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HomeMy WebLinkAboutIT14-216 - Original - Emerson Network Power - UPS Annual Maintenance - 08/01/2015 m. i Records Man - ' v; e io Fvu �✓/ KENT tm , Document WA9HINGTON C1+ n ® CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Emerson Network Power, Liebert Services, Inc. Vendor Number: 38221 JD Edwards Number Contract Number: WD This is assigned by Cit lerk`s Office Project Name: UPS Annual Maintenance Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 8/1/2014 Termination Date: 7/31/2015 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: Information Technology Contract Amount: $25 870.48 I Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): i i As of: 08/27/14 g KF--NT GODS SERVICES AGREEMENT between the City of Kent and i Emerson Network Power THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Emerson Network Power organized ,under the laws of the State of Washington, located and doing business at 3415 South 1161" Street, Suite 103 Tukwila, WA 98168 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: See 2 Proposal for Service attached as exhibit A Q02146960 for $4751 w/o Tax Q02160829 for $18,875 w/o Tax Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services from August 1, 2014 to July 31, 2015. I III, COMPENSATION, The City shall pay the Vendor an amount not to exceed $25,871, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: i GOODS & SERVICES AGREEMENT - 1 (Over$10,000.00, including WSST) i N 3 from Net 0 the e date of the invoice. i i i If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final_Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. i C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. GOODS & SERVICES AGREEMENT - Z (Over$10,000.00, including WSST) E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. I V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (74) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through S below. I FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL RE AN ABSOLUTE WAIVER OF ANY GOODS & SERVICES AGREEMENT - 3 (Over$10,000.00, including WSST) CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DEL". A. _Notice-of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to GOODS & SERVICES AGREEMENT - 4 (Over$10,000.00, including WSST) correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time an determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order t0 accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any xub-cnntract the Vendor, its sub-contractors, or any person acting On behalf ofthe Vendor or sub-contractor shall not, by reason of race, religion, Cn|or/ sex, age/ sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work t0 which the employment relates. Vendor shall execute the attached [ib/ of Kant Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XX" INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers/ oMicia|o, ernp|nyees. agents and volunteers hvrno|ooyfrnroany and all c|ainnu/ ijVneS, damages, |ouoeo or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not he grounds to ovoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCYV, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense/ including all reasonable expert witness foco and rrosonoh|m attorneys' fees, plus the City's legal cnSix and fees incurred because there was a wrongful refusal Vn the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII" INSURANCE. The Vendor shall procure and maintain for the duration nfthe Agreement, insurance of the types and in the amounts described in Exhibit 0 attached and incorporated by this reference. XIII^ WORK PERFORMED Al[ VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's nvvn risk/ and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. GOODS & SERVICES AGREEMENT - 5 (Over$10,000.V0' including yKSS7) � XXV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant tn Chapter 3.80of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. Apriou preference may he available for any designated recycled pnudVC1. O. Non-Waiver Breach. The failure of the City ho insist upon strict performance of any of the covenants and agreements contained in this Agreenoent, or to exercise any option conferred hy this Agreement in one ormore instances shall not be construed to be waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes . This Agreement shall be governed by and construed in accordance with the laws ufthe State o[ Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means nfresolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any C|aino or |avvsoiL for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and atturnoy'ofoeo incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, hnvvmvwr/ nothing in this paragraph shall be construed to limit the City`s right to indemnification under Section XTof this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified rnai\/ and shall be deemed sufficiently given if sent tn the addressee at the address stated in this Agreement or such other address an may be hereafter specified inwriting. E. Assignment. Any assignment nf this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this /\grconoen( shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, nr modification of any of the provisions Vfthis Agreement shall be binding unless in writing and signed by duly authorized representative of the City and Vendor. G. 1EDth]e-/\8Iee[DeDI. The written provisions and terms uf this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not he effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the tmrnoo nf this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. GOODS & SERVICES AGREEMENT- 6 I. Phortocononoencing the tasks douchbodin5ecbon I/ Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter S.01of the Kent City Code. ]. Counterparts. This Agreement may he executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered beU«»nx. VENDOR, CITY OF KENT: Paula n, By: Rojas By: (signatur-e) (SiV;n::,4t, - Print Name: Paulal�ojze; Print Name: Suzette Its—Cojarracts Administrator Its Ma or NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Joseph Setterberg Sean Kelsey (Technical Services Manager) Emerson Network Power City of Kent 3415 South 116'h St. Ste. 103 220 Fourth Avenue South APPROVED AS TO FORM; Ke t Ca 2Depai�2T-�� (Du**ww you°oy°tq,w�o,°"/^u"ww"^,~*`°*.°has*~°`w GOODS & SERVICES AGREEMENT - 7 (Over$1(\000.0(\ /nokmYngWSST) - l DECLARATION CITY OF KEN T EQUAL, EMPLOYyM MT OPPORTUNITY POUCY The city of Kent; is committed to conform to federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to, An affirmative response Is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2, 2. During the time of this Agreement I will not discriminate in employment on tine basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors Indicating commitment as an equal opportunity employer, 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities, a. Before acceptance of tills Agreement, an adherence statement will be sinned by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above, by signing below, I agree to fulfill the five requirements referenced above. By: .. { �, For: C. + IUC v� u�Q� Title: Date: —A-0- I EEO COMPLIANCE DOCUMENTS - 1 of 3 I CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project hy the Contractor awarded the Agreement. l, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known aS that was entered into 0n the (date), between the firm I represent and the City of Kent. Idadare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. uy: _��_�___________________�����___ For: llUm: Date: EEO COMPLIANCE DOCUMENTS 3n[J EXHIBIT A Price Quote City of Kent July 3 ® 2014 sn i ! it E i 1 7 F Emerson Network Power Lielberf,' G3err„io s `k f jCITY O KTNf rift[_STATION 246'11 HMH FVf_SOU MEFIii KENT, VITA 03,9603 i I Thank you for your interest in Emerson Network Power, Hebert Services.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, Emerson r-,AT R A j j6Qi Network Power is the dedicated partner that you need to help yet;achieve your I 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 'M 2 the proposal,feel free to contact me directly at+1206 763 5000. 1 look forward to your response and the opportunity to work together to improve your data center 91MMISMentwa.20V investment, Sincerely, JOSEPH SETTERBERG 3415 South 116th Street, Suite 103 Tukwila,WA 98168 PHONE+1 206 763 5000 FAX+ 1 206 763 6700 EMAIL Joseph.Selftertserg@Emersomcom Order Q02146960 I I 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. i Standard Maintenance Contracts Site#: 106711 Tag# Description Model# Annual PM Qty. Coverage Type Coverage Amount (Coverage Dates) 1395306 NX 20-301NTBAT 38SA02000CFJ 2 ESSENTIAL $4,158,00 (8/1/2014)-(7/31/2015) 1395309 MBC/SLIM LN CAB MBP309000OS3811 1 ESSENTIAL $593,00 (8/1/2014)-(7/31/2015) u ripy''101V tt "'P" T1111t Xr?VICIF 0 f tfi-ared Scan&Analysis: -- IR Scans Protect oTec4 Y'r;€It Pu i>t rne;:;t and FAotiplct i Pinpoint hot spots caused by faulty electrical connections and components. ir a Identify potential electrical problems so you can plan for corrective action. Non-invasive,performed on energized equipment with no disruption of service. IR Scans reveal invisible hot spots caused by deterioration of electrical connections due to m Enhances facility safety by reducing vibration, corrosion or improper installation. exposure of personnel to faulty equipment. Infrared Tlumeographie surveys are an effective means of identifying serious,potential problems before an incident occurs by detecting abnormal thermal rises in electrical,mechanical,or structural components within a facility. Infrared Thernnography is recommended by the Institute of Electrical and Electronics Engineers(IEEE),National Fire Protection Agency NFPA 70E,and most Insurance Companies as part of an effective maintenance program on an annual basis. a IR Scan performed during regular working hours,Sarn—5pm,Monday—Friday,excluding holidays. ® Trmn-key Service provides (2) Emerson/Liebert Customer Engineers for one (1) day to remove electrical covers and IR scan customer specified critical electrical equipment. a Report includes location, description, and recommended solution by providing infrared and digital pictures of all problem areas. I-Day service is sufficient to scan up to 15—35 pieces of equipment and associated connections(depending upon equipment layout and configuration). a Scan each accessible load current carrying piece of equipment using an infrared camera in one day less travel a Service scheduled during amoral wonting hours with equipment energized. No shut down or interruption is required. m No parts included NOTE- - To select this optional service,please refer to complete scope of work at the end of this proposal. - Please add the amount of S3,485.00 to your PO and/or place an"Y'mark in the field below and return this agreement signed and dated. ® $3,485.00(Turn-key IR Scan Service,I-Day,2 Techs) a I Additional Available.Professional.Assessment Services