
52,000,000 per occurrence and aggregate CGL Includes Contractual Uablley CGL does not bctude Products and 00.0)0 el. Operations 20 INDEMNITY. Each party shall indemnify aM hold the other party harness from Ions, damage, (hearty or expense resulerg from damage to
coverage, Much is self -tenured Automobile Lability Insurance that covers usage of all awned, non -awned and leased vehicles and Mach Is personal property of a third party, or Injures, inclodl. death, to third parties to the eded Caused by a negligent act a omission of the party
subject to a combined angle lime per occurrence of 52,000,000 Automobile Llabiley insurance Includes Contractual Liability, led no special
providing ntlemdl anon or a party's subcontracros, agents a employees during performance of services hereunder Such Indemmfcallon.hall
be medic. to the extent damage or lnjunes are attributable to others The ndemruMng parry shall defend the other parry In accordance 10(0 and
endorsements Additional Inlormelnon renal. to the Insurance coverage provided by Seller can be found
to the extent of the above indemnification, groveled that the Indemnifying party Is 0 prompt' notch. by the other party. In writing, d any clams,
at wsw marah.coMmOIOclbne090e, demands or suits for such damages or Injuries, 11) ell reasonable Information and assistance b the other party, 41 Icon full Control over an
) gown a Y ) g n
Buyer express) acknowledges
resulting 0000 w
9 b arbitration arbitration o litigation, , including the right right to choose calmed ice settle claims, a the indemnifying indemnifying mnYa ebbpatbs herein
y pea and agree. that senor has set rt. priced and enter. Into this Agreement in relance upon the shah be tlmn1. aleed
limitations of liability, insurance coverage, and other terns and conditions specified herein, which allocate the risk between Seller and
Buyer and forma Wasp/ Mrs bargain between the panes.
B EXCUS OF PERFORMANCE: Sena dial not be bable for delays In performance or for non-performance due to acts of God, war, epdemc,
Ise, 0aad: weather, sabotage, strikes or labor disputes, civil disturbances or riots; governmental requests, rest..as, allocation, laws,
regulation, atter. or action, unavailability of a delays in banspo0iabe, default of apples, a unforeseen circumstances, acts or omissions of
Buyer, rcluding, .hod bmitatb0,, tome specified in Section 19, a any events or causes beyond Sellers reasonable caera Performance of
Sauces and deliveries of Parts may be .uapended la an appropriate penad of time or tercel. by Serer upon notice to Buyer In the event of
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Services Terms and Conditions — Rev 2013