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091-19 - Rockwell Automation/North Coast Electric - ContractContract No. 091-19 r lop d1w dew � dW ® dw ap &W 410 4. d "W _ City of Port Orchard Port Orchard, Washington ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE 2ACOBA-CBO-106 03 DECEMBER, 2019 PRESENTED TO: Mike Deline CITY OF PORT ORCHARD 1535 Vivian Ct Port Orchard, Washington 98367-6400 PRESENTEDBY: Rockwell Automation 15375 SE 30TH Place Suite 150 Bellevue, WA 98007 Brian Stanton North Coast Electric Co 2424 8Th Ave S Seattle, WA 98134-2005 _ Rockwell Automation expanding human possibility dZ Allen-Bradley Facto k City of Port Orchard Rockwell ROCKWELL AUTOMATION SERVICES AGREEMENT C�4� BUDGETARY QUOTE Automation 2AC0BA-CB0-106 Table of Contents 1 ROCKWELL AUTOMATION STATEMENT OF WORK FOR SERVICES ....................................... 2 1.1 Statement of Work Summary ............................................................................................................ 2 1.2 TechConnect Support Agreement..................................................................................................... 2 1.2.2 TechConnect Support Information.................................................................................... 3 1.2.3 Changes to Agreement.................................................................................................... 4 1.2.4 Product Coverage Exclusions.......................................................................................... 4 1.3 Customer Responsibilities................................................................................................................. 4 1.3.1 Single Point of Contact .............................................. ............... :...... ................................ 5 1.3.2 Maintenance, Electrical, and Operations Staff................................................................. 5 1.3.3 System Maintenance and Use......................................................................................... 5 1.3.4 Access to the System...................................................................................................... 5 1.4 Assumptions, Clarifications and Exceptions...................................................................................... 5 1.5 Rockwell Automation Commitment for Sales Through Distribution................................................... 7 2 NORTH COAST ELECTRIC COMMERCIAL TERMS....................................................................12 2.1 Pricing Summary ............................................................ ............................ ..................................... 12 2.2 Invoicing Schedule.......................................................................................................................... 12 2.3 Purchase Order Instructions...............................................................,.,..........................................12 2.4 North Coast Electric Co Terms and Conditions of Sale..................................................................:12 The information contained in this document consists oftectimcal, commercial and/or financial information which is confidenlial and proprietary to Rockwell Automation, Inc This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation of this document. The recipient agrees to return the document to Rockwell Automation upon request. Copyright ® 2019 Rockwell Automation, Inc, All Rights Reserved Page 1 STANDARD-en(V3.0) .11 Rockwell Automation City of Port Orchard ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE 2AC0BA-CB0-106 1 Rockwell Automation Statement of Work for Services 1.1 Statement of Work Summary The service(s) included in this Statement of Work are as follows: Term Based Contracts Included: Tech Connect Support Agreement 1.2 TechConnect Support Agreement This TechConnect Support Agreement ("Agreement") will allow your plant to be connected to Rockwell Automation's world -class phone and electronic technical support. Rockwell Automation's technical support team provides assistance with installing, configuring and maintaining equipment and software, obtaining current software updates, diagnosing and fixing operating problems, or performing basic programming tasks. 1.2.1,1 TechConnect Support Levels Product Family Description 9800-DC8AUTOA Automation Control Hardware Table 1: TechConnect Support Levels 1.2.1.2 Product Coverage Details Support Level Product Support Service Level M-F 8-5 or 24x7x365 Rockwell Automation will provide TechConnect Support coverage to Customer for the Rockwell Automation Product Families & software serial numbers listed below. Hardware Type Automation Control Hardware Product Family & Software Serial Numbers 9800-ECAUTOA 9324-RL0300ENE 1012514069 1012520173 1012520174 9324-RLD300ENM 1203192181 1203199671 9701-VWSTMENE 1564144508 1564154307 1564154308 Description Automation Control Hardware RSLogix 500 Standard Edition Software RSLogix 500 Standard Edition Software RSLogix 500 Standard Edition Software Studio 5000 Standard Edition MED SIW Studio 5000 Standard Edition MED SIW FT View Studio for ME EN sfw FT View Studio for ME EN sfw FT View Studio for ME EN sfw No. Of Devices I 4 Install Count The information contained in this document consists of technical, commercial and/or financial information which is confidential and proprietary to Rockwell Automation, Inc. This information is lumished in conridence and with the understanding that it may not he disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation of this document. The recipient agrees to return the document to Rockwell Automation upon request. Copyright 0 2019 Rockwell Automation, Inc, All Rights Reserved page 2 STANDARD-en(V3.0) City of Port Orchard ���kW�� ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE Automation 2ACOBA-CBO-106 Note: If changes to the TechConnect Support Product Coverage Details above are required, please contact your local Rockwell Automation sales office or Allen-Bradley® authorized distributor to request an updated quote. 