CM-2018-1846 - 9/7/2018CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF
HVAC REPLACEMENT UNITS AT
FIRE STATION NO.6
WITH
CARRIER CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for the replacement of HVAC units at Fire Station No. 6,
and for relatedgoods a services (referred to herein the "Agreement"), is made and entered
into on this they of the month of �• , 2018 by and between the CITY
OF ROUND ROCK, a Texas home -rule municipality, whose offices are located at 221 East Main
Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and CARRIER
CORPORATION, whose offices are located at 11100 Metric Boulevard, Suite ##400, Austin,
Texas 78758 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain deliverables, specifically new HVAC units
for Fire Station No. 6 to replace the existing HVAC units, and City desires to procure same from
Vendor; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor through Buy Board Contract # 552-17;
and
WHEREAS, City desires to purchase certain goods and services from Vendor through
Buy Board as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell and install same. The
Agreement includes Vendor's Proposal dated July 30, 2018 (attached as Exhibit "A").
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01 EFFECTIVE DATE, TERM, ALLOWABLE RENEWALS, PRICES FIRM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. This Agreement shall terminate upon the purchase and installation of all goods
and services as described in Exhibit "A."
C. Prices shall be firm for the duration of this Agreement. No separate line item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
demurrage, costs associated with obtaining permits, or any other extraneous charges.
D. City reserves the right to review the relationship with Vendor at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions set forth in pages one (1) through nine (9) of this Agreement.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all goods and complete all services described in
Vendor's Proposal, Exhibit "A," attached hereto and incorporated herein.
This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract term specified. A change in the Scope of Services must be negotiated and
agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as
described herein.
5.01 CONTRACT AMOUNT
In consideration for the deliverables and services related to the deliverables, the City
agrees to pay Vendor Sixty -Seven Thousand Ninety -Five and No/100 Dollars ($67,095.00) for
the goods and services set forth in Exhibit "A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which
the performance of services was complete, or within thirty (30) days of the day on which City
receives a correct invoice for the performance and/or deliverables or services, whichever is later.
Vendor may charge interest on an overdue payment at the "rate in effect" on September I of the
fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on the
purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor
may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Rolando Rodriguez
Facility Supervisor
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3188
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
httg:/+'www.roundrocktcxas.gov/wp-contcnt/uploadsl20l4/I2rcorr insurancc 07.201I2,pdf.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any,
and that it will not be considered in the re -advertisement of the service and that it may not be
considered in future bids for the same type of work unless the scope of work is significantly
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
B. Services Provider acknowledges and understands that City has adopted a Storm
Water Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139
through 14-152 of the City's Code of Ordinances, to manage the quality of the discharges from
its Municipal Separate Storm Sewer System (MS4) and to be in compliance with the
requirements of the Texas Commission on Environmental Quality (TCEQ) and the Texas
Pollutant Discharge Elimination System (TPDES). The Services Provider agrees to perform all
operations on City -owned facilities in compliance with the City's Illicit Discharge Ordinance to
minimize the release of pollutants into the MS4. The Services Provider agrees to comply with of
the City's stormwater control measures, good housekeeping practices and any facility specific
stormwater management operating procedures specific to a certain City facility. In addition, the
Services Provider agrees to comply with any applicable TCEQ Total Maximum Daily Load
(TMDL) Requirements and/or 1 -Plan requirements.
C. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (l) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of Vendor
verifies that Vendor does not boycott Israel and will not boycott Israel during the term of this
Agreement.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and Iegal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Carrier Corporation
I 1100 Metric Blvd, Suite #400
Austin, Texas 78758
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.41 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, T
Attest:
By: _
Sara L. White, City Clerk
For City, p roved as to F rm:
By
Stephan . Sheets, City Attorney
Carrier Corporation
By: ,.--
Printed Name:
Title:
Date Signed: g- 2.•\
Exhibit "A"
Address
Carr er
Contact Name Rolando Rodriguez
Account CITY OF ROUND ROCK
Phone 5122185434
Site Address 2919 Joe Ditnaggio Blvd
Round Rock, TX, 78665
Job Description Fire Station #6 HVAC Replacement, BuyBoard 552-17
Phone
Fax
E-mail
11100 Metric Blvd, Suite #400
Austin Texas 78758
(512) 3646322
(860)660-8748
melissa.house@mrrier.utc.com
Estimate Date 07/30/2018
Quote Number 00424430
Scope of Work
Replace two (2) four ton units, one (1) rive ton unit, one(]) six ton unit with new Carrier roof top units. In addition we will replace the one (1)
eight ton outside air unit with anew Carrier unit We will reconnect the control wires, electrical, and condensate. We will perform factory startup
once the work is complete. We will use PVC on all drain line reconnections. All work to be done during regular hours.
Please see attached submittals for details.
Exclusions / Clarifications
This quote does not include the waste disposal and labor perfarmed outside normal business hours unless otherwise noted. In addition, the quoted
price does not include any sales, excise, or similar taxes, any that apply will be added at cost.
Proposal excludes extended warranty, overtime labor, new smoke detectors, new regulators, new disconnects, changes to the existing electrical
and gas service, building controls, and roofing or structural changes.
Total Quoted Price
Total Price for Scope of Work excluding applicable taxes: $67,095.00
This proposal is valid for 30 days from the date of proposal. Carrier's terms and conditions will govern in lieu ofany other terms and conditions
contained in any resulting Purchase, Order, Contract, Agreement, e1c. Carrier would like to thank you for the continuing opportunity to be of
service.
Sincerely,
Melissa House
Carrier Commercial Service
Customer Acceptance(signature) Date
Title
Purchase Order
Regulated by The Texas Department of Licensing and Regulation, P.D. Box 12157, Austin, Texas 78711, 1.800-803-9202, 512463-6599,
www.license.slate.tx.us, License # TACLA59534C
The attached Terms & Conditions shall govern.
Quote N00424430
Exhibit "A"
CARRIER CORPORATION
TERMS AND CONDITIONS OF SALE—EQUIPMENT AND/OR SERVICE
LPAYMENT AND TAXES - Payment shall be made net 30 days
from dale of invoice. Carrier reserves the right to require cash
payment or other alternative method of payment prior to shipment or
completion of work if Carrier determines, in its sole discretion, that
Customer or Customer's assignee's financial condition at any time
does not justify continuance of the net 30 days payment term. In
addition to the price. Customer shall pay Carrier any taxes or
government charges arising from this Agreement. If Customer
claims that any such taxes or government charges do not apply to the
transactions governed by this Agreement, Customer shall provide
Carrier with acceptable tax exemption certificates or other applicable
documents.
2 -EXTRAS - Equipment, parts or labor in addition to those specified
in this Agreement will be provided upon receipt of Customer's
written authorization, paid for as an extra at Carrier's prevailing labor
rates and equipmeallparts Charm and subject to the tam of this
Agreement.
3AMIRNS - No items will be accepted for return without prior
written authorization. Returned goods may be subject to a restocking
charge. Special order and non -stock items cannot be returned
4.SHIPMENT - All shipments shall be F.O.B. shipping point, freight
prepaid and allowed to the job site. Shipment dates quoted are
approximate. Carrier does not guarantee a particular date for
shipment or delivery.
S.PARTIAL SIUPMENT - Carrier shall have the right to ship any
potion of the equipment. goods or other materials included in this
Agreement and invoice Customer for such partial shipment.
(.DELAYS - Carrier shall not be liable for delays in manufacturing,
shipping or delivery by causes beyond the control and without the
fault or negligence of Carrier, including but not restricted to acts of
God, ads of a public enemy, acts of government, acts of terrorism,
bras, floods, epidemics, quarantine restrictions, freight embargoes,
supplier delays. strikes, or labor difficulties (collectively "Farce
Majeure Events"). Carrier agrees to notify Customer in writing as
soon as practicable of the causes of such delay. In the event that any
materials or equipment to be provided by Carrier under this
Agreement become permanently unavailable as a result of a Form
Majeure Event. Carrier shall be excused from furnishing such
materials or equipment.
7.WARRAM[Y - Carrier warrants that all equipment manufactured
by Carrier Corporation and all Carrier equipment, parts or
components supplied hereunder will be fro from defects in material
and workmanship. Carrier shall at its option repair or replace, F.O.B.
point of sale, any equipment part or component sold by Carrier and
determined to be defective within one (1) year fiom the date of initial
operation or eighteen (18) months from date of shipmenk whichever
is earlier. Carrier does not warrant products not manufactured by
CarderCorporation, but it does pass an to Customer any transferrable
manufacturer warranties for those products. Carrier warrants that all
service provided by Carrier hereunder shall be performed in a
workmanlike manner. In the event any such service is determined to
be defective within ninety (90) days of completion of that services
Carrier shall at its option reperform or issue a credit for such service.
Carries obligation to repair or replace any defective e{uipment.
parts or components during the warranty period shall be Customer's
exclusive remedy. Cartier shall not be responsible for tabor charges
for removal or reinstallation of defective equipment, parts or
components, far charges for transportation, handling and shipping or
refrigerant loss, or for repairs or replacement of such equipment,
parts or components, required as a consequence of faulty installation,
misapplication, vandalism, abuse. exposure to chemicals, improper
servicing, unauthorized alteration or improper operation by persons
other than Cartier. THIS WARRANTY IS GIVEN M LIEU OF ALL
INCLUDING -THE 94PLIED WARRANTIES OF
PURPOSE
&WORKING HOURS - All services performed under this
Agreement, including but not limited to, major repairs, are to be
provided during Carrier's normal working hours unless otherwise
agreed.
9 -CUSTOMER RESPONSIBILITIES (Service Contracts only) -
Customer shall:
• Provide safe and reasonable equipment access and a safe
work environment.
• Permit access to Customer's site, and use of building
services including but not limited to: water, elevators,
receiving dock Facilities, electrical service and local
telephone service.
• Keep areas adjacent to equipment free of extraneous
material, move any stock, fixtures, walls or partitions that
may be necessary to perform the specified service.
• Promptly notify Carrier of any unusual operating
conditions.
• Upon agreement of a timely mutual schedule, allow Carrier
to stop and start equipment necessary to perform service.
• Provide adequate water treatment.
• Provide the daily routine equipment operation (if not part
of this Agreement) including availability of routine
equipment log readings.
• Where Carrier's remote monitoring service is provided,
provide and maintain a telephone line with long distance
direct dial and answer capability.
• Operate the equipment property and in accordance with
instructions.
• Promptly address any issues that arise related to mold,
fungi. mildew or bacteria.
• Identify and label any asbestos containing material that
may be present. The customer will provide, in writing,
prior to the start of a job. a signed statement regarding the
absence or presence of asbestos for any job where the
building or the equipment to be serviced is older than 1991.
Should this document state that no asbestos is presant. the
customer will also provide in writing the method used to
determine the absence of asbestos.
10 -EXCLUSIONS - Carrier is not responsible for items not normally
subject to mechanical maintenance including but not limited to: duct
work, casings, cabinets, fixtures, structural supports, grillage, water
piping, steam piping, drain piping cooling tower fill, boiler tubes,
boiler refractory, disconnect switches and circuit breakers. Carrier is
not responsible for repairs, replacements, alteration4 additions„
adjustments, repairs by others, unscheduled calls or emergency calls,
any of which may be necessitated by negligent operation, abuse,
misuse, prior improper maintenance, vandalism, obsolescence,
building system design. damage due to freezing weather.
chemicalklectrachemical attack, corrosion, erosion, deterioration due
to unusual wear and tear, any damage related to the presence of mold,
fungi, mildew, or bacteria, damage caused by power reductions or
failures or any other cause beyond Carrier's control. Carrier shall not
be required to perform tests, install any items of equipment or make
modifications that may be recommended or directed by insurance
Quote #00424430 CarricrCommeraal Servide
Exhibit "A"
companies. governmen4 statei municipal or other authority.
However, in the event any such recommendations occur, Cagier, at
its option, may submit a proposal for Customer's consideration in
addition to this Agreement. Carrier shall not be required to repair at
replace equipment that has not been properly maintained
ILEQUIPMENT CONDITION & RECOMMENDED SERVICE
(Service Condraett only) - Upon the initial scheduled openuing
andlor initial annual stop inspaaiom should Carrier determine the
need for repairs or replacement, Carrier will provide Customer in
writing an 'equipment condition' report including recommendations
for corrections and the price for repairs in addition to this AgroanenL
In the event Carrier recommends certain services (that are not
included herein or upon initial inspection) and if Customer does not
elect to have such services properly performed in a timely fashion,
Carrier shall not be responsible for any equipment or control failures,
operability or any long-term damage that may result. Carrier at its
option will either continue to maintain equipment and/or controls to
the best of its ability, without any responsibility, or remove such
equipment from this Agreement, adjusting the prix accordingly.
12.PROPRIETARY RIGHTS (Service Contracts only) - During
the term of this Agreement and in combination with certain services,
Carrier may elect to install, attach to Customer equipment, or provide
portable devices (hardware and/or software) that shall remain the
personal proprietary property of Carrier. No devices installed,
attached to real property or portable devicgs) shall become a fixture
of the Customer locations. Customer shall not acquire any interest,
title or equity in any hardware, softwarq processes, and other
intellectual or proprietary rights to devices that aro used in connection
with providing service on Customer equipment.
13.DATA RIGHTS (Service Contracts only) - Customer hereby
grants and arm to grant to Carrier a worldwide, not -exclusive,
non -terminable, irrevocable, perpetual, paid-up, royalty free license
to any Source Data, with the right to sub -license to its affiliates and
suppliers for (i) Carrier's performance of services pursuant to this
Agrxment, (it) the improvement of Carrier services, and Carrier's
Analytics Platferm; (iii) improving product performance, operation,
reliability, and maintainability; (iv) to create, compile, andfor use
datasets andfor statistics for the purposes of benchmarking,
development of best practices, product improvement; (v) the
provision of services to third parties, (vi) research, statistical, and
marketing purposes, and/or (vii) in support of Carrier agreements.
Source Data — shall mean data that is produced directly from a
system. or device and received at a collection point or a antral server
(r -g. a Carrier database, data lake, or third party cloud service)°
Analytics Platform — shall mean saver algorithms or web interface
systems used to (i) interpret, convert, manipulate, or calculate data,
(ii) perform data processing, and/or (iii) the delivery of data to
Carrier, affiliates or suppliers of Carrier. and/or customer.
14 -RETURN OF DATA (Service Contracts only) - Customer
understands and acknowledges that the portable devices will collect
Source Data that will be stored on and/or transmitted to Carter's
servers and to suppliers or affiliates that are contracted by Carrier and
used to tnuhanit, process, extract or stone such Source Data far
purposes of Carrier's performance of the service in accordance with
this AgreanenL Once such data and information has been stored
mWor transmitted to Carrier's servers, Customer agrees that such
data and information shall become part of Carrier's database and
therefore subject to the license terms under section 13.
15.DATA DELIVERY - Daring the term of the Agreement
Customer shall (i) make reasonable efforts to ensure that the
hardware remains powered on, (it) avoid intentional action to impede,
block or throttle collection and transmission of Source Data by
Carrier, and (iii) avoid intentional action to disable, turn off, or
remove the hardware without Carrier's capers written consent,
which consent shall not be unreasonably withheld
KREVERSE ENGINEERING - Customer shall not extract,
decompile or reverse engineer any software included with,
incorporated in, or otherwise associated with the hardware and shall
not reverse engineer any reports or analytics provided to or received
by Customer from Carrier.
17.WAIVER OF DAMAGES - Under no circumstances shall
Carrier be liable for any incidental, special or consequential damages,
including loss of revenue, lass of use of equipment or faduties, or
economic damages based on strict liability or negligence.
ILLIMITATION OF LIABILITY - Carrier's maximum liability
for any reason (except for personal injuries) arising from this
Agreement shall not exceed the value of the payments received by
Carrier under this Agreement.
19.CANCELLATION - Customer may cancel this Agmement only
with Carrier's prior written consent, and upon payment of reasonable
cancellation charges. Such charges shall take into account coats and
expenses incurred, and purchases or contract commitments made by
Carrier and all other losses dem to the cancellation including a
reasonable profit
20.CUSTOMER TERMINATION FOR CARRIER NON-
PERFORMANCE - Customer shall have the tight to terminate this
Agreement far Carrier's non-perfornance provided Carrier fails to
cure such non-performance within thirty (30) days atter having been
given prior written notice of the non-performance. Upon early
termination or expiration of this Agreement, Carrier shall have fixe
access to enter Customer locations to disconnect and remove any
Carrier personal proprietary property or devices as well as remove
any and all Carrier -owned parts, tools and personal property.
Additionally, Customer agrees to pay Carrier for all incurred but
unamortized service casts performed by Carrier including overheads
and a reasonable proRL
21.CARRIER TERMINATION! - Carrier reserves the right to
discontinue its service any time payments have not been made as
agreed or if alterations, additions or repairs are made to equipment
during the term of this Agreement by others without prior agreement
between Customer and Carrier.
22 -CLAIMS - Any lawsuits arising from the performance or
nonperformance of this Agreement, whether based upon contract,
negligence, strict liability or otherwise, shall be brought within one
(1) year from the date the claim arose.
23 -GOVERNMENT PROCUREMENTS - The components,
equipment and services provided by Carrier are 'commercial items"
as defined in Section 2.101 of the Federal Acquisition Regulations
("FAR'% and the prices of such components, equipment and services
are based on Carrier's commercial pricing policies and practices
(which do not consider any special requirements of U.S. Government
cost principles. FAR Part 31, or any similar proauement regulations).
As such, Carrier will not agree to provide or certify cost or pricing
data, nor will Carrier agree to comply with the Cost Accounting
Standards (CAS). In addition, no federal government procurement
regulations, such as FARs or DFARs, shall apply to this Agreement
except those regulations expressly accepted in writing by Carie.
24.111AZARDOUS MATERIALS - Carrier is not responsible for the
identification, detection. abatement, encapsulating or removal of
asbestos, products or materials containing asbestos, similar hazardous
substances, or mold, fungi, milde% or bacteria. If Carrier encounters
any asbestos or other hazardous material while performing this
Qum #00424430 Lanier Ghmarar;al Service
Exhibit "A"
Agreement, Carrier may suspend its work and remove its employers
from the project, until such material and any hazards associated with
it are abated. The time for Carrier's performance shall lie extended
accordingly, and Carrier shall be compensated for the delay.
25.WASTE DISPOSAL - Customer is wholly responsible for the
removal and proper disposal of waste W. refrigerant and any other
material generated during the term of this Agreement.
26SUPERSEDURE, ASSIGNMENT and MODIFICATION -
7his Agreement contains the complete and exclusive statement of the
agreement between the parties and supersedes all previous or
contemporaneous, oral or written, statements. Customer may assign
this Agreement only with Carrier's prior written consent. No
modification to this Agreement shall be binding unless in writing and
signed by both parties.
27.CUS70MER CONSENT - Customer consents and agrees that
Carrier may, from time to time, publicize Cartier related projects with
Egdpment and/or service
CCS-TCES 032718
Customer. including the value of such projects, in all forms and
media for advertisin& trade, and any other lawful purposes.
28.FOR WORK BEING PERFORMED IN CALIFORNIA -
Contractors are required by law to be licensed and regulated by the
Contractors' State License Beard which has jurisdiction to investigate
complaints against contractors if a complaint regarding a patent act or
omission is filed within four years of the date of the alleged violation.
A complaint regarding a latent act or omission pertaining to structural
defects must be filed within 10 years of the date of the alleged
violation. Any questions concerning a contractor may be referred to
the Registrar, Contractors' State license Board. P.O Box 26000,
Sacramento, California 95826.
29 -INTELLECTUAL PROPERTY — Notwithstanding anything to
the contrary stated herein, Canier retains ownership of its intellectual
property and no license to Carrier's intellectual property is granted
except as necessary for Customer to use any deliverables and/or
services provided hereunder.
Qual a OM24430 thrrier Commercial service
City of Round Rock
�r
TEXA ROUND ROCK Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Carrier Corporation for the purchase
and installation of HVAC replacement units at Fire Station No. 6.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/7/2018
Dept Director: Chad McDowell, General Services Director
Cost: $67,095.00
Indexes: General Self -Financed Construction
Attachments: Agreement, LAF
Department: General Services Department
Text of Legislative File CM -2018-1846
Consider executing an Agreement with Carrier Corporation for the purchase and
installation of HVAC replacement units at Fire Station No. 6.
This agreement is for the replacement of two (2) four ton units, one (1) five ton unit, one (1)
six ton unit with new Carrier roof top units. In addition we will replace the one (1) eight ton
outsider air unit with a new Carrier unit. The current units were installed in 2005.
Cost: $67,095.00
Source of Funds: General Self -Financed Construction
City of Round Rock Page 1 Printed on 9/6/2018