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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. Is 41 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. 41 . 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. 2 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: 3 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 4 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 Is 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 5 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 6 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 _. proceeding, including without limitation, any proceeding under the Federal. Arbitration Act (9 USC Section 1 14) or any appli*cabic'statc arbietration statute. 1 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 J 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