1,2.2 TechConnect Support Information 122.1 TechConnect Support Options Rockwell Automation offers progressive levels of support to meet your business needs; see table below for all available support level options. Please refer to Table 1: TechConnect Support Levels regarding support levels included in this Statement of Work. As often as your needs require, you can contact Rockwell Automation technical support engineers for real-time phone support. Our engineers have deep knowledge of our products, software and legacy hardware and can use remote desktop technology to help troubleshoot or assist in the configuration of products quickly. Product Support includes the support elements of Self -Assist Support, and the following support elements: Real -Time, Product -Level Support Standard product and programming software / Telephone and live chat support available in 20 languages / Remote Product Support desktop troubleshooting Training Advisor An online assessment tool to help you determine the knowledge of your workforce and to build a tailored training plan Software Maintenance II Software update media / Emergency software replacement Genius Webinars Extend and apply knowledge gained via access to on -demand library of online technical seminars 1.2.2.2 Definitions of Common Terms Used in Services Technical Phone Support: Rockwell Automation phone support provides technical assistance for installation, configuration, troubleshooting, diagnosis, basic instruction programming and best practice recommendations. With an unlimited phone support agreement, Customer can call as often as needed throughout the term of your Agreement. Standard hours of coverage are 8:00 AM to 5:00 PM Monday — Friday (based on your local calling time; Rockwell Automation observed holidays excluded). Information on Rockwell Automation observed holidays can be found via the Knowledgebase in article #819086 (https://rockwellautomation. custhelp.com/app/answers/detail/a_id/819086). Case Handling: Rockwell Automation handles cases that require further investigation as a priority with automatic escalation procedures, and call Customer back to provide a progress update if an answer is not immediately available. Case Resolution Follow-up: For cases where Rockwell Automation could not confirm resolution on the initial call, Customer will receive a proactive follow-up within one business day (target response) to confirm that the problem was resolved or continue troubleshooting, if necessary. 1.2.2.3 Product Families Rockwell Automation groups products into product families, making it simpler to deliver integrated support for hardware and software, including older and discontinued products. The lists available at the following link are not comprehensive; however, they illustrate how products are classified. TECHCONNECT PRODUCT FAMILY COVERAGE hUp://literature.rockwellautomation.com/idc/groupsAiterature/documents/sp/gmsc-spO2l _-en-p.pdf The information cordamedih this document consists of tochrnicA commercial awkr "andatmhrrmalbn whkb is cgnlidanlialarid proprietary to RackwOAutomation, Inc. This information is furnished in confidence and with the understanding that it may not he dsetosed to Ihirdpadles or reproduced orusad, in wlwle or In part, &any purpose olherthan evaluation orlhls dncumenr. The reciplentagrees to return the document to Rockwell Automation upon request. Copyright 0 2019 Rockwell Automation, Inc, All Rights Reserved Page 3 STANDARD-en(V3 0) Rockwell Automation 1.2.3 Changes to Agreement 1.2.3.1 Upgrade Options City of Port Orchard ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE 2AC0BA-CB0-106 Updates to existing TechConnect Support Agreement and/or upgrades must be custom quoted by Rockwell Automation. Customer has the following upgrade options: Coverage Level: Product and System Support agreements can be upgraded to 24x7x365 coverage (e.g., 8:OOAM — 5:OOPM to 24x7x365), which provides the option to call at any time, including weekends and holidays. Support Level: Customer may upgrade support levels (e.g., Product Support to System Support) during the term of an existing agreement. 1.2.3.2 Changes to Scope In the event that Customer closes or sells a plant and moves supported equipment and software to another Customer facility, the TechConnect Support Agreement can be transferred. 1.2.3.3 Reinstatement Policy If a Customer does not renew their contract until after the expiration date of the contract, the Customer has the following options to reinstate their support: a. If an agreement is not renewed on time and it has been less than 12 months since expiration, the renewed agreement will be backdated to the original expected start date and a 10% feel will be added to the cost of the renewal. b. If an agreement is not renewed on time and it has been longer than 12 months since expiration, the support agreement will be priced as a new agreement with current price levels and any previous discounts will not be applied. c. For software packages that are removed from support and later reinstated, often referred to as "frozen" and "unfrozen", a 30% premium will be applied to each piece of software which carries a fee for maintenance as part of the TechConnect program. Note: There is a grace period of 10 days after the date of the Agreement expiration during which Customer can still access support. If Customer renews after the expiration date of the Agreement, the policy above applies regardless of this grace period. 