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Yakima Police Department
DDC Controls Support Agreement
May 1, 2017 through April 30, 2022
Prepared By:
Darin Fox — Service Sales Engineer
April 7, 2017
Introduction:
Yakima Police Department utilizes the Alerton building management system for mechanical
systems control and energy management. Facilities staff is responsible for critical equipment that
is sensitive to temperature and other environmental influences. The facility staff is experienced in
all areas of HVAC and temperature controls and does not require a high level of support from
vendors, but uses support plans to augment their current knowledge and protect their equipment
investment over the long term.
About ATS
ATS engineers and installs building automation systems to optimize control schemes for buildings'
mechanical and electrical systems. This allows owners to reduce their energy consumption and
maximize the effects of facilities management personnel. We keep your HVAC system and other
building technology systems running effectively, while working with you to meet your unique
needs. We strive to assist customers in meeting their business objectives through controlling
occupied comfort, energy efficiency and systems operations.
What do we do?
ATS can enhance your facility's environment to meet your specific needs. Our knowledge of leading
products and cutting-edge technologies will help create solutions that enhance the safety, energy
efficiency and sustainability of your facility. We provide safer, more comfortable and more efficient
building environments through innovative HVAC solutions, building technology solutions, energy
services, on-site service and training.
Why a support agreement?
Support agreements augment your staffs' current knowledge and protect your equipment
investment over the long term. The goals of this support agreement are to update and maintain
your system software and hardware to keep it up-to-date, support your facility staff with pre-
season inspections and maintenance, and to develop a regular maintenance relationship with you
to promote automated operation of controls and make sure you get the most from your buildings'
systems.
Support Agreement Goals:
The goals with this proposal are:
1. Upgrade and maintain system software and hardware to current revisions.
2. Support facility staff with pre -season inspections/maintenance.
3. Develop a regular maintenance relationship with Yakima Police Department to promote
automated operation of controls and maximum facility uptime.
1
ATS Customer Support Agreement
Following is a comprehensive list of the Support Services we can perform to maximize the value of
your investment in your Alerton Building Control System. Following the list of Support Services is a
detailed description of each service.
Building Automation Control System Services:
1. Alerton Technology Updates
• Alerton Software Updates
2. System Performance Services; On -Line/ On-site Services
• Troubleshooting and Diagnostics
• Building Control System Database Protection
• Preventative Maintenance & Equipment Functional Performance Testing
• Flex -Hours Support
• Annual Spare Parts Allowance
3. Customer Training
• On -Site Informal Operator Training/Software Consultation
• Formal Classroom Alerton Factory Certified Training
4. Emergency Response Services (Standard or Premium)
• On -Line Response (Direct Connect or via Telephone)
• On -Site Response
5. General Services; Included in All Support Agreements
• Account Management
• Documentation of All Services Provided
• Quality Assurance Program
• Discounted Material & Labor Rates
2
ATS Customer Support Agreement Features
1. Technology Updates
Alerton periodically releases software updates that provide added features, increase
communications and processing speed for your Alerton Control System. ATS will provide these
updates as they become available, always keeping your system software state-of-the-art. Please
note: This service includes updates to the Alerton Control System software only. No hardware,
operating system or other 3rd -party software updates or upgrades are included with this service.
® Included with this Support Agreement - As Released
❑ Not included with this Support Agreement
2. System Performance Services; On -Line/ On -Site Services
A. Online Services
Troubleshooting and Diagnostics Assistance. If your operators are in need of technical support
simply contact us during normal working hours. We will provide troubleshooting and diagnostics
assistance via telephone, modem and/or an internet connection. You simply need to supply the
necessary modem equipment to enable our local office to remotely log -on to your system via
regular voice grade dial up phone line or Internet (voice grade phone line and/or internet access to
be provided and maintained by the customer). We will sign -on to your system as a first step to your
request or inquiry. Our operations personnel will try to fix the problem or at a minimum scope the
problem down to a specific item or group of items. The operations group contacts you when the
sign -on is completed and conclusions have been reached. This service does not included after-
hours support. For afterhours support please see the Emergency Response Services section below.
® Included with this Support Agreement - Limited Services
❑ Not included with this Support Agreement
B. Onsite Services
Building Control System Database Protection
Alerton Workstation Database and Graphics backups safeguard your HVAC Control System's vital
databases of business information from unforeseen and costly catastrophic events (lightning strike,
electrical power surge, flood, physical damage, etc.). We will back-up your HVAC Control System
database, software and graphics a minimum of once per year, and provide safe storage of this
critical business information. Should a catastrophic event occur, we will respond onsite (or online
if such service is included in this Agreement) to reload the databases and system files from our
stored backup copy and to ensure proper operation and performance. Repair costs and the costs to
reload the databases and system file will be at the preferred material and labor rate stated below.
