Contract - Johnson Controls Inc - 7/22/2021 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF HVAC EQUIPMENT
AND INSTALLATION SERVICES WITH
JOHNSON CONTROLS INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of HVAC equipment and installation
services, and for related goods and services (referred to herein as the "Agreement"), is made and
entered into on this the 'Aday of the month of , 2021 by and between the
CITY OF ROUND ROCK, a Texas home-rule municip4lity, whose offices are located at 221
East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and
JOHNSON CONTROLS, INC., whose offices are located at 410 Center Ridge Drive, Suite 400,
Austin, Texas 78753 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain purchase of HVAC equipment and
installation services; and
WHEREAS, City is a member of the Sourcewell Cooperative Purchasing Program
("Sourcewell") and Vendor is an approved Sourcewell vendor through Sourcewell Contract
#1030817-JHN; and
WHEREAS, City desires to purchase certain goods and services from Vendor through
Buy Board as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
00475914/ss2
R 2021-115
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified services and Vendor is obligated to provide said services. The
Agreement includes Vendor's Proposal dated May 26, 2021 and the Limited Rider (attached as
Exhibit"A").
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes,,fires, hurricanes, storms, floods', restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies,materials, commodities,or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications,and technical assistance specified.
2.01 EFFECTIVE DATE 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 provided herein.
B. This Agreement shall terminate upon the successful completion of services,which
shall be no later than May 8, 2022.
C. City reserves the right to review the relationship with Vendor at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terms and conditions set forth in pages one (1)through ten(10)of this Agreement.
2
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.
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 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 Eight Hundred Seventy-Four Thousand Two
Hundred Seventy-Three and 13/100 Dollars ($874,273.13) for the goods and services set forth
in Exhibit"A."
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect 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 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
3
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition,Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE 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:
4
Dustin Harrison
Superintendent,Building Construction
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 218-7009
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
https://www.roundrocktexas.gov/wp-content/uploads/2020/07/lnsurance-Requirements-I.pdf
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
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;
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 in part, for
convenience and without cause,at any time upon thirty (30)days' written notice to Vendor.
5
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten(10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
18.01 WAIVER OF CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY
In no event, whether in contract, tort or otherwise (including breach of warranty,
negligence and strict liability in tort), will a party be liable for indirect or consequential
(including loss of business, loss of profits, and the like), exemplary, punitive or special damages,
even if such party has been advised of the possibility of such damages in advance and even if a
remedy set forth herein is found to have failed of its essential purpose. In no event shall the
Vendor be liable for damages in excess of the amount of this Agreement.
19.01 ASBESTOS CONTAINING MATERIALS AND OTHER HAZARDOUS
MATERIALS
A. Asbestos-Containing Materials: Neither party desires or is licensed to undertake
direct obligation relating to the identification, abatement, clean-up, control, removal or disposal
of asbestos-containing materials ("ACM"). Consistent with applicable laws, City shall supply
Vendor with any information in its possession relating to the presence of ACM in areas where
Vendor undertakes any work or services that may result in the disturbance of ACM. If either
City or Vendor becomes aware of or suspects the presence of ACM that may be disturbed by
Vendor's work or services, it shall immediately stop the work or services in the affected area and
6
notify the other's contacts. As between City and Vendor, City shall be responsible at its sole
expense for addressing the potential presence of ACM in conformance with all applicable laws
and addressing the impact of its disturbance before Vendor continues with its work or services,
unless Vendor had actual knowledge that ACM was present and acted with intentional disregard
of that knowledge, in which case (i) Vendor shall be responsible at its sole expense for
remediating areas impacted by the disturbance of the ACM, and (ii) City shall resume its
responsibilities for the ACM after Vendor's remediation has been completed.
B. Other Hazardous Materials: "Hazardous Materials" means any material or
substance that,whether by its nature of use, is now or hereafter defined or regulated as hazardous
waste, hazardous substance, pollutant or contaminant under any local, state or federal law,
regulation or ordinance, relating to or addressing public and employee health and safety and
protection of the environment, or which is toxic, explosive, corrosive, flammable, radioactive,
carcinogenic, mutagenic or otherwise hazardous or which or contains petroleum, gasoline, diesel,
fuel, another petroleum hydrocarbon product or polychlorinated biphenyls. "Hazardous
Materials" specifically includes mold and lead-based paints and specifically excludes ACM.
