Kittitas County Maintenance Agreement

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Terms and Conditions DEFINITIONS D.1 “Equipment” means the equipment covered by the Services to be performed by under this Agreement, and is identified as all access control, security, and fire alarm equipment in both the office and the lab buildings. D.2 “Services” means those services and obligations to be undertaken by Camtek in support of CUSTOMER pursuant to this Agreement, as more fully detailed in the attached work scope document(s), which are incorporated herein. COVERAGE C.1 CUSTOMER agrees to provide access to all Equipment covered by this Agreement. Camtek will be free to start and stop all primary equipment incidental to the operation of the system(s) as arranged with CUSTOMER’s representative. C.2 It is understood that the repair, replacement, and emergency service provisions apply only to the access control, security and fire alarm equipment. Repair or replacement of non- maintainable parts of the system such as, but not limited to , ductwork, unit cabinets, insulating material, electrical wiring, structural supports, hangars and other non-moving parts, is not included under this Agreement. Costs to repair or replace such non-maintainable parts will be the sole responsibility of CUSTOMER. C.3 Camtek will not reload software, nor make repairs or replacements necessitated by reason of negligence, vandalism or misuse of the Equipment by persons other than Camtek or its employees, or caused by lightning, flood or water damage from any source, electrical storm, or other violent weather or by any other cause beyond Camtek’s control. Camtek will provide such services at CUSTOMER’s request and at an additional charge pursuant to the labor rates then in effect, or as stated elsewhere in this Agreement. This clause shall supersede and take precedent over any Emergency Service clause or provision contained elsewhere in this Agreement. C.4 This Agreement assumes that the systems and/or Equipment included in the attached Equipment List are in maintainable condition. If repairs are necessary upon initial inspection, repair charges will be submitted for approval. Should these charges be declined, those non - maintainable items will be eliminated from coverage under this Agreement and the price adjusted accordingly. System equipment deemed to be no longer economically maintainable (obsolete) by Camtek will be identified throughout the term of this agreement and brought to the CUSTOMER’s attention and may be removed from this specific Agreement or coverage type on the equipment identified may be reduced. C.5 In the event that the system or any equipment component thereof is altered, modified, changed or moved without the authorization by CAMTEK, this Agreement may be immediately adjusted or terminated, at Camtek’s sole option. CAMTEK shall not be responsible for any damages resulting from such alterations, modifications, changes or movement. C.6 Maintenance, repairs, and replacement of Equipment parts and components are limited to restoring to proper working condition. Camtek shall not be obligated to provide replacement software, equipment, components and/or parts that represent a significant betterment or capital improvement to CUSTOMER’S system(s) hereunder. C.7 Unless otherwise specified, CUSTOMER retains all responsibility for maintaining LANs, WANs, leased lines and/or other communication mediums incidental or essential to the operation of the system(s) or Equipment listed on the attached Equipment List. C.8 All non-emergency services under this Agreement will be performed between the hours of 8:00 a.m. - 5:00 p.m. local time Monday through Friday, excluding federal holidays and normal Camtek observed holidays. If for any reason CUSTOMER requests Camtek to furnish any labor or services outside of the above stated hours, any overtime or other additional expense occasioned thereby, shall be billed to and paid by CUSTOMER except as may be provided under the Emergency Service section or Special Provisions of this Agreement. C.9 CUSTOMER will promptly notify Camtek of any malfunction in the system(s) or Equipment covered under this Agreement that comes to CUSTOMER’s attention. PRICE, BILLING, TERM AND TERMINATION P.1 CUSTOMER shall pay or cause to be paid to Camtek the full price for the Services as specified on the first page of this Agreement. Camtek shall submit annual invoices unless otherwise specified to CUSTOMER in advance for Services to be performed during the subsequent billing period, and payment shall be due upon receipt of the invoice date. Payments for Services past due more than ten (10) days shall accrue interest from the due date to the date of payment at the rate of one percent (1%) per month, compounded monthly, or the highest legal rate then allowed. CUSTOMER shall pay all attorney