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HomeMy WebLinkAboutATS - DDC Controls Support Agreement with YPDYaki a Police Department DDC Controls Support Agreement May 1, 2022 through April 30, 2027 Prepared By: Darin Fox — Service Sales Engineer Date: March 17, 2022 1 Introduction: Yakima Police Department utilizes the Alerton building management system for mechanical systems control and energy management. Operations 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 designs, installs, and services 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 occupants' comfort, energy efficiency, systems operations, and cyber-security. 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 service agreement? Service agreements augment your staffs' current knowledge and protect your equipment investment over the long term. The goals of this service 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. Update and maintain system software and hardware to current revisions. Also, provide cybersecurity services to protect building automation system network. 2. Support facility staff with pre -season inspections/maintenance. 3. Develop a regular maintenance relationship with Yakima Police to promote automated operation of controls and maximum facility uptime. 4. Drive building efficiency by leveraging your building management system and ATS' controls expertise. S. Support your long-term asset protection by providing system life cycle management. 2 TS ustorner u ort Aireernent Following is a comprehensive list of the Support Services we can perform to maximize the value of your investment in your Building Automation System (BAS). Following the list of Support Services is a detailed description of each service. Building Automation Control System Services: 1. System Technology Updates & Operational Technology ( T) Services • BAS Software and Firmware Updates (with cyber-security enhancements) • Building Automation System Operational (OT) Services o Facility Shield o Facility Host 1 System Performance Optimization Services • Troubleshooting and Diagnostics .• Control System Database Protection • Preventative Maintenance & Equipment Functional Performance Testing • Flex -Hours • On -Site Operator Training/Software Consultation 3. Emergency Response Services (Standard or Premium • On -Line Response (Telephone and/or Remote Connect) • On -Site Response t General Services; included in All Support Agreements • Account Management • Quality Assurance Program • Documentation of All Services Provided • Discounted Material & Labor Rates • Preliminary Calendar of Services 5. Equipment List • List of equipment to be serviced as part of this support agreement 3 US er su ort 1. Systein Technoloi,y Up ee cites ent Fe perational Technology (1 T) Services Technology Updates — Software and Firmware Updates (with Cyber-Security Enhancements) Building Automation System (BAS) Manufacturers periodically releases software updates that provide added features, increase communications and processing speed for your BAS. ATS will provide these updates as they become available, always keeping your system software state-of-the- art. Please note: No platform upgrades, hardware, operating system or other peripheral software updates or upgrades are included with this service. rd Included with this Support Agreement — As Released Li Not included with this Support Agreement Building Automation Sys perational (T) Services ATS Facility Shield Your building automation system's dedicated server and software are essential elements needed to keep your facility operating safely and smoothly. These components require maintenance like any other computer system. For facilities that do not have the resources or expertise on -hand to service these systems, ATS offers Facility Shield. Facility Shield from ATS is a low-cost method to ensure your BAS server is healthy, optimized, and up to date with the latest cybersecurity software and security patches. Facility Shield is an online service ensuring your BAS is continually up to date with security patches. This service includes system vulnerability monitoring, activity reporting, security patches, and anti -virus software updates. Facility Shield - Included with this Support Agreement Facility Shield - Not included with this Support Agreement 4 ATS FacilityHost Your building automation system's server keeps your facility operating smoothly by running the software that controls your mechanical and related equipment. Often this server can be neglected or even off the books of a facility's IT department. An unattended server is prone to cyber-security and maintenance issues if not properly maintained and secured. Facility Host from ATS provides a secure manner to remotely host your BAS by moving your server from a physical PC located in your building to a private cloud network. Secure cloud networks increase security by removing physical access to critical facility systems that unauthorized users