1.2.4 Product Coverage Exclusions Rockwell Automation products excluded from TechConnect Support coverage under this Agreement (if applicable) are listed below: No exclusions apply; all of Customer's currently registered Rockwell Automation product is included in coverage. Please refer to Product Coverage Details. 1.3 Customer Responsibilities t If Customer's TechConnect Support Agreement has never included support for the product family in question, then the commercial "waive reinstatement" program applies for the respective packages. The inloimalkc n contained in kus documanf consists of terhnicaf, commorc+al andlw Imarrc+al Infonnatlon which is confidential and propnaiary to RxkweflAutomation, Inc. This nfomra0on is Wished in ca tfdance and with the understanding That k may not he d+sclosedfo third paRres or mpmducod or used, in w aja ar+n pert, ter soy p41rpo60 other than evak+aaa+ ofthis dOGOMent The necWent agrees to return the documnn+to RockmilAutornaedn upon request. Copyright © 2019 Rockwell Automation, Inc, All Rights Reserved Page 4 STANDARD-en(V3 0) . Rockwell Automation 1.3.1 Single Point of Contact City of Port Orchard ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE 2AC0BA-CB0-106 Customer to appoint a representative responsible for communicating and explaining support program entitlements and methods of obtaining support. This includes verification of supported software licensees, reviewing all available software upgrades and revisions for Customer with Rockwell Automation Technical Support, and delivery of Welcome Kit materials to potential users of support. Utilize Welcome Kit details. Always use the phone number and authorization number provided in the Welcome Kit to ensure the quickest response time. 1.3.2 Maintenance, Electrical, and Operations Staff Customer will provide dedicated and available appropriate personnel knowledgeable in the process, operation, control system, and facility layout to assist Rockwell Automation Field Service Professional(s) during emergency service calls, scheduled or preventive maintenance visits, and/or system start-up and commissioning activities. They will remain onsite and available as necessary for safety reasons. 1.3.3 System Maintenance and Use Customer is responsible for (i) the overall performance and overall design of the machine or manufacturing system, including safety features failure modes; (ii) properly using, calibrating, operating, monitoring and maintaining the products and system consistent with all Rockwell Automation or third -party provided instructions, warnings, recommendations, and product and system documentation; (iii) ensuring that properly trained personnel use, operate and maintain the products and system at all times; (iv) staying informed of product updates and alerts and implementing all updates and fixes; (v) notifying Rockwell Automation of any problems with the products or system; and (vi) all other factors affecting the products or system that are outside of the direct control of Rockwell Automation. 13.4 Access to the System Customer will make the process and systems available to Rockwell Automation during mutually agreed upon scheduled service engagements for the purpose implementing the services and equipment described in this statement of work. 1.4 Assumptions, Clarifications and Exceptions The following assumptions, clarifications and exceptions have been made by Rockwell Automation in the development of this Statement of Work: Reference Assumptions Al Any elements not explicitly outlined within this Statement of Work are not included in the deliverables for this Rockwell Automation Services Agreement. A2 All aspects of mechanical electrical and process safety are requirements of Customer. A3 RoHS: Customer supplied/specified products will meet all applicable material restrictions as defined in RoHS. If it does not, Customer will notify Rockwell Automation prior to shipment of Customer supplied/specified products to Rockwell Automation. Customer will indemnify Rockwell Automation against any claim arising out of Rockwell Automation's use of Customer supplied/specifiedproducts, A4 SAFETY AND SUBSTANCE ABUSE: Rockwell Automation will comply with its own Substance Abuse Policy which meets the intent of the Drug Free Workplace Act and all other legal requirements regarding drug testing. A copy of this policy can be supplied upon request. A5 JOB SITE SAFETY: If the Rockwell Automation Field Service Professional deems any situation to be unsafe, Rockwell Automation may choose to refuse service. The following activities may occur: • Review customer plant safety policies and procedures The information contained in this document consists oftechnical, commercial and/or financial information which is confidential and proprietary to Rockwell Automation, Inc. This information is furnished in confidence and with the understanding that it may not he disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation of This document The recipient agrees to return the document to Rockwell Aulomaticn upon request. Copyright® 2019 Rockwell Automation, Inc, All Rights Reserved Page 5 STANDARD-en(V3 0) City of Port Orchard Rockwell ROCKWELL AUTOMATION SERVICES ARYEQUOTE �41 Automation 2AC0BA-CB0-106 • Survey work environment for personnel safety • Validate clearances for serviceability • Verify customer locked-out/tagged-out breaker feeding the equipment Obtain safety a ui ment from customer (if applicable) _ Clarifications C1 All documentation will be furnished in electronic format unless otherwise stated. C2 This quote does not include Customer specific requirements or onsite activities such as Customer or site specific safety training, background checks, international work visas, and copies of expense receipts. Rockwell Automation