and/or collection fees incurred by Camtek in collecting any past due amounts. P.2 Camtek may adjust the annual price of this Agreement periodically during the term of this Agreement (either up or down), CUSTOMER agrees to pay for this negotiated increase or decrease in scope of services whether or not a change order is issued to the main contract between the CUSTOMER and Camtek, if additional systems and equipment are added or deleted to the scope of this Agreement such as but not limited to rem odeling of existing facilities, additional buildings/facilities/infrastructure, tenant/owner improvements or other facility expansions and modifications at the locations serviced by this Agreement. P.3 Following the initial term of this Agreement as noted on Page 1 of this Agreement and titled, “Term”, this Agreement will automatically renew for successive one (1) year periods unless canceled prior to the anniversary date with at least a thirty (30) day written notice issued by the CUSTOMER. Such cancellation shall affect only future obligations and liabilities and not any of the past liabilities or obligations. The CUSTOMER shall not be entitled to any refunds or replacements. Agreements that are automatically renewed beyond the initial term may be subject to a minimum price increase based on the published U.S. Department of Labor, Consumer Price Index (CPI) at the time of renewal provided that CAMTEK furnish CUSTOMER with a proposal detailing the price increase at least sixty (60) days before anniversary date. P. 4 CUSTOMER agrees to pay any sales, excise, use or other taxes, now or hereafter levied, which Camtek may be required to pay or collect in connection with this Agreement. P.5 CUSTOMER may terminate this Agreement for cause after giving Camtek thirty (30) days advance written notice. All services received to date of cancellation must be paid in full. P.6 Camtek may terminate this Agreement for cause (including, but not limited to, CUSTOMER’S failure to make payments as agreed herein) after giving CUSTOMER thirty (30) days advance written notice. P.7 This Agreement may be canceled or modified at CUSTOMER’S option in the event the CUSTOMER’s premises are destroyed. In the event of such cancellation, neither party shall be liable for damages or subject to any penalty, except that CUSTOMER will remain liable for Services rendered to the date of cancellation. P.8 The CUSTOMER may terminate the Agreement in whole or in part whenever the CUSTOMER determines, in its sole discretion that such termination is in the best interests of the CUSTOMER. Whenever the Agreement is terminated in accordance with this paragraph, CAMTEK shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to CAMTEK. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the CUSTOMER at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the CUSTOMER. P.9 In the event CAMTEK has failed to perform any obligation to be performed by the CAMTEK under this Agreement within the time set forth in this Agreement, then the CUSTOMER may, upon written notice, withhold all monies due and payable to CAMTEK, without penalty, until such failure to perform is cured or otherwise adjudicated. P.10 If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the CUSTOMER will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the CUSTOMER in the event this provision applies. GENERAL TERMS AND CONDITIONS G.1 Confidential Information: Except to the extent otherwise provided by governing law, CUSTOMER agrees that, during the term of this Agreement, CUSTOMER or CUSTOMER’S employees, assignees and agents will not, without Camtek prior written permission, disclose this Agreement or any manuals, data or inspection reports relative to this Agreement to any organization or individual, and will treat all information provided by Camtek as proprietary. G.2 Assignment and Delegation: The Parties may not assign their rights or delegate their obligations under this Agreement, in whole or in part, without the prior written consent of the other Party. G.3 CUSTOMER shall be responsible for maintaining all liability and property insurance. Camtek shall be responsible for maintaining all liability and property insurance as dictated in the professional services agreement signed by the parties for the installation of the equipment. G.4 . The CUSTOMER agrees to and shall defend, indemnify and hold harmless CAMTEK, its appointed and elective officers, agents and employees, from and against all loss or expense arising from CUSTOMER’s performance or duties under this Agreement, including but not limited to judgments, settlements, reasonable attorney's fees and costs by reason of any and all claims and demands upon the CUSTOMER, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, provided that: (a) CUSTOMER shall have no duties to defend, indemnify or hold CAMTEK harmless