Amendment No. 3 to agreement with Trojan Technologies Group ULC Corporation
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1 05/10/2023 C AMENDMENT NO. 3 ULTRA VIOLET SYSTEM PARTS AND SERVICES (City of Glendale, Contract No. C21-1041) This Amendment No. 3 (“Amendment”) to the Ultra Violet System Parts and Services (“Agreement”) is made this ______ day of ________, 2024, (“Effective Date”), by and between the City of Glendale, an Arizona municipal corporation (“City”) and Trojan Technologies Group ULC Corporation, a British Columbia, Canada corporation, authorized to do business in Arizona (“Contractor”). RECITALS A. City and Trojan Technologies Group ULC Corporation (“Contractor”) previously entered into Ultra Violet System Parts and Services, Contract No. C21-1041, dated October 26, 2021 (“Agreement”); and B. The Agreement had an initial one (1) year term beginning October 26, 2021, through October 25, 2022, and provided the option to extend for an additional four (4) years in one-year increments; and C. On October 26, 2022, City and Contractor extended the terms of the agreement for one year from October 26, 2022 through October 25, 2023 and amended the compensation to reflect an increase for parts and services; and D. On October 26, 2023, City and Contractor extended the terms of the agreement for one year from October 26, 2023 through October 25, 2024 and amended the scope of work to remove the West Area Water Reclamation Facility UV4000E and add the UVSigna unit; and E. City and Contractor wish to modify and amend the Agreement subject to and strictly in accordance with the terms of this Amendment. AGREEMENT In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree as follows: 1. Recitals. The recitals set forth above are not merely recitals but form an integral part of this Amendment. 2. Term. The term of the Agreement is extended for a one-year period from October 26, 2024 through October 25, 2025, unless otherwise terminated or canceled as provided by the Agreement. All other provisions of the Agreement except as set forth in this Amendment shall remain in their entirety. 3. Scope of Work. The Scope of Work is changed to add the Service365 Preventative Maintenance Program for the Trojan UV system per Attachment A. 4. Compensation. The not-to-exceed amount of $2,000,000 remains unchanged. 2 05/10/2023 5. Insurance Certificate. Current certificate will expire on September 30, 2024. A new insurance certificate must be provided prior to this date to the Materials Manager and the Contract Administrator in order for this Agreement to remain in effect. 6. Non-discrimination. Contractor must not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section. 7. No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393. 8. Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and during the term of this Agreement, will not use: (a) the forced labor of ethnic Uyghurs in the People’s Republic of China; (b) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; and (c) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 9. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an officer of Contractor with oversight responsibility. 10. Ratification of Agreement. City and Contractor hereby agree that except as expressly provided herein, the provisions of the Agreement shall be, and remain in full force and effect and that if any provision of this Amendment conflicts with the Agreement, then the provisions of this Amendment shall prevail. [Signatures on the following page.] Page 1 of 8 SERVICE365 PROPOSAL BETWEEN TROJAN TECHNOLOGIES GROUP ULC (“Trojan Technologies”) AND City of Glendale Project# 810218– Glendale West Area FOR WORK ON TROJAN UVSIGNA SYSTEM NOTICE The attached agreement is proprietary and may not be reproduced or distributed to parties not directly associated with the company noted herein without the express written permission of Trojan Technologies. Page 2 of 8 CONTENTS 1 SERVICE365 PROGRAM ............................................................................................................... 3 2 SERVICE365 PLAN ....................................................................................................................... 3 3 ROUTINE MAINTENANCE ACTIVITIES .......................................................................................... 4 4 ASSUMPTIONS & CAVEATS ......................................................................................................... 6 5 COMMERCIAL BASIS ................................................................................................................... 7 6 CONFIRMATION .......................................................................................................................... 8 Page 3 of 8 1 SERVICE365 PROGRAM SERVICE365 is a preventive maintenance program offered by Trojan Technologies to safeguard your TrojanUV system performance year after year. Trojan Technologies provides full-service support with comprehensive service plans under the SERVICE365 program. Regular maintenance using TrojanUV replacement parts is key to ensuring your UV system is operating at peak performance and continuing to meet your treatment requirements. We have a dedicated team of field-service experts across North America ready to assist with your TrojanUV system maintenance, resolve operational challenges, and meet your objectives. Following are the key benefits of having a preventive maintenance plan in place: - Lengthen equipment life - Reduce risk of breakdowns - Increase equipment efficiency - Decrease unplanned downtime - Promote equipment health and safety - Save time and money 2 SERVICE365 PLAN Trojan Technologies recommends the following Service365 Preventive Maintenance Plan for your Trojan UV system: - Trojan Technologies shall attend at the site, twelve (12) service visits each year to perform ‘Routine Maintenance’ as described in Section 3 of this Agreement. Each ‘Routine Maintenance’ visit includes up to 2 days of work at site @ a maximum of 8-hours per day. - A service report will be provided including the details of the maintenance performed, any parts replaced, and an overview of the system performance and recommendations along with action plan until the next visit. Following table provides a summary of the service plan for the UV SIGNA System: No. Project# Project Name System Info S365 Preventive Maintenance Plan 1 810218 Glendale West Area No. of Banks: 7 No. of Lamps/Bank: 24 Total Lamp Count: 168 12 visits per year (monthly) Page 4 of 8 3 ROUTINE MAINTENANCE ACTIVITIES Below is the scope of the routine preventive maintenance activities undertaken during the service visits: System Control Center (SCC) • Check electrical connections and tighten