R-2019-0122 - 2/28/2019 RESOLUTION NO. R-2019-0122
WHEREAS, the City of Round Rock ("City') desires to purchase certain deliverables,
specifically new Remote Terminal Units for the Allen R. Baca Center to replace the existing units; and
WHEREAS, the City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board"); and
WHEREAS, Carrier Corporation is an approved vendor of the Buy Board; and
WHEREAS, the City desires to purchase certain goods and services from Carrier Corporation
through Buy Board,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Purchase and Installation of Remote Terminal Unit Replacements at Allen R. Baca
Center with Carrier Corporation, a copy of said Agreement being attached hereto as Exhibit "A" and
incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 28th day of February, 2019.
Z Al,
CRAIG ORG , Mayor
City of ound ck, Texas
ATTEST:QZAJ, 6ok—
SARA
•L. WHITE, City Clerk
0112.1902;00418663
EXHIBIT
"All
00
CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF
REMOTE TERMINAL UNIT REPLACEMENTS AT
ALLEN R. BACA CENTER
WITH
CARRIER CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the replacement of Remote Terminal Units at the Allen
R. Baca Center, and for related goods and services (referred to herein as the "Agreement"), is
made and entered into on this the '�t,day of the month of Ff%or%nay-4 , 2019 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 Remote
Terminal Units for the Allen R. Baca Center to replace the existing 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:
00418131/ss2
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 January 18, 2019 (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
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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 One Hundred Sixty Thousand Nine Hundred.Eighty-Two and No/100
Dollars($160,982.00) 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.
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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 1 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 VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
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12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Chad McDowell
General Services Director
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3 t91
cmcdowell(Li.�roundrocktexas.tiov
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
littl2://www.rotitidrt)cktexa,s.�()v/wp-content/tiplo,ids/-l014/12`/corr insurance 07.20112.0d.f.
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.
C7
15.01 DEFAULT
If Vendor abandons or defaults Linder 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. I
Vendor shall be declared in default of this Agreement if it does any of the following:
I
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 Linder the bankruptcy laws of the United
States,
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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. Vendor 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
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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 Vendor 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 Vendor 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 Vendor agrees to comply with any applicable
TCEQ Total Maximum Daily Load(TMDL)Requirements and/or I-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: (1) 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 legal
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 parry.
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 aft=er 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
11100 Metric Blvd, Suite#400
Austin, Texas 78758
7
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.
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25.01 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,Texas Carrier Corporation
By: By _
Printed Name: Printed Name: Sr*vt S'n&kor%
Title: Title: &AS (�,Cjr
Date Signed: Date Signed:
Attest:
By:
Sara L. White, City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets, City Attorney
= Modernization Proposal
Prepared City of Round Rock Date: 1/18/2019
For:Attn: Richard Will
Project info: RTU Replacement Allen Baca Prepared By; Melissa House
Carrier Commercial Service
Quote No: 00453377 11100 Metric Blvd,Suite 400
Location: Allen Baca Senior Center Austin,TX 78758
301 W.Bagdad Ave M: 512-364-6322
Round Rack,TX Melissa.house@carrier.utc.om
Terms: this p,oposal is wbiect to the attached TERMS AND CONDITIONS OF SALE—CARRIER COMMERCIAL SERVICES
Scope of Work—90 Ton,8.5 Ton,and 3 Ton RTU Replacement,Buy8oard 552•.17
Project Description:
Carrier Commercial Service will replace three RTU's.
Technical Services:
• Permitting
• Submittals
Installation Services:
• Check In with Customer
• Lock/Tag-out applicable energy sources
• Remove refrigerant from chiller using EPA approved equipment and document
• Crane&Rigging
• Hauling of existing equipment
• Reconnection to existing electrical.We will reuse the existing disconnects on the 8.5 and 3 ton unit.The 90 ton unit will have a new unit
mounted disconnect.
• Reconnection to existing drain and gas lines.
• We will reuse the existing curbs.
• Upon completion we will perform start up and verify proper operation.
• All prep work to be performed on Friday,replacement will take place on Saturday,wrap up and official start up will be done during
regular hours.
• If T&B is selected it will be performed on all the RTU's(qty 4) during overtime hours.Excludes T&B on other items suchs as VAV boxes
and exhaust.
