HomeMy WebLinkAboutVertiv Services, Inc. - 911 Uninteruptable Power Supply ServiceProposal for Service
Vertiv Services, Inc.
Aug 7, 2017
Yakima County Resource Center
2403 S 18Th St
Union Gap, WA, 98903
Aug 7, 2017
Yakima Cnty Resource Ctr
2403 S 18Th St
Union Gap, WA, 98903
Q02689000
Brad Coughenour
Phone: 509-575-6294
Email: brad.coughenour@yakimawa.bov
Dear Brad,
Thank you for your interest in Vertiv Services, Inc. We are pleased to submit the
following proposal for your review and consideration.
As the rate of change and complexity in your data center increases, Vertiv is the
dedicated partner that you need to help you achieve your goals.
Please complete all required fields on the signature page and attach your
Purchase Order to assist timely order processing. Should you have any questions
regarding the proposal, feel free to contact me directly at 949-457-3645. I look
forward to your response and the opportunity to work together to improve your
data center investment.
Sincerely,
YING VANG
35 Parker
Irvine, CA 92618
PHONE 949-457-3645
FAX 949-457-3885
EMAIL Yinq.Vanq(a�vertivco.com
Order Q02689000
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
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.
• 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.
Solutions Services:
• A long-term service plan that includes preventive maintenance, monitoring and assessments results in optimization
of the entire infrastructure.
Standard Maintenance Contracts :
Site #: 159152, Yakima Cnty Resource Ctr
Tag # Description Model # Annual PM Qty. Coverage Type Coverage Amount
(Coverage Dates)
1723273 NX 40-80 38SA060A0A00 1
1725192 SEALED BATTERY 38BP080XUX1 BCSG 1
1725195 SEALED BATTERY 38BP080XUX1 BDSG 1
1725196 BDSI CONTRLR BDSI-NX 1
1725198 NX BDC 75 FFC07C5NNG3S230 1
Price Lock Multi -Year Service Agreement Option:
ESSENTIAL
(8/7/2017) - (8/6/2018)
ESSENTIAL
(8/7/2017) - (8/6/2018)
ESSENTIAL
(8/7/2017) - (8/6/2018)
ESSENTIAL
(8/7/2017) - (8/6/2018)
ESSENTIAL
(8/7/2017) - (8/6/2018)
$3,009.16
$978.03
$978.03
$705.16
$968.44
otal price r;o including tax Uth 6;638,8
any tax required must be included cuVgeerpurchase order
Pa en+`Te.,�f4
thy. N3�ys�
LOCK your preventive maintenance service price for up to three years by selecting this multi-year option.
Follow these easy steps:
1. To select this multi-year option, please multiply the total dollar amount times the number of years for your total PO
dollar amount. 4,0
2. Indicate the desired number of years.(1 — 3 Years).
3. Sign and date the document and return it withyourPO. )
Each' Service, year will be invoiced:annually.
Yakima County Resource Center VSI Agmt 2017-09-06 In - v2017
SCOPE F WORK
POWER DISTRIBUTION SYSTEMS
ALL MODELS
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Response:Time
Customer Support
Labor & Travel
Service Professional
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Guaranteed 4-hour"on-site emergency response 7 days/week, 24"hours/day,' within 150 miiles;of',
a Vertiv Services' Service City.
Includes access to the Customer Resolution Center (1-800-543-2378) 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 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Performed by Vertiv factory trained and authorized _technician. Vertiv Services
service provider for Liebert products.
is.the OEM
SERVICE PERFORMED
Full Preventive Maintenance Service
1. Perform a complete visual inspection of the interior and exterior of equipment for any damaged or broken components.
2. Verify equipment is properly grounded and that the phase, neutral and ground wiring is in accordance with the Installation
manual.
3. Check for proper clearance around the unit.
4. Clean interior of equipment for dirt and debris.
5. Inspect all circuit breaker(s), terminal blocks, and ground/neutral bus bar connections for tightness.
6. Inspect junction box terminals for tightness (if applicable).
7. Conduct a thermal scan of interior components, assemblies, and connectors for evidence of overheating and/or burnt
components.
8. Inspect all option assemblies, associated cabling/wiring, and connectors for tightness (if applicable).
9. Verify all installed options are operating properly (if applicable).
10. Verify continuity of all fuses (if applicable).
11. Measure voltage and current at each panelboard main input breaker (phases, neutral and ground).
12. Verify all monitoring options (if applicable) are displaying values within preset parameters.
13. Check or perform Engineering Field Change Notices (FCN) as necessary.
14. Configuration of the LDM/LDMF (For Newly installed branch circuit breakers).
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
1. Verify firmware and update as required.
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 breaker.
