HomeMy WebLinkAboutContracts & Agreements_156-2013_CCv0001.pdf GSA 5000631547
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Subscriber No.:371234-QO2
U L
GLOBAL SERVICES AGREEMENT Agreement No.: 5000631547
Processor ID No.:00523
(For Internal Use Only)
The 0anns of this Global Services Agreement ("GSA") effective as uf01~AUG~2013 ("Effective Date") will apply to all
Services to be provided to CITY OF REULANDS ("Client" or "you") by the UL Company identified or referred to in o
Quotation or Project Confirmation ("UL Contracting Party." "we" or "us"). "UL Contracting Party" and "CUent'may be
collectively referred toam "Pordem" or individually as "Party." Your principal place of business is FIRE DEPT 525 E
CITRUS AVE PO BOX 3005, REDL&NUS. CA,M23T3. US.
~UL Company" means o UL Contracting Party or an entity controlled by, contnoUing, or under nonnnnon control with that
UL Contracting Party. and "UL Companies" means all of them, collectively. "Control" means the poammseion, directly or
indinacUy, of the power to direct or cause the direction of the management and policies of an anUb/, whether through
ownership of more than 50%of the interests in such entity, by contract, or otherwise.
1. Services. The term "Service(s)" means the services that are identified in a Quotation or Project Confirmation which
byits terms incorporates this GSA. Each type of Service has its own specific additional requirements("Service Terms
")which we may amend from time to time. Any amendment will apply prospectively from the date the amendment(s)
are posted 0mthe website referred huinthe next sentence. They are available at and will
baprovided toyou inprint orelectronic format upon request. The capitalized terms used but not defined inthis GSA
will have the same meaning aainthe applicable Service Terms.
2- Service Agreements. A service agreement ("Service Agreement")will be formed by: (i)your acceptance of a written
offer(including by email) made by us or on our behalf to provide Services(a"Quotation"); (ii)the issuance of a written
acceptance (including by email) of your order by us or on our behalf(a "Project Confirmation"); or(iii)your written or
oral request for Services and our commencement of such Services if neither a Quotation nor Project Confirmation is
issued. In the case ofFollow-Up Services, the Follow-Up Service Procedure is our Quotation to all Subscribers for
Follow-Up Services regardless of which Subscriber receives the Quotation; and acceptance(in the manner set forth in
the Follow-Up Service Terms) by any Subscriber of a Quotation for Follow-Up Services shall bind all Subscribers and
form your Service Agreement for Follow-Up Services. The tonno "Subscriber," "Follow-Up Services" and "Follow-Up
Service Procedure" are defined in the Follow-Up Service Terms. Each Service Agreement will incorporate both the
applicable Service Terms in effect onthe date the Service Agreement ioformed and this GSA.
More than one Service Agreement may be formed which incorporate the terms of this GSA. Ifyou obtain more than
one Service under separate Quotations or Project Confirmations, your Service Agreements may be with different
UL Contracting Parties,as identified in each Quotation or Project Confirmation.
3. Scheduling, Pricing and Payment Terms. Any pricing and delivery schedules quoted for Services are estimates
only, and may be subject to change by us upon prior notice to you, depending on the requirements of the specific
project. Before we begin Sorvices, we may require you to make m deposit (to be credited against the hobo| charges).
You will pay our fees and related expenses promptly upon receipt of an invoice. You will beresponsible for all taxes,
duties or imposts which may be levied by a governmental body ("Taxes") other than taxes measured by a
UL Company's net income related to any Service Agreement. We may add such Taxes to our invoices and collect
them from you. You will not deduct any wire or transfer fees or other offsets. We may charge interest at 196 per
month (12% per year), or the maximum legal rate, whichever is less, on all outstanding balances, from the due date
until paid infull. You agree to pay reasonable collection costs, including attorneys'fees, if necessary, in the event of
untimely payment ornon'payment. |fcharges are not paid when due,mmmay deny nrwithdraw any Services hmyou.
4 Your Yofonn����' You represent and warrant that all information and/or do�/ provided to us or another
' behalf ('"/our Information"), will be complete and accurate and that you are in
UL Company by you, or on your '
compliance with any relevant data protection laws in furnishing it to us, and agree that we may rely upon and process
such information when providing you Services. |naddition, you represent and warrant that all ofYour Information ia
owned or licensed by you, and does not infringe on the intellectual property rights of any third party. |fany ofYour
Information is inaccurmbe, we will not be liable for any performance or alleged non-performance of Services. You
mynem that we may share Your |nfonnoUun (to the extent permitted by applicable laws and contractual obligations)
with other DL Companima, subcontractors or third partiea, in order for us to: (|) pedbnn the Services; (ii)conduct
surveys for input about us and our Services or the improvement of our Services; (iii) provide additional information
about our Services boyou;or(iv)act|nthe interest ofpublic safety.
5. Confidential Information. Each Party acknowledges that inconnection with the Services hmay have access toor
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otherwise receive or observe confidential or proprietary information or materials of the other Party ("Confidential
Information"). Confidential Information includes: (a) business and marketing plans and financial information; (b)
p|mns, doo|gnm, skeb:heo, and prototypes for products and aan/imaa; (c) engineering and technical information such
on software, test processes and methodo|oginm, data, and teat equipment and fixtures; (d) trade secrets; and (a)
information concerning the disclosing Party's customers, business partners, or affiliates and their products or
services. Confidential |nfonnedion, hmwever, does not include information or materials that are: (i)already known to
the receiving Party at the time of disclosure; (ii)publicly available or that become publicly available other than
through the acts or omissions of the receiving Party; or (iii)subsequently acquired by the receiving Party from other
sources not in vio|abnn of any confidentiality obligations. Each Party eQveea that it will not, in whole or in part,
disclose, transfer, use, reverse engineer, or otherwise make available the disclosing Party's Confidential Information,
except as necessary by the UL Companies or their subcontractors to perform the Services. Each Party agrees to
treat all Confidential Information of the disclosing Party with the same degree of care it employs to protect its own
Confidential Information and in no event |*so than o reasonable standard of care. We may disclose your
Confidential Information: (i) hoother ULCompanies, oOen\u and subcontractors in connection with performing the
Services; (ii) when deemed in our discretion to be in the interest of public safety; (iii)when required to be produced
pursuant to an order or command of any judicial, regu|atory, or accreditation authority; or (iv)when required by any
common law urstatutory duty. Each Party agrees at its expense to return or destroy, as instructed by the disclosing
Party. all Confidential Information upon request from the disclosing Pedy, except that one copy may be retained
solely for nocon1heepingoraccreditation purposes. Each disclosing Party retains exclusive ownership nfall right, title
and interest in its Confidential Information.
6. Samples. If Services require sample examination, you will ship representative samples to us at your expense.
Upon completion of the examminaUon, such samples may be deeiroyed, unless other arrangements are agreed to in
writing for the return of samples at your expense. The yhipping, testing and sample preparation may damage or
destroy any sample and you agree that you will not hold any UL Company liable for any such damage or destruction.
7. Subcontracting. You agree that we may subcontract Services to any UL Company or other third parties subject to
our requirements. We will provide as o b*nn of any such subcontract that the subcontractor will meet our current
qualification nequirementm, including complying with our confidentiality requirements. UL will be responsible for any
breach ofthis Agreement byits subcontractors.
8. UL Name o, Marks. One or more of the UL Companies own the rights to a family of trademarks, nnmic* markn,
certification marks,trade names, logos, domain names, corporate identifiers and other intellectual property rights that
contain orinclude "UL." "Underwriters Laboratories" and variations and derivatives thereof(collectively, the "Marks"
). Except for your rights as specifically granted in a Service Agreement to use the K4arko, you have no rights in the
Marks. You will cooperate with the UL Companies in moin(aining, nenewing, nnfuncing, and protecting the Marks.
