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Home My WebLink About2017-27852.017-2785 TM collaborative solutions. unmatched training. OCT 17 2016 Ak, A"' HAme, 1ca City Finailst, Www'A80080CIVI'd e.0 "QQQQQ= ii�� A PROPOSAL #: MN2016090084 Technical Support Agreement Service Account Manager: Jerome Bakke 9/14/2016 ROCKY MOUNTAIN: 8167 SouthPark Circle, Littleton, CO 80120 (303) 733-2300 24/7 service 1-800-372-8837 CALIFORNIA: 1370 Reynolds Ave., Suite 103, Irvine, CA 92614 (949) 271-2837 www.setpointsystems,com MINNESOTA: 1831 — 121st Street East, Burnsville, MN 55337 (612) 259-3440 infoOsetpointsystems.com NUMBER: MN2016090084 DATE: 9/14/2016 SUBMITTED TO: Eric Hanson - Facilities Maintenance Supervisor City of Columbia Heights 590 40th Ave. NE Columbia Heights, MN 55421 PROJECT: City of Columbia Heights Library TSA Dec 2016 - Dec 2017 $2,795.00 $215.00 Dec 2016 - Dec 2018 $4,950.00 $198.00 Dec 2016 - Dec 2019 $6,549.00 $177.00 *Please mark the Selected Term for this agreement EFFECTIVE DATE SHALL BE THE FIRST OF THE MONTH FOLLOWING CUSTOMER SIGNATURE DATE BELOW PERIODIC BILLING FREQUENCY: Monthly REMARKS: Setpoint Systems will provide the services listed in accordance with the attached TECHNICAL SUPPORT AGREEMENT, which includes: • System Hardware, Firmware and Software Services • Attachment A - Equipment List • Attachment B - Technical Support Tasks • Attachment C - IT Technical Support Tasks • Terms and Conditions Jerome Bakke, Service Account Manager APPROVED BY: A,"" �'� Aaron Nahale, President Date Form Effective 4/25/2016 Setpoint Systems Corporation 2 rr••� SYSTEM HARDWARE, FIRMWARE AND SOFTWARE SUPPORT Setpoint Systems Corporation (Setpoint Systems) will provide the services listed herein to The City of Columbia Heights (as known as the customer) on the Building Automation System (BAS) described in the attached list of Maintained Hardware, Firmware and Software by a factory trained service representative. . • • Phone and /or Internet and Web access Setpoint Systems will respond via Phone and /or web or internet within ONE (1) hour after initial notification by an authorized representative of the customer's facilities operations team. If the Setpoint Systems' Technician determines a site visit is required to complete diagnostics or to make corrections, Setpoint Systems will be on -site within TWENTY -FOUR (24) hours of the call. Service calls are subject to the labor rates described herein - See Service Rates. System Consultation Setpoint Systems will provide telephone consultation to the customer regarding system hardware and software operation and database changes. Phone consultations will not exceed fifteen (15) minutes. Corrective maintenance and system repairs of other Setpoint Systems' contract customers shall take priority over remote web access and /or phone consultations. r Setpoint Systems will document each on -line service call and furnish a copy showing time, date, operator, and a brief description of the activity along with recommendations (if any) to the customer. On -Line Equipment Setpoint Systems will remotely log into a system providing the customer has an existing modem or web capabilities software via an approved network login provided to Setpoint Systems by the customer. Internet] eb Access The customer shall maintain and be responsible for the cost of any web access requirements connected to and /or required to maintain and troubleshoot the Setpoint Systems' Building Automation System (BAS). Form Effective 4/25/2016 Setpoint Systems Corporation 3 I ON-SITE SERVICE & TECHNICAL SUPPORT I Technical support shall be performed in accordance with a program of standardized routines. Components suspected of being faulty may be repaired or replaced at Setpoint Systems' option to restore system integrity. Setpoint Systems will document each on -site service call and /or TSA visit in the Setpoint Systems provided Log Book on site showing time, date, operator, and a brief description of the activity along with recommendations (if any). Setpoint Systems will back up the system's database, including the host and each field computer on each visit. In the event of memory loss on any of the servers /computers (Operator Workstation - OWS), Setpoint Systems will reload the affected databases from the current backup copy that is stored in the Log Book. In addition to performing the Technical Support Agreement (TSA) tasks described herein, a Setpoint Systems' Account Manager will be available on a regular basis for system consultation, energy management recommendations; system upgrades strategies, performance reviews, and other system and TSA consultation. Setpoint Systems will inform the customer of all applicable software /firmware revisions to the system within its functional capabilities. Setpoint Systems will, when necessary and approved, upgrade firmware /software at the preferred discount rates during the TSA period. Operator Training Setpoint Systems' training program includes on -site and in -house training as defined below: Unlimited FREE training is provided per Setpoint Systems' training schedule to be available at Setpoint Systems' Colorado corporate office, or at the branch offices in California and Minnesota. Classes will be hands -on, two -day classes taught by factory- trained instructors. Class material and lunch will be provided. To achieve your desired level of operator competency, customer may schedule as many people as necessary for training at the Setpoint Systems' Corporate office at no additional costs. Additional and /or onsite training can be provided at Setpoint Systems' TSA discount rates. /agreement Coverage Reviews The Technical Support Agreement performance will be reviewed with the customer annually. The review will include a summary of the past years activity under the contract and an evaluation of the coverage required to meet customer's needs. Suggestions for a change in coverage or other improvements will be discussed. Form Effective 4/25/2016 Setpoint Systems Corporation 4 I CONTRACT TERMS I �i�� \b ^a�l y��y.