4. Demonstrate use of software tools. (if applicable)
5. (Excludes interoperability with SiteScan and Building Management Systems)
6. Save the configuration file to a laptop as a backup for customer. (If applicable)
ASSUMPTIONS AND CLARIFICATIONS
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 contact(s), specific for the scope of 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 Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• 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 personnel 24 -
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
SCOPE OF WORK
STATIONARY BATTERY SYSTEMS
VRLA (SEALED) BATTERY
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
Feature
On -Site Service
Response Tirne.
Customer Support
Internal Battery Coverage
Labor & Travel
Service Professional
Battery Recycling
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Guaranteed:4=houron=site emergency response; 7" days/week, 24'.hours/day;'within`:150 miles o
a Vertiv Services:' Service City.
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Includes, parts, labor, disposal and battery -jars as.required up.to;10%,ofthebattery„jarsper, "
year,. not. accumulated over contract terrri"(limits may apply; see Assumptions -and" (larifications, .
as applicable, formore details). ; „,
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Performed by Vertiv factory trained and authorized technician,,Vertiv Services;isthe OE
service provider forLiebert products..
Includes battery recycling as required, with documentation meeting EPA requirements.
SERVICE PERFORMED
**During the initial PM visit, an Annual Service PM must be performed. **
PM Service
1. 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).
2. Measure and record the total battery float voltage and charging current.
3. Measure and record the overall AC ripple voltage.
4. Measure and record the overall AC ripple current.
5. Visually inspect the jars and covers for cracks and leakage.
6. Visually inspect for evidence of corrosion.
7. Measure and record the ambient temperature.
8. Verify the integrity of the battery rack/cabinet.
9. Measure and record 100% of the jar temperatures.
10. Measure and record the float voltage of all cells.
11. Measure and record all internal ohmic readings.
12. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned.
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
13. Verify approval for Battery Life program.
14. 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.
15. Measure and record all battery connection resistances in micro-ohms, when applicable.
Corrective Maintenance Performed as Required
1. Refurbish cell connections as deemed necessary by the detailed inspection report.
Conditions for Single Jar Replacement Service for Lead Acid Batteries
1. The Customer is covered by an Essential or Preferred Contract.
2. The battery string is in overall good health as determined by Vertiv Services; the battery string is not beyond expected
service years or has had excessive single jar replacements that would make the string unstable.
3. Up to 10% of defective battery jars may be replaced within a 12 -month period as exclusively determined by Vertiv
Services.
4. Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to
batteries in the original string.
ASSUMPTIONS AND CLARIFICATIONS
Does not include battery or full -string replacement labor or parts coverage.
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 contact(s), specific for the scope of 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 Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• 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 personnel 24 -
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as noted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
SCOPE OF WORK
UNINTERRUPTIBLE POWER SYSTEMS
ALL 3-PHASE MODELS
ESSENTIAL SERVICE - 1 PM
SERVICE SUMMARY
On -Site Service
Customer Support
Parts ��
Labor & Travel
•ServicecProfessional`,
etail)
Includes 1 Preventive Maintenance Service, scheduled by the customer between 8am-5pm,
Monday -Friday (excluding national holidays).
Guaranteed:4houronsite emergency response,:.7 days/week,. 24, hours/day;`.within 150 miles'of
a'Vertiv,5ervices' Service City.
Includes access to the Customer Resolution Center (1-800-543-2378) and the Vertiv Customer
Services Network Online Internet portal.
Includes parts coverage, (limits may apply; see Assumptions'arid Clarifications;. as'applicable,for;
more details). •
Includes 100% labor and travel coverage 7 days/week, 24 hours/day, within the 48 contiguous
states and Hawaii.
Performed by.Vertiv.factory..trained,and authorized technician Vertiv Services is.the 01
'service provider ,for Liebert products.
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 rectifier and inverter snubber boards for discoloration.
5. Record all voltage and current meter readings on the module control cabinet or the system control cabinet.
6. Check for DC capacitor vent caps that have extruded more than 1/8" (if applicable). fff
7. Measure and record harmonic trap filter currents (if applicable).
8. Check the inverter and rectifier snubbers for burned or broken wires.
9. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration.