You will not directly or indirectly challenge the Marks or the UL Companies' ownership of them. You will not seek 0m
register any of the Marks, or any confusingly similar marks, anywhere in the world. You agree bmnotify uopromptly if
you are ewmno of any infringement or misuse involving any of the Marks or any conflicting trademork, eemimy mark,
or certification mark. You agree that any misuse of the YNarkm, or other UL Companies' intellectual pnmperty, will
cause irreparable honn that cannot be compensated by money only. A Service Agreement may include additional
obligations regarding the Marks.
9. Export Control. You represent and warrant that you: (i)will not cause any UL Company to violate any export, trade
or other economic sanction law; (ii)will promptly advise us if project involves technology that is subject to any
government contnz|u, including, without |imKaUon. U.S. export uontro|o, and will promptly supply all information
needed to comply with those controls; and (iii)will make payment to us for Services rendered under Service
Agreement with funds obtained and through financial institutions and accounts in compliance with applicable |ewa
concerning the pmevenUon of money laundering, terrorist financing and other illicit aobvitiem, including, without
limitation, those enforced bythe United States.
10. Client Remedies. We will provide Services in accordance with professional standards of conduct generally
applicable to conformity assessment organizations and we will not have any responsibility other than to exercise
reasonable oNU, care and diligence in the performance of Services. In the event o tribunal described in Section 18
determines that we have failed to comply with such standards of conduct in providing Services and that such failure
directly caused you hmnn,we will compensate you for such direct harm, PROV|DED. H[%WEVER,that the amount of
such compensation will not exceed the hmea paid by you to us for the mpaoifir portion of the Services rendered that
directly caused you harm, and that, under no circumstances will we be liable to you for any incidental, consequential,
or punitive damages. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10. WE MAKE NO OTHER
REPRESENTATION OR WARRANTY OF ANY K|NO, WHETHER EXPRESS DR |KAPUED. WITH RESPECT TO
THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY"IMPLIED WARRANTY OFMERCHANTAB|L|TY"{}R^
FITNESS FOR PARTICULAR PURPOSE." For the purposes of this Section 10 and Sections 11, 12 and 18, the
term "Services"also includes the conception, development, promulgation, review, publication,modification,
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withdrawal, interpretation, use, or application of any testing standard or requirement at any time by any UL Company.
Any limitations and exclusions of liability shall apply to the fullest extent permitted by law.
11. THIRD PARTY CLAIMS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE UL COMPANIES AND
THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS AND
SUBCONTRACTORS (EACH AN "INDEMNIFIED PARTY") FROM ALL LOSSES AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) ARISING OUT OF, OR RELATED TO, CLAIMS ASSERTED BY THIRD
PARTIES THAT RELATE TO THE DESIGN, TESTING OR DATA PROVIDED BY YOU, OR THE MANUFACTURE,
MARKETING, OR SALE OF YOUR PRODUCTS OR SERVICES (INCLUDING YOUR USE OF ANY OF THE
MARKS), OR THAT RELATE TO THE SERVICES, UNLESS CAUSED BY AN INDEMNIFIED PARTY'S SOLE
NEGLIGENCE. IF AN INDEMNIFIED PARTY BECOMES SUBJECT TO A THIRD PARTY CLAIM, SUCH
INDEMNIFIED PARTY MAY, WITH YOUR CONSENT WHICH SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED, DEFEND ITSELF AT YOUR EXPENSE WITH COUNSEL OF ITS OWN CHOOSING.
12. RELEASE AND WAIVER. TO THE EXTENT PERMITTED BY LAW, YOU WAIVE AND RELEASE ALL OF THE
UL COMPANIES AND THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AFFILIATES,
AGENTS AND SUBCONTRACTORS FROM ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, OR CAUSES OF
ACTION FOR ANY ALLEGED LOSS, DAMAGE, OR INJURY, OTHER THAN A CLAIM FOR COMPENSATION
FROM US PURSUANT TO SECTION 10. THIS RELEASE AND WAIVER COVERS ALL CLAIMS ARISING IN
TORT AS WELL AS THOSE ARISING UNDER ANY STATE OR FEDERAL STATUTE, THAT IN ANY WAY ARISE
OUT OF, OR RELATE TO, THE SERVICES OR PERFORMANCE OR ALLEGED NON-PERFORMANCE UNDER
ANY SERVICE AGREEMENT.
13. Our Functions. You acknowledge and agree that we are not a designer, manufacturer, marketer, seller, endorser,
guarantor, or insurer of your products or systems of any kind. By providing the Services we are not assuming and
we disclaim any obligation, including any duty of care toward you or any third party related to the design, testing by
entities other than a UL Company, or the manufacture, marketing, or sale of any product(s) or system(s) that you
submit to us for Services. You agree that: (a)our provision of Services is not intended to supplant your examination
and testing of such product(s) or system(s); (b)by our performance of Services, we are not assuming any duty that
you have to examine or test the design of such product(s) or system(s), either before or after manufacture or sale;
(c)we are not endorsing, or warranting the safety or performance of such product(s) or system(s); and (d)in
rendering Services,we are not supplying, information for your guidance and conduct of your business.
14. Our Documentation. We retain all ownership, rights, title, and interest, in and to any reports, procedures, data,
calculations, notes, or other materials in any form conceived, prepared, or generated or originated by any
UL Company ("UL Documentation"). You are prohibited from distributing any UL Documentation by way of any
medium, paper or electronic, to third parties without our prior written consent. Notwithstanding the foregoing, you
may distribute UL reports in their entirety internally and to regulatory authorities if required to do so. All such reports
must contain the following legend: "UL LLC authorizes the above named company to reproduce this Report provided
it is in its entirety."
15. Assignment. You cannot assign any of your rights or obligations under a Service Agreement to any other person
without our written consent. We may, upon prior notice to you, assign a Service Agreement or any of our rights or
obligations under a Service Agreement to any other UL Company.
16. Termination. Except as otherwise specifically provided in the Service Terms, a Service Agreement will continue until
terminated by either Party upon thirty(30) days' prior written notice to the other Party. In the event of your material
breach of any Service Agreement with us or any other UL Company, we may immediately terminate any or all
Service Agreements. Your failure or inability to pay your debts and obligations in the normal course of business as
well as any filing of a petition in bankruptcy or any similar filing for protection from creditors will be a material breach
by you of all Service Agreements. Upon notice of termination of a Service Agreement,we will take immediate steps
to bring the Services to a close in a prompt manner. Upon termination, we are entitled to reimbursement in full for all
Services provided and any other sums due pursuant to the Service Agreement up to the effective date of termination,
including any other direct costs and expenses incurred by us in connection the termination.
17. Third Party Beneficiaries. All other UL Companies, including UL LLC, are intended third party beneficiaries of each
of the Service Agreements for purposes of enforcing all provisions of the Service Agreements, other than those
provisions that create rights to receive income related to the Services. Except as provided above,each Party intends
that no provision of a Service Agreement will in any way benefit any other third party or accord any third party any
rights or remedies.
18. Waiver or Modification. Any failure by a Party to insist upon the performance of any provision of a Service
Agreement will not constitute a waiver of any rights or a waiver of any right to future performance of that provision.
For any waiver or modification of any provision of a Service Agreement to be effective, it must be set forth in a writing
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executed byboth Parties'authorized agents,
19. Dispute Resolution. Any dispute or disagreement, other than nonpayment of fees, relating to this GSA, any Service
Agreement entered into pursuant to this GSA. or any Services provided under any such Service Agnmement, will be
oaM]ed by oonhdenUo|, binding arbitration administered by the International Centre for Dispute Resolution of the
American Arbitration Association ("AAA") pursuant to the AAA Commercial Arbitration Rules and the Procedures for
Large, Complex Commercial Disputes. The arbitration venue will be Chicago, Illinois, except if. (i)your principal place
of business is in Europe,the venue will be London, UK; and (ii)your principal place of business is in Asia, Australia or
New Zealand, the venue will beSingapore, Republic ofSingapore. The arbitration will beconducted before apanel of
three (3) arbitrators. Each arbitrator will be an individual with substantial commercial transactional experience of at
least fifteen (15) ymono in a corporate or judicial legal setting. The arbitration panel will be selected as foUnxva: the
Parties will request o list of hen (10) arbitrators drawn from the AAA's panel of commercial arbitrators (who are
experienced in and familiar with the AAA's Procedures for Large, Complex Commercial Disputes). From this list, both
Parties will each choose one arbitrator. After they have been notified of their panel selection, the two(2) arbitrators
will agree on a third arbitrator from the list of ten (10), who will be the chair of the panel, and the panel will be final.