Vendor shall have no obligations relating to the identification, abatement, clean-up, control,
removal or disposal of mold, regardless of the cause of the mold. Vendor shall be responsible
for removing or disposing any Hazardous Materials that it uses in providing work or services
("Vendor Hazardous Materials") and for the remediation of any areas impacted by the release of
Vendor Hazardous Materials. For other Hazardous Materials that may be otherwise present at its
facilities ("Non-Vendor Hazardous Materials"), City shall supply Vendor with any information
in its possession relating to the presence of Non-Vendor Hazardous Materials that may interfere
with Vendor's work or services, it shall immediately stop the work or services in the affected
area and notify the other's contacts. As between City and Vendor, City shall be responsible at its
sole expense for removing and disposing of Non-Vendor Hazardous Materials from its facilities
and the remediation of any areas impacted by the release of the Non-Vendor Hazardous
Materials, unless Vendor had actual knowledge that Non-Vendor Hazardous Materials were
present and acted with intentional disregard of that knowledge, in which case (i) Vendor shall be
responsible at its sole expense for the remediation of any areas impact by its release of such
Hazardous Materials, and (ii) City shall remain responsible at its sole expense for the removal of
Hazardous Materials that have not been released and for releases not resulting from Vendor's
performance of the work or services.
C. Environmental Indemnity: Notwithstanding any other provisions of the
Agreement, and to the fullest extent permitted by law, City shall indemnify and hold harmless
Vendor and its subcontractors, and their respective directors, officers, employees, agents,
representatives, shareholders, affiliates, and assigns and successors, from and against any and all
losses, costs, damages, expenses (including reasonable legal fees and defense costs), claims,
causes of action or liability, directly or indirectly, relating to or arising from the City's use, of the
storage, release, discharge, handling or presence of ACM, mold (actual or alleged and regardless
of the cause of such condition) or Non-Vendor Hazardous Materials on, under or about the
facility, or in the noncompliance with this section titled, "Asbestos Containing-Materials and
Other Hazardous Materials."
7
20.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws,the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards,bureaus and agencies.
B. In accordance with Chapter 2271, 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.
21.01 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.
22.01 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:
Johnson Controls Inc.
410 Center Ridge Drive
Suite 400
Austin, Texas 78753
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
8
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
23.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
24.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
25.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be�decided by any arbitration
proceeding, including without limitation, any proceeding under the'FederaL Arbitration Act (9
USC Section 1-14)or any applicable state arbitration statute.
26.01 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,land the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
9
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF Cityand Vendor have executed this Agreement on the dates
g
indicated.
City of X
nd Rock,T as Johnson Controls Inc.
By: ABy:
Printed N e: Printed Name: R6 B -TR.0 s s
Title: Title: MAe-wET -ytA*.e�
Date Signed: Date Signed: -716 Lq&;�t
Attest:
By: aRAAA�C%
ty Cler
For City, p roved as to F rm:
By: —
tephan . Sheets, City Attorney
10
Exhibit "A"
Johnson °%�
Sourcewell�.
Controls Johnson Controls Sourcewell contract#030817
Proposal
Austin Waco TX Common Branch ON88
401 Center Ridge Dr,STE 400 AUSTIN,TX 78753
Phone:512-433-9149
Fax:512-973-3555
TO: City of Round Rock Date: May 26, 2021
221 East Main Street Project: City of Round Rock Police
Round Rock,TX 78664 Department- RTU Replacement
Sourcewell 030817-J H N
Contract#:
summary:
Johnson Controls Equipment(Packaged Rooftop Units& Mixed Air Units)—This quote includes an
option for our 49 RTUs and 3 MAUs based on Record Set M1.2. Each unit's performance and accessories
are included in the submittals provided with the quotation. All units have been provided with a 5-year
parts and labor warranty.These units will be provided in 1 phase per request by the City of Round Rock.
Johnson Controls Metasys Controls System—This quote includes our building automation flag ship
system, Metasys BACnet protocol controls system.The intent of this system is to control/monitor the
equipment listed in the below description. These units will be provided in 1 phase per request by the
City of Round Rock.