must be made aware of any such requirements prior to contract award. Costs for associated time and expenses incurred while complying with such requirements will be at Customer expense. _ C3 In compliance with Rockwell Automation safety policies, at no time will a Rockwell Automation Field Service Professional be allowed to work more than a maximum of 16 hours (including travel time) during any 24-hour period. Additional local work laws may vary by geographic region and may be applicable. C4 Standard Rockwell Automation working hours are Monday through Friday, 8am to 5pm. Any hours outside of these Standard working hours will be billed as follows: • 1.5 Times Standard Rate - Saturdays and any hours exceeding (8) on a weekday • 2.0 Times Standard Rate - Sunday hours and holidays. C5 MAXIMUM WORKING TIME: For safety compliance of the Rockwell Automation Field Service Professional and the Customer, the Rockwell Automation Field Service Professional will not work more than the country policy will allow(including travel time during any 24-hour eriod C6 If the Rockwell Automation Field Service Professional deems any situation to be unsafe, Rockwell Automation may choose to refuse service. C7 All mechanical and electrical installation of the supplied hardware is to be provided by others. C8 The functionality of any existing ❑ erat❑r devices and machine -mounted devices is the responsibility of Customer. C9 All mechanical work is to be installed and managed by Customer and their selected Mechanical Contractor. C10 Information Security Standards In the performance of all Work pursuant to this Agreement and Statement of Work, Customer and Rockwell Automation will comply with the following standards and practices: 1. Data Transmission Customer agrees that all transmission or exchange of sensitive data with Rockwell Automation shall take place via secure means (e.g., Rockwell Automation's SharePoint system; password -protected, using a complex password; encrypted WinZip sent via e-mail, or, for large files, Hightail File Transfer Service; Secure File Transfer Protocol (SFTP); physical media such as paper/DVD sent securely; or another equally secure means of transport). If Customer requires Rockwell Automation to use a Customer -specified system, the security of the data in transit and at rest once sent from Rockwell Automation is Customer's sole responsibility. 2. Customer -Provided Hard Disk If Rockwell Automation personnel are required to use Customer -provided hard disks, Customer agrees to provide the hard disk with designated backup and recovery processes and in encrypted form, using commercially supported or industry 'best of breed' open source encryption solutions. The Customer must use commercially reasonable efforts to ensure against introduction of any malicious software into Rockwell Automation's systems. These efforts include the implementation of security patches and antivirus or anti-malware solutions to remediate any vulnerabilities. 3. Remote Access Remote access by Rockwell Automation's personnel into Customer's control system(s) must be accomplished in accordance with either Customer or Rockwell Automation procedures, whichever is more stringent. If Customer The information contained in this document consists of technical, commercial and/or financial informalton which is confidenlial and proprietary to Rockwell Automation, Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation ofthis document The recipient agrees to return the document to Rockwell Automation upon request. Copyright m 2019 Rockwell Automation, Inc, All Rights Reserved Page 6 STANDARD-en(V3.0) City of Port Orchard Rockwell ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE Automation 2ACOBA-CBO-106 requires Rockwell Automation personnel to use Customer -specified procedures, the security of the connection/session is Customer's sole responsibility, and Customer is solely responsible for logging activities of all users accessing the Customer's system. Exceptions 1.5 Rockwell Automation Commitment for Sales Through Distribution General. This Commitment ("Commitment") covers purchase by Distributor's customer ("Customer") from Distributor of the hardware, and/or software (individually a "Product" and collectively "Products"), and/or services ("Services") and/or Products and Services described and integrated pursuant to this Statement of Work (collectively as integrated pursuant to the Statement of Work, the "Work") to be provided by Rockwell Automation, Inc. and/or its affiliates ("Rockwell Automation"). Its terms are integral to the Statement or Work. In other words, Customer purchases the Work subject to the terms contained in this Commitment (as well as other terms that may be included elsewhere in the Statement of Work). These terms apply directly to Customer and Rockwell Automation. Previously negotiated and signed terms and conditions with Customer that include provisions between Rockwell Automation and Customer that are intended to apply to the sale through distribution of Products, Services, and/or Work covered by this Commitment supersede these terms. Warranty. (a) Warranty for the Work: Rockwell Automation warrants to Customer for the lesser period of 18 months from delivery or 12 months from startup, that the Work will perform as stated in the Statement of Work and the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Work are in accordance with any standards set forth in the Statement of Work, Rockwell Automation's published specifications, and applicable recommendations of Rockwell Automation; and (2) the installation, adjustment, tuning, and start-up of the Work have been properly performed in accordance with Rockwell Automation's published specifications and any applicable recommendations of Rockwell