® Included with this Support Agreement - Once annually (minimum)
(1 Not included with this Support Agreement
3
Preventative Maintenance & Equipment Functional Performance Testing
Each PM visit shall begin with a review of the service log to prioritize items to be addressed. After
identifying and correcting high priority issues recorded in the service log, PM services will focus on
daily operating systems including; (these services will be provided as time permits within the
quarterly planned visit schedule)
1. Alarm management - reviewing alarm reports and correct alarm conditions as possible
or if alarm is mechanical in nature, note required corrective action in site logbook and
discuss a repair plan and timeline with maintenance staff.
2. Review of non-communicating or failed controllers - note required corrective action in
logbook and discuss a repair plan with maintenance staff.
3. Schedule validation - verify proper site / equipment schedules including holiday
schedules.
4. Review of overall operational conditions - identify and correct as possible, sensors out
of normal operating limits, equipment status vs. command discrepancies, economizer
and heating / cooling valve operation. Meet with maintenance staff to discuss a repair
plan if more follow up is required.
® Included with this Support Agreement - Four (4) PM visits annually
❑ Not included with this Support Agreement
Flex -Hours Support Services
Flex -hours support, as you need it, whether it is online support from our office, or for an on-site
visit from a service technician. Prepaying for these hours allows you to budget for emergency calls
or special projects, and spread the payments on your terms. We will provide an agreed upon
number hours of Flex -Hours Support per year.
® Included with this Support Agreement - Twenty (20) hours annually
❑ Not included with this Support Agreement
Spare Parts Allowance
ATS will provide $XXX per year of standard spare parts at your preferred price. Your Service
Account Manager will work with you to track your annual purchases and will periodically review
the status of your account with you. Note: This Spare Parts Allowance is for standard DDC control
parts, it does not include any computer hardware or software.
❑ Included with this Support Agreement
® Not included with this Support Agreement
4
3. Customer Training
Factory Certified Classroom Training- ATS offers Alerton online and classroom -format, factory
certified training courses. As a Support Agreement customer you will receive a discount on all
factory training. These training classes are conducted online and at the Alerton Corporate training
facility in Redmond, Washington. The discounted pricing for each class is listed below. Note these
prices are subject to change and do not include travel, lodging, meals or any incidental costs.
Course Type
Course Tuition
Online e -learning
Instructor -led courses
BT -e100 $440
BT -e230 $750
NT -e100 $440
BT -100 $1,550
BT -230 Lab
BT -400
Please note that prices are subject to change.
$1,550
$1,550
On -Site Training/Operator Coaching
Through our individual On -Site Training/Operator Coaching, we will introduce, review and
reinforce skills, leading to greater utilization of HVAC Control System applications implemented in
your facility. Annually, we will provide an agreed upon number of hours per year of coaching for
your facility staff, Monday through Friday 8:00 a.m. to 5:00 p.m. Our systems experts assist your
operators in identifying, verifying and resolving problems found in executing tasks. During the
training/coaching sessions, we can address logbook issues, assist your operators in becoming more
self-sufficient, and tailor HVAC Control System applications to the needs of your facility and to your
operators' specific job responsibilities.
['Included with this Support Agreement - XX (XXXX) hours per year
® Not included with this Support Agreement
5
4. Emergency Response Services
On-line Emergency Response
To quickly respond to emergency service requests and to reduce the costs and disruptions of
downtime we will use our Direct Connect technology and/or the telephone as our first action to a
request for emergency response. You simply need to supply the necessary modem equipment to
enable our local office to remotely log -on to your system via regular voice grade dial up phone line
or Internet (voice grade phone line and/or internet access to be provided and maintained by the
customer).
We will sign -on to your system as a first step to your request or inquiry. Our operations personnel
will try to fix the problem or at a minimum scope the problem down to a specific item or group of
items. The operations group contacts you when the sign -on is completed and conclusions have
been reached. Emergencies will be determined by your staff and ATS.