10. Check fuses on the DC capacitor deck for continuity (if applicable).
11. With customer approval, perform operational test of the system, including unit transfer and battery discharge.
12. Calibrate and record all electronics to system specifications.
13. Check or perform Engineering Field Change Notices (FCN) as necessary.
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
14. Measure and record all low -voltage power supply levels.
15. Record phase -to -phase input voltage and currents.
16. 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. Visual inspection of the battery cabinet and/or room to include:
• Check for NO -OX grease or oil on all connections (if applicable).
• Check battery jars for proper liquid level (if flooded cells).
• Check for corrosion on all the terminals and cables.
• 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.
ASSUMPTIONS AND CLARIFICATIONS
Parts coverage excludes air filters, proactive full bank capacitor replacement and fan replacement.
Customer should check air filters monthly for cleanliness and replace as necessary.
Maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass
Cabinets.
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.
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 contact(s), specific for the scope of 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 Vertiv Services Customer Resolution Center at 1-800-543-2378.
• Site Access: Prior to time of scheduled work, provide site access including any customer required escort, security
clearance, safety training and badging for Vertiv service personnel.
• 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 personnel 24 -
hours prior to scheduled event.
TERMS AND CONDITIONS
Subject to all Terms & Conditions as rioted in the Vertiv Services Terms & Conditions or the terms of a Master Agreement
between the parties, if any, shall apply.
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
Order Number: Q02689000
Purchase Order must be assigned to:
Vertiv Services, Inc.
610 Executive Campus Dr
Westerville OH 43082
FID# 43-1798453
PO should be e-mailed or faxed with signed proposal to:
Vertiv Services, Inc. c/o YING VANG
Attn: YING VANG
Email: Ying.Vang@vertivco.com
Fax: 949-457-3885
Payment remittance address:
Vertiv Services, Inc.
PO Box 70474
Chicago, IL 60673
Please complete the following information (All fields are required):
Purchase Order Number: N/A Purchase Order attached:
If PO NOT attached, please specify reason:
Use of "P" Card to complete payment
❑ Yes ❑ No
Invoice Delivery Method: ❑ Web Billing (Attach Instructions) 0 Mail 0 Other
0 Accounts Payable Email
Billing Contact Person: Becky Rasmusson
Email:
suncomm@YAKIMAWA.GOV
Bill -To Company Name: Suncomm
suncomm @ YAKIMAWA.GOV
Phone:
Fax #:
509-575-3536
509-576-6555
Bill -To Address: 2430 S. 18th St; Suite #400
Federal Tax ID # N/A Bill -To City, ST Zip: Union Gap, WA 98908
Tax Exempt: 0 Yes (Attach tax exempt certificate) ❑ No
Site Services/IT Contact Person: John Carney Phone: 509-249-6804
* * 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
cat. 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. INFORMATION TO BUYER: This order between the Buyer and Seller is limited to Seller's 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 By: YLv-Vavto- 8/07/17 Accepted By:
Accepted Law Dept.
Lori Digitally signed by: Lori Nugen
DN: CN= Lon Nugen C=USO=
ttVertiv OU = Law Department
Nugen ',,Dpte: 2017.09.0812:53.34-04'00'
Lori Nugen, Sr. Contracts Administrator
6t(gipi 1,7
i1j':tureequired Date
C li4f rrrooI IJ )4-y nueNcr S cf-em-%090
Phone
Printed Name Title
CITY CONTRACT NO: 20" 2 — 5 y
RESOLUTION NO:
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
SERVICES TERMS AND CONDITIONS
Vertiv Services, Inc. is herein referred to as the "Seller' and the customer or person
or entity purchasing services ("Services") and parts required for Services ("Parts")
from Seller is referred to as the "Buyer." These Services Terms and Conditions,
any price list or schedule, quotation, acknowledgment, Seller's scope of work, or
invoice from Seller relevant to the provision of Services and all documents
incorporated by specific reference herein or therein, constitute the complete and
exclusive statement of the terms of this agreement ("Agreement") governing the
sale of Services and Parts by Seller to Buyer. Any discrepancies between the
terms of the above referenced documents shall be resolved by Seller. Seller's
acceptance of Buyer's purchase order is expressly conditional on Buyer's assent to
all of the terms of this Agreement, including terms and conditions that are different
from or additional to the terms and conditions of Buyer's purchase order. Buyer's
acceptance of the Services and Parts will manifest Buyer's assent to the terms of
this Agreement. Seller reserves the right in its sole discretion to refuse orders.
