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R-2021-146 - 5/27/2021RESOLUTION NO. R=2021=146 WHEREAS, the City of Round Rock ("City") desires to purchase HVAC equipment, supplies and installation services, and related goods and services; and WHEREAS, Chapter 271, Subchapter F of the Texas Local Government Code allows for local governments to participate in cooperative purchasing programs with other local governments; and '6 WHEREAS, the Buy Board Cooperative Purchasing Program ("Buy Board") is a cooperative purchasing program administered by the Texas Association of School Boards for the purpose of 40 procuring goods and services for its members; and WHEREAS, the City i*s a member of Buy Board; and WHEREAS, Carrier Corporation is an approved vendor of Buy Board; and WHEREAS, the City desires to purchase said 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 of HVAC Equipment, Supplies and Installation Services 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. 0112.20212; 00472155 RESOLVED this 27th day of May, 2021. CRAIG N16kG ,Mayor City of Round R ck, Texas ATTEST: SARA L. HITE, City Clerk EXHIBIT "All CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF HVAC EQUIPMENT, SUPPLIES AND INSTALLATION SERVICES WITH CARRIER CORPORATION THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § 4 COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: THAT THIS AGREEMENT for the purchase of 11VAC equipment, supplies and installation services, and for related goods and services (referred to herein as the '`Agreement"), is made and entered into an this the day of the month of , 2021 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 1901 North Glenville Drive, Suite 702, Richardson, Texas 75081 (referred to herein as "Vendor"). RECITALS: WHEREAS, City desires to purchase certain purchase of HVAC equipment, supplies and installation services; 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 #63 I -20; 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 obli.gations; NOW, THEREFORE, WY1'NESSET11,e, That for and i*n consideration of the mutual promises contained herein and other good and consideration, the sufficidnc�� and receipt of which nre hereby �teknowlcdgcd, it ivaluables mutually agreed between the parties as follows,: 00464162iss2 I aO I DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City I*s obligated to buy specified services and Vendor is obligated to provide said services. The Agreement includes Vendor's Proposal dated September 28, 2016 (attached as Exhibit "A"). I3. City means the City of Round Rock, Williamson and Travis Counties, Texas. to 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 eneiry, 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, floodss,, restraint of the government osions, or other causes not reasonably within the control and the people, civil disturbances, expl of the party claiming such inability. f:. Goods mean the specified Supplies, materials, commodities, or equiptnne t. I'd. 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 AND TERM 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 pro vided herein. Be This Agrcement shall terminate November 30, 20230 C. City reserves the right to review the relatonchi ip 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 s.,uhlect matter of this Agreement are described in Go Exhibit '`A'' and, together with this Agreement, comprisc the Contract Documents. Any inconsistencies or con Flicts in the contract documents shall be resoived by giving preference to the terms and conditions set forth i"n pages one (1) through nine (9) of this Agreement. 4.01 ITEMS AWARDFaD Vendor shall satisfactorily deliver the goods and services requested pricing set forth in Fxhibi't " A," attached hereto and incorporated herein reference. by the City at the for al I purposes by This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. A change in the Scope of Services must he negotiated and agreed toin all relevant details, and must be embodied in a valid written Supplemental Agreement executed by both parties. 5.01 CONTRACT AMOUNT In consideration for the deliverables and services related to the deliverables, the City agrees to pay Vendor an amount not -to -exceed One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) for the goods and services set forth in exhibit "A. " 6.01 INVOICES do All invoices shall include, at a minimum, the following,informatt"on: A. Name and address of Vendor; B. Purchase Order Number; co 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 C'Ity'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 C*Ity's budget for the fiscal yeari"n question. City may etTect 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 225 1, V:I'.C.A., 1'exas 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 yeari'n which the payment becomes overdue, in accotbdank-;e 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. The re is a l�na 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 (3. The terms of a federal contract., grant., regulation, or statute prevent City from making a timely payment with federal funds; or C. There i's a bona fide dispute between Vender and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the Payment to he late; or D. invoices are not mailed to City iin strct accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 0 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 I*n Title R 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. I e0 I ORDERS PLACED WITH ALTERSATE 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 CITV9S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Corey Airidon Facilities Manager General Services Department 212 Commerce Covc Round Rock, Texas 78664 (512) 341 mo3144 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth at: ILttns*Hwww.rOLindrocktcxa,s..gov/ uncontent/ loads/2020/07/instiraiice-RegLi,'i,,rements-i 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 i6s 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" 4P f) 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 l'or the same type of work unless the scope of work is significantly changed,, Vendor shall be declared 1*n 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 taws of the United States. 