through Emerson Network Power,Liebert Services: Are Flash Study cea Safety Label Application ® Electrical Safety Training Course for OSHA 1410&NFPA 70E ® Short Circuit&Coordination Study o Circuit Breaker Testing and Maintenance a Cooling Assessment—Potentially Reduce Energy Costs ® Data CenterFfficiencyAssessment—IncreaseROl ® Infra-Red Thermal Survey © Load&Power(duality Monitoring � ® One-Line Verification/Creation f Update I e i Contact are if you would like more information about these or any of the other Liebert Professional Services. UNINTERRUPTIBLE POWER SYSTEMS PERIPHERALS MAINTENANCE BYPASS CABINET LOAD BUS SYNC POWER TIE SLIM LINE DISTRIBUTION CABINET SCOPE OF WORK ESSENTIAL SERVICE (1) © Guaranteed 4-hour on-site emergency ® Includes one Annual Preventive response, 7 days/week, 24 hours/day, Maintenance visit scheduled by the within 150 miles of a Liebert Services' customer between 8am-5pm, Monday- Service city. Friday (excluding national holidays). ® Includes 1-800-LIEBERT Customer ® Performed by Liebert factory trained Response Center. Customer Engineers. ® Includes 100% parts coverage (excluding ® Includes 100% labor and travel coverage circuit breakers). 7 days/week, 24 hours/day, within the 48 ® Includes access to Liebert Customer contiguous states and Hawaii. Services Network On-Line Internet ® Subject to all Terms & Conditions as portal. noted in the Liebert Services Terms & Conditions, SERVICE PERFORMED Full Preventive Maintenance Service Perform a complete visual inspection of the equipment, including sub-assemblies, wiring harnesses, contacts, cables and major components. Check all mechanical connections for tightness and heat discoloration, making corrections where necessary. Clean any foreign material and dust from internal compartments. Perform a status check of alarm circuits, (if Applicable). Calibration of the equipment to meet manufacturer's specifications (if applicable). Operational checkout of the system to include transfers and proper status indications. Install or perform Engineering Field Change Notices (FON) as necessary. Return unit to operational service with normal load then measure and verify display indications. Notel: Preventive Maintenance usually requires a shutdown to ensure electrical connection integrity. __J UNINTERRUPTIBLE POWER SYSTEMS NX MODELS WITH INTERNAL BATTERIES SCOPE OF WORK L ESSENTIAL SERVICE (2) ® Guaranteed 4-hour on-site emergency Includes one Annual Preventive response, 7 days/week, 24 hours/day, Maintenance Service and one Semi- within 150 miles of a Liebert Services' Annual Preventative Maintenance Service city. Service visit on the UPS and internal ® Includes 1-800-LIEBERT Customer battery cabinet scheduled by the Response Center, customer between 8am-5pm, Monday- ® Includes 100% pails coverage (excluding Friday (excluding national holidays). air filters and proactive full bank ® Includes parts, labor and battery jars as capacitor replacement). required - up to 10% of the battery string ® Includes access to Liebert Customer per year(not accumulated over contract Services Network On-Line Internet term). portal, ® Performed by Liebert factory trained ® Includes battery recycling as required, Customer Engineers. with documentation meeting EPA ® Includes 100% labor and travel coverage requirements. 7 days/week, 24 hours/day, within the 48 contiguous states and Hawaii. ® Subject to all Terms & Conditions as noted in the Liebert Services Terms & Conditions. SERVICE PERFORMED UPS Full Preventive Maintenance Service Semi-Annual Service Perform a temperature check on all breakers, connections, and associated controls. Repair and/or report all high temperature areas. Perform a complete visual inspection of the equipment including subassemblies, wiring harnesses, contacts, cables, and major components. Check air filters for cleanliness. (if applicable) Check module(s) completely for the following (if applicable): Rectifier and inverter snubber boards for discoloration. Record all voltage and current meter readings on the module control cabinet or the system control cabinet. Annual Service Includes the Above, Plus Check the inverter and rectifier snubbers for burned or broken wires. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration. Check fuses on the DC capacitor deck for continuity (if applicable). ElMlystem With customer approval, perform operational test of the s Wincluding unit transfMer land battery discharge. Calibrate and record all electronics to system specifications. Check or perform Engineering Field Change Notices (FCN) as necessary. Measure and record all low-voltage power supply levels. Record phase-to-phase input voltage and currents. Review system performance with customer to address any questions and to schedule any repairs. Check power capacitors for swelling or leaking oil. (if applicable) DC capacitor vent caps that have extruded more than 1/8". (if applicable) Measure and record harmonic trap filter currents. (if applicable) E3at#ery FuPi Preventive Main#enargce Service Semi-Annual Service Inspect the appearance and cleanliness of the battery and the battery room. Clean normal cell top dirt accumulation (to be done only with battery off line). Measure and record the total battery float voltage and charging current. Measure and record overall AC ripple current. Measure and record overall AC ripple voltage. Visually inspect the jars and covers for cracks and leakage. Visually inspect for evidence of corrosion. Measure and record the ambient temperature. Verify the condition of the ventilation equipment, if applicable. Verify the integrity of the battery rack/cabinet. Measure and record 100% of the cell temperatures. Measure and record the float voltage of all cells. Measure and record all internal impedance readings. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned. Annual Service Includes the Above, Plus Re-tighten all battery connections to the battery manufacturer's specifications, offline only. Corrective Maintenance Performed as Required i i Refurbish cell connections as deemed necessary by the detailed inspection report. Notel: Customer should check air filters monthly for cleanliness and replace as necessary. Note2: Preventive Maintenance usually requires a shutdown to ensure electrical connection integrity. Note3: All battery checks are recorded through the LDI reporting system. Only visual battery inspection and total battery voltages are to be recorded on the UPS E-form. The full battery maintenance inspection will be conducted through LDI. Note4: Above maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass Cabinets. i i I UNINTERRUPTIBLE POWER SYSTEMS ALL 3-PHASE MODELS SCOPE OF WORK ESSENTIAL SERVICE (2) ® Guaranteed 4-hour on-site emergency response, Includes one Semi-Annual and one Annual 7 days/week,24 hours/day,within 150 miles of a Preventive Maintenance Service scheduled by Liebert Services' Service city. the customer between Sam-5pm, Monday-Friday • Includes 100%parts coverage (excluding (excluding national holidays). batteries, air filters, and proactive full bank a Includes 100% labor and travel coverage 7 capacitor replacement.) days/week, 24 hours/day,within the 48 a Includes 1-800-LIEBERT Customer Response contiguous states and Hawaii. Center. Performed by Llebert factory trained Customer • Includes access to Liebert Customer Services Engineers. Network On-Line Internet portal. e Subject to all Terms&Conditions as noted in the _ Liebed Services Terms&Conditions. _ - SERVICE PERFORMED UPS Full Preventive Maintenance Service Semi-Annual Service 1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high temperature areas. 2. Perform a complete visual inspection of the equipment including subassemblies,wiring harnesses, contacts, cables,and major components. 3. Check air filters for cleanliness. (if applicable) 4. Check module(s)completely for the following (if applicable): 5. Rectifier and inverter snubber boards for discoloration. 6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet. Annual Service Includes the Above, Plus 1. Check the inverter and rectifier snubbers for burned or broken wires. 2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration. 3. Check fuses on the DC capacitor deck for continuity(if applicable). 4. With customer approval, perform operational test of the system including unit transfer and battery discharge. 5. Calibrate and record all electronics to system specifications. 6. Check or perform Engineering Field Change Notices(FCN) as necessary. 7. Measure and record all low-voltage power supply levels. 8. Record phase-to-phase input voltage and currents. 9. Review system performance with customer to address any questions and to schedule any repairs. 10. Check power capacitors for swelling or leaking oil. (if applicable) 11. DC capacitor vent caps that have extruded more than 1/8". (if applicable) 12, Measure and record harmonic trap filter currents.(if applicable) 6attery Inspection Service-Performed During the UPS Semi-Annual and Annual PM Services. I 1. Check integrity of battery cabinet(if applicable). 2. Visual inspection of the battery cabinet and/or room to include: I I i g j i 1. Check for NO-OX grease or oil on all connections(if applicable). 2. Check battery jars for proper liquid level(if flooded cells). 3. Check for corrosion on all the terminals and cables. 4. Examine the physical cleanliness of the battery room and jars. 3. Measure and record DC bus ripple voltage(if applicable). 4. Measure and record total battery float voltage. Notel: Preventive Maintenance usually requires a shutdown to ensure electrical connection integrity. Note2: Customer should check air filters monthly for cleanliness and replace as necessary. Note3:Above maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass Cabinets. Note4: The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance program for the battery system. Progress billing: For all projects involving capacitor replacement, progress payments will apply. Invoices will be issued per the following project milestones: Milestone Payment Due Shipment of capacitors Total amount for capacitors and freight Completion of installation and testing Balance of project price i Order Number:Q02146960 Purchase Order must be assigned to: Payment remittance address: Emerson Network Power, Liebert Services, Inc. Emerson Network Power, Liebert Services, Inc. 6W Executive Campus Dr PO Box 70474 Westerville OH 43082 Chicago, IL 60673 FID#43-1798453 PO should be e-mailed or faxed with signed proposal to: Emerson Network Power, Liebert Services,c/o JOSEPH SETTERBERG Attn:JOSEPH SETTERBERG Email: Joseph.Setterberg@Emerson.com Fax:+ 1 206 763 6700 Please complete the following information(AII fields are required): Purchase Order Number: Purchase Order attached: ❑Yes ❑No If PO NOT attached,please specify reason: Invoice Delivery Method: ❑Web Billing(Attach Instructions) ❑Mail ❑Other ❑Accounts Payable Email @ Billing Contact Person: Phone: Email: Fax#: Bill-To Company Name: Bill-To Address: Federal Tax ID# Bill-To