Automation. Repaired or replacement Products provided pursuant to subparagraph (d) below are similarly warranted for the longer period of six months from date of shipment or the remainder of the original warranty term. (b) Products Warranty: Rockwell Automation warrants to Customer for the period of 18 months from shipment, that the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Product are in accordance with any standards set forth in the Statement of Work, Rockwell Automation's published specifications, and applicable recommendations of Rockwell Automation; and (2) the installation, adjustment, tuning, and start-up of the Product have been properly performed in accordance with Rockwell Automation's published specifications and any applicable recommendations of Rockwell Automation. Repaired or replacement Products provided pursuant to subparagraph (d) below are similarly warranted for the longer period of six months from date of shipment or the remainder of the original warranty term. (c) Services Warranty: Rockwell Automation warrants to Customer for a period of 30 days from the date services are provided that service shall be performed in a workmanlike manner conforming to standard industry practice. (d) Remedies: Remedies under this warranty will be limited to, at Rockwell Automation's discretion, replacement, repair, re - performance, modification, or issuance of a credit for the purchase price of the Products and/or Services involved, but only after Rockwell Automation's receipt of Customer's written notification of non -conforming Products, Services or Work and the return of such products pursuant to Rockwell Automation's instructions. Replacement Products, at Rockwell Automation's discretion, may be new, remanufactured, refurbished, or reconditioned. If the repair, re -performance, or replacement does not cure the defective performance, Customer may request emergency on -site service, which will be at Rockwell Automation's expense (consisting of time, travel, and expenses incurred by Rockwell Automation related to such services). If the defective performance is not due to warranted defects in the Products, Services or Work, the on -site service will be at Customer's expense. On -site warranty services performed at Rockwell Automation expense shall not include removal or reinstallation costs related to large-scale assemblies such as motors or transformers. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising from warranted defects. The information contained in this document consists of technical, commercial and/or financial information which is confidential and proprietary to Rockwell Automation, Inc. This information is fumished in confidence and with the understanding that it may not he disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation ofthis document. The recipient agrees to return the document to Rockwell Automation upon request. Copyright 0 2019 RockwellAulomation, Inc., All Rights Reserved Page 7 STANDARD-en(V3 0) City of Port Orchard Rockwell ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE Automation 2ACOBA-CBO-106 (e) General: Warranty satisfaction is available only if (a) Rockwell Automation is provided prompt written notice of the warranty claim, and (b) Rockwell Automation's examination discloses that any alleged defect has not been caused by misuse, neglect, improper installation, operation, maintenance, repair, alteration, or modification by other than Rockwell Automation, accident, or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment. (f) THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE. Disclaimer and Limitation of Liability. NEITHER ROCKWELL AUTOMATION NOR CUSTOMER WILL BE LIABLE TO THE OTHER FOR BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, DATA, OR THE LIKE (WHETHER DIRECT OR INDIRECT) OR FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S MAXIMUM CUMULATIVE LIABILITY TO EACH OTHER FOR ALL OTHER CLAIMS AND LIABILITIES WILL NOT EXCEED THE LESSER OF $1,000,000 OR THE COST OF THE WORK. ROCKWELL AUTOMATION DISCLAIMS ALL LIABILITY FOR TO GRATUITOUS ASSISTANCE PROVIDED BY ROCKWELL AUTOMATION BUT NOT REQUIRED BY THE STATEMENT OF WORK. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS THE FORM OF ACTION, WHETHER CONTRACT, TORT, OR OTHERWISE, AND EXTEND TO THE BENEFIT OF ROCKWELL AUTOMATION'S VENDORS AND APPOINTED DISTRIBUTOR. Software Licenses and Ownership. (a) Standard Software. Software comprised of firmware or standard software (including, but not limited to packaged software, Rockwell Automation's preexisting templates, models and library files, and commercially available software) (collectively "Standard Software") is subject to Customer's acceptance of additional terms and conditions set forth in separate Rockwell Automation or third -party click -wrap license agreements provided with such Standard Software. Such terms and conditions shall be the exclusive terms and conditions applicable to such Standard Software, excluding Customer's obligation to pay any license fee which shall be identified in the Statement of Work. (b) Documentation and Application Software. Rockwell Automation hereby grants to Customer a non-exclusive, non -transferable license to modify and use solely in conjunction with the Work all documentation and any Application Software created by Rockwell Automation as specified in the Statement of Work. Application Software includes application project files for control programming, design, configuration, and visualization in source code and/or scripting code created by Rockwell Automation under the Agreement for operational use with Rockwell Automation's Standard Software or the Customer's system as specified in the Statement of Work. Customer is solely responsible for its modifications to documentation and