• `'� \1.; a \.�\ ",k: �:`4 � 11..:, ��YJ S�',.`w.,4`��„}�a\.�\�� 1��fid��' ��', � �, nµ.lA `:�w� U24. � u Description of Service � jp;�y� „l "� jl;�., Y \. Na\ -'vS. \!.�.,"��11��'��U�,�"\��1N \ ,:�1 , :��'. n 4,_ "�a+?. C . � e ^ . ,v�., h�n v' � #ti. �" "..;` "� ,• b ". Scheduled TSA visits Four (4) Quarterly visits per calendar year - no TSA Visits in 2016 for this contract Emergency Service Service Rates Apply see below TSA Contract Review Annuall Phone and /or web access service Service Rates Apply see below Parts Customer qualifies for list price less 50% on all Delta components. Contract Renewal Terms This contract shall be in effect for the option selected by this agreement, commencing after its determined start date. It will automatically be renewed after the execution of this agreement unless either terminates it with a written notice thirty (30) days prior to anniversary date. This agreement does not include new equipment that may be added during the term of the TSA agreement. New equipment may be added at an additional agreed upon cost. Service Calls Rates include: • 1 1/2 times standard rate for non - business hours • 2 times standard rate for Sundays and holidays • 1 hour minimum portal -to- portal charge for site visits • 2 hour minimum on -site charge for site visits • Mileage charge of $.76 per mile to and from the customer location from the Setpoint Systems' local office • Taxes are based upon local requirements • Freight is added to the total cost of an order when identified * Phone consultations exceeding fifteen (15) minutes will be billed in 'h hour increments. Form Effective 4/25/2016 Setpoint Systems Corporation 5 Devices covered under this TSA agreement include: Delta Controls Equipment and interfaces to 3rd party equipment at the City of Columbia Heights Library. Form Effective 4/25/2016 Setpoint Systems Corporation 6 Control Loops: ■ Review setpoints • Review database setup • Interview end -user comfort and operations • Tune control loops, as required • Multiple point trend log, measure variables, setpoint, controlled device Trend Logs: • Review database setup and reporting • Verify system scanners • View trend logs: single, multiple point displays Alarms: N Review alarm reports • Review database setup and reporting • Review alarm messaging • Review alarm priorities Scheduling: ■ Interview end -user for proper start /stop times ■ Review databases Form Effective 4/25/2016 Setpoint Systems Corporation 7 Hardware • • • Hardware Validation and Inspections Rotating Schedule of Sample Tasks: General- Visual Inspections: • '71'erform System Diagnostics: • Check all panels • Check for panel drawings • Check all panel terminations • Check all connectors: Power, PC, Printer, RS485, ModBus, RS232, Ethernet, etc. • Check for tagging • Check indication lights operational: • Power "on" switch light • CPU control light • Scan rate light • VDC power light • Log in light • Output indication light • Input indication light • HOA switches in "Auto" position Review On -Site Logbook: • Program Changes • Setpoint Changes • System database backups • Problems • Successes • Check and Test PC: • Clean screen(s) • Visual display is clear • Cable connections • Operating System diagnostics I Perform System Diagnostic Testing Print system reports Report all errors and recommendations Report all errors and recommendations Backup database and provide back -up media Check MT for 60 objects Form Effective 4/25/2016 Setpoint Systems Corporation 8 System End-to-End Integrity Tests: Rotating schedule of sample point checks: • Check operations ■ Check calibration and re-calibrate, if required ■ Check database for setup Analog Inputs: ■ Check operations • Check calibration and re-calibrate, if required • Check database for setup Digital Outputs: ■ Check operations by point commanding ■ Check calibration and re-calibrate, if required • Check database for setup Analog Outputs: ■ Check operations by stroking device via point commanding • Check stroke and seating and re- calibrate, if required ■ Check database for setup Pulse Points: ■ Check operations ■ Check calibration and re-calibrate, if required • Check database for setup Form Effective 4/25/2016 Setpoint Systems Corporation 9 Updates: 8 OS Service Pack Verification/Installation • Controls Software Update Recommendations; proposal provided bv customer's Account Manager • Virus Definition Update Verification Performance: " PC Performance Optimization 9 Sarver Performance Optimization = (]5 Startup Optimization = Network Performance Optimization 0 Check log book Log Book: ° Address and log all items performed on call in addition to recommendations Form Effective 4/%5/2010 gatpoint Systems Corporation 10 TERMS i, CONDITIONS By accepting this Proposal, Purchaser agrees to be bound by the following terms and conditions: 1. SCOPE OF WORK. This proposal is valid for 60 days from date of proposal. Beyond that time Setpoint reserves the right to revise any or all portions of it. This proposal is based upon the use of straight time labor only unless stated otherwise in this proposal. Plastering, patching and painting are excluded unless stated otherwise in this proposal. "In- line" duct and piping devices, including but not limited to valves, dampers, humidifiers, wells, taps, flow meters, orifices, etc., if required hereunder to be furnished by Setpoint Building Technologies Group (Setpoint), shall be distributed to and installed by others under Setpoint's supervision but at no additional cost to Setpoint. Purchaser agrees to provide Setpoint with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) without charge. Setpoint agrees to keep the jobsite clean of debris arising out of its own operations. Purchaser shall not back charge Setpoint for any cost or expenses without Setpoint's written consent. Unless specifically noted in the statement of the scope of the work or services undertaken by Setpoint under this agreement, Setpoint's obligations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal or disposal of environment Hazards or dangerous substances, to include but not to be limited to asbestos, PCBs, or mold discovered in or on the premises. Any language or provision of the agreement elsewhere contained which may authorize or empower the Purchaser to change, modify or alter the scope of work or services to be performed by Setpoint shall not operate to compel Setpoint to perform any work relating to Hazards without Setpoint's express written consent. 