may access. Remote hosting removes server maintenance from your employee's to -do -list, and it ensures your equipment is right- sized - storage and processing power only increase when needed. Early termination fees may apply. Facility Host also includes ATS Facility Shield service (described above) I— Facility Host - Included with this Support Agreement Facility Host - Not included with this Support Agreement em re e rvic s a c ine e ices Troubleshooting an PHanostics Assistance. If your operators need technical support, simply contact us during normal working hours. We will provide remote troubleshooting and diagnostics assistance via the telephone. If your organization allows us to access your Alerton system via the internet (VPN or screen -sharing software), we will sign -on to your system and attempt to resolve the problem or, at a minimum, scope the problem down to a specific item or group of items. This service does not include after-hours support. For afterhours support, please see the Emergency Response Services section below. Included with all Support Agreements - Limited Service :le Services Building Control System Database Protection Alerton Workstation Database and Graphics backups safeguard your Alerton 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 Alerton system database, software and graphics a minimum of two (2) times 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 all Support Agreements - Semi -Annually (two times per year) 5 Preventative aintenance Z 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; 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. 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 IA Not included with this Support Agreement Flex- ()MS Supsort 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. NOTE: It is our policy to roll a maximum of 25% of any un-used flex hours into the upcoming contract year. Included with this Support Agreement - twenty (20) hours per year ri Not included with this Support Agreement 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. n Included with this Support Agreement - kA Not included with this Support Agreement 6 se Servkes On-line Emergency Pesponse To quickly respond to emergency service requests and to reduce the costs and disruptions of downtime we will provide phone support and if available, we will also use our Direct Connect technology. On -Line response is our default first action to a request for emergency response. For direct connect, you simply need to supply the necessary equipment and internet access to enable our local office to remotely log -on to your system. Note: 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 contact you and will attempt 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 n-line Response Time (Included with all Customer Support Agreements) - - - within 2 business hours; Monday through Friday; 8:00 AM to 5:OOPM, excluding holidays 111 Prerniurn Emergency n-line Response Ti - within 1 business hour; 24 hours/day, 7 days/week, including holidays Note: Our first action to a request for emergency response will be to attempt to resolve the situation on-line via a remote connection to your server. 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). •n-site Emergency Response If during our On-line Emergency response, we are unable to resolve the situation we will dispatch a Service Technician 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 -sit Response Time (Included with all Custorner 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 1-1 Premiu m Emergency n-site Response Time - We will be on site within four (4) hours, 24 hours/day, 7 days/week, including holidays (after the completion of the telephone and direct connect response). Emergency i*esponse Services listed above guarantee ATS' response time to an emergency 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 2021 are listed below. Prices are subject to change. 7 3. Emergency Response Services (cont.) 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 our customers. We have available a 24-7 emergency answering service. You can utilize this service in an after-hours emergency 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. All after-hours labor will be billed as listed in the General ATS Customer Support Agreement Features section of this proposal. 4. General ATS Customer Support Agreement Features (Included with all Support Agreement) Account Manager - A dedicated 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. Towards the end of each contract year, your ATS Account Manager will schedule a re -cap meeting with you to review all the service that have been performed that year. Quality Assurance Program — At the conclusion of the re -cap meeting, your account manager will conduct a brief customer satisfaction survey with you regarding all the touch points you have with ATS (sales, operations, dispatch, warehouse, accounts receivable, etc.). • Dedicated Service Team - Our Service Team knows BAS systems. A Primary and a Secondary ATS Service Technician will be assigned to your support agreement account. All 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. • 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 a 18% discount on labor and an additional 22% discount on material. For any components listed in the Alerton, Belimo or Delta Price List your multiplier will be .45 times List Price. Following are the prices for 2022. Please note that prices are subject to change without written notice. Labor Rates: Service Technician IT Specialist Account Manager Standard Time & Material Rate (M-F 8 AM to 5 PM) excl. Holidays $ 200 $ 225 $ 200 Preferred Time & Material Rate (M-F 8 AM to 5 PM) excl. Holidays $ 165 $ 185 $ 165 Standard Evenings and/or Saturday $ 320 $ 385 $ 320 Preferred Evenings and/or Saturday $ 215 $ 240 $ 215 Standard Sunday and/or Holiday Rate $ 390 $ 440 $ 390 Preferred Sunday and/or Holiday Rate $ 320 $360 $ 320 8 ATS - Suggested Calendar of Services Customer Yakima Police Checked items are included as detailed in "Su ort reement Features" X Database Protection (Included) Preventative Maintenance visit Other Services: 2022-2024 Su. sort A:reement 1111111111111111111111111111111113111111111•11MMI MMIII=EIII=MIMM MEM MIMMIM M11111111111111MMI 111111•111111•11111111111111111111111=== •111111 X X X X X X Technology Updates ATS Facility Shield ATS Facility Host Limited Troubleshooting and Diagnostics Flex Hours Included Included 20 Hours per Year Emergency Response Services Standard Included Account Management Included Material & Labor Discounts Included 9 5, Equipment List Server Clients Alerton Compass Alerton ACM ACM-XX B[M4X AHU'XX AC units Chiller-1 Boiler-1 VAV units Front End Server, Clients and BAS Software Info Dell D Global Controllers Info ACM / 3 trunks Communication Trunks Info Number ofTrunks Number mfTrunks Number of Trunks Info Units 1-7 Units 1-4 Location Location Location Mechanical Equipment Other Egui" Locution Various rooftop Floors 1&2 Throughout - 10 art P rici d r We have included the following Custom Service Plan Features in this agreement as detailed in the previous section: • Technology Updates • Preventative Maintenance and Equipment Function Testing • Database Protection • Troubleshooting & Diagnostics • Flex Hours Support • Emergency Response Services Pricing for these features is based on a 5-year program, billed quarterly in advance. Pricing stated does not include sales tax, if applicable Year 1: Year 2: Year 3: Year 4: Year 5: $ 13,236.00 beginning May 1, 2022 $ 13,236.00 beginning May 1, 2023 $ 13,236.00 beginning May 1, 2024 $ 13,236.00 beginning May 1, 2025 $ 13,236.00 beginning May 1, 2026 ATS believes that this proposal includes the best interests of Yakima Police 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, paragraph 2 (attached). Sincerely, Darin Fox Service Sales Engineer Proposal Accepted Signature, ,19e rf Please Print Name Title n t:Lt3 r- CITY CONTRACT NO. RESOLUTION NO. Date 11 Terms and Conditions for ATS Service Support Agreement The following Terms and Conditions are attached to and form an integral part of the Service Support Agreement or Customer Support Agreement or Service Support Program for ATS Automation, ATS Inland NW, ATS Alaska, ATS Rocky Mountain and ATS Facility Systems (referred to here as "ATS"). The Agreement or Program, together with these Terms and Conditions, are collectively referred to as the "ATS SSA." 1. The Scope This ATS SSA, when accepted in writing by the Customer and approved by an authorized representative of ATS, shall constitute the entire agreement between the parties. It may only be amended by a written document signed by both ATS and Customer. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions of this agreement shall remain in full force. The terms and conditions set forth herein shall supersede, govern and control any conflicting terms found elsewhere in the ATS SSA. Neither party may assign this Agreement without the prior written consent of the other party however, this ATS company may assign this agreement to any of its affiliated ATS companies. The term of this agreement will begin on the Start Date as specified in the ATS SSA and continue for the period of time as agreed to in the SSA, At the end of the term of the agreement, the SSA will automatically renew for successive one-year periods with an annual increase of 3% unless otherwise stated in the SSA, or, as otherwise agreed to by ATS and the customer in writing at least 30 days prior to the end of the term. Either party may terminate or amend this agreement at any time by giving the other party at least 30 days written notice of such amendment or termination. This agreement only relates to the systems, equipment and software identified in the List of Covered Equipment or List of Covered Systems in the SSA and it assumes the systems, software and equipment covered are in maintainable