Priority Emergency On-line Response Time (Included with all Customer Support
Agreements) - - - within 2 business hours; Monday through Friday; 8:00 AM to 5:OOPM,
excluding holidays
Note: Our first action to a request for emergency response will be to attempt to resolve the situation on-line via
direct -connect modem. There may be a one (1) hour minimum charged for each on-line service. If on-line diagnosis
determines a site visit is required to complete troubleshooting and problem resolution procedures, we will be on-
site based on the level of Emergency Onsite Response selected (described below).
On-site Emergency Response
If during our On-line Emergency response we are unable to resolve the situation we will dispatch a
Service Engineer to your facility. Non -emergency calls, as determined by your staff and ATS will be
incorporated into the next scheduled service call.
Priority Emergency On-site Response Time (Included with all Customer Support
Agreements)
We will be on site by the end of the next business day; Monday through Friday; 8:00 AM to
5:OOPM, excluding holidays
hours, 21 hours/day, 7 days/week, including holidays (after the completion of the
telephone and dial up response).
Emergency Response Services listed above describe ATS' response time to an
emergency situation only. The use of on-line and/or on-site emergency service is not
included in the scope of this contract and will be billed at the applicable time & material
rates. The labor and material rates for 2016 are listed below. Prices are subject to change.
6
After -Hours Support: Emergencies can and usually happen when you least expect it and
many times on the weekends or after 5:00 PM. It is very important to ATS to provide
support in all emergency situations for all of our customers. We have available a 24-7
emergency answering service. You can utilize this service in an after-hours emergency
situation by calling (425) 251-9680. After receiving the call we will first attempt to solve
the issue on-line as described in the On-line Emergency Response section of this proposal.
If the problem persists we will discuss it with you and upon your approval dispatch a
service technician to your site.
As a Standard Emergency Response customer we do not guarantee the after-hours response
time in an emergency situation. Any/all after-hours labor will be billed as listed in the
General ATS Customer Support Agreement Features section of this proposal.
7
6. General ATS Customer Support Agreement Features
(Included with all service plans)
• Account Manager - The Account Manager will be responsible for your total service
satisfaction. Your Account Manager will provide the designated services, monitor
equipment performance, track equipment service history, and consult with you to meet
your objectives. Your Account Manager will also serve as your initial, single point of contact
for all ATS matters.
• Dedicated Service Team - Our Service Team knows Alerton systems. A Primary and a
Secondary ATS Service Technician will be assigned to your support agreement account. All
of our service technicians are factory trained on Alerton equipment, and are specialists in
maintaining and troubleshooting your system.
• Documentation - All service visits will be documented by a work order detailing the
service performed, materials used, and hours spent
• System and Service Log - ATS will provide you with a log for documentation of concerns,
system problems, and other related items requiring our attention. Each scheduled service
visit shall begin with a review of the log.
• Price Advantage- Discounted Labor and Material - As Support Agreement customer;
you will receive a discount off the normal labor and material prices. You will receive
approximately an 18% discount on labor and an additional 22% discount on material. For
any components listed in the Alerton Controls Price List your multiplier will be .45 times
List Price. Following are the prices for 2017. Please note that prices are subject to change.
Note: Any additional hours used beyond Service Agreement planned visits and/or
individual purchase orders, will be charged at the preferred rates listed below.
Labor Rates:
8
Standard
Time &
Material Rate
(M -F 8 AM to
5 PM)
excl. Holidays
Preferred
Time &
Material Rate
(M -F 8 AM to
5 PM)
excl.
Holidays
Standard
Overtime
Rate
(M -F 5 PM to
8 AM, Sat,
Sun &
Holidays)
Preferred
Overtime Rate
(M -F 5 PM to 8
AM, Sat, Sun &
Holidays)
Service Engineer
$ 145.00
$ 115.00
$ 195.00
$ 155.00
Account Manager
$ 145.00
$ 115.00
$ 195.00
$ 155.00
8
ATS Automation - Tentative Calendar of Services
Customer: Yakima Police Department
Checked
items are included as detailed
Database Protection
Preventative Maintenance Visits
Control System Analysis
Energy Monitoring and
Optimization
Central Equipment Performance
Testing
AHU Performance Testing
Chilled Water System Testing
Hot Water System Testing
Services:
in "Support Agreement Features"
2017-2022 Support Agreement
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
X
X
X
X
X
X
X
Other
X
Limited Troubleshooting and
Diagnostics Included
X
Account Management Included
X
Emergency Response Services Included
X
Material & Labor Discounts Included
Spare Parts Allowance
X
Additional Support Hours (20) hours annually
X
Technology Updates Included
9
Support Plan Pricing Summary:
We have included the following Custom Service Plan Features in this agreement as detailed in the
previous section:
Technology Updates
Database Protection
Troubleshooting & Diagnostics
Preventative Maintenance & Equipment Functional Performance Testing - 4 visits annually
Flex Hours Support - Twenty (20) hours annually
Priority Emergency Response
Parts and Labor Discounts
Pricing for these features is based on a 5 -year program, billed quarterly in advance.