Estimated Timeframe:
Equipment Install—Approximately 2 weeks per phase once equipment is delivered (commissioning time
may cause time to vary)
Controls Install—Approximately 4 weeks per phase (run in conjunction with equipment install)
Add - Electrical Installation Includes All New Disconnects & Whilas
Add — 110-Volt Service Plugs with conduit
Scope:
• Provide Labor and Material to install conduit&wire that feeds the new roof top
packaged A/C units
• Extend wire where required
• Extend conduit where required
• Provide&install Fused N3R service disconnects for all new packaged roof top
units.
• Provide 110-volt Service Plugs
• Replace the brittle conduit on the GCFI Service Plugs
Exhibit "A"
JCI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:2
Reference Number:
Exclusion & Responsibilities:
- Any additional repairs,maintenance,installations not listed in the scope or engineered plans&
specifications are excluded unless another proposal is requested.
- Roofing is excluded
- Structural is excluded
- Engineering is excluded
- Carpentry,domestic pluming is excluded
- Any Electrical upgrades at main panels or breakers are excluded
- Any Building cosmetics is excluded
- Overtime is excluded
- DDC Controls operational repair,just disconnect and reconnect.
PRICING SUMMARY:
The total project is: $874,273.13 +plus tax if applicable. Pricing good for 30-days from the
above date and is based on normal working hours Monday thru Friday from 8am to 5pm. If you
have any questions regarding this proposal please contact me at (956) 535-2718. Thank you for
the opportunity to quote on this valued inquiry and your interest in Johnson Controls.
JCI Rooftop Units and Mixed Air Units Description:
• Provide and install below Rooftop units:
• (4)-3 ton units
• (7)-4 ton units
• (12) -5 ton units
• (3)-6 ton units
• (2)-6.5 ton units
• (12) -7.5 ton units
• (2)-8.5 ton units
• (2)- 10 ton units
• (1)- 12.5 ton units
• (2)- 15 ton units
• (1)- 17.5 ton units
• (1)-20 ton units
• Provide and install below MAUs:
• (3)- Model Series 240 units
• Provide and install roof curbs for all units
• Provide and install hail guards for all units
• Metasys BacNet communications card included
• Phase monitors included
• Motorized OA dampers included (where applicable)
Exhibit "A"
JCI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:3
Reference Number:
• Electric heat included (where applicable)
• Start-up of units are included
• Commissioning of units are included
• All units provided with 5-year warranties
• Provide crane suitable for this project
• Provide electrical wiring suitable for this project
• Provide insulation suitable for this project
• Provide/install piping suitable for this project
CLARIFICATIONS & EXCLUSIONS:
■ Overtime labor has been included to meet estimated timeframe
■ Performance bonding has been included where necessary
■ Any/All fire alarm scope is not included in this quote
JCI Metasys Controls System Description:
• (1) Metasys Network Architecture:
• Furnish and install controller SNE1100 with enclosure and power supply
The Metasys SNE Series network engines are a new family of network engines.Network engines are Ethernet-based,supervisory engines that connect
BAs networks to IP networks.The SNE network engines succeed the Network Automaton Engine(NAE)Series of network engines to further the
expansion and enhancement of Metasys supervisory control capabilities.The SNE Series network engines perform a key role in the Metasys system
architecture.They provide network management and system-wide control coordination over one or more networks of equipment controllers.
• (2) Rooftop Units (RTU Type 14):
• Units will come with the suitable BacNet Cards,Johnson Controls will integrate to units
• Furnish and install zone temperature sensors
• Furnish and install necessary sensors, relays and interlock wiring to achieve sequences
• (9) Rooftop Units (RTU Types 1, 3 and 9):
• Units will come with the suitable BacNet Cards,Johnson Controls will integrate to units
• Furnish and install supply air temperature sensor
• Furnish and install damper actuator
• Furnish and install zone CO2 sensor
• Furnish New Low Voltage Circuit Wiring for Fire Alarm Control Module
• Furnish and install necessary sensors, relays and interlock wiring to achieve sequences
• (22) Rooftop Units (RTU Types 4, 5, 7, 10 and 12):
0 Units will come with the suitable BacNet Cards,Johnson Controls will integrate to units
Exhibit "A"
JCI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:4
Reference Number:
• Furnish and install supply air temperature sensor
• Furnish and install damper actuator
• Furnish New Low Voltage Circuit Wiring for Fire Alarm Control Module
• Furnish and install necessary sensors, relays and interlock wiring to achieve sequences
• (16) Rooftop Units (RTU Types 2, 6, 8, 11 and 13):
• Units will come with the suitable BacNet Cards,JCI will integrate to units
• Furnish and install necessary sensors, relays and interlock wiring to achieve sequences
• (4)Circulating Fan (CF-1F thru CF-4F):
• Furnish and install start/stop, status relays for circulating fans*
*Wired to nearest controller
• (1)Gas-Fired Unit Heater(UH-1E, 2E, 1F, 2F):
• Re-utilize existing manufacturer provided thermostat
• Miscellaneous Monitoring
• Furnish and install zone humidity sensors*
*Wired to nearest controller
CLARIFICATIONS:
■ Includes Johnson Controls Metasys@ controllers.