16.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, or convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. BIV 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. 8 C. Vendor has the right to terminate this Agrcc c t only for cause, that being in ilic 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 Cl*ty's delivery of the referenced notice to Vendor, Vendor shall 5 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 goads 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 I 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'. 1"n 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 Ab 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. In accordance with Chapter 2270, Texas Govcrnment 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: (I) 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 DELE1.4GATION Is The parties each hereby hind themselves, their successors, assigns and legal rcpresentatives to each other with respect to the terms of th*ithisAgreement, Neither party shall cr any interest in this Agreement without prior wriassign, sublet ar transftten 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: I M, I. When delivered personally to the recipient's address as stated in this Agreement; or 2. Three (3) days atler being deposited 1"n the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Carrier Corporation 11901 North Glenville Drive Suite 702 Richardson, Texas 75081 Notice to City: City Manager 221 East Main Street Round Rock, TX 78664 Stephan L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routON ine 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 I's 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 1"exas. 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 heretoin 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 114) or any applicable state arbitration statute. hl� 24.01 SEVERABILITY The invalidity, illegality, or unenforecab*1*ty of any provision of this Agreement or the of any event rendering any portion or provision ofthis Agreement void shall in no occurrence forceahility of any other portion or provision of this Agreement. Anyway affect the validity or en void provision shall he deemed severed from this Agreement, and the balance thiofs 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 wires as, close as possible to the intent of the stricken provision. The provisions of this. section shall not prevent this entire Agreeinentrom being void should a provision which 1"S of the essence of this Agreement be determined void. 25.0 1 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, respons4tbt*lities and duties shall he performed in a manner according to generally accepted industry practices. Tiimes of the Essence. Vendor understands and agrees that time is of the essence and Is that any failure of Vendor to fulfill obiigat't'ons for each portion of this Agreement within the agreed h4ineframes will constitute a material preach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best cfforts in accordance with the terms of this Agrectilent. Where damage is caused to City due to Vendor's failure to perform in these circum.,tancc.c., City may pursue any remedy available without waiver of any of C"ty's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall he deemed in violation of this Agreement if it is prevented fromperforming any of its obligations fohereunder by reasons r which it is not responsible as defined herein. However, notice of such impediment or delay in performance must bc timely given and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may he executed in 1rultiple 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 pagc-1 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas By: Printed Name-, Title: Date Signed., Attest: 16 Bye Sara L. White, City Clerk For City, Approved as to Form: a ay: Stephan L. Sheets,, City Attorney Carrier Corporation Byo 0 ---A Printed Name: 'title: /4ar Date Signed: _ Exhibit "A" City of Round Rock, Texas Price Sheet iCarrier Coe oration BuyBoard Contract 63140 I he City of Round MRock would iike to enter into a conttacl with Carrier Corporation per the terms of Huy Board Contract 631-20 1 he City intends to purchase from this r ontract HVAC Equipment, Suopiies and Inst. vatlon of I IVAC Equipment in a total amouni not to exceed S 1$0,000 Contract TP.rm Citective from date of exerijtron anti will, #-xVisp on 1113012021. per the terms of BuySoard Contract fdo 831 20 Special Instructions, Comrtete.pwinQ below and submit copyr of rice fist or catal 8 ierceri.� State Natnearf.ptions to item t� Short Description Fuii Desetiptiot� �j;�abtun� VIS cotsto isricet $i aiscrit Section is Section I: ltqplpment, Products, and Supph Please state the discount t4',) eft cval-kg/prtcehst for HVAC Equipment Rail typcs • rooftop units, split systems, chillers, See attached DiStnlL+nt ('%) ()ff compressors, cooling towers, heat pumps, furnaces, unit equipment pricing list Cat,iog/Pncefist for HVAC heaters, duct furnaces, and related items ). Catalog/Pricellsi i gliFpntenl MUST be included -w proposal will not be cansde(ed. Utscourlt 1%) Off A Please state the discount (%) off cxtatog/pricelist for HVAC Cat<�lat;/pr,reliSt for HVAC Controls, Software and Monitoring Systems (all types) 4G9� Catalog PricP11r Cantruls. Software and Catatog/Pr,rQlfct MuSt he enduded n- proposal wui riot be onitofingSySier»s 1fl)lwount considered _•�.... Please state the discount (%) off t ata arjlpricelist for HVAC (X j aft Air Handling Products (all types cons, fans, and related See attached .atalog/Pr ceiist for HVAC items). i atalog/Priepliv MUST b# �-ncludpd or proposal will equipment pricing list j Air Handling Pf0ducts not he considered Discount (%) Off Please state the discount (%) off catalog/pricelist for HVAC Catalog/Prireltct for HVAC Siipplies (all types). Catalog/Pricelist MUST be included or 40% Catalog Pricelist 4 SuppheS proposal will not be considerpd atscount (`Yo) Off NlQase state the discotint (%) off CatalOg/pricelist for HVAC CJtal©K/PtICejiSt for HVAC Filters (all types) Catalog/Pricelist MUST be included or 40% Catalog Pricelfst Filters proposa wit nut hp considered - L;+cto+�r�t t9tij Off v1pa4e state the discount (Yj (tif ratatag/pricelist for HVAC Catalog Pricelist cittalag/Pricel+st.for Indoor Indoor Air Quality Products (a`'i types) Catalog/Pricelost f; Air Oualrty Products MUST by included or proposal wr�r not be considered t)isc+o+rrtt (%) Off Please state the discot,nt (%) oft catalog/pricellst for HVAC r,4talog/t'ricehst (or HVAC Repair Parts jail types) Caralog/Pricel+st MUST bp Included Catalog Pricelist 7 Repair Parts or proposal will not be considered _.. 0firnunt (%) Off Please state the di;count 1%) off ;at*oq/pocetltt fo{ HVAC Catalog/Piicrlost for HVAL Aefrigerants (all types). Catalog/Pricelist MUST be inckided Market Vai++r° it Hefrrgeranis or proposal will not he cons tiered N%r-mint 1%) Off pl'ease state the discount j%) off catalog/p(icelist for HVAC ataloP/Prlcelisi for HVAC Refrigerant Recovery Equipment fall types). of Catalog Priceltsi kefrigefant Recovery Catalog/Pricel+st MUST be rnr. lyded or proposal will not be ►t t qk 101"tlr►01 considered. f"lease state the dil,,rriunt (%) off catalog/prrrPltSt Ic►r UVC Emitters/Lamps (used to incorporate downstream of all { cooling coils and above all drain pans to control airborne and surface microbial growth and transfer. Fixtures and 40% lamps must be manufactured for this purpose and safety Oiscount (%I Off interlocks/features shall be provided to limit hazard to C-3tarop/pricelist Eli, UVC operating staff). Catalog/Prlcellst MUST be invuded or 10 1 ,rittPrs/Lamp, proposal will not be ronsidered Iscrn►nt 1%j off Please state the discount (%) off catalopjpricel+st for 40% Catalog/Pricelist for HVAC Insulation Products for HVAC Equipment. Calalog/PricPtlst t I Marntenanc­ Agreements MUST by included nr proposal will not be (ons'dered 01scount 1%) Off Please State the. discount (%) off catalog/pricolist for HVAC Discount included in F itatogjPrr:r.i+st far HVAC Maintenance Agreements. Catalog/PrIceimt MUST be abor pricing t r Nfaintenante Agreements included or proposal will not by considered. M M '41 NO!! 10 !§NPRI P "410 Olt' El 'a Won Od I X4*6d ""outl• , y Cw 'I" &a adh•AID Item IF 0 Orl 1w@s&1P0,"9n Pull besc-Hpu0n 41W6 d11 ions to Labor lu n ,, Sol,@ w7ly facient Kate k I FAI ILI I Seion 11: 16hitillation aid d R ic 4::. NoR tb Exceed Stand ard ST 611500 HDurly tabor Rate for Standard Hourly tabor Rate for installation/Repair Service OT. 17 Z.50 installation/Repaof Service! of of HVAC Equipment and Pry acts — State the Not to Emceed 5) 15 W/HR OT $23000 HVAC Equipm@nt and stindRid hourly labov- eate lof lemallation/Repair Sipevece of (St�ndaY/Hoiiays) I A Pf UOULI S HVAI.- E'auqPment artd Produrts Not to Exceed None-Standafd ST $1113.E1101irly Labot Rate for Won,54andard Hourly Labor Rate fav Installafion/Rep&* HR 51 15-00/0 OT 5172-50 Installation/Repaw Service of Service of HVAC Equipment and Products State•the Not OT. 23.00 HVAC Equipment and to Exceed non standard hourly labor rate (of (Sunday/Holidays) 14 Products Ins t alLat Ion/Re gait Service of HVAC Equipment and Products, llourlV tabor Rate for Installotion of HVAC Filter Change ST $115.00 Not to Exceed Houdy Labor Out Sereke (including labor, fillefs and removal disposal of 51 IS OO�HR ®Y 5172 50 Fate for Instaflat aw of HVAC product) State the Not to Exceed hourIV labof rate for 01. $210 4W a. 15 Film Change Out Service Installation oVA `,,.• Filter Products Su ad a y/1 io hda tv i t Coefficient for Standard Hours of lost allat ion/Repair Coefficlent for Standard Houis of Installa *Oon/Rpsir 0.95 Service of tiVAC-Equipment Service of HVACEquipment and Products , . Rsmeans Cost I cmd Products (RSMeans) Wta from the Total INCI. 00 c-olu'mn (most current PdffiDn), 1191111p.wqm C, Ccoeffic nl for Nong Standard Hours of Insta 11ation/Repair C e kint for na t n ar Hours for Installation/Repair 0.9s Service of HVAC Equipment Service of HVAC Equipment and Products - RSMebnCost 17 and Prudocf%- (RSMeans) Data from the Total INCL O&P column (most current edition) W W 0111WINIPM P'lim Irm. 1 1111 1 C I -I - --- -- w 7 7, lot 4, lit Ou"s rd My i ftf Roo Ad k: 4 Ty R". hi"j. e, Mr, f COMPANY NAME: 4, i CoMer lion RUM% 1 M V w W w To W �ow 7 Tw! 7 W-F I w I "--age, -ANWO&Ak'" SIGNATURE OF AUTHORIZED REPRESS NTATIVE@ "TEN rp, PRINTED NAME, Oavid Kaim PHONE NUMBER d A ,kjql 004) PS-5940 EMAIL ADDRESS* Link to Carrier Corparatioa` Product List hips:/laVp.bayotd.com/5nop/mrodcts'Iermncarr ier+corpration