�� „ >^s !av v,t ✓ _., t v '� sZ.� tit¢"-w iY.�'�t'r t!\"�,�Y' Yc S' �rK+ '� �.St ��� j � ��.. �
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^; `t"��t''.�'A�E�,x
Exhibit "A"
va-gymmadawModernization Proposal
Product Specifications:
• Carrier 50P3-090636TL2CGZ-(Lead Tlme Approximately 10 Weeks)
0 90 Tons, EER-9.7, IEER—13.4
0 Electrical Requirements:MCA—268,MOCP—300
o Full factory charge of R-410a refrigerant
o Hi cap Evap
o Economizer w/Modulating Power Exhaust
o Disconnect
0 115v Convenience Outlet:Factory Wired
o Low Sound Condenser Fans
o Supply VFD
o Low Leak Economizer Damper
o Please see submittal for complete details
• Carrier 48HCDD09A2A6-DW3G0 High Efficiency(Lead Time Approximately 5 Weeks)
0 8 Tons, EER-12, IEER—13.8
o Electrical Requirements:MCA-19,MOCP-25
o Full factory charge of R-410a refrigerant
o Medium Static Option-Belt Drive
o Comfortlink Consols with scrolling marquee
o Enthalpy Ultra Low Leak Econo w/Baro Relief
0 2-Speed indoor fan motor controlled by VFD
o Please see submittal for complete details
• Carrier 48HCDA04A2A6-DW3A0 High Efficiency
0 3 Tons, ARI SEER 15
0 Electrical Requirements:MCA—11,MOCP—15
o Full factory charge of R-410a refrigerant
o Medium Static Option-Belt Drive
0 ComfortLink Contols with scrolling marquee
o Enthalpy Ultra Low Leak Econo w/Baro Relief
o Please see submittal for complete details
Scope Clarifications&Exclusions
Exhibit "A"
• Modernization Proposal
Scope Exclusions:
Energy Load Calculations Engineered Drawings
Electrical Upgrades Controls
Touch up paint Roofing
Curb adaptors Any work not specifically listed above
Disconnects on small units T&B(Optional)
Scope Clarifications:
• Unless otherwise noted in this quote;All salvage,scrap and core value will be retained by Carrier and not reimbursed to the
customer
END-Scope Clarifications&Exclusions
Total price for the above(including taxes).................................................................. See Below
Description 50P and HC Series High Efficiency
Base Price Including Items Listed Below: $155,978.00
• Hail Guards on 8 ton and 3 ton RTU's
• Security Grills on 90 Ton RTU
• Motor Master on All RTU's
• Five Year Parts and Labor Warrant
Add for Test and Balance RTU's Only Overtime: $5,004.00
Total for Install and T&B: $160,982.00
Thank you for your consideration of Carrier Corporation for this project. We look forward to working with you and your team on this
unique opportunity. Please feel free to contact me anytime with questions or for any clarifications or scope modifications.
Melissa House
Account Representative
Carrier Corporation
PROCEED AS INDICATED:
Carrier Corporation CUSTOMER:
Name Customer Name
Signature Date Signature Date
Title Title
CARRIER CORPORATION
Exhibit "A"
i Modernization Proposal
TERMS AND CONDITIONS OF SALE-EQUIPMENT AND/OR SERVICE
1.PAYMENT AND TAXES-Payment shall be made net 30 days from date of invoice. 9.CUSTOMER RESPONSIBILITIES(Service Contracts only)-Customer shall:
rattler reserves the right to require cash payment or other alternative method of
Payment prior to shipment or completion of work it Carrier determines.In Its sole . Provide safe and reasonable equipment access and a safe work environment.
discretion,that Customer or Customer's assignee's financial condition at any time does Permit access to Customer's site,and use of building services Including but
not Justify continuance of the net 30 days payment term. In addition to the price, not limited to:water,elevators,receiving dock facilities,electrical service
Customer shall pay Carrier any taxes or government charges arising from this Agreement. and local telephone service.
If Customer claims that any such taxes or government charges do not apply to the . Keep areas adjacent to equipment free of extraneous material,move any
transactions governed by this Agreement,Customer shall provide Carrier with acceptable stock,fixtures,walls or partitions that may be necessary to perform the
tax exemption certificates or other applicable documents. specified service.