2. INVOICING & PAYMENTS. Setpoint may invoice Purchaser for all materials delivered to the job site or to an off -site storage facility and for the work performed on -site and off -site. Purchaser agrees to pay Setpoint amounts invoiced upon receipt of invoice. Waivers of lien will be furnished upon request, as the work progresses; to the extent payments are received. If Setpoint's invoice is not paid within 30 days of its issuance, it is delinquent and Setpoint shall add 1 per month interest onto delinquent amounts. 3. MATERIALS. If the materials or equipment included in this proposal become temporarily or permanently unavailable, the time for performance of the work shall be extended to the extent thereof, and in case of permanent unavailability, Setpoint shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonable substitute therefore. 4. WARRANTY. Setpoint warrants that the equipment manufactured by it shall be free from defects in material and workmanship arising from normal usage for a period of one (1) year from delivery of said equipment, or if installed by Setpoint, for a period of one (1) year from the installation date. Setpoint warrants that for equipment furnished and /or installed but NOT manufactured by Setpoint, Setpoint will extend the same warranty and terms and conditions, which Setpoint receives from the manufacturer of said equipment. For equipment installed by Setpoint, if Purchaser provides written notice to Setpoint of any such defects within thirty (30) days after the appearance or discovery of such defect, Setpoint shall, at its option, repair or replace the defective equipment and return said equipment to Purchaser. All transportation charges incurred in connection with the warranty for equipment not installed by Setpoint shall be borne by Purchaser. These warranties do not extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been properly and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THOSE OF MERCHANABILITY AND FITNESS FOR A SPECIFIC PURPOSE. 5. LIABILITY. Setpoint shall not be liable for any special, indirect, or consequential damages arising in any manner from the equipment or material furnished or the work performed pursuant to this agreement. 6. TAXES. The price of this proposal includes duties, sale, use, excise or other similar taxes unless required by federal, state or local laws unless stated otherwise in this proposal. Purchaser shall pay, in addition to the slated price; all taxes not legally required to be paid by Setpoint or, alternatively, shall provide Setpoint with acceptable tax exemption certificates. Setpoint shall provide Purchaser with any tax payment certificate upon request and after completion and acceptance of the work. 7. DELAYS. Setpoint shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond Setpoint's control, including but not limited to acts of God, fire, riots, labor disputes, conditions of the premises, acts or omissions of the Purchaser, Owner or other Contractors or delays caused by suppliers or subcontractors or Setpoint, etc. 8. COMPLIANCE WITH LAWS. Setpoint shall comply with all applicable federal, state, and local laws and regulations. All licenses and permits required for the execution of the work shall be obtained and paid for by the purchaser unless stated otherwise in this proposal. 9. DISPUTES. All disputes involving more than $15,000 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The prevailing party shall recover all legal costs and attorney's fees incurred as a result. Nothing here shall limit any rights under construction lien laws. 10. INSURANCE. Insurance coverage in excess of Setpoint's standard limits will be furnished when requested and required and at Setpoint's discretion the costs of this additional insurance may be passed on to the Purchaser. No credit will be given or premium paid by Setpoint for insurance afforded by others. 11. INDEMNITY. The Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including attorney's fees which may arise in connection with the execution of the work herein specified and which are caused, in whole or in part by the negligent act or omission of the indemnifying Party. Form Effective 4/25/2016 Setpoint Systems Corporation 11 12. OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act (OSHA) relating in any way to the project or project site. 13. ENTIRE AGREEMENT. This proposal, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings. 14. CHANGES. No change or modification of any of the terms and conditions stated herein shall be binding upon Setpoint unless accepted by Setpoint in writing. 15. SEVERABILITY. If one or more of the provision of this agreement are held to be unenforceable under laws, such provision(s) shall be excluded from these terms and conditions and the remaining terms and conditions shall be interpreted as if such provision were so excluded and shall be enforced in accordance to their terms and conditions. Form Effective 4/25/2016 Setpoint Systems Corporation 12