City,ST Zip: Tax Exempt: ❑Yes(Attach tax exempt certificate) ❑ No Site Services/IT Contact Person: Phone: "COVERAGE DETAILS' For equipment not concede under a Service Agreement or for equipment for which the wananty has expired in excess of thirfy(30)days,parts required to bring equipm ant back to manufacturers specifications are the responsibility of the Buyer and billable at the time of the first preventive maintenance visit or Service call. All pricing is valid only for Service coverage stated and Is subject to change if this Proposal is modified in any way. This Proposal is valid for 45 days from the date of this Proposal unless otherwise noted. By acceptance of this Proposal,Buyer expressly manifests its assent to the Ten"and Conditions of this Proposal, and agrees that if any provision of Buyers Order or other document or communication from Buyer is inconsistent with any provision of these Terms and Conditions,regardless of the order or timing of the exchange of such document or communication,these Terms and Conditions shall prevail Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order number is not used, then the Buyer authorizes and guarantees Seller the payment of such invoices by authority of the signature below. Thank you for your business. ICI Proposed By: Accepted By: _gqAoI 8 Julv 2014 JOSEPH SETTERBERG Date Buyer Signature Required Date Printed Name Title Phone ra EMERSO a,r i c, t i 3i 3 3 0'i Emerson Network Paver E._ebeii r>ry Jui0. 2o1 i cr,v ON, KFANT KL tiT,VVA US,53031 i jui S,'-`}-3 Thank you for your interest in Emerson Network Power, Liebert Services.We are pleased to submit the following proposal for your review and consideration. S0 j,i As the rate of change and complexity in your data center increases, Emerson •rt.4`J 3 tr�r.;;i Network Power 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 tJe;rrs E?zag#ca Order to assist timely order processing. Should you have any questions regarding the proposal,feel free to contact me directly at+1 206 763 5000, 1 look forward to your response and the opportunity to work together to improve your data center +a'E abeaale(ulken4wa.cdo_v, investment. Sincerely, JOSEPHSETTERBERG 3415 South 116th Street, Suite 103 Tukwila,WA 98168 PHONE+1 206 763 5000 FAX+ 1206 763 6700 EMAIL Joseph.Setterberg@Emerson.com Order Q02160829 i I i i i I I li Liebert UPS/Power Battery Services: ICI • We are the Original Equipment Manufacturer and the experts on Uebert 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. Standard Maintenance Contracts Site#:69961 Tag# Description Model# Annual PM Qty. Coverage Type Coverage Amount (Coverage Dates) 1186596 SRS 30110-40 UDA6303OC25RT04 2 ESSENTIAL $5,985.00 (8/1/2014)-(7/31/2015) 1186597 SEALED BATTERY U25BP030HHJ1NNL 4 ESSENTIAL $2,850.00 (8/1/2014)-(7/31/2015) 1302508 SEALED BATTERY 37BP030XLJlBNL 4 ESSENTIAL $3,845.00 (8/112014)-(7/31/2015) 1302509 NPOWER 30-50 37SA030AOC6E817 2 ESSENTIAL $6,195.00 (8/112014)-(7/3112015) I i I OP7701ATAL TrSTING'SERVICE., Infrared Scan &Analysis: IR Scans Protect Your 9usiness and Poople Pinpoint hot spots caused by faulty electrical connections and components. Identify potential electrical problems so you can plan for corrective action. 4-, Non-invasive,performed on energized — equipment with no disruption of service. 'R Scans reveal invisible hot spots caused by deterioration of electrical connections due to Enhances facility safety by reducing vibration, corrosion or improper installation. exposure of personnel to faulty equipment Infrared Therniographic surveys are as effective means of identifying serious potential problems before an incident occurs by detecting abnormal thermal rises in electrical,mechanical,or structural components within a facility. Infi-ared Thennography is recommended by the Institute of Electrical mid Electronics Engineers(IEEE),National Fire Protection Agency NFPA 70B,and most Insurance Corapanoss as part of air effective maintenance program on an annual basis. • IR Scan ficifouded duriju,regular wca*ingr hours,8an) -Spin,Monday -Friday,excluding holidays. ® Turn-key Service provides (2) Emerson/Liebert Customer Engineers for one (1) day to remove electrical covers and IR scan customer specified critical electrical equipment • Report includes location, description, and recommended solution by providing infrared and digital pictures of all problem areas. • I-Day service is sufficient to scan up to 15--35 pieces of equipment and associated connections(depending upon equipment layout and configuration). ® Scan each accessible toad current CalrVing piece of equipment using air infrared camera in one day less travel ® Service scheduled during norand worfOrg hours with equipment energized. No shut down or interruption is required, • No parts included NOTE- - To select this optional service,please refer to complete scope of work at the end of this proposal, - Please:add the amount of$3,485.00 to your PO and/or place an"Y'mark in the field below and retain this agreement signed and dated. $3,485.00(Turn-key IR Scan Service, I-Day,2 Techs) Additional Available Professional Assessment Services through Emerson Network Power,_UebertServices: Are Flash Study&Safety Label Application Electrical Safety Training Course for OSHA 1910&NFPA 70E Short Circuit&Coordination Study Circuit Breaker Testing and Maintenance • Cooling Assessment—Potentially Reduce Energy Costs • Data Center Efficiency Assessment—Increase ROI ® Infra-fled Thermal Survey ® Load& power Quality 11,11onituring ® One-Line Verification/Creation/Update Contact me if you would filce more information about these or any of the other Liebert professional Services. STATIONARY BATTERY SYSTEMS VRLA (SEALED) BATTERY SCOPE OF WORK ESSENTIAL SERVICE (4) Guaranteed 4-hour on-site emergency ® Performed by Liebert factory trained response, 7 days/week, 24 hours/day, Battery Specialist or Customer within 150 miles of a Liebert Services' Engineers. Service city. ® Preventive Maintenance Service ® Includes 1-800-LIEBERT Customer scheduled by the customer between Response Center. 