Year 1: $ 10,578.00 plus WSST; beginning May 1, 2017
Year 2: $ 10,578.00 plus WSST
Year 3: $ 10,578.00 plus WSST
Year 4: $ 10,578.00 plus WSST
Year 5: $ 10,578.00 plus WSST
ATS believes that this proposal includes the best interests of Yakima Police Department and is
based on your input. Please feel free to contact me if you have any changes. If accepted, sign and
date below and return to ATS with purchase order information. The other copy is for your records.
The pricing stated in this proposal is valid for sixty (60) days. Prices stated do not include
applicable taxes.
We understand budget constraints are an ongoing concern; as such this agreement may be modified
or cancelled due to future financial constraints. Modification/Cancellation conditions are detailed in
the "Terms and Conditions" section 1.3 (attached).
Sincerely,
Darin Fox
Service Sales Engineer
Proposal Accepted
Signa #re, Date
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ATS Automation, Inc.
TERMS AND CONDITIONS
The following terms and conditions are attached to and form an integral part of ATS Automation, Inc.'s (referred to herein as "ATS") Customer Support
Agreement Proposal ("Proposal"). The portions of such Proposal relating to "Scope of Work" or any "Proposed Solution" (in either case, referred to herein as the
"Proposed Solution"), together with these terms and conditions, are collectively referred to as the "CSA Agreement".
Article 1: General
1.1 a) The CSA Agreement, when accepted in writing by the Customer and
approved by an authorized representative of ATS shall constitute the entire,
complete and exclusive agreement between the parties relating to a technical
support program ("Services") for the equipment and software identified in
the List of Equipment or the Service Coverage Report attached to the CSA
Agreement ("Equipment") and shall supersede and cancel all prior
agreements and understandings, written or oral, relating to the subject
matter of the CSA Agreement. The CSA Agreement and any rights or
obligations thereunder may not be assigned by either party without the
advance written consent of the other.
(b) The terms and conditions of this CSA Agreement shall not be modified or
rescinded except in writing, signed by a corporate officer of ATS. ATS's
performance under this CSA Agreement is expressly conditioned on
Customer's assenting to all of the terms of this CSA Agreement,
notwithstanding any different or additional terms contained in any writing at
any time submitted or to be submitted to ATS by Customer relating to this
subject matter.
c) The terms and conditions set forth herein shall supersede, govern and
control any conflicting terms of the Proposed Solution or the Proposal.
1.2 This CSA Agreement shall automatically renew for successive one (1) year
periods beginning on the anniversary date of the original term as set forth in
the Proposal, unless stated otherwise in the CSA Agreement
1.3 At any given time during the contract period, either party may terminate
this CSA Agreement by giving the other party at least thirty (30) days prior
written notice intent not to renew. This Agreement will then be terminated
(30) days after receipt of said intent. Any amendments to this CSA Agreement
will require written consent of both parties before implementation can occur.
1.4 This CSA Agreement shall be governed by and enforced in accordance
with the laws of the State of Washington.
1.5 Customer will at all times designate a contact person with authority to
make decisions for Customer regarding the Services. Customer will provide
ATS with information sufficient to contact such person in an emergency. If
such representative cannot be reached, any request for Service received from
a person located at Customer's premises will be deemed authorized by
Customer, and ATS will, in its discretion, act accordingly.
1.6 ATS will be permitted to control and/or operate all Equipment necessary
to perform the Services.
Article 2: Equipment Testing, Inspection and Maintenance
2.1 The Customer represents that all Equipment is in satisfactory working
condition. By the latter of the first thirty (30) days of this CSA Agreement or
the first scheduled inspection, ATS will have inspected all the Equipment
2.2 If the Proposed Solution provides for maintenance, any repairs and
replacements of Equipment are limited to restoring the proper working
condition of such Equipment. ATS will not be obligated to provide
replacement Equipment that represents significant capital improvement
compared to the original. Exchanged components become the property of
ATS.