1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or
specified by Seller for the Services shall remain in effect for thirty (30) days after
the date of Seller's quotation, Seller's scope of work or acknowledgment of Buyer's
order for the Services, whichever occurs first, provided an unconditional
authorization from Buyer for the performance of the Services is received and
accepted by Seller within such time period. If authorization is not received by
Seller within such thirty (30) day period, Seller shall have the right to change the
price for the Services. All prices are exclusive of taxes, which are to be borne by
Buyer. Unless otherwise specified by Seller, Parts will be furnished at Seller's then
prevailing prices.
2. TAXES: Any current or future tax or governmental charge (or increase in same)
affecting Seller's costs of Services or costs of production, sale, delivery or
shipment of Parts, or which Seller is otherwise required to pay or collect in
connection with the provision of Services and Parts, 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 Seller, terms of
payment are net 30 days from date of Seller's invoice. Seller shall have the right,
among other remedies, either to terminate this Agreement or to suspend further
performance under this Agreement 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 accordingly. Buyer shall be 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, at a rate to be
determined by Seller, which shall not exceed the maximum rate permitted by law,
from the date on which it is due until it is paid. Seller may preserve its interests in
payment by enforcing any applicable mechanic's, construction or similar lien rights.
Should Buyer's financial responsibility become unsatisfactory to Seller, cash
payments or security satisfactory to Seller may be required by Seller for future
performance of Services or provision of Parts. If such cash payment or security is
not provided, in addition to Seller's other rights and remedies, Seller may
discontinue performance of Services and provision of Parts. All purchases paid by
credit card shall be charged a 2.0% usage surcharge of the invoice total, for fees
paid by Seller to accept credit card transactions.
4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial
efforts to maintain the performance dates acknowledged or quoted by Seller, all
performance dates are approximate and not guaranteed. Seller, at its option, shall
not be bound to tender delivery of any Parts for which Buyer has not provided
shipping instructions and other required information. If the provision of Services or
shipment of the Parts 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. Unless otherwise specified by Seller, for sales of
Parts in which the end destination of the Parts is outside of the United States, risk
of loss and legal title to the Parts shall transfer to Buyer immediately after the Parts
have passed beyond the territorial limits of the United States. For all other
shipments, risk of loss and legal title shall pass from Seller to Buyer upon delivery
to and receipt by carrier at Seller's shipping point. Notwithstanding the above,
risk of loss and legal title to Parts shalt transfer to Buyer (i) when delivered by the
individual providing the Services, or (ii) at the time Parts are placed in storage due
to Buyer's delay or postponement. Any claims for shortages or damages suffered
in transit are the responsibility of Buyer and shall be submitted by Buyer directly to
the carrier. Shortages or damages must be identified and signed for at the time of
delivery.
5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller warrants
that it will perform the Services as described in this Agreement and will exercise all
reasonable skill, care and due diligence in the performance of the Services and
shall perform the Services in accordance with professional practice. Seller warrants
that all Services performed shall be free from faulty workmanship for a period of
thirty (30) days from completion of Services. To the extent assignable, Seller
assigns to Buyer any warranties that are made by manufacturers and suppliers of
Parts. 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 WITH RESPECT TO THE
SERVICES AND PARTS 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,
DRAWINGS OR OTHERWISE.
This warranty does not extend to any losses or damages due to misuse, accident,
abuse, neglect, normal wear and tear, negligence (other than Seller's),
unauthorized modification or alteration, use beyond rated capacity, unsuitable
power sources or environmental conditions, improper installation, repair, handling,
maintenance or application or any other cause not the fault of Seller. To the extent
that Buyer or its agents have supplied specifications, information, representation of
operating conditions or other data to Seller that is used in (i) the selection of the
Services and/or Parts and (ii) the preparation of Seller's quotation and/or scope of
work, and in the event that actual operating conditions or other conditions differ
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 responsibility for any loss, damage, or injury to persons or
property arising out of, connected with, or resulting from the use of Services or
Parts, either alone or in combination with other parts.
6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE
LIMITED TO, AT SELLER'S SOLE OPTION, EITHER CORRECT
PERFORMANCE FOR THAT PORTION OF THE SERVICES FOUND BY
SELLER TO BE DEFECTIVE OR REFUND OF THE PRICE PAID FOR
SERVICES.
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 AND/OR ITS
Yakima County Resource Center VSI Agmt 2017-09-06 In — v2017
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC
SERVICES OR PARTS 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, but 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 furnished by Seller with respect
to the use of the Parts and/or Services 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 Buyer's risk.