8am-5pm, Monday-Friday (excluding ® Includes 100% corrective labor and national holidays). travel coverage 7 days/week, 24 ® For 3-Phase UPS customers, includes hours/day, within the 48 contiguous three Quarterly and one Annual PM. states and Hawaii. Does not include ® Single Jar Replacement Service for Lead labor for full-string replacement. Acid Batteries: Includes freight, labor, ® Includes access to Liebert Services disposal and batteries. Subject to Customer Services Network On-Line limitations as stated below. Internet portal. ® Subject to all Terms & Conditions as ® Includes battery recycling as required, noted in the Liebert Services Terms & with documentation meeting EPA Conditions. requirements. FSERVICE PERFORMED **Dunne fhe initial PIVI visit, an Annual Service PM must be performed** Quarterly Service Inspect the appearance and cleanliness of the battery and the battery room. Clean normal jar top dirt accumulation (to be done only with battery off line). Measure and record the total battery float voltage and charging current. Measure and record the overall AC ripple voltage. Measure and record the overall AC ripple current. Visually inspect the jars and covers for cracks and leakage. Visually inspect for evidence of corrosion. Measure and record the ambient temperature. Verify the integrity of the battery rack/cabinet. Measure and record 100% of the jar temperatures. Measure and record the float voltage of all jars. Measure and record all internal ohmic readings. Provide a detailed written report noting any deficiencies and corrective action needed, taken and/or planned. Annual Service Includes the Above, Plus Re-tighten a connectionsrto the battery manufacturer's specifications, if required. Refer to the 11 manufacturer's specifications, manufacturer's urer s literature to determine if re-tightening is required. Measure and record all battery connection resistances in micro-ohms, when applicable. Corrective Maintenance Performed as Required Refurbish cell connections as deemed necessary by the detailed inspection report. Conditions for Single Jar Roplacement Service for Lead Acid Batteries The Customer is covered by an Essential or Preferred Contract. The battery string is in overall good health as determined by Liebert Services; the battery string is not beyond expected service years or has had excessive single jar replacements that would make the string unstable. Up to 10% of defective battery jars may be replaced within a 12-month period as exclusively determined by Liebert Services, Contracts have no cash value for future years or full string battery replacements. Single jar replacement is limited to batteries in the original string. Subject to Liebert Services Single Jai, Replacement and Lead Acid Batteries Guidelines I I PMEUNNINTERRUPTINMSTEMSEPBLEPOWERS°( ALL 3-PHASE MODELS SCOPE OF WORK ESSENTIAL SERVICE (2) © Guaranteed 4-hour on-site emergency response, o Includes one Semi-Annual and one Annual 7 days/week,24 hours/day, within 150 miles of a Preventive Maintenance Service scheduled by Liebert Services' Service city. the customer between Sam-5pm, Monday-Friday o Includes 100%parts coverage(excluding (excluding national holidays). batteries, air filters, and proactive full bank ® Includes 100% labor and travel coverage 7 capacitor replacement.) days/week,24 hours/day,within the 48 ® Includes 1-800-LIEBERT Customer Response contiguous states and Hawaii. Center. ® Performed by Liebert factory trained Customer • Includes access to Liebert Customer Services Engineers. Network On-Line Internet portal. ® Subject to all Tears& Conditions as noted in the Liebert Services Terms&Conditions. SERVICE PERFORMED UPS Full Preventive Maintenance Service Semi-Annual Service 1. Perform temperature check on all breakers, connections, and associated controls. Repair and/or report all high temperature areas. 2. Perform a complete visual inspection of the equipment including subassemblies,wiring harnesses, contacts, cables, and major components. 3. Check air filters for cleanliness. (if applicable) 4. Check module(s)completely for the following (if applicable): 5. Rectifier and inverter snubber boards for discoloration. 6. Record all voltage and current meter readings on the module control cabinet or the system control cabinet. Annual Service Includes the Above, Plus 1. Check the inverter and rectifier snubbers for burned or broken wires. 2. Check all nuts, bolts, screws, and connectors for tightness and heat discoloration. 3. Check fuses on the DC capacitor deck for continuity(if applicable). 4. With customer approval, perform operational test of the system including unit transfer and battery discharge. 5. Calibrate and record all electronics to system specifications. 6. Check or perform Engineering Field Change Notices(FCN)as necessary. 7. Measure and record all low-voltage power supply levels. 8. Record phase-to-phase input voltage and currents. j 9. Review system performance with customer to address any questions and to schedule any repairs. 