. Promptly notify Carrier of any unusual operating conditions.
2.EXTRAS-Equipment,parts or labor In addition to those specifiedin this Agreement will Upon agreement of a timely mutual schedule,allow Carrierto stop and start
be provided upon receipt of Customer's written authorization,paid for as an extra at equipment necessary to perform service.
Carrier's prevailing labor rates and equipment/parts charges,and subject to the terms of . Provide adequate water treatment.
this Agreement. . Provide the dally routine equipment operation(if not part of this Agreement)
including availability of routine equipment log readings.
3.RETURNS-No items will be accepted for return without prior written authorization. . Where Carriers remote monitoring service Is provided,provide and maintain
Returned goods maybe subject to a restocking charge.Special order and non-stock Items
cannot be returned. a telephone line with long distance direct dial and answer capability.
. Operate the equipment properly and In accordance with Instructions.
A.SHIPMENT-All shipments shall be F.D.B.shipping • Promptly address any Issues that arise related to mold,fungi,mildew or
p pp g point,freight prepaid and allowed bacteria.
to the Job site. Shipment dates quoted are approximate. Carrier does not guarantee a
particular date for shipment or delivery. Identify and label any asbestos containing material that maybe present,The
customer will provide,In writing, prior to the start of a job,a signed
S.PARTIAL SHIPMENT-Carrier shall have the right to ship an statement regarding the absence or presence of asbestos for any job where
8 D c Poulton of the equipment, the building or the equipment to be serviced is elder than 1981.Should this
goads or other materials Included M this Agreement and Invoice Customer far such partial document stale that no asbestos Is resent,the customer will also provide
shipment. D
In writing the method used to determine the absence of asbestos.
6.DELAYS-Carrier shall not be liable for delays In manufacturing,shipping or delivery by 10.EXCLUSIONS
Carrier Is not responsible for items not normally subject to mechanical
causes beyond the control and without the fault or negligence of Carrier,Including but maintenance including but not limited to:duct work,casings,cabinets,fixtures,structural
notrestricted to acts ofGod,acts of a public enemy,acts of government.acts of terrorism, supports,grillage,water piping,steam piping,drain piping,cooling tower fill,boiler tubes,
rites, Roods,epidemics, quarantine restrictions, freight embargoes,supplier delays, boiler refractory,disconnect switches and circuit breakers.Carrier Is not responsible for
strikes,or labor difficulties(collectively'Force Majeure Events").Carrier agrees to notify repairs, replacements, alterations, additions, adjustments, repairs by others,
Customer in writing as soon as practicable of the causes of such delay.In the event that unscheduled calls or emergency calls,an of which may be necessitated
any materials or equipment to be provided by Carrier under this Agreement become 8 y y Y by negligent
permanently unavailable as a result of a Force Majeure Event,Carrier shall be excused operation, abuse, misuse, prior Improper maintenance, vandalism, obsolescence,
building system design,damage due to freezing weather,chemical/electrochemical
from furnishing such materials or equipment. attack,corrosion,erosion,deterioration due to unusual wear and tear,any damage
7.WARRANTY•Carrier warrants that all equipment manufactured by Carrier Corporation related to the presence of mold,fungi,mildew,or bacteria,damage caused by power
reductions or failures or any other cause beyond Carriers control.Carrier shall not be
and all Carrier equipment,parts or components supplied hereunder will be free from required to perform tests,Install any Items of equipment or make modifications that may
defects In material and workmanship.Carrier shall at its option repair or replace,F.O.B. be recommended or directed by insurance companies,government,state,municipal or
point of sale,any equipment,part or component sold by Carrier and determined to be other authority. However.In the event any such recommendations occur,Carrier,at Its
defective within one(1)year from the date of initial operation or eighteen(18)months option, may submit a proposal for Customer's consideration in addition to this
from date of shipment,whichever is earlier. Carrier does not warrant products not Agreement. Carrier shall not be required to repair or replace equipment that has not
manufactured by Carrier Corporation,but it does pass on to Customer any transferrable been properly maintained.