■ JCI has provided an electrical contractor to complete all 120V and higher wiring associated to this
quote.
■ Includes project management, engineering, and programming/commissioning.
■ This proposal shall be included within any contract terms and conditions.
■ All wiring will be in EMT conduit for interior exposed locations and in plenum rated cable where
applicable by code.
EXCLUSIONS:
■ Any and all controls for exhaust fans
■ Furnishing of any control damper unless noted in scope above.
■ Any electric meter, water meter and gas meter.
■ Furnishing, installation and wiring of VFDs.
■ Furnishing, installation and wiring of smoke detectors, smoke dampers, combination fire/smoke
dampers and fire dampers and associated actuators and wiring unless noted in scope above.
■ Fire sequencing, smoke sequencing, etc.
■ Installation of dampers,Airflow measuring stations, valves, immersion wells, pressure taps or flow
meters as listed in the above scope of work.
■ After hour, weekend or holiday work
■ Third Party Commissioning excluded
Exhibit "A"
JCI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:5
Reference Number:
3R1 Party Test and Balance Description:
• Profile RTU's
o Set total airflow by duct traverse (balancing air devices NOT included)
o Name plate data
o Motor volts, Amps and Fan RPM
o Measure and record temperature differentials
o Set Outside Air volume to design
• Profile MAU's
o Set total airflow by duct traverse (balancing air devices NOT included)
o Name plate data
o Motor volts,Amps and Fan RPM
o Measure and record temperature differentials
o Set Outside Air volume to design
CLARIFICATIONS & EXCLUSIONS:
■ Mechanical equipment repairs (if required) and additional site visits not included in this scope.
■ Harmonic Balance of rotating equipment not included.
■ All work to be performed during normal working hours.
■ New sheaves, belts, & pulleys parts and labor not included.
■ Troubleshooting or profiling of any equipment beyond this scope not included.
■ Sound and Vibration testing not included.
Exhibit "A"
JCI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:6
Reference Number:
This proposal and alternates listed below are hereby This proposal is valid for 30-days
accepted and Johnson Controls is authorized to
proceed with work;subject,however to credit
approval by Johnson Controls,Inc.,Milwaukee,
Wisconsin.
City of Round Rock Johnson Controls, Inc.
Name: Name: Lonnie Cavazos
Title: Title: Senior Account Executive
Date: `p�at aQd I Date: 5-26-2021
s
PO:
Exhibit "A"
JCI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:7
Reference Number:
TERMS AND CONDITIONS
By accepting this proposal,Purchaser agrees to be bound by the following terms and conditions:
1. SCOPE OF WORK. This proposal is based upon the use of straight time labor only. Plastering,patching and painting are
excluded. "in-line"duct and piping devices,including,but not limited to,valves,dampers,humidifiers,wells,taps,flow meters,
orifices,etc.,if required hereunder to be furnished by Johnson Controls,Inc.(hereinafter referred to as JCI),shall be distributed
and installed by others under JCI's supervision but at no additional cost to JCI. Purchaser agrees to provide JCI with required
field utilities(electricity,toilets,drinking water,project hoist,elevator service,etc.)without charge. JCI agrees to keep the job
site clean of debris arising out of its own operations. Purchaser shall not back charge JCI for any costs or expenses without JCI's
written consent unless specifically noted in the statement of the scope of work or services undertaken by JCI under this
agreement,JCI's obligations under this agreement expressly exclude any work or service of any nature associated or connected
with the identification,abatement,clean up,control,removal,or disposal of environment Hazards or dangerous substances,to
include but not be limited to asbestos or PCSs,discovered in or on the premises. Any language or provision of the agreement
elsewhere contained which may authorize or empower the Purchaser to change,modify,or alter the scope of work or services
to be performed by JCI shall not operate to compel JCI to perform any work relating to Hazards without JCI's express written
consent.