The decision of the majority of the arbitrators will be the panel's decision. The arbitrators will not have the authority to
add, change, or disregard any term of this GSA or any Service Agreement entered into pursuant to this GSA, award
incidental, consequential,or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost
pnofito), or exceed the remedies provided by Section 10 above. or the limitation of liability and release and waiver
described in Sections 1Oand 12 above. The panel's decision will be binding and judgment onthe arbitration award
may beentered byacourt ofcompetent jurisdiction. Arbitration will bethe final remedy for any dispute between the
Parties arising out of this GSA or any Service Agreement entered into pursuant to this GSA, provided, however, that
nothing herein shall prevent any Party from seeking a court order for injunctive relief(in addition to other remedies)to
stop or prevent misuse or misappropriation of its Marks, confidential or proprietary infVnnobon, or infringement of its
intellectual property, inecourt oflaw. All arbitrations shall beconducted inEnglish.
20. Notice. Any notice to you must be made by hand deUvory, courier service, mail, electronic mail or facsimile at your
principal place of business. Any notice to us or any other UL Company must be made by hand do|ivery, courier
aemioe, electronic mnai|. U.S. mail or facsimile c/o UL LLC, Attention: General Counse|, 333Phngoten Road,
Northbrook, Illinois, GOOG2. U.S.A. Notices will baeffective upon receipt.
21. Severability. If any provision of e Service Agreement is held inva|id, vokj, or unenfouc»able, the remainder of the
Service Agreement will not be afeotod, and each remaining provision of the Service Agreement will be valid and
enforced bzthe full extent permitted bylaw.
22. Governing Law/Jurisdiction. This GSA. any Service Agreement entered into pursuant to this GGA and any
Services provided under any such Service Agreement will be governed by the |owo of the State of Illinois, United
S\o\en of America, vvhbumd reference to its choice of law principles. You acknowledge that you may be purchasing
Services from UL Contracting Podime |omsVsd both inside and outside of your home country' that UL Companies in
other countries are third party beneficiaries of many of your agreements, and that we and you have a shared interest
in e single uniform governing law for all Service Agreements in order to achieve greater predictability in our
relationships.
23. Insurance. We reoon*» the right to require you to produce evidence that you maintain satisfactory insurance
coverage for the purpose ofmeeting any third party liability.
24. Survival of Terms. The provisions in e Sen/ice Agreement that by their nature prescribe continuing rights and
obligations shall survive the termination of the Service Agruoment, including the following provisions of this GSA:
Sections 3 (8cheduUng, Pricing and Payment Terms); 4 (Your Information); 5 (ConDdanba| Information); 8 (UL Name
or Marko, including provisions in any Sen/ice Terms that relate to the Marks;); 10(Client Remedies); 11 (Third Party
Claims); 12 (Release and Waiver); 14(Our Documentation); 17(Third Party Beneficiaries); 18(Waiver or
yWodificaton); 1Q(Dispute Resolution); and 22(Governing LawUuhmdintion).
25. English Language. All documentation relating to o Service Agreement will be in English. Any translations of
Service Agreement provided to you are for your convenience only and, in all cases,the English version will govern.
26. Complete Agreement. Unless otherwise provided in Section 27 of this GSA, each Service Agreement will constitute
the complete and fully integrated understanding between the Parties with respect to our performance of Services.
