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
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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)
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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.
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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.
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