10. Check power capacitors for swelling or leaking oil. (if applicable) it. DC capacitor vent caps that have extruded more than 1/8". (if applicable) 12. Measure and record harmonic trap filter currents. (if applicable) aattery Inspection Service-Performed During the UPS Semi-Annual and Annual PM Services. i 1. Check integrity of battery cabinet(if applicable). 2. Visual inspection of the battery cabinet and/or room to include: 1. Check for NO-OX grease or oil on all connections (if applicable). 2. Check battery jars for proper liquid level(if flooded cells). 3. Check for corrosion on all the terminals and cables. 4. Examine the physical cleanliness of the battery room and jars. 3. Measure and record DC bus ripple voltage (if applicable). 4. Measure and record total battery float voltage. Notel: Preventive Maintenance usually requires a shutdown to ensure electrical connection integrity. Note2: Customer should check air filters monthly for cleanliness and replace as necessary. Note3: Above maintenance does not include System Control Cabinet, Power Tie, Breaker Cabinets, Load Bus Sync or Maintenance Bypass Cabinets. Note4: The Battery Inspection Service listed above is only a visual inspection and is not intended to replace a full preventive maintenance program for the battery system. Progress billing: For all projects involving capacitor replacement, progress payments will apply. Invoices will be issued per the following project milestones: Milestone Payment Due Shipment of capacitors Total amount for capacitors and freight Completion of installation and testing Balance of project price I i ® A r i Order Number:Q02160829 �i Purchase Order must be assigned to: Payment remittance address: Emerson Network Power. Liebert Services, Inc. Emerson Network Power, Liebert Services,Inc. 610 Executive Campus Dr PO Box 70474 Westerville OH 43082 Chicago, IL 60673 FID#43-1793453 PO should be e-mailed or faxed with signed proposal to: Emerson Network Power, Hebert Services,cto JOSEPH SETTERBERG Attn: JOSEPH SETTERBERG Email:Joseph.Setterberg@Emerson.com j Fax:+ 1206 763 6700 Please complete the following information (All fields are required): Purchase Order Number: Purchase Order attached: ❑Yes ❑No If PO NOT attached,please specify reason: Invoice Delivery Method: ❑Web Billing(Attach Instructions) ❑Mail ❑Other ❑Accounts Payable Email @ Billing Contact Person: Phone: Email: Fax#: Bill-To Company Name: Bill-To Address: Federal Tax ID# Bill-To City, ST Zip: Tax Exempt: ❑Yes(Attach tax exempt certificate) ❑ No Site Services/lT Contact Person: Phone: *"COVERAGE DETAILS`* For equipment not cavently under a service Agreement orfor equipment for which the warranty has expired in excess of thidyeD days,parts required to bring equipment back to manufacturers specifications are the responsibility of the Buyer and billable atthe lime of the first preventive maintenance visit or Service call. All pricing is valid only for Service coverage stated and is subject to change if this Proposal is modified In anyway. This Proposal is valid for 45 days from the date of this Proposal unless otherwise noted. By acceptance of this Proposal,Buyer expressly manifests i s assent to the Terms and Conditions of this Proposal, and agrees that if any provision of Buyers Order of other document or communication from Buyer is inconsistent with any provision of these Terms and Conditions,regardless of the order or timing of the exchange of such document or communication,these Terms and Conditions shall prevail. Signature of this agreement authorizes Seller to invoice for Services mentioned herein and to utilize the provided purchase order number. If a purchase order number is not used,then the Buyer authorizes and guarantees Seller the payment of such Invoices by authority of the signature below. Thank you for your business. Proposed By: Accepted By: rIad,&" etteir.�vui 8 July 2014 _ JOSEPH SETTERBERG Date Buyer Signature Required Date Printed Name Title Phone i i EXHIBIT B Insurance Requirements KENT=} \snout.,Ir k City of Kent July 30, 2014 I I II Nsurance The Contractor shall procure and maintain for the duration of the Agreement, Insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Miinimurn Scope of Insurance j Contractor shall obtain insurance of the types described below; 1. Automoblle._Llpbility insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or, a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising Injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 1:1 85. The City shall be named as an insured under the Contractor's Commercial General Liability Insurance policy with respect to the work performed for the City using ISO additional Insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers'_Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 10, Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. I 2. Commercial General Liability insurance shall be written with limits no Tess than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. i i C. Other trnsuraence Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance; i 1, The Contractor's insurance coverage shall be primary Insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3.. The City of Kent shall be named as an additional Insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance, The City reserves the right to receive a certified copy of all required Insurance policies. The Contractor's Commercial General Liability Insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability, D. AAccept abillity of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. F. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. i F. Subcontractors Conti actor shall include all subcontractors as Insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. i Clarifications/Supplement To: Buyer:City of Kent Agreement:Goods and Services Agreement Seller:Emerson Network Power,Liebert Services,Inc. Proposal#:QO2146960/QO2160829 I Buyer a nd Seller agree to modify the above-referenced Agreement as follows: 1. INDEMNITY/LIMITATION OF REMEDY AND LIABILITY/WARRANTY: Seller agrees to indemnify, hold harmless and defend Buyer against any third party claims for personal injury,death or tangible property damage resulting from Seller's negligence,reduced to the extent of any other party's negligence, provided Seller is provided reasonable notice regarding such claim and has the sole right to select and direct counsel and settle the claim. THIS INDEMNIFICATION OBLIGATION IS NOT SUBJECT TO THE LIMIT OF LIABILITY DESCRIBED BELOW. NEITHER PARTY SHALL BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND THE REMEDIES OF THE PARTIES SET FORTH HEREIN ARE EXCLUSIVE, IN NO EVENT SHALL A PARTY'S LIABILITY TO THE OTHER AND/OR ITS CUSTOMERS EXCEED $300,000.00 FOR THE SPECIFIC GOODS/SOFTWARE,SERVICES OR PARTS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. THE PARTIES AGREE THAT NEITHER PARTY SHALL BE LIABLE FOR 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. 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 USED IN THE PERFORMANCE OF SERVICES ARE FURNISHED AS-15,WHERE-15,WITH NO WARRANTY WHATSOEVER. THE WARRANTIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER 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. Goods,Services or Parts sold hereunder are not for use in any nuclear safety applications or within the containment area of a nuclear facility or in medical applications where the services or parts have potential for direct patient contact or where a six(6)foot clearance from a patient cannot be maintained at all times. Goods,Services or Parts sold hereunder may not be used in applications involving life-sustaining or life-supporting devices without prior notice and written approval of Seller. 2. INSURANCE. Seller may self insure, 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. 3. PAYMENT TERMS PRICE WARRANTIES AND RENEWAL Payment shall be Net Thirty(30) Days from the date of Seller's invoice. If performing Services,Seller shall invoice annually in advance.Any reference to price warranties,automatic contract renewal,or most favored customer status is hereby deleted. 4. OTHER COMMERCIAL REQUIREMENTS Seiler shall only comply with its own background check and drug and alcohol testing policies, and any reference to Seller being bound to any other background check or drug or alcohol testing requirement is hereby deleted. Seller shall comply with Buyer's safety and site requirements provided Seller,in its sole judgment,deems the requirements reasonable. BUYER SELLER r Paula r• , Date. Signature:_Rojas -_Date: August LStl',2014 )7 f' L�. Name/Title: P21L1 Name/Title: ?( {1�a_g�CQgLC1GSSayS7,jJ],j.5tys1(C3C_ i I IIII I ENP Clarification Sheet 022812 Page 1 of 1 City of Kent PurchaseOrder Order#: 117516 OP Order number must appear on all invoices, packages, etc. Order Date: 8/1/2014 was rrir+oron This document is hereby deemed a valid purchase order and authorizes the procurement Ordered By: Martha F Gonzalez of the materials and/or services indicated. Please let us know immediately if you are unable Info Tech-Tech Services to ship the complete order. Ship to: City of Kent Bill to: City of Kent Vendor: 38221 Information Technology Accounts Payable Emerson Network Power Liebert Svcs, Inc. 400 West Gowe Street 220 4th Avenue South 610 Executive Campus Drive Suite 122 Kent, WA 98032 Westerville, OH 43082 Kent, WA 98032 Phone: (253) 856-5230 Payment Terms Net 30 Line Item 9 Description Quantity Unit Cost Ext. Cost Sales Tax Total Cost 1 UPS Maintenance(City Hall)18/1/14-12/31/14-Q02160829 1 7,860.27 7,860.27 746.73 8,607.00 2 UPS Maintenance(City Hall) 1 111/1 5-7/3111 5-QO2160829 1 11,014.73 11,014.73 1,046.40 12,061,13 I I Approved by: Carrington, Michael Charles Subtotal: 18,875.00 Mayor's Signature: Sales Tax: 1,793.13 (Required for contracts over$10,000) 1 Total: 20,668.13 PurchaseCity of Kent C r Order#: 1175150P T Order number must appear on all invoices, packages, etc. Order Cate: 8/112014 WASMINeTON This document is hereby deemed a valid purchase order and authorizes the procurement Ordered By: Martha F Gonzalez of the materials and/or services indicated. Please let us know immediately if you are unable Info Tech-Tech Services to ship the complete order. Ship to: City of Kent Bill to: City of Kent Vendor: 38221 Information Technology Accounts Payable Emerson Network Power Liebert Svcs, Inc. 400 West Gowe Street 220 4th Avenue South 610 Executive Campus Drive Suite 122 Kent, WA 98032 Westerville, OH 43082 Kent, WA 98032 Phone: (253) 856-5230 Payment Terms Net 30 Line item # Description Quantity Unit Cost Ext. Cost Sales Ta i Total Cost 1 1395306/1395309 UPS Maintenance(Fire Sta. 74)l 811/14-12/31/14-Q02146960 1 1,978.50 1,978.50 187.96 2,166.46 2 1395306/1395309 UPS Maintenance(Fire Ste. 74)l 1/1115-7/31/15-Q02146960 1 2,772.50 2,772.50 263.39 3,035.89 i1 I l Approved by:Carrington, Michael Charles Subtotal: 4,751.00 Mayor's Signature: Sales Tax: 451.35 (Required for contracts over$10,000) Total: 5,202.35