The applicable Service Terms take precedence over any conflicting provisions in a Quotation, Project Confirmation or
this GSA. Under no circumstances will any preprinted, additional, or different terms or conditions on your requests for
Ouctation, purchase orders, invoioas, sales or marketing mubsho|s, or other business documents apply to
any Services, modify any Service Agreement orbind us.
27. Effect onPrior Agreements. "Prior Agreements" means agreements to provide Services to you effective prior to
January 1,2012 with: (i)Underwriters Laboratories Inc. other than research pursuant to government and other grants,
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development and distribution of safety standards (either directly or through an agent), education of the public on
safety iesuen, distribution of grants to other organizai|ons, advocacy for consumer protection and such activities
related to such activities; (ii)UL de Argentina S.r.i performed under o Global Service Agreement; (iii)Underwriters
Laboratories of Canada Inc.; (iv)UL International Services B.V.; (v) UL India Pvt. Ltd.;or(vi)UL do Brasil Ltda,
a. Except as provided in subparagraph (b)below, your Prior Agreements are terminated as of the Effective Date.
For any Follow-Up Services that you are currently receiving, your execution of this GSA creates new separate
Service Agreement(s)for Follow-Up Services with the applicable UL Contracting Party based on your
Manufacturing Location. If your Manufacturing Location for a Covered Product is in: (i)one of the fifty states of
the United States or the District of Columbia, your applicable UL Contracting Party will be UL LLC; (ii)Argentina,
your UL Contracting Party will be UL de Argentina S.r.l.; (iii) Brazil, your UL Contracting Party will be UL do Brasil
Ltda.; (iv)Canada,your UL Contracting Party will be Underwriters Laboratories of Canada Inc.;(v)India,your
UL Contracting Party will be UL India Pvt. Ltd.; or(vi)anywhere else, your UL Contracting Party will be UL AG.
More than one separate Service Agreement for Follow-Up Services may be formed. Each such separate Service
Agreement for Follow-Up Services will be effective on the Effective Date and incorporates the terms of this GSA
and the Follow-Up Service Terms. The terms"Manufacturing Location"and "Covered Product"are defined inthe
Follow-Up Service Terms.
b. Any services,except Follow-Up Services,that you previously ordered but that have not been completed
(work-in-process)as of the Effective Date will continue to be governed by your Prior Agreements and any existing
Quotation urProject Confirmation.
n. Agreements with Underwriters Laboratories Inc.for research pursuant to government and other grants,
development of standards for testing for public safety and advocacy for consumer protection and with UL de
Argentina S.r.l.for services performed under an agreement other than a Global Services Agreement will remain in
effect.
2M' Additional ULContracting Parties. Any ULCompany, whether currently inexistence orformed etolater date,
which is not a party to this GSA may enter into a GSA with you in the form of this GSA by agreeing in writing to accept
the terms nfthis GSA and submitting such signed agreement hous.
29. Electronic Signature. This GSA and Service Agreements may be executed and delivered by facsimile, PDF or by
means ufother electronic signature and such facsimile. PDF orother electronic signatures will be deemed to be valid
and original.
30. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations due to fire,
0ood, eodhquakm, elements of notuna, odo of God, acts of war, banoham, hots, civil disorder, rebellions, or other
similar cause beyond the reasonable control of the Party affected, provided that such default or delay could not have
been prevented by reasonable precautions and cannot reasonably becircumvented, and, provided further, that the
Party hindered or delayed immediately notifies the other Party describing the circumstances causing the delay. This
provision shall not act to delay or defer the payment of any sums which may be due and owing.
YOU REPRESENT AND WARRANT THAT THE UNDERSIGNED|SAUTHORIZED TO EXECUTE THIS GSA ONBEHALF OF
THE CLIENT NAMED BELOW.
UL Contracting Parties CITY OF REDLANDS
(C|ianfmFull Legal Name)
By: - ._~~~-- By:
Signature of Authorized Representative dbient
Name: Sajeev Jesudas N -
Signature ofAuthorized Representative of