Contract - Carrier Corporation - 5/27/2021CITY 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 §
COUNTY OF TRAMS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for the purchase of HVAC equipment, supplies and
installation services, and for related goods and services (referred to herein as the "Agreement"),
is made and entered into on this the �.�}- day of the month of MA V , 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 #631-20;
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 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 tiN,hich arc hcreby acknowlcdgcd, it is
mutually agreed between the parties as follows:
00464162/ss2
1.01 DEFINITIONS
A. Agreement means the binding legal. contract between City and Vendor whereby
City i*s obligated to buy specified services and Vendor i's obligated to provide said services. The
Agreement includes Vendor's Proposal dated September 28, 2016 (attached as Exhibit "A").
B. City means the City of Round Rock,Williamson"amson and Travis Counties, Texas.
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C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Maj , eure 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.
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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 AND TERM
A. This Agreement shall he 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 November 30, 2023.
co 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
goods and services which are the suthisbject matter of Agreement are described inThe
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any -
inconsistencies or conflicts in the contract documents shall he resolved by giving. preference to
the terms and conditions set forth in pages one I through nine (9) of this Agreement.
4.01 -ITEMS AWARDED
Vendor shall satisfactorily deliver the goods and services requested by the City at the
pricing set forth in Exhibit "A," attached hereto and incorporated herein for all purposes by
reference.
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This Agreement shall, evidence the entire understanding, and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.. A change I*n the
Scope of Services must be negotiated and agreed to in 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
All invoices shall include, at a minimum, the'following information:
A. Name and address of Vendor;
Be 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 Cl*ty's current revenues only. It i*s 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 Cl*ty's budget. for the fiscal year 1*n.questi"on, -City may effect such termination by
giving Vendor a written notice of termination at the- end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, '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 Nrear'i*n which the paymcnt bccan�cs overdue, iii accotodance wills 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:
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A. There i*s* 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
Co 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 he late.;. or
D. Invoices are not mailed. to City in strict accordance with instructions, i'Of 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 I 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.
I lAl ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the; goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act i'en its behalf with
regard to this Agreement:
Corey Amidon
Facilities Manager
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 341 m3144
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13.01 INSURANCE
Vendor shall meet all. Cl*ty of Round Rock'
Insurance Requirements as set forth at:
https: //www.roundrocktexas. ov/warcontent/u ads/2020/07/lnsurance-Requirements- 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 is given'withi*n 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,,
15e0-1 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 i"n cost, if
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any; and that it will not be considered iin the re-advertsement 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 ifl"t does any of the followi*ng:
A. Fails to fully, timely and faithfully perform any of its materi*a1'ob1i*gati*ons
under this -Agreement,
B.. Fails to provide ..adequate assurance of performance under the "Right to.
Assurance" section herein; or
C. Becomes insolvent or seeks* relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or i*n pail, for
convenience and without cause, at any time upon thirty (3*0) days' written notice to Vendor.
B. In the event of any'default by Vendor-, City has the right to terminate t.. his
Agreement for cause, upon ten (10) days'. written notice to Vendor.
Co Vendor has the right to terminatc this Agrccmcnt only for cause, that bring 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 Cl*ty's delivery of the referenced notice to Vendor, Vendor shall
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discontinue all services in connection with the performance of this Agreement and shall pro, ceed
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'xcept as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the. option, of City), indemnify, and hold City, its successors,
assigns, officers, em1ployees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorneys 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 Charterand 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 227.0, 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.
1.9.01 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, s.ublet.or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
All notices and other communications
writing and shall. be considered given as follows:
in connection with this Agreement shall be in
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l . 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
1901 North Glenville Drive
Suite 702
Richardson, Texas 75.081
Notice to City:
City Manager
221 East Main- Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Mal*n.Street
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 i*n Round Rock, Texas, and 1*f 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 samem shall lie in lliason County, Texas. This Agreement shall be
governed by and construed i*n accordance with the laws and court decisions of th.e State of Texas.
22*01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constl*tutes,the entire Agreement between
Vendor and Cl*tY. This Agreement may only bdede amenor supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manrageor City Council.
23.01 DISPUTE -RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes, between the parties
arising. out of or relati*ng'to this Agreement or a breach thereof shall be decided by any arbitration
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proceeding, including without limitation, any proceeding under the Federal. Arbitration Act (9
USC Section 1 14) or any appli*cabic'statc arbietration statute.