in the event such injury to persons or damage to property is due to the sole negligence of CAMTEK, its appointed or elected officers, agents and employees; and (b) in the event of concurrent negligence between CUSTOMER and CAMTEK or their respective appointed or elected officials, agents, or employees, CUSTOMER’s duties to defend, indemnify, or hold CAMTEK harmless shall be limited to CUSTOMER’s proportionate share of any fault or negligence. This indemnification shall survive termination of this Agreement for whatever reason. It is further provided that no liability shall attach to CAMTEK by reason of entering into this contract, except as expressly provided herein. G.5 Warranties and Limitation of Liability: Camtek will replace or repair any product Camtek provides or CUSTOMER procures under this Agreement that fails within the warranty period (typically one-year) due to defective workmanship or materials. The failure must not result from CUSTOMER’s negligence; or from fire, lightning, water damage, or any other cause beyond Camtek control. This warranty applies to Camtek manufactured or fabricated and outside-purchased (for resale) products. The warranty effective date is the date of CUSTOMER acceptance of the product or the date CUSTOMER begins to receive beneficial use of the product, whichever comes first. Camtek shall not be liable for any damages, losses, expenses, or other costs incurred by CUSTOMER caused by any defects, failures, or deficiencies in any CUSTOMER-furnished or CUSTOMER-supplied hardware or equipment. G.6 Camtek shall not be liable for damages caused by delay or interruption in Services due to fire or flood; strike, lockout, dispute with workmen, inability to obtain material or services, war, acts of God or any other cause beyond Camtek’s reasonable control. Should any part of the system or any Equipment be damaged by fire, water, water leakage, freezing pipes, lightning, acts of God, third parties or any other cause beyond the control of Camtek, any repairs or replacement shall be paid for by CUSTOMER. G.7 Indemnity and Limitation of Liability: CAMTEK agrees to and shall defend, indemnify and hold harmless the CUSTOMER, its appointed and elective officials, agents and employees, from and against all loss or expense arising from Camtek’s performance or duties under this Agreement, including but not limited to judgments, settlements, reasonable attorney's fees and costs by reason of any and all claims and demands upon CAMTEK, its elected or appointed officers, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, provided that: (a) Camtek shall have no duties to defend, indemnify or hold CUSTOMER harmless in the event such injury to persons or damage to property is due to the sole negligence of the CUSTOMER, its appointed or elected officials, agents, or employees; and (b) in the event of concurrent negligence between Camtek and CUSTOMER or their respective appointed or elected official, agents or employees, Camtek’s duties to defend, indemnify, or hold CUSTOMER harmless shall be limited to Camtek’s proportionate share of any fault or negligence. This indemnification shall survive termination of this Agreement for whatever reason. It is further provided that no liability shall attach to the CUSTOMER by reason of entering into this contract, except as expressly provided herein. G.8 The parties further agree that Camtek is not an insurer; that the Services purchased herein are designed only to reduce the risk of loss; that CUSTOMER chose the level and scope of services being provided by Camtek from a variety of service options. The parties further agree that this Agreement shall not confer any rights on the part of any person or entity not a party hereto, whether as a third-party beneficiary or otherwise. G.9 With respect to the performance of this Agreement and as to claims against the CUSTOMER, its officers, agents and employees, CAMTEK expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of CAMTEK. This waiver is mutually negotiated by the parties to this Agreement. MISCELLANEOUS M.1 Extent of Agreement: Except as and to the extent provided in this Agreement represents the entire Agreement between CUSTOMER and Camtek for the Services described herein and supersedes all prior negotiations, representations or Agreements between the Parties related to the Services described herein. M.2 None of the provisions of this Agreement shall be modified, altered, changed or voided by any subsequent purchase order or other document unilaterally issued by CUSTOMER that relates to the subject matter of this Agreement. This Agreement may be amended only by written instrument signed by both Parties. M.3 This Agreement assumes that equipment and labor will be provided in accordance with the intended or agreed job schedules. In addition, Camtek shall not be liable for any delays