Application Software. Except for any Customer or third - party confidential information, Rockwell Automation retains all right, title, and interest to documentation and Application Software developed by Rockwell Automation. Customer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the Work from Customer. Customer may make an additional archival copy of such documentation and Application Software for backup. (c) In the absence of a separate Rockwell Automation license agreement for software provided by Rockwell Automation under a Statement of Work, Rockwell Automation hereby grants Customer a non-exclusive, non -transferable license to use such software solely in conjunction with the Work for the project identified in the Statement of Work without the right to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software (except for modifications of Application Software as set forth above). Ownership of the respective Rockwell Automation or third -party software shall remain with Rockwell Automation or the third party. (d) Ownership of Pre-existing Intellectual Property. Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, mask rights, and other intellectual property rights as it owned on the date of this Agreement. (e) No Other Licenses. Except as expressly set forth in this Agreement, no license under any patents, trademarks, copyrights, confidential information, trade secrets, mask rights, or other intellectual property rights is granted or implied by either party. The information contained in this document consists of technical, commercial androrfinancial information which is confidential and proprietary to Rockwell Automation, Inc This information is furnished in confidence and with the understanding that it may not he disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation of this document The recipient agrees to return the document to Rockwell Automation upon request. Copyright® 2019 Rockwell Automation, Inc, All Rights Reserved Page 8 STANDARD-en(V3 0) City of Port Orchard Rockwell ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE Automation 2AC0BA-CB0-106 Government Clauses and Contracts. No government contract clauses, specification, or regulations apply to the Work, Products, or otherwise to this Statement of Work except to the extent agreed in writing by Rockwell Automation. Confidentiality. (a) During the term of this Commitment and for a period of three years thereafter, each party will maintain in strict confidence all technical and business data and information disclosed by one party to the other that is marked "Confidential" and will not use or reveal such information without the prior written authorization of the other. (b) The obligations of confidentiality and non-use will not apply to information (i) that is published or becomes part of the public domain other than by means of a breach of this Commitment; (ii) that a party can prove by written documentation was known to it prior to disclosure by the other party; (iii) that a party subsequently rightfully receives from a third party without an obligation of confidentiality; (iv) that a party discloses to a third party on a non -confidential basis; or (v) that was independently developed by the receiving party. (c) Each party will take reasonable precautions to instruct its employees and consultants of its obligation under this section. Additionally, each party shall protect the exchanged information of the other against unauthorized use or disclosure with the same degree of care as it accords its own proprietary information of a similar type, but not less than reasonable care. (d) Disclosure of confidential information will not be precluded if it is: (i) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; provided, however, that the disclosing party will first have made a reasonable effort to obtain a protective order requiring that the confidential information be used only for the purpose for which the order was issued; or (ii) otherwise required by law. Delivery. Ex Works Rockwell Automation's plant or warehouse (per current Incoterms) or as otherwise specified in the Statement of Work (Delivery). In all cases, title transfers to Customer upon the earlier of Rockwell Automation's delivery to Customer or receipt by the first carrier for transport to Customer, except that title to all intellectual property rights associated with the Work remains with Rockwell Automation or its suppliers and licensors. Acceptance. (a) Acceptance of the Work occurs either (i) on the date the Work conforms to acceptance criteria in the Statement of Work or is otherwise beneficially used by Customer, but in no event later than 60 days from start-up or 120 days following Delivery whichever occurs first; or (ii) if no acceptance criteria is specified in the Statement of Work then acceptance occurs upon Delivery. (b) Interim Approvals. Any Rockwell Automation provided interim Work deliverable requiring Customer approval pursuant to the Statement of Work will be deemed accepted if formal Customer approval, written or as otherwise required, is not received by Rockwell Automation within two calendar weeks after the date submitted. Changes. Any change resulting from any of the following circumstances is subject to equitable adjustments to price, scheduling, and other affected terms and conditions: (a) Customer requested changes, including those affecting the identity, scope, and delivery of the Products, Services or Work; (b) concealed or otherwise unknown physical conditions differing materially from those indicated or anticipated in the Statement of Work or that otherwise differ materially from those ordinarily found under similar circumstances; (c) delays caused by Customer, its employees, affiliates, other contractors to Customer, or any other