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24.O1 SEVERABILITY
nt or -the
of any provision of this AgreemeThe invalidity, illegality, or unenforceability
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'contai*n the particular �portion or
'held to be void. T artiesprovision he P further agree to amend th*s -to .any
stricken provision with a valid provision that -comes as close as possible to,the 'intent of thefrs section shall not -prevent thre, -Agreement om
stricken provprovision. The provisions of thii*s'en.ti
should a provi*si*on which is ofhete essencof void.being void Agreement be
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25.O1. MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that itemploys trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
to
that such services, responsibilities and duties shall be performed in a manner according
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 materisal breach of thi's Agreement, Vendor shall be fully.
responsible forits 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, Citmay y pursue any remedy available- without waiver of, any of City's additional
legal rights or remedies.
endor
V shal I be deemed in violation of this Agreemen, tForce MajeuTe. Neither City nor1of sts o, 11'gati"ons hereunderby reasons for whl*ch it is not
if it is Prevented.from perfo �11�11*ng any1
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 I 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.
is
[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
VA,MIs 11 w
Printed Name': IP4
r
M A U /12-o
Date�.
Attest:
By:
Sara L. White, City Clerk
For City, p oved as to Fo m:
B
Stephan Sheets, City Attorney
Carrier Corporation
r �
By:
Printed Name: v; �•�,;
Title: o.rA44vi"Atr-
kLt
Date Signed:
Exhibit "A"
City of Round Rack, Texas
Price Sheet
Carrier Corporation
�Ya hard Contract 631 20.
1'he City of Round Rock would like to enter into a contract with Carrier Corporation per the terms of Buy Board Contract 631.20. the City intends tppurchasefnfrorn this
contract HVAC Equipment, applies., and Installation of r IVAC Equipment in a. total arY.jount not to exceed $1 0.000.
Contracl .fer , effective from elate of exeWtion and wilf expire on 1 1/30ls` 023, per the terrTas of BuyBoard Contract No 631-20.
Special Instructions: Complete pr-icirry below and sL4,miit copy of price, list Or CAtal0q-.
State percent (%) of
State Name of. Exceptions to
(tern # Short Description Full Description Discount off a l pricefist Discount
A �lii
Section I;Section 1- Equipment, Products, and Supplies
Please st.a ¢s tt��> div—cc.)unt Fair rfi a#z g/pricelist for HVA.C.
Equipment (all types -- rooftop units, split systems, chillers, See ;attached
Discount (%) Off . compressors, cooling towers, beat pumps,. furnaces, emit € quipment pricing list
Catalog/Pricelist for HVAC heaters, duct furnace: , and related items.). Catalog/Priceli,t
1 l i t iprxi nt MUST by included or prnpo-,4 will not b.e considered.
Discount (%) Cuff
Plpase state the discount (1XI Off catalog /pricelist'fct tfVA
Cat{- oU! P6r-e€tst for HVAC
Controls, Software and Monitoring Systems (all types).
40%
Catalog Pricelist
Controls, Software and
Catalog/Pricelist. MOST be include or proposal will not be
2
Mortitoring, SySterxi5
ro nsidered
� _ _ � _
please state the discount ("Y*) of catalog./pricelist for H'VAC
Disr..ount (%) Off
Air Handling Products (all types -�- coils., fans,and. related
See attached
('atalog/Pri elist for HVAC
iterhs), Catalog/P.6cPl1st, MUST be inclLtclM or prepdsal:will
prlusot-nent pricing list
3
Air Haridtiog Products
not, be considered.
Discount (%) Off
Plpase state the discount (%) off cat aloghirice list fear HVAC
'Catalog/Prirelist for HVAC:
Supplies (all types). Cat alog/P rice list MUST be included or
(7)%
Catalog Pricelist
4
Supplies
proposal will prat be c:onsidpre.d.
�x
n��/ Off
1w1.;sCOLIrlt ( ) f
4'i1inse state tive disc lijn ('p) off Cr'#f�"�lC' g/pricelist for HVAC
Caatalog/Pricelist for HVAC
Filters (all types). Cataiog/'Pricelist IMUST be included or
40%
5
Filters
proposal will not tap coidpr'ec1
Discmint N Off
Please state the discount off ratalog/pricelist for HVAC
Catalcag. Pric_eli5t
Catalog/Pric:elist for Indoor
indoor Air Quality Prpd*ucts (all types). Cat log/Prii elist
6
Air Guality Products
-MUST tap incli:icled or proposal will not be considemed.
_
Discount (`!'o) Off
Please state the discount ('Yo) tiff catalogffirirelist for HVAC
Catalog/Pricelist for HVAC:
Repair Parts (all types). Caitaiing/Pricelist, MUST be lriclude l
Catalog Priceltist
7
Repair Par'tS
or ro cisal will not be considered.
Discount (%) Off
Pleasp state, the discount ('*A) off c:atAing/pOcelM for NVA .
C talog/Pricelist for HVAC
Refrigerants (all types). Catalog/Pricelist MUST be included
M:ar�pt Value.