Article 3: Charges, Fees and Invoices
3.1 Payments to be made under this CSA Agreement will provide for, and be
in consideration of, only Services specifically included under the Proposed
Solution. All other Services, including but not limited to the following, shall
be separately billed or surcharged on a time and materials basis: (a)
emergency Services performed at Customer's request, if inspection does not
reveal any deficiency covered by this CSA Agreement; (b) Services performed
other than during ATS's normal working hours; and (c) Service performed on
equipment not covered by this CSA Agreement
3.2 Invoices are due upon receipt or otherwise as may be set forth therein. If
any payment is not received when due, ATS may deem Customer to be in
breach hereof and may enforce any remedies available to it hereunder or at
law, including without limitation suspension or termination of Services and
acceleration of payments.
Article 4: Allocation of Risk
4.1 (a) Until one year from either the date hereof or the date the Equipment
is installed, whichever first occurs, all equipment manufactured
by ATS or bearing its nameplate will be free from defects in material and
workmanship arising from normal use and service. (b) Labor for all Services
under this CSA Agreement is warranted for 90 days after the work is
performed.
4.2 The limited warranties set forth in Section 4.1 will be void as to, and
shall not apply to, any Equipment (i) repaired, altered or improperly
installed by any person other than ATS or its authorized representative; (ii)
subjected to unreasonable or improper use or storage, used beyond rated
conditions, operated other than per ATS's or the manufacturer's
instructions, or otherwise subjected to improper maintenance, negligence
or accident; (iii) damaged because of any use of the Equipment after
Customer has, or should have, knowledge of any defect in the Equipment; or
(iv) not manufactured, fabricated and assembled by ATS or not bearing
ATS's nameplate.
4.3 ATS will indemnify Customer from and against losses, claims, expenses
and damages (including reasonable attorney's fees) for personal injury or
physical damage to property, but not loss of use of the property resulting
from such damage or from damage to any work performed hereunder. Such
indemnification shall be solely to the extent caused by or arising directly
from ATS's or its employees', consultants' or agents' negligent acts or
omissions or willful misconduct in connection with its performance of
Services hereunder. ATS's obligations under this indemnity provision shall
not extend to claims, losses, expenses and damages arising out of or in any
way attributable to the negligence of Customer or its agents, consultants or
employees other than ATS.
Article 5: Customer Responsibilities
5.1 Customer will operate and maintain all Equipment in accordance with
applicable manufacturer's specifications, including those set forth in the
manufacturer's operating manuals or instructions, as well as all
requirements of applicable law or of authorities having jurisdiction.
5.2 Customer will promptly notify ATS of any unusual operating conditions,
system malfunctions or building changes that may affect the Equipment or
any Services.
5.3 Customer will provide ATS with reasonable means of access to the
Equipment and shall make any necessary provisions to reach the Equipment
and peripheral devices. Customer will be solely responsible for any
removal, replacement or refinishing of the building structure or finishes that
may be required to gain access to such Equipment.
Article 6: Limitations of Maintenance or Service Obligations
6.1 ATS will not be responsible for the maintenance, repair or replacement
of, or Services necessitated by reason of: (a) non -maintainable, non -
replaceable, or obsolete parts of the Equipment, including but not limited to
ductwork, shell and tubes, heat exchangers, coils, unit cabinets, casings,
refractory material, electrical wiring, water and pneumatic piping,
structural supports, cooling tower fill, slats and basins, etc. unless otherwise
specifically stated herein; or (b) negligence, abuse, misuse, improper or
inadequate repairs or modifications, improper operation, lack of operator
maintenance or skill, failure to comply with manufacturer's operating and
environmental requirements, Acts of God, or other reasons beyond its
control. ATS assumes no responsibility for any service performed on any
Equipment other than by ATS or its agents.
6.2 ATS shall not be responsible for loss, delay, injury or damage that may
be caused by circumstances beyond its control, including but not restricted
to acts or omissions by Customer or its employees or agents, Acts of God,
war, civil commotion, acts of government, fire, theft, corrosion, flood, water
damage, lightning, freeze -ups, strikes, lockouts, differences with workmen,
riots, explosions, fuel, labor or materials.
6.3 ATS is not responsible for repairs, replacements or services to
Equipment due to corrosion, erosion, improper or inadequate water
treatment by others, electrolytic action, chemical action or other reasons
beyond its reasonable control.
6.4 ATS shall not be responsible for the removal or reinstallation of
replacement valves, dampers,,•waterflow and tamper switches required
from pipes and duct work including any venting or draining systems.
11