party within Customer's reasonable control; and (d) any emergency endangering persons or property; in such emergency circumstances, Rockwell Automation may act at its discretion to prevent damage, injury, or loss. All changes, except actions necessitated by emergencies as provided in (d) above, must be executed by a written change order signed or otherwise definitively authorized by both parties, and Rockwell Automation will not begin work on a change until it is authorized. All claims must be made within a reasonable time after the occurrence giving rise to the claim. Temporary Suspension of Work by Customer. Except as set forth in the applicable Statement of Work, Customer may, by providing prior written notice, request that Rockwell Automation temporarily suspend performance and delivery of the Work, in whole or in part. The notice shall specify the portion of the Work to be suspended, the effective date of suspension, Customer's anticipated duration of suspension, and the reasons for the suspension. Rockwell Automation shall suspend performance as requested, except as necessary for the care or preservation of Work previously executed. On or before the date the suspension begins, Customer must pay Rockwell Automation the unpaid balance of the portion of the Work previously executed plus any additional costs incurred by The information contained in this document consists of technical, commercial and/or financial information which is confidential and proprietary to Rockwell Automation, Inc This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used, in whole or in pad, for anypurpose other than evaluation oflhis document The recipient agrees to return the document to Rockwell Automation upon request. Copyright © 2019 Rockwell Automation, Inc, All Rights Reserved page 9 STANDARD-en(V3 0) Rockwell Automatio City of Port Orchard ROCKWELL AUTOMATION SERVICES AGREEMENT BUDGETARY QUOTE 2ACOBA-CBO-106 Rockwell Automation as a result of the suspension. Rockwell Automation shall resume the suspended Work after a change order is executed covering adjustments to the contract price, schedule, and any other affected terms or conditions resulting from the suspension. Unless otherwise agreed, the maximum cumulative period for suspension is 60 days. Upon expiration of this or any shorter period agreed upon as provided above, Rockwell Automation may terminate this Agreement, and Customer shall pay all costs of cancellation (including third -party commitments, reasonable profit, and overhead) upon submission of Rockwell Automation's invoices. Safety and Standards. Rockwell Automation is responsible for compliance of the Work with laws, regulations, and standards, including safety regulations and standards, of the country where the Work will be located that are applicable to the Work at the effective date of this Agreement. Customer must inform Rockwell Automation of any other laws, regulations, or standards that may apply to the Work. Rockwell Automation will be responsible for compliance with such other safety or other standards only if documented in the Statement of Work. Rockwell Automation is not responsible for laws, regulations, or standards that apply to Customer's (or end user's, if different from Customer) facility, equipment, process, information system, or data. Site Rules, Licenses, Permits, Site Preparation. (a) Rockwell Automation agrees to comply with all applicable posted site rules of Customer (unless inconsistent with the obligations set forth in the Statement of Work) and any additional Customer's site rules that have been incorporated into the Statement of Work. (b) Customer is responsible for: (1) all licenses, permits, clearances, and site access rights; (2) all sites being ready and equipped with all necessary Customer furnished equipment and facilities; (3) any required customer fixtures or facilities being safe, hazard free, structurally sound, and sufficient; (4) reasonable access to the worksite, (5) properly using, calibrating operating, monitoring and maintaining the Work consistent with all Rockwell Automation or third -party provided instructions, warnings, recommendations and documentation; (6) all other factors affecting the Work that are outside of the direct control of Rockwell Automation; and indemnifying Rockwell Automation for any claims to the percentage extent directly caused by Customer's breach of the obligations listed in this section (b). Customer Specification. (a) Unless otherwise specified in the Statement of Work, Rockwell Automation does not warrant or indemnify and will not otherwise be liable for (i) design, materials, or construction criteria furnished or specified by Customer and incorporated into the Work or Products, (ii) products supplied by, made by or sourced from Customer or other manufacturers or vendors specified by Customer; or (iii) commercially available computer software, hardware, and electrical components. (Such Customer -specified products shall include but not be limited to any identified in the Statement of Work.) Any warranty or indemnity applicable to such Customer supplied/specified products will be limited solely to the warranty or indemnity, if any, extended by the original manufacturer or vendor other than Rockwell Automation to the extent permissible thereunder. (b) RoHS: Customer supplied/specified products will meet all applicable material restrictions as defined in RoHS. If it does not, Customer will notify Rockwell Automation prior to shipment of the Customer supplied/specified products to Rockwell Automation. Customer will indemnify Rockwell Automation against any claim arising out of Rockwell Automation's use of Customer supplied/specified products. Customer Information. (a) Customer represents and warrants that it has the rights to