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 11-EQUIPMENT CONDITION&RECOMMENDED SERVICE(Service Contracts only)-Upon
service is determined to be defective within ninety(90)days of complellon of that service, the Initial scheduled operating and/or Initial annual stop Inspection,should Carrier
Carrier shall at Its option re-perform or issue a credit for such service.Carriers obligation determine the need for repairs or replacement,Carrier will provide Customer In writing
to repair or replace any defective equipment,parts or components during the warranty in'equipment conditlon'repartIncluding recommendations for corrections and the price
period shall be Customer's exclusive remedy. Carrier shall not be responsible for labor for repairs in addition to this Agreement.In the event Carrier recommends certain
charges for removal or reinstallation of defective equipment,parts or components,for services(that are not Included herein or upon Initial Inspection)and If Customerdoes not
charges for transportation,handling and shipping or refrigerant loss,or for repairs or elect to have such services properly performed In a timely fashion,Carrier shall not be
replacement of such equipment,parts or components,required as a consequence of responsible for any equipment or control failures,operability or any long-term damage
faulty Installation,misapplication,vandalism,abuse,exposure to chemicals.Impropersenrithat may result. Carrier at Its option will either continue to maintain equipment and/or
THIS A RANTYunauthIS GI alteration or Improper operation by persons other than Carrier. controls to the best of Its ability,without any responsibility,or remove such equipment
THIS WARRANTY IS GIVFN IN LIFU OF ALL OTHER WAggAM)FS EXPRESS,IM LIED OR from this Agreement,adjusting the price accordingly.
STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY ANO FITNESS.
FOR A PARTICULAR PURPOSE.
12.PROPRIETARY RIGHTS(Service Contracts only)•During the term of this Agreement
and In combination with certain services,Carr(er may elect to Install,attach to Customer
8.WORKING HOURS-All services performed under this Agreement,Including but not equipment,or provide portabledevices(hardware and/or software)that shall remain the
limited to,major repairs,areto be provided during Carriers normal working hours unless personal proprietary property of Cartier. No devices Installed,attached to real property
otherwise agreed, or portable devices)shall become a fixture of the Customer locations. Customer shall
Exhibit "A"
• Modernization Proposal
not acquire any Interest,title or equity In any hardware,software,processes,and other for all Incurred but unamortized service costs performed by Carrier Including overheads
intellectual or proprietary rights to devices that are used in connection with providing and a reasonable profit.
service on Customer equipment.
21.CARRIER TERMINATION-Carrier reserves the right to discontinue Its service any time
13.DATA RIGHTS(Service Contracts only)-Customer hereby grants and agrees to grant payments have not been made as agreed or if alterations,additions or repairs are made
to Carrier a worldwide,non-exclusive,non-terminable.Irrevocable,perpetual,paid-up, to equipment during the term of this Agreement by others without prior agreement
royalty free license to any Source Data,with the right to sub-license to Its affiliates and between Customer and Carrier.
suppliers for(I)Carriees performance of services pursuant to this Agreement,(II)the
improvement of Carrier services,and Carriers Analytics Platform;Jill)Improving product 22.CLAIMS-Any lawsuits arising from the performance or nonperformance of this
performance,operation,reliability,and maintainability;(iv)to create,compile,andlor Agreement,whether based upon contract,negligence,strict liability or otherwise,shall
use datasets and/or statistics for the purposes of benchmarking,development of best be brought wi!hln one(1)year from the date the claim arose.
practices,product Improvement;(v) the provision of services to third parties, (vi)
research, statistical, and marketing purposes, and/or (viij in support of Carrier 23.GOVERNMENT PROCUREMENTS-The components,equipment and services provided
agreements. 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
Source Data—shall mean data that is produced directly from a system,or device and based on Carrier's commercial pricing policies and practices(which do not consider any
received at a collection point or a central server(e.e.a Carrier database,data lake,or special requirements of U.S.Government cost principles,FAR Part 31,or any similar
third party cloud service). procurement regulations).As such,Carrier will not agree to provide or certify cast or
pricing data,nor will Carrier agree to comply with the Cost Accounting Standards(CAS).
Analytics Platform—shall mean server algorithms or web Interface systems used to(1) In addition,no government procurement regulations,such as FARs or DFARS,shall apply
Interpret,convert,manipulate,or calculate data,jii)perform data processing,and/or(III) to this Agreement except those regulations expressly accepted in writing by Carrier.
the delivery of data to Carrier,affiliates or suppliers of Carrier,andlor customer.