as necessary • Verify 4-20mA flow signal calibration (if applicable) • Verify UVT input (if applicable) • Inspect and verify electrical components in the SCC • Verify control screen functions • Simulate and verify alarms • Address current alarms • Test safety functions Power Distribution Centre • Check electrical connections and tighten as necessary • Inspect and verify electrical components in the PDC • Test and inspect cooling system, either air conditioner or forced air. Clean filters if required • Inspect lamp driver & replace as required UV Bank • Check electrical connections and tighten as necessary • Inspect intensity probe(s) • Verify Low Water Level sensor operation (if applicable) • Verify communication signals from/to SCC • Replace lamps and sleeves as required • Check wiper canisters and seals for leaking. Repair if necessary and refill Acti- Clean • Inspect lamp cables and O-rings • Inspect UV bank condition and clean as needed HSC (Hydraulic System Center) • Inspect Relay output, Discrete Input and Communication cards • Inspect HSC Fluid/Oil Level – Top-up as required • Inspect the Hydraulic hoses for wear (recommend replacement if required; replacement will be additional work to be quoted) • Visually Inspect the Hydraulic System Center and Manifold for fluid leaks UVI Sensor (Sensor Assembly) • Inspect intensity probe(s) • Clean UVI sensor (sleeve) if required • Perform Reference Sensor check Note: If Duty sensor fails reference sensor check, we recommend Duty Sensor to be sent to Trojan for recalibration. Page 5 of 8 Training • Provide refresher training as needed Documentation • Prepare and submit service report RAPID RESPONSE: Includes rapid response time guarantee (to be billed separately) outside of regularly scheduled maintenance visits: • Less than three (3) hours in communication during business hours when the UV Treatment System is compromised. • Less than seventy-two (72) hours from time of notification from the City for technician(s) to be on site for emergency service when the UV Treatment System is compromised. When components fail between monthly scheduled visits, a technician will only be dispatched when there is a risk of compromised treatment efficiency below the designed treatment targets. • If treatment is not compromised but issues arise, Trojan will work to dispatch the next available technician, but no guarantees can be made. Important Note: 1. As a part of routine maintenance, Trojan Certified Expert shall primarily carry out the inspection activities listed above. Part replacements, and/or troubleshooting, if necessary, are carried out as needed and are subject to time limitations. 2. Parts that need replacement during routine maintenance shall be taken from the spare- parts inventory available at site. It is customer’s responsibility to order and maintain the recommended quantity of Trojan spare parts inventory at site (parts are not included in the Service365 agreement price). 3. This Agreement does not include overhaul maintenance that is typically recommended upon reaching the end of lamp life (EOLL) hours. A separate quotation shall be provided upon request. 4. Wiper and sleeve servicing, such as replacing seals and cleaning sleeves can be provided at an additional cost as this is considered an overhaul maintenance activity. A separate quotation shall be provided upon request. Page 6 of 8 4 ASSUMPTIONS & CAVEATS This Agreement assumes the equipment will be operated and maintained in strict accordance with the instructions specified in the Operation and Maintenance Manual and Product Bulletins. Operation other than as so specified may void manufacturer’s warranties and additional service and maintenance required due to such operation is in addition to the services to be performed pursuant to this Agreement. The maintenance requirements for your system can be found in the Operation and Maintenance (O&M) Manual. This Agreement does not cover the repair or replacement of any components which have failed due to the following: • Mishandling, misuse, neglect, improper storage, improper operation of the equipment with other equipment furnished by the Customer or by other third parties, or from defects in designs or specifications furnished by or on behalf of the Customer by a person other than Trojan • Equipment that has been altered or repaired after start-up by anyone except an authorized representative of Trojan or the Customer acting under specific written instructions from Trojan • Use of parts not supplied or approved by Trojan Page 7 of 8 5 COMMERCIAL BASIS 1 Agreement Term 2 Years 2 Pricing SERVICE365 Agreement Price is For twelve (12) routine maintenance visits per year for up to 2 days per visit. Year 1: Monthly (12 visits): $27,779.00/year Year 2: Monthly (12 visits): $27,779.00/year Rapid Response Visits: $20,000.00 Allowance- To be invoiced only if needed (Each rapid response visit will be invoiced $3900.00 after each visit, (plus flight, if required, for up to 2- days onsite) 3 Currency USD 4 Pricing Validity This service agreement quotation is valid for ninety (90) days from issuance, unless specifically consented to in writing by an authorized representative of Trojan 5 Agreement Start Date TBD 6 Agreement End Date (Renewal date) TBD 7 Additional Support Services During the scheduled service visits, an on-site day includes a maximum of 8 hours. If the Trojan certified expert is required to stay overtime, the additional time spent shall be invoiced at USD 315.00 per hour. Additional Service visits outside the routine maintenance visits outlined in this agreement, if needed, will be quoted and invoiced separately. 8 Taxes Not included; will be applied on the “SERVICE365 Agreement Price” noted above 9 Payment Terms Payable annually on the first day of each 12-month period of the agreement term, unless different terms are specifically agreed in written between the customer and Trojan’s representative 10 Site Access If access to site is refused to Trojan Technologies, then a request will be made in writing to the Operations Manager for the site. If after 30 days of issue of the request letter, access is still denied then an additional invoice will be issued for this site visit for the service(s) intended on that visit. Page 8 of 8 6 CONFIRMATION Trojan Technologies invites the Customer to review the Terms and Conditions with a representative of Trojan Technologies. Trojan Technologies and the Customer agree that the terms and conditions provided in the Appendix shall form a part of this Agreement and shall be binding upon the parties hereto. CITY OF GLENDALE TROJAN TECHNOLOGIES GROUP ULC By: By: (sign here) (sign here) Print Name: Print Name: Title: Title: Email: Email: Phone: Phone: