R-2016-3629 - 8/11/2016 RESOLUTION NO. R-2016-3629
WHEREAS, the City of Round Rock ("City") desires to purchase certain deliverables,
specifically new air handling units for Clay Madsen Recreation Center to replace the existing air
handling 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 Air Handling Units at Clay Madsen Recreation 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 11th day of August, 2016.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
F-S]� l A&2tZ
SARA L. WHITE, City Clerk
0112.1604;00361793
EXHIBIT
"A"
CITY-OF`ROUND ROCI£AGREEMENT FOR
PURCHASE AND INSTALLATION OF
AIR HANDLING UNITS.AT CLAY MADSEN RECREATION CENTER
WITH
CARRIERCORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS;
COUNTY'OF WILLIAMSON §
COUNTYOF TRAVIS. §
THAT THIS_.AGREEMENT for the replacement of the existing air handling units
(AHUs) and 'installation of(2) new AHUs at Clay Madsen Recreation Center, and for related
goods and services (referred to.herein as the-"Agreement''), is madeandentered into on this the
day of the month of July,:201.6 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 desiresto purchase certain deliverables,,specifically new AHUs for
Clay.Madsen Recreation Center to replace the existing AHUs, 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 ari approved Buy Board vendor through Buy Board Contract# 458-14;
and
'WHEREAS, :City desires to purchase certain goods and:services from:Vendor through
Buy Boardas 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
003507067s92
'mutually agreed betweenthe parties,as follows:
1:01 DEFINITIONS
A. Agreement means the binding legal contract behveen 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 May 31,2016(attached as Exhibit"A").
R. 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. Serviees,mean work performed to-meet a demand':or effortby Vendor to comply
with,proniised 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
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.
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3.01. CONTRACT DOCUMENTS AND EXHIBITS
The;goods and services whichare 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. ,411 good's 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 Two Hundred Fifty-Seven Thousand Five HundredTwenty-Six and
No/100 Dollars($257;526.00)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. Deliveryor performance dates.
7.01 NUN=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 purdhasel the services as
determinedby City's budget for the fiscal year in question. City may effect such termination by
3,
giving Vendor a written notices 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 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 paymentwith 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
Invoices are not mailed; o.City in strict accordance with.instructions,if.any,on:the
purchase order or the Agreement.orother, 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 byCity 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
maybe 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.
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11.01 :ORDERS PLACED WITHALTERNATE 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:
Pete.Dominguez:
Facilities Manager
General'Services Department
212 Commerce Cove
Round Rock,Texas_78664
(512)341-31:44
13:01 INSURANCE
Vendor :shall meet all City. of Round Rock Insurance Requirements as set forth at:
http//www.roundrocktexas.aov/.«,p=contcrit/uploads/2014/12/corr insurance 07.26112mdf.
14.0.1 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 parry,_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 ofthis 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;;
5
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 tight to terminate this Agreement, in whole or in part,, for
convenience and without'cause, at anytime 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),..d4ys'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 brand between the parties.
D. In the event City terminates undersubsections (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(3:0) 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 isnot.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. hied 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,federaland state laws,the Charter and Ordinances of the City of Round Rock,
6.
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 ($WIMP) 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
PollutantDischarge 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:storm water 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 I-Plan requirements.
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 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
11100"Metric Blvd,:Suite#400
Austin,Texas 78758'
7
Notice to City:
City Manager Stephan L:Sheets,City Attorney
22`1 East,Main Street AND TO: 309 East Main.Street
Round Rock,TX. 78.664 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
A ecessary 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 ofthe State of Texas.
22.0i 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,dulyauthorized by action ofthe: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 ArbitrationAct (9
USC'Section -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.fiom
being void should a:provision,which is of the essence of this.Agreemenf be determined void.
s:
25.01 AIISCELLANEOUS 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 thi's
Agreement. Wheret 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 pre.vented.from performing.any of its obligations hereunder by reasons for which itis not
responsible as defined herein.However;:notice of such impediment or delay in performance must
beAimely:given and all.reasonable efforts undertaken to initigate 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.]
9
IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock,Texas Carricr Co _' n
By: By:
Printed'lame: Printed ame ;iJ 1U1+/JD?O12C�U�NlA1
Title
Title:. (,cSNRG MAS}AG1L
Date Signed: Date.Signed: 7UA* 29,
Attest•
SaraL.White,City Clerk
For City,Approved as to Form:
By:,.
Stephan L. Sheets,CityAttorney
o R`" ;
10
EXHIBIT «A"
Address 11100 Metric Blvd,Suite 0400'
Austin;Texas, 78758:
'Phone (512)364-6322
Fax (860)6604748
turn to the;experts-r6' E-mail
melissn.houseen ienute.com
Rolando.Rodriguez
CITY OF ROUND ROCK—CMRC
(512)218-5434
221 E MAIN ST Estimate Date 5/31/2016
ROUND ROCK,TX,786645271 Quote Number 00246218
Job Description: Clay Madsen'llecreation CenterAHU'(Dircct Drive)Replacement,BuyHoard'Contmct'N458-14
Scope of Work
Replace AHU's 1,2,30 with new Carrier Dircct Drive;Plenum Fan 39MN Air Handling Units.
• AHU's to include the following:4603.60,Insulation.R-13 Double Wall Sealed Panels,Painted Exterior Galvanized Interior Panels, Filter Mixing
Boxwith 2 inch MEW 8 Filter Kit,Chilled Water.Coil with Stainless Steel Drain Pans;Not Water Coil(AHU-3&4),Premium Efficiency Direct
Drive Plenum Supply Fan,Factory Mounted VFD,Factory Start-Up;,Mar Paru and Labor Warranty. please see submittal for complete details.
• All work within the gym will be performed afterhours.This work includes rigging the old equipment out of the mezzanine and rigging the new
;equipment into the memanine.Floor protection will be provided for the gym floor.
• All work with 16 the mechanical rooms will be performed during regular hours.This includes.ALC controls,fire system;electrical,piping,and duct
work disconnection and reconnection.Disassembly of existing AHU's and reassembly ofnewAHU's.
• Proposal includes new fire dampers.
• Proposal includes new isolation valves,piping,and insulation an the new piping:Proposal includes replacing some additional worn insulation within
themechankalrooms.P/erne notewewiil have todrain'rlresystemforeachisolarionvelvetobe:repldced
• Proposal includes new chilled water and hot Ovate control valves.,
• 'Pmposalincludcs demolition and removal ofexistine'fre devices and installation of new devices an the new AHU's,
• Proposal includes new 30 amp circui is for Units 1,3,and 4.
Starters to be felt in place per City of Round Rock's request
• Please note there is an'8-9 tteek lead time on the new AHU's.
o AHU 1:561;226.00
o AHU I S62 815.00
o AHU,3:565,494.00
o AM 4:$65,494.09
o. T&B AHU314:$2,497:90
Exclusions/Clarifications
This quote does norinelude the waste disposai,andlabor.perfa med 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.
RxciudedYrom this nronosat.,
• Overtime labor with the exception of.rigging.Recaonection ofAHU's to existing Siemens;Nye will reconnect to the new ALC controls system.Bonds.Sales
Tax
Total QuotedPricc
Total Price for Scope of Work excluding applicable taxes: $257,526.00
This proposal is.valid for 90 days from the dale ofproposal.Carrier's terms and conditions will govem in lieu of any other terms and conditions
contained in any resulting Purchase,Ord e,Contract,Agreement,etc.Carrier Would like to ihank you for the continuing opportunity..to be of
service.:
sincerely,..
Melissa Nouse
Carrier Commercial Service
Title
Customer Acceptance(signature) D,atp Purchase Order
Quote NW246218
Regulated byTheTexas DepartmentofLicensingand Regulation,P O.Box 12157,Austin,Texas 78711,1-800.803.9202,512-463.6599,.www.lic ense.state mus:License N
TACW9534C
I
EXHIBIT "A"
A"
CARRIER CORPORATION
TERMS AND.CONDITIONS OF SALE—EQUIPMENT AND/OR SERVICE
1.PAYMENT AND TAXES-Paymentshall be made:net 30 days from date.of invoice.Carrier reserves the right.to require cash
payment or other alternative method of paymentprior.to shipment orcompletion of work if Carder.determines,in its sole discretion,
that Customer or Customers•assignee's financial condition at any time does not justify continuance:of the net 30 days payment`
term. In addition to the price,the Customer shall also pay Carrier anytaxes.or govemment.charges arising from this Agreement.: if
the.Customer claims that any such taxes or govern ment.charges do'not apply to the transactions governed,by'this Agreement,
Customer shall provideCarrier with acceptable.tax exemption.certificates or other applicable documents.
Z EXTRAS-Equipment,parts or.labor'in addition to thosespecifiedin this Agreement will be provided upon receipt:of Customers
Written aulhorizatiomand paid for as an extra subject to the terms ofthis Agreement
3. RETURNS-;No itemswill be accepted for return without prior written authorization. Returned goods may, be subject to a
restocking.charge. Special order and non-stock items cannotbe returned.
Q.SHIPMENT All shipments shall:be F.O.B.shipping point;freight prepaid and allowed to the job site. Shipment dates quoted are
.approximate. Carrierdoes not guarantee a particular.date for shipment or delivery;
5.PARTIAL.SHIPMENT"Carriershall have the right to ship any portion of the equipmentincluded in this Agreement and invoice
Customer forsuch,partial shipment.
6.DELAYS—Carrier shall not be,liable for delays In manufacturing,shipping:or delivery by causes beyond thef control and'without
the fault or negligence of Carrier,including but°not restricted to acts;of God,adis'of a public enemy,acts ofgover government,acts of
Terrorism, fires, floods, epidemics, quarantine .restrictions, freight embargoes, supplier delays, strikes, or labor diffrcultles
:(collectively"Force 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 Cartier under this Agreement.become permanently
unavailable as-a result of.a_Force.Majeure Event'Carrier shall be excused from furnishing such materials or equipment
7.WARRANTY-Carrier warrants thatall equipment'manufactuned by Carrier Corporation and'all Canier,equipment, parts or
components.suppiied hereunder will be free from defects i material and workmanship. Carrier shall at option repair or replace;
F.O.B.point of,sale,any equipment,part'of component sold by Carrier and.detennined-to be defective within.one(1)year from the
date of initial operation or eighteen(18),months from date of shipment;.whichever is earlier.,Carrier does not warrant products not
manufactured by Carrier Corporation, but it does pass on.to Customer.any transferrable:manufacturer warranties for those
products.Carrier warrants that all service provided.by Carrier hereundershaltbe perfonned'in a workmanlike manner; in the event
any such service is determined to be defective within ninety(90)days of completion of that service,Carver shall at its option re,
-
perform or issue a credit for such service, Carriers obligation to repair or replace any defective equipment,parts orcomponents
during the warranty period shall be Customers exclusive remedy. Carrier shall not:be responsible for labor"charges for rerrioval or
reinstallation,of defective equipment,parts or-components,for 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.Carrier.
THIS WARRA 1TYhS GIVEN IN LIEU OF ALL OTHER-WARRANTiES EXPRESS IMPLIED OR STATUTORY INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS`FOR A PARTICULAR'PURPOSE
8.WORKING HOURS-All services performed:under this Agreement including major repairs, are to be provided during Carrier's
normatworking hours unless otherwise agreed.
9.ADDITIONAL SERVICE- Services.or parts requested by Customer in addition to those specified in this.Agreement will be
provided upon:receipt.of Customers,.written authorization and invoiced.`:at.Carrier's prevailing labor rates and parts charges.
Additiona(services orparts shall be-supplied under the terms of this Agreement.
10.CUSTOMER RESPONSIBILITIES(Service Contracts only)- Customer shalt:
•Provide safe and reasonable equipment access and a safe work'envi[onment
•Permit access to Customer's site,-and use of building services including but notiimited.:to:water,_elevators,receiving dock
facillUes,electrical;service and local leleplione service:
•:Keep areas adjacent to equipmentfree of extraneous material,move:any stock,fixturesi 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 startequipment necessaryto perform service.
Provide adequate water treatment.
Provide the daily routine:equipment operation JR 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 properly and in:accordance with Instructions.
Quote 900246218
Regulated by TheTexas.De,patlmentofLicensingandRegulation;P.O.Box12157,Ati0n,T"w7g711,.1-800-803A202 512-063-6599;www.licensostatetx;us,License 0'
TACLA59534C
2
Equipment andlor Service
CCS4CES 040215 EXHIBIT "A"
•Promptly address any Issues that arise related to mold,fungi,mildew or bacterial
-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 order than 1981. Should this document state that no:asbestos Is present,the customer will also.
provide in writing the method used to determine the absenceof asbestos:
11.EXCLUSIONS-Carrier Is not responsible for items not normally subject to mechanical maintenance including but not limited to:
ductwork,casings;cabinets,fixtures,structural supports,grillage,waterpiping,steam piping,drain piping,cooling tower fill,boiler
to boiler refractory;,disconnect switches and circuit breakers.Carders,notrespomible4or repairs,replacements,alterations,,
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,cherirical%lectrochemical attack,corrosron;,erosion,deterioration due to unusual wear and tear,any darnag'e relatedda the
presence of mold,.fungi,mildew,orbacteria,damage caused by powerre.&Wons or failures or any other cause beyond"Canter's
control. Carrier shall not be required`to performt'ests, install any items of equipment'or;make modifications that may be
recommended or directed by insurance companies;government,state,.municipal or other authority. However, in the event any
such recommendations occur, Carrier,:at,its option,'may submit a,proposal for Customer's consideration in addition to this
Agreement'Carrier'shall not be required to repair or replace equipment-that has not been property maintained.
12:,EQUIPMENT CONDITION& RECOMMENDED SERVICE (Service Contracts only) Upon the initial:scheduled,operating
and/or initial annual stop inspection,should Carrler detemtine the need for repairs,or replacement;Carrier wiil.provide Customer in
writing an,'equipment condition' report including recommendations for corrections and the pricefor repairs in addition to this
Agreement.
In the event Carrier recommends'certain services(that are included herein or upon initiai.inspection)and if Customer does not.
elect,to have such services pro..'periy performed ha'timely fashion,Carrier shall not be responsible for any equipment:or control
failure,.operability.or any long-term damage that Way result. Carver atilt;oplion will either continue to maintain equipment anti/or
controls to the:best of:its ability,without any responsibility,or remove such equipment from this Agreement, adjusting the price
accordingly.
13.PROPRIETARY RIGHTS(Service Contracts only)--During the term of this Agreement t,and in combination with certain services,
Carter may elect to install,attach,to.Customer equipment,or provide;portable devices(hardware:and/or software)that shall remain
the.personal proprietary property of'Car .lea No devices installed, attached to real property or portable devices)shall become a
fixture,of the Customer locations. Customer shall not acquire any interest,title or equity in any hardware,software,processes,and
other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment
14;;wA1VER OF DAMAGES Under no circumstances shall Carrier be liable for any ncidentel,special or,consequentiai damages,
including lots of revenue,loss of use of equipment or facilil'res,or economic damages based on strict liability er.negligence.
15 LIMITATION OF LIABILITY-Carrier's maximum liability for any reason(except forpersonai injuries)arising from this Agreement
shall not exceed the value of the Agreement.