.8
RefogerafAs
or proposal will not he considered.
Discount (%) Off
Please Mate the discount (9'o) off catalog /pricel'sst fur HVAC
ata1og/Pir celist for HVAC
Refrigerant Recovery'Equioment (all types).
Catalcsg:.Pticelfst
Refrigerant recovery
Catalog/Pricelist WS r be included or proposal will not be
considered.
rje., a,e state the discount off Cataing/pricelist °for UVC
Emitters/Lamps (used to incorporate downstream of all
cooling coils and above all drain fauns to control airborne
and surface microbial growth and transfer_ Fixtures and
lamps must be manufactured for this purpose and safety
Discount ( )Cliff
interlocks/features shall be provided to limit hazard to
i`ratalog/Prieelist for t,1VC
operating staff). Catalog/Pricellst MUST he intiuded or
10
F shiers/Larrips
Proposal ro C}5al will r'ic3t be ConStdered.
Discount (%) Off
Please state the discount N off r.°atalog/'pricelist for
Catalog/Pricelist forHVAC.
insulation Products for HVAC Equipment. Catalcig/Pritelist'
11
Maintenance Agrepments
MUST be included or proposal will not bP t'onsidered.
11
Discount 1%) Cuff
Please state the discount (0/*) Gaff catalog/pricefisst for HVAC
Discount inr:lucfed in
C atatog/Pric elist for HVAC
Maintenance Agreements. Catalag/Prfcelist MUST be
10%
labor pri,- b:1i
12
Maintenance Agrepme is
included at proposal Will not by considered,
Exhibit "A"
�.�.,._.....,_�v___.�_.�._.�......w..�..._.....�....._.....�_.�._.�__�.�__...�.�w.__...�r_________.�._..__...._v_..__.__.�.�.__..._..��..,.... Not to Exceed Hourly
Information In
on Labor Rate
caber Rate and/or xceptioItem # Short Description Full Description Proposer'sCoef dent inciluding Vendors D
(RSMeans) Standard and Nan -
Standard Hours
Section If: Installation and Repair Service
Not to ST. S 11S,00
Hourly Labcar Rate for Standard Hourly Labor Efate for lnstallatioa/Repair Service
�7; � 17 �.SU
�nstallatic'rrs/Repair aervicecif of HVAC Equipment and Products State the Not to Exceed � 15 oU/HR
HVAC Equipment and standard hourly labor rate for Installation/Repair service of DT: $230.
00
13 Proklu s HVAC quipment and Products. (Sttr�day/�lc_'F6ids�vs�
Not to Exceed Non -Standard ST, $11ax.
Hourly Labor bate for Nan -Standard Hourly Labor Rate for installation/Repair 11 S .iitJ/H R �.T 5172..5
Installation/Repair Service of Service of HVAC Equipment and Products -. State -the Not DT-,j23U<9U
HVAC Equipment_ and to Exceed non-standard Dourly labor rate fbr (SLind ay/Hol days)
14 Products insta,#l.at on/Repair Service of HVAi- Cquipm ant and f roducts,
Hourly Labor Rate for installation of HVAC Filter Change M ST, $115:00
_
Not to Exceed Hourly Labor Out Service (including labor, filters and removal/disposai of $1 150Q 01, $172.50
Rate for installation of HVAC product) ._State the Not to Exceed hourly labor rate for '/t�R DT: 5230. 00
:15 Filter Change Out �ervic:e Installation of HVAC_ niter Prod:ac.ts.
Coefficient for Standard
Hours of lnsta`llation/Repair Coefficient for Standard. Hours of Installation/Repair ,
Service of HVAC.Equiprnent Service of HVAC Equipment and Produc:ts:RSMieans Cost
16 iwri Products (RSMeans) 0. 4t,� from the Total 1NCL O&P column (most 1-urrent edition).
Coefficient fof Nan -
Standard Hours of
Installation/Repair Coefficient for Nan -Standard Hours for installation/Repair
1 W.
Service of HVAC Equipment Service of HVAC Equipment and Products RSMeans Cost
'17 :�jnd i'rojiwtr ff hearts) f4C,l,) ,e �atal INCL. 00 c Iorvicurrent eclt!on).
Information Only: The City of Round Rack reserves the night to order other products from the attached MSRP Shut per the discounts quoted in BuyBoard
Contract #631-20
COMPANY NAME: Canter Corporation
SIGNATURE OF AUTHORIZED
REPRESENTATIVE -
PRINTED NAME: David K irr
PHONE NUMBER' 804 29$-5940
EMAIL A00RESS: f r: r ' tz Lit fit
t ink to Carrier Corporation Product List https://app-buyboard c-om/Shop/&rodu is?tern= carrier+cor ratio