24.HAZARDOUS MATERIALS-Carrier is not responsible for the Identification,detection,
14.RETURN OF DATA(Service Contracts only)-Customer understands and acknowledges abatement, encapsulating or removal of asbestos, products or materials containing
that the portable devices will collect Source Data that will be stored on and/orasbestos,similar hatardous substances,or mold,fungi,mildew,or bacteria. It Carrier
transmitted to Carrier's servers and to suppliers or affiliates that are contracted by Carrier encounters any asbestos or other hazardous material while performing this Agreement,
and used to transmit,process,extract or store such Source Data for purposes of Carriers Carrier may suspend Its work and remove its employees from the project,until such
performance of the service In accordance with this Agreement. Once such data and material and any hazards associated with it are abated. The time for Carrier's
information has been stored and/or transmitted to Carrier's servers,Customer agrees performance shall be extended accordingly,and Carrier shall be compensated for the
that such data and information shall become part of Carrier's database and therefore delay.
subject to the license terms under section 13.
25,WASTE DISPOSAL-Customer is wholly responsible for the removal and proper
1S. DATA DELIVERY - During the term of the Agreement Customer shall j1) make disposal of waste oil,refrigerant and any other material generated during the term of this
reasonable efforts to ensurelhal the hardwareremains powered on,(iij avoid intentional Agreement.
action to impede,black or throttle collection and transmission of Source Data by Cartier,
and(III)avoid Intentional action to disable,turn off,or remove the hardware without 26.SUPERSEDURE, ASSIGNMENT and MODIFICATION-This Agreement contains the
Carrier's express written consent,which consent shall not be unreasonably withheld. complete and exclusive statement of the agreement between the parties and supersedes
all previous or contemporaneous,oral or written,statements.Customer may assign this
16.REVERSE ENGINEERING-Customer shall not extract,decompile or reverse engineer Agreement only with Carrier's prior written consent.No modification to this Agreement
any software Included with,Incorporated in,or otherwise associated with the hardware shall be binding unless In writing and signed by both parties.
and shall not reverse engineer any reports or analytics provided to or received by
Customer from Cartier. 27.CUSTOMER CONSENT-Customer consents and agrees that Carrier may,from time to
time, publicize Carrier related projects with Customer, including the value of such
17.WAIVER OF DAMAGES-Under no circumstances shall Carrier be liable for any protects,in all forms and media for advertising,trade,and any other lawful purposes.
Incidental,special or consequential damages,Including lass of revenue,lass of use of
equipment or facilities,or economic damages based on strict liability or negligence. Z8.FOR WORK BEING PERFORMED IN CALIFORNIA-Contractors are required by law to
be licensed and regulated by the Contractors'Stale License Board which has jurisdiction
18.LIMITATION OF LIABILITY-Carrier's maximum liability for any reason(except for to Investigate complaints against contractors If a complaint regarding a patent act or
personal injuries)arising from this Agreement shall not exceed the value of the payments omission Is filed within four years of the date of the alleged violation. A complaint
received by Carrier under this Agreement regarding a latent act or omission pertaining t0 structural defects must be filed within 10
years of the date of the alleged vfolatlon.Any questions concerning a contractor may be
I9.CANCELLATION-Customer may cancel this Agreement only with Carrier's prior referred to the Registrar,Contractors'State License Board.P.O.Box 26000,Sacramento,
written consent,and upon payment of reasonable cancellation charges.Such charges California 95826.
shall take into account costs and expenses incurred, and purchases or contract
commitments made by Carrier and all other losses due to the cancellation Including a 29.INTELLECTUAL PROPERTY—Notwithstanding anything to the contrary staled herein,
reasonable profit. Carrier 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
20,CUSTOMER TERMINATION FOR CARRIER NON-PERFORMANCE-Customer shall have services provided hereunder.
the right to terminate this Agreement for Carrier's non-performance provided Carrier falls
to cure such non-performance within thirty(30)days after having been given priorwritten
notice of the non-performance.Upon early termination or expiration of this Agreement, -
Carrier shall have free 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
Exhibit "A"