16. CANCELLATION- Customer may cancel this Agreement only with Carriers prior`written.consent,.and upon payment of
reasonable cancellation charges:Such charges shall take into account costs and expenses incurred,and purchases or contract
comm'itrnents made,by Carrier and all otherlossesdue to the canceilationancludinga reasonable profit
17. CUSTOMER TERMINATION-FOR CARRIER NON=PERFORMANCE — Customer shall have the right,to terminate;this
Agreement for Carriers"non-perfarrnance provided Carrier fails tocure such non-performance within 30 days after having been
given prior written 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 Carver 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 unamartized service costs performed by.Carder.including overheads and a reasonable profit.
18.CARRIER TERMINATION—Carrier reserves the right to,discontinue its service any time payments'have not been made as
agreed,or tf alterations, additions:or repairs are made to equipment during the term of this Agreernent by others.without prior
agreement between Customer and.Carrier..
19. CLAIMS- Any suits arising from the performance or nonperformanre.of this Agreement, whether, based upon contract;
negligence,and strict liability oeotherwise,shall be brought within one(i)year from the date.ft claim arose.
20.GOVERNMENT PROCUREMENTS-The components,equipment and services provided by.Carrier are"commercial items"as
deffned°In Section 2:101.of the Federal Acquisition Regulations("EAR"), and the prices of such components, equipment.and
services are based on Carriers commercial pricing policies and practices(which do not consider any sPecial requirements of U.S.
Govemment:cost principles,FAR Part 31,or•any similar procurement 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 proIcuiement regulations,such as FARs orDFARs,shall apply to this Agreement except those regulations expressly
accepted in writing byCarrier.
Quote#00246218'
Regulated by.The Texas Deportmentof Licensing and Regulation;P.O.Box 12151,Austin,Texas 78711,1-800.1103-9202,512-463.6599,www.licease.atate mus,License 6
TACLA59534C
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EXHIBIT "All
21.:iiATARDOUS MATERIALS-Carrier is not responsible for the identification,detection,abatement;sencapsuiating or removal of
asbestos,products or materials'containing asbestos;similar hazardous substances,or mold,fungi,mildew;or bacteria. if Carrier
encouritersany asbestos,or ottrer'hazardous.materiai while Performing this Agreement.Carver may suspend'its work and remove
its employees from"th"e:project, until such material;and any hazards associated with.it are abated. The time for Carrier's
performance shallbe extended accordingly,and Carrier shall be compensated for the delay.
22.WASTE DISPOSAL-Customer is Wholly responsibie for the removal and proper disposal of waste oil,refrigerant;end any other
Material generated during the:tenn of-this Aareement
23.SUPERSEDURE,ASSIGNMENT and MODIFICATION-This.Agreemenf contains the complete.and exclusive statement of the
agreement betvken the parties,and supersedes all;previous-or contemporaneous, oral or written, statements: Customer may
assign,this"Agreement oniy withCarrier's prior written consent No modification to,this Agreementshall be binding unless in writing
and slgned by both parties.
24..CUSTOMER CONSENT:Customer consents and agrees that Cartier,may,from time to time,publicize Carrier related projects
with'Customer'Incur ding the.value of such projects,In all forms and media for advertising,trade,and.any.other lawful purposes.
25.FOR WORK BEING PERFORMEND IN CALIFORNIA; Contractors`are required by law to"be ticensed,and regulated by the
Contractors'State License Board which has jurisdiction to investigate complaints against'contractors if a"complaint regarding a
patent act or omission is filed within fouryears of the irate-of the alleged violation. A complaint regarding.a intent act or omission
pertaining to structural defects must be filed within i0 years of.the date of the alleged:violation. _Any questions concerning a
contractormay be referred to the Registrar,Contractors'StateLIcense Board,"P.O.Box 26000,Sacramento,"California 95826..
quote NM46219
Regulated by The tow Dq anmentof licensing and Regolnrion P.O.Box 12157,Austin.Tem 78711.1.8"3-9202.512-463.6549,www.lieense.statatxus,License N
TACLA59534C
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