2. INVOICING&&PAYMENTS. JCI may invoice Purchaser monthly for all materials delivered to the job site or to an off-site
storage facility and for all work performed on-site and off-site. Ten percent(10%)of the contract price is for engineering,
drafting and other mobilization costs incurred prior to installation. This 10%shall be included in JCI's initial invoice. Purchaser
agrees to pay JCI the amount invoiced upon receipt of the invoice. Waivers of lien will be furnished upon request as the work
progresses to the extent payments are received. If JCI's invoice is not paid within 30 days of its issuance,it is delinquent.
3. MATERIALS.If the materials or equipment included in this proposal become temporarily or permanently unavailable for
reasons beyond the control and without the fault of JCI,then in the case of such temporary unavailability,the time for
performance of the work shall be extended to the extent thereof,and in the case of permanent unavailability,JCI shall(a)be
excused from furnishing said materials or equipment,and(b)be reimbursed for the difference between the cost of the
materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore.
4. WARRANTY. JCI warrants that the equipment manufactured by it shall be free from defects in material and workmanship
arising from normal usage for a period of ninety(90)days from delivery of said equipment,or if installed by JCI,for a period of
ninety(90)days from installation. JCI warrants that for equipment furnished and/or installed but not manufactured by JCI,ICI
will extend the same warranty terms and conditions which JCI receives from the manufacturer of said equipment. For
equipment installed by JCI,if Purchaser provides written notice to 1C1 of any such defect within thirty(30)days after the
appearance or discovery of such defect,JCI shall,at its option,repair or replace the defective equipment. For equipment not
installed by JCI,if Purchaser returns the defective equipment to JCI within thirty(30)days after appearance or discovery of such
defect,JC1 shall,at its option,repair or replace the defective equipment and return said equipment to Purchaser. All
transportation charges incurred in connection with the warranty for equipment not installed by JCI shall be borne by Purchaser.
These warranties do not extend to any equipment which has been repaired by others,abused,altered or misused,or which has
not been properly and reasonably maintained. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR
IMPLIED,INCLUDING,BUT NOT LIMITED TO,THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE
5. LIABILITY. JCI shall not be liable for any special,indirect or consequential damages arising in any manner from the
equipment or material furnished or the work performed pursuant to this agreement.
6. TAXES. The price of this proposal does not include duties,sales,use,excise,or other similar taxes,unless required by
federal,state or local law. In addition to the stated price,purchaser shall pay all taxes not legally required to be paid by JCI or,
alternatively,shall provide JCI with acceptable tax exemption certificates. JCI shall provide Purchaser with any tax payment
certificate upon request and after completion and acceptance of the work.
7. DELAYS. JCI shall not be liable for any delay in the performance of the work resulting from or attributed to acts or
circumstances beyond JCI's control,including,but not limited to,acts of God,fire,riots,labor disputes,conditions of the
premises,acts or omissions of the Purchaser,Owner or other Contractors or delays caused by suppliers or subcontractors of JCI,
etc.
8.SCHEDULE. JCI and Purchaser shall mutually agree upon a schedule for completion of the work. In the event Purchaser
desires to change or accelerate the schedule or the schedule is otherwise accelerated,delayed,or impacted for reasons beyond
the control of JCI,JCI shall be entitled to a change order equitably adjusting the compensation of JCI to account for the
increased costs associated with such schedule changes.
9. DISPUTES. All disputes involving more than$15,000 shall be resolved by arbitration in accordance with the rules of the
American Arbitration Association. The prevailing party shall recover all legal costs and attorney's fees incurred as a result.
Nothing here shall limit any rights under construction lien laws.
10. INSURANCE. Insurance coverage in excess of JCI's standard limits will be furnished when requested and required. No
credit will be given or premium paid by JCI for insurance afforded by others.
Exhibit "A"
1CI Controls,Inc. Project: City of Round Rock Police Department-RTU Replacement Page:8
Reference Number:
11. INDEMNITY.The Parties hereto agree to indemnify each other from any and all liabilities,claims,expenses,losses or
damages,including attorneys'fees,which may arise in connection with the execution of the work herein specified and which
are caused,in whole or in part,by the negligent act or omission of the Indemnifying Party.
12. OCCUPATIONAL SAFETY AND HEALTH. The Parties hereto agree to notify each other immediately upon becoming aware of
an inspection under,or any alleged violation of,the Occupational Safety and Health Act relating in any way to the project or
project site.
13. LEGAL FEES. Purchaser agrees to pay and reimburse 1CI for any and all reasonable legal fees which are incurred by 1CI in
the collection of amounts due and payable under this Agreement.
14. ENTIRE AGREEMENT.This proposal,upon acceptance,shall constitute the entire agreement between the parties and
supersedes any prior representations or understandings.
15. CHANGES.No change or modification of any of the terms and conditions stated herein shall be binding upon Johnson
unless accepted by Johnson in writing.
///J� !, Exhibit "A"
Johnson ���� 1 Johnson Controls
Controls Rider to Agreement
This Rider is made as of July 22,2021 by and between Johnson Controls, Inc. ("Contractor")and City of Round Rock
("Customer")and amends the Agreement for HVAC Equipment and Installation Services,dated July 22, 2021 relating
to installation work at the City of Round Rock, Texas (the "Agreement"). This Rider is effective as of the date of last
signature below. In the event of a conflict between the provisions of this Rider and the Agreement, the provisions of
this Rider shall prevail. To the extent any provisions of this Rider are the same or similar in any respect to any
provisions of the Agreement,the same or similar provision in the Agreement is deleted and replaced with the provision
in this Rider.
1. INDEMNITY.
A. TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CHAPTER 151 OF THE TEXAS
INSURANCE CODE, AND EXCEPT AS SET OUT IN SUBPARAGRAPH (B) BELOW, CONTRACTOR
SHALL INDEMNIFY AND HOLD HARMLESS CUSTOMER, AND ALL OF ITS OFFICERS, DIRECTORS,
AGENTS AND EMPLOYEES (THE "INDEMNITEES"), FROM AND AGAINST ALL CLAIMS, DAMAGES,
LOSSES AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES (COLLECTIVELY,
"CLAIMS"), RESULTING FROM BODILY INJURY OR DEATH OF ANY PERSON, OR PROPERTY
DAMAGE, INCLUDING LOSS OF USE, ARISING OUT OF CONTRACTOR'S PERFORMANCE OF THE
WORK OR OTHER ACTIVITIES OF CONTRACTOR, BUT ONLY TO THE PROPORTIONATE EXTENT
CAUSED BY THE NEGLIGENCE OF CONTRACTOR OR ANYONE DIRECTLY OR INDIRECTLY
EMPLOYED BY CONTRACTOR OR ANYONE FOR WHOSE ACTS CONTRACTOR MAY BE LIABLE.
B. NOTWITHSTANDING THE FOREGOING TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING
CHAPTER 151 OF THE TEXAS INSURANCE CODE CONTRACTOR SHALL INDEMNIFY HOLD
AND DEFEND THE INDEMNITEES FROM AND AGAINST ALL CLAIM ARISING T F
HARMLESSS S G OUT O
OR RESULTING FROM BODILY INJURY TO, OR SICKNESS, DISEASE OR DEATH OF, ANY
EMPLOYEE,AGENT OR REPRESENTATIVE OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS,
REGARDLESS OF WHETHER SUCH CLAIM IS CAUSED,OR IS ALLEGED TO BE CAUSED, IN WHOLE
OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE, IT BEING THE EXPRESSED INTENT OF
OWNER AND CONTRACTOR THAT IN SUCH EVENT THE CONTRACTOR IS TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE INDEMNITEES FROM THE CONSEQUENCES OF THEIR OWN
NEGLIGENCE,WHETHER IT IS OR IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE
BODILY INJURY, SICKNESS, DISEASE OR DEATH OF CONTRACTOR'S EMPLOYEE OR THE
EMPLOYEE OF ANY OF ITS SUBCONTRACTORS.
City of R and Rock ("Customer") Johnson Controls, Inc. ("Contractor")
By: By:
Title: Title: Senior Account Executive
Page 1 of 1