condition. If upon initial inspection by ATS, it is found that repairs are required, ATS will propose a scope of work to make the repairs. If Customer declines to have ATS make the repairs, that equipment will be removed from the equipment covered in the ATS SSA and an adjustment in price to the SSA will be made. Customer, at no cost to ATS, agrees to: A. allow ATS to control/operate all equipment necessary to perform the services. B. provide access to all areas of the facility as necessary to complete the Work. C. provide suitable electrical service as required by ATS. D. take immediate action in the event of a system failure to reasonably and safely protect life and property and until such time that ATS has remedied the situation and notifies the customer that the systems are operational. E. designate a contact person with authority to make decisions for Customer regarding the SSA and provide sufficient information for ATS to contact such person in an emergency. if such person cannot be reached, any request for Service or any decision made from a person at Customer's premises will be deemed authorized by Customer, and ATS will, at its discretion, act accordingly. 2. Pricing, Invoices and Payments. • Pricing is good for 30 days unless otherwise stipulated. • Payments are due within 30 days of invoice. • Sales tax is not included in the price and will be added to the price on the invoice. • If payment is not received when due, then ATS may suspend any further work until payment is made. ATS may charge 1.5% interest per month (or the maximum allowed by law) plus any related costs such as collection or attorney fees and pursue any legal remedies to collect what is owed. • All other services performed but not included in the scope of the SSA will be billed on a time and materials basis at labor rates that are in effect at the time that the work is performed. 3. Warranty Equipment or products installed by ATS in the scope of performing these services shall only carry the warranty as is provided by manufacturer which ATS assigns to the Customer. ATS will use all reasonable efforts to assist Customer in enforcing any such third -party warranties. Labor provided by ATS for all services under this SSA is warrantied for a period of 90 days after the work is performed. The warranty will be void if the work or related equipment is: 4. ATS shall provide the following insurance coverages during the term of this agreement: • Commercial General Liability $1M/occurrence & $2M aggregate • Automobile Liability $1M combined single limit • Worker's Comp & Employer's Liability Statutory Limits • Excess Liability $4M/occurrence &$4M aggregate A. repaired or altered by any person other than an ATS employee or its authorized representative. B. 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. C. damaged because of any use of the equipment after customer has, or should have had, knowledge of any defect in the equipment. Insurance 5. Indemnification A. Indemnification. The indemnification obligations set forth in this Section shall be the parties' exclusive rights and remedies with respect to this Agreement. B. Reciprocal Indemnification. Each party shall indemnify and hold harmless the other party, the other party's affiliates, and each of their respective officers, directors, members, agents and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties and fines of any kind and nature whatsoever (including reasonable attorneys' fees) brought by a third party under any theory of legal liability arising out of or related to the indemnifying party's actual or alleged: (i) grass negligence, (ii) willful misconduct or (111) infringement or misappropriation of a third party's copyright, trade secret, patent, trademark or other intellectual property right. 6. Limitation of Liability 1. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. 2. SUBJECT TO SECTION 6.1, IN NO EVENT WILL ATS AUTOMATION OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF ATS AUTOMATION HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. 3. SUBJECT TO SECTION 6.1, THE TOTAL LIABILITY OF ATS AUTOMATION OR ITS SUPPLIERS, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, FIVE (5) TIMES THE FEES PAID TO ATS AUTOMATION HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT SUCH CLAIM IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7. Disputes This agreement shall be governed by the laws of the state in which the work is performed. In the event of any dispute between ATS and Customer, the parties shall first attempt to resolve the dispute in the field. If that is not successful, then a meeting shall take place between authorized officers of each company to settle the dispute. If that is not successful, then the dispute shall be decided by binding resolution using mediation or arbitration conducted in accordance with the Construction Industry Arbitration Rules and Mediation Procedures of the American Arbitration Association. 12