the information provided or made available by Customer to Rockwell Automation, including but not limited to technical specifications, drawings, source code, application code, communication interfaces, protocols, and all other documentation (collectively "Customer Information"), for Rockwell Automation to perform its obligations under this Agreement and that such access to and use of Customer Information under this Agreement will not infringe or violate any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party. Customer agrees to indemnify Rockwell Automation from any claims arising out of Rockwell Automation's use of Customer Information pursuant to the Statement of Work. (b) In Rockwell Automation's performance of services, sales activities, or in connection with Customer's use of Rockwell Automation Products, Rockwell Automation may obtain, receive, or collect data or information, including Customer's contract information, computer system profile, Rockwell Automation Product installation data, and Customer's usage specific data of Rockwell Automation The information contained in this document consists of technical, commercial and/or financial information which is confslonkal andpraprlarary to Rockwell Automation, Inc This information is furnished in conridence and with the understanding that it may not he disclosed to third parties or reproduced or used, in whole or in pad, for any purpose other than evaluation of this document The recipient agrees to return the document to Rockwell Automation upon request Copyright© 2019 Rockwell Automation, Inc, All Rights Reserved Page 10 STANDARD-en(V3.0) City of Port Orchard Rockwell ROCKWELL AUTOMATION SERVICES AGREEMENT i BUDGETARY QUOTE Automation 2AC0BA-CB0-106 Products (collectively, the "Data"). In such cases, Customer grants Rockwell Automation a non-exclusive, worldwide, royalty -free, perpetual, non -revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely to facilitate the performance of sales and services by Rockwell Automation and its affiliates (including, but not limited to, quality, safety, energy, and security analytics, product and service diagnostics and prognostics, and reporting), and to facilitate or improve Customer's use of the Products. In addition, Customer grants Rockwell Automation and its affiliates a license to use and aggregate the Data in support of Rockwell Automation's marketing and sales activities. Rockwell Automation and its affiliates may also use this information in the aggregate, in a form which does not personally identify Customer, to improve Products and Rockwell Automation may share anonymous aggregate data with our third party suppliers and service providers. Independent Terms. Rockwell Automation is not a party to or bound by any contract between Customer and Distributor, including by Distributor's acceptance of a Customer purchase order. Distributor is an independent enterprise, not an agent or representative of Rockwell Automation, and is not authorized to bind Rockwell Automation. Effective Date. This Commitment will become effective when Customer purchases the Work from Distributor. Customer agrees that by purchasing the Work it accepts the Statement of Work and Commitment. Absent such purchase, this Commitment will become null and void. No addition or modification to the Commitment and Statement of Work, including terms appearing in Customer's purchase order or requisition, will bind Rockwell Automation unless mutually agreed to in writing. Accepted. Customer: Date: The information contained in this document consists of technical, commercial and/or financial information which is confidential and proprietary to Rockwell Automation, Inc This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used, in whole or in part, for any purpose other than evaluation of this document The recipient agrees to return the document to Rockwell AulomaUon upon request. Copyright © 2019 Rockwell Automation, Inc, All Rights Reserved Page 11 STANDARD-en(V3 0) City of Port Orchard ROCKWELL AUTOMATION SERVICES AGREEMENT _ BUDGETARY QUOTE - = 2AC0BA-CB0-106 2 North Coast Electric Commercial Terms 2.1 Pricing Summary North Coast Electric Co's price is based on the Statement of Work set forth in Section 1 above. All prices are in USD. Quote is valid for 30 days from date of issue. Yearly Price (subject to annual price increases) Qty Product Net (Ea) Ext Net 1 9800-DC24AUTOA Automation Control Hardware, Product Support, 247065, 6-10 TOTAL DEVICES $ 2,410 $ 2,410 3 Year Upfront Price Qty Product Net (Ea) Ext Net 1 9800-DC8AUTOA Automation Control Hardware, Product Support, 24x7x365 6-10 TOTAL DEVICES $ 7,230 $ 7,230 2.2 Invoicing Schedule 100% Upon Reciept of PO 2.3 Purchase Order Instructions Please reference quote 2ACOBA-CBO-106 and send PO to brian.stanton@northcoast.com 2.4 North Coast Electric Co Terms and Conditions of Sale All sales are conditioned upon purchaser's agreement to North Coast Electric Company's Standard Terms and Conditions set out in form NC055. All purchases are conditioned on seller's acceptance of North Coast Electric Company's Purchase Order Terms and Conditions set out in form NC060. Both forms are available by request from any North Coast Electric location or at https://www.northcoastelertric.com/TermsandConditions The information contained in this document consists oftechnical, commercial andlor financial information which is confidential and proprietary to RockwellAutomadon, Inc. This information is fumished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used, in whole or in part, for any purpose other than evaluation of this document The recipient agrees to return the document to Rockwell Automation upon request. Copyright 0 2019 Rockwell Automation, Inc., All Rights Reserved page 12 STANDARD�en(V3.0)