7. INSURANCE: Seller shall maintain the following insurance or self-insurance
coverage: Worker's 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 $2,000,000 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 $2,000,000 per occurrence and 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 $2,000,000.
Automobile Liability insurance includes Contractual Liability, but no special
endorsements. Provisions regarding waiver of subrogation, additional insured
status, or the primary nature of Seller's insurance shall be limited to the extent of
Seller's negligent acts or omissions. Under no circumstance shall Buyer have
access to view or copy Seller's insurance policy. In addition, prior to this Contract
is fully executed by the parties, Seller shall provide the City with a certificate of
insurance as proof of commercial liability insurance. The certificate shall clearly
state who the provider is, the coverage amount, the policy number, and when the
policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The policy shall name the City, its elected officials,
officers, agents, employees, and volunteers as additional insureds, and shall
contain a clause that the insured will not cancel or change the insurance without
first giving the City thirty (30) calendar days prior written notice. The insurance
shall be with an insurance company or companies rated A -VII or higher in Best's
Guide and admitted in the State of Washington.
8. This Agreement and all public records associated with this Agreement shall be
available from the Buyer for inspection and copying by the public where required by
the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public
records then in the custody of the Seller are needed for the Agency to respond to a
request under the Act, as determined by the Buyer, the Seller agrees to make them
promptly available to the Buyer. If the Seller considers any portion of any record
provided to the Buyer under this Agreement, whether in electronic or hard copy
form, to be protected from disclosure under law, the Seller shall clearly identify any
specific information that it claims to be confidential or proprietary. If the Buyer
receives a request under the Act to inspect or copy the information so identified by
the Seller and the Buyer determines that release of the information is required by
the Act or otherwise appropriate, the Buyer's sole obligations shall be to notify the
Seller (a) of the request and (b) of the date that such information will be released to
the requester unless the Seller obtains a court order to enjoin that disclosure
pursuant to RCW 42.56.540. If the Seller fails to timely obtain a court order
enjoining disclosure, the Buyer will release the requested information on the date
specified.
The Buyer has, and by this section assumes, no obligation on behalf of the Seller to
claim any exemption from disclosure under the Act. The Buyer shall not be liable to
the Seller for releasing records not clearly identified by the Seller as confidential or
proprietary. The Buyer shall not be liable to the Seller for any records that the
Buyer releases in compliance with this section or in compliance with an order of a
court of competent jurisdiction.
Buyer expressly acknowledges and agrees that Seller has set its prices and
entered into this Agreement in reliance upon the limitations of liability,
insurance coverage, and other terms and conditions specified herein, which
allocate the risk between Seller and Buyer and form a basis of this bargain
between the parties.
9. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in
performance or for non-performance due to acts of God; war; epidemic; fire; flood;
weather; sabotage; strikes or labor disputes; civil disturbances or riots;
governmental requests, restrictions, allocations, laws, regulations, orders or
actions; unavailability of or delays in transportation; default of suppliers; or
unforeseen circumstances; acts or omissions of Buyer, including, without limitation,
those specified in Section 19; or any events or causes beyond Seller's reasonable
control. Performance of Services and deliveries of Parts may be suspended for an
appropriate period of time or canceled 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 its ability to supply
the total demand for the Services or Parts or to obtain material used directly or
indirectly in the manufacture of the Parts is hindered, limited or made impracticable
due to causes set forth in the preceding paragraph, Seiler may delay performance
of Services or allocate its available supply of the Parts among its purchasers on
such basis as Seller determines to be equitable without liability for any failure of
performance which may result therefrom.
10. CANCELLATION: Buyer may cancel orders only upon reasonable advance
written notice and upon payment to Seller of Seller's cancellation charges which
include, among other things, all costs and expenses incurred and to cover
commitments made by the Seller, and a reasonable profit thereon. Seller's
determination of such cancellation charges shall be conclusive.
11. CHANGES: Buyer may request changes or additions to the Services. In the
event such changes or additions are accepted by Seller, Seller may revise the
price and performance dates. Seller reserves the right to change designs and
specifications for the Parts without prior notice to Buyer, except with respect to
Parts being made-to-order for Buyer. Seller shall have no obligation to install or
make such change in any Parts manufactured prior to the date of such change.
12. 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 communicate the same in writing to
any subsequent purchasers or users and to defend, indemnify and hold harmless
Seller from any claims, 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, including allegations that the Seller's
liability is based on negligence or strict liability.
13. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties
hereunder or any interest herein without the prior written consent of Seller, and any
such assignment or delegation, without such consent, shall be void.
14. INSPECTION: Buyer shall have ten (10) days from the date of completion of
each portion of the Services to inspect the Services, and in the event of any non-
conformity, Buyer must give written notice to Seller within said period stating why
the Services are not conforming. Failure by Buyer to give such notice constitutes
unqualified acceptance of the Services.
15. BILLABLE SERVICES: Additional charges will be billed to Buyer at Seller's
then prevailing labor rates for any of the following: a) any Services not specified in
Seller's quotation, Seller's order acknowledgement, Seller's scope of work, or other
documents referenced herein and therein; b) any Services performed at times
other than Seller's normal service hours; c) if timely and reasonable site and/or
equipment access is denied the Seller service representative; d) if 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 will 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 features), (ii) misuse or
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neglect, (including, without limitation, failure to maintain facilities and equipment in
a reasonable manner), (iii) failure to operate equipment in accordance with
applicable specifications, and (iv) catastrophe, accident, or other causes external
to equipment; (f) Seller's performance is made more burdensome or costly as a
result of Buyer's failure to comply with its obligations herein, or (g) any additional
obligations or requirements, including but not limited to those related to insurance
requirements, service delivery, building entry or technical training.
16. DRAWINGS: Seller's documentation, prints, and drawings ("Documents')
(including without limitation, the underlying technology) furnished by Seller to Buyer
in connection with this Agreement are the property of Seller and Seller retains all
rights, including without limitation, exclusive rights of use, licensing and sale.
Notwithstanding the foregoing, Buyer may use the Documents in connection with
the Services and Parts.
17. EXPORT/IMPORT: Buyer agrees that all applicable import and export control
laws, regulations, orders and requirements, including without limitation those of the
United States, and the jurisdictions in which the Seller and Buyer are established
or from which Services and Parts may be supplied, wit apply to their receipt and
use. In no event shall Buyer use, transfer, release, import, or export Parts in
violation of such applicable laws, regulations, orders or requirements.
18. NON -SOLICITATION: Buyer shall not solicit, directly or indirectly, or employ
any employee of Seller during the period any Services are being provided to Buyer
and for a period of one (1) year after the last provision of Services.
19. GENERAL PROVISIONS: These Services Terms and Conditions supersede
all other communications, negotiations and prior oral or written statements
regarding the subject matter of these Services Terms and Conditions. No change,
modification, rescission, discharge, abandonment, or waiver of these Services
Terms and Conditions shall be binding 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 no
modification or additional terms shall be applicable to this Agreement by Seller's
receipt, acknowledgment, or acceptance of purchase orders, shipping instruction
forms, or other documentation containing terms at variance with or in addition to
those set forth herein, Any such modifications or additional terms are specifically
rejected and deemed a material alteration hereof. If this document shall be
deemed an acceptance of a prior offer by Buyer, such acceptance is expressly
conditional upon Buyer's assent to any additional or different terms 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 right or remedy, unless such waiver be expressed in writing
and signed by the party to be bound. All typographical or clerical errors made by
Seller in any quotation, acknowledgment or publication are subject to correction.
The validity, performance, and all other matters relating to the interpretation and effect
of this Agreement shall be govemed by the law of the state of Washington without
regard to its conflict of laws principles. No action, regardless of form, arising out of
transactions relating to this contract, may be brought by either party more than two (2)
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.
20. ADDITIONAL SERVICE CONDITIONS: The Buyer shall furnish to Seller, at
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 Services are to be provided.
Seller and its representatives shall have full and free access to the equipment in
order to provide the necessary Services. 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 or dispose of Parts or equipment unless specifically agreed
upon in Seller's 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, but not limited to, the presence of asbestos or
asbestos -containing materials, and shall provide Seller 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 borne by Buyer. Seller, 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
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 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 by Buyer.
21. INDEMNITY: Each party shall indemnify and hold the other party harmless from
loss, damage, liability or expense resulting from damage to personal property of a
third party, or injuries, including death, to third parties to the extent caused by a
negligent act or omission of the party providing indemnification or a party's
subcontractors, agents or employees during performance of Services hereunder.
Such indemnification shall be reduced to the extent damage or injuries are
attributable to others. The indemnifying party shall defend the other party in
accordance with and to the extent of the above indemnification, provided that the
indemnifying party is: i) promptly notified by the other party, in writing, of any
claims, demands or suits for such damages or injuries; ii) 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.
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