Contract - Carrier Corporation - 8/11/2016 (2)CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE AND INSTALLATION OF
AIR HANDLING UNITS AT CLAY MADSEN RECREATION CENTER
WITH
CARRIER CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
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 made and entered into on this the
day of the month oft, 2Q16 by and between the CITY OF ROUND ROCK, a Texas
home -rule municipality, whose oo i es 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 desires to 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 an approved Buy Board vendor through Buy Board Contract # 458-14;
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
00350706/ss2
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mutually agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between 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").
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, 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 "A."
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 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 nine (9) of this Agreement.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all goods 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 Hundred Twenty -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. 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 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 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 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:
Pete Dominguez
Facilities Manager
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3144
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
hap://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.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 theevent 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 following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under. this Agreement;
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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.
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 ofthe Agreement except as provided herein.
1.7.01 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'sagents, employees or ,subcontractors,. in the performance of Vendor'sobligations
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 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 (SWMP) 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
Pollutant Discharge 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 stormwater 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
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 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
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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no. claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) 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 from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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
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.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of RouA Rock, Texas Carrier Co n
By: /'wBy:
Printed Name: A,% W Printed me: C-176�40 -70//VUV-%ZZ
Title: Title: 4W (VM(, F1An %&Z—
Date
&ZDate Signed: Date Signed: 7i/ 2?-, 101%
Attest:
By:9:r�,
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Sara L. White, City Clerk
For City, proved as t Form:
B.
Stepha4 L. Sheets, City Attorney
10
turn to the expert
Rolando Rodriguez
CITY OF ROUND ROCK — CMRC
(512) 218-5434
221 E MAIN ST
ROUND ROCK,TX,786645271
EXHIBIT "A"
Address
Phone
Fax
E-mail
11100 Metric Blvd, Suite #400
Austin, Texas, 78758
(512)364-6322
(860)660-8748
melissa.ho,69e @—carrier.titc.coiii
Estimate Date 5/31/2016
Quote Number 00246218
Job Description: Clay Madsen Recreation Center AHU (Direct Drive) Replacement, BuyBoard Contract #458-14
Scope of Work
Replace AHU's 1,2,3,4 with new Carrier Direct Drive Plenum Fan 39MN Air Handling Units.
• AHU's to include the following: 460-3-60, Insulation: R-13 Double Wall Scaled Panels, Painted Exterior, Galvanized Interior Panels, Filter Mixing
Box with 2 inch MERV 8 Filter Kit, Chilled Water Coil with Stainless Steel Drain Pans, Hot Water Cdil (AHU-3 & 4), Premium Efficiency Direct
Drive Plenum Supply Fan, Factory Mounted VFD, Factory Stan -Up: 5 Year row and Labor warranty. Please see submittal for complete details.
• All work within the gym will be performed after hours. This work includes rigging the old equipment out of the mezzanine and rigging the new
equipment into the mezzanine. Floor protection will be provided for the gym floor.
• All work with in 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 of new AHU's.
• Proposal includes new fire dampers.
• Proposal includes new isolation valves, piping, and insulation on the new piping. Proposal includes replacing some additional worn insulation within
the mechanical rooms. please note we will have to drain the system for each isolation valve to be replaced
• Proposal includes new chilled water and hot water control valves.
• Proposal includes demolition and removal of existing fire devices and installation of new devices on the new AHU's.
• Proposal includes new 30 amp circuits for units 1, 3, and 4.
• Starters to be left in place per City of Round Rock's request.
• Please note there is an 8-9 week lead time on the new AHU's.
o AHU 1: 561,226.00
o AHU 2: $62,815.00
o AHU 3: $65,494.00
o AHU 4: $65,494.00
o T&B AHU 3/4: $2,497.00
Exclusions / Clarifications
This quote does not include the waste disposal and labor performed 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.
Excluded from this proposal:
• Overtime labor with the exception of rigging. Reconnection of AHU's to existing Siemens, we will reconnect to the new ALC controls system. Bonds. Sales
Tax
Total Quoted Price
Total Price for Scope of Work excluding applicable taxes: $257,526.00
This proposal. is valid for 90 days from the date of proposal. Carrier's terms and conditions will govern in lieu of any other terms and conditions
contained in any resulting Purchase, Order, Contract, Agreement, etc. Carrier would9ike to thank you for the continuing opportunity to be of
service.
Sincerely,
Melissa House
Carrier Commercial Service
Title
Customer Acceptance (signature) Date Purchase Order
_Quote 900246218
Regulated by The Texas Department of Licensing and Regulation, P.O. Box 12157; Austin, Texas 78711,1-800-803-9202, 512-463_ •6599, www.license.state.Mus, License N
TACLA59534C'
EXHIBIT "A"
CARRIER CORPORATION
TERMS AND CONDITIONS OF SALE — EQUIPMENT AND/OR SERVICE
1. PAYMENT AND TAXES- Payment shall be made net 30 days from date of invoice. Carrier reserves the right to require cash
payment or other alternative method of payment prior to shipment or completion of work if Carrier determines, in its sole discretion,
that Customer or Customer's 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 any taxes or government charges arising from this Agreement. If
the Customer claims that any such taxes or government charges do not apply to the transactions governed by this Agreement,
Customer shall provide Carrier with acceptable tax exemption certificates or other applicable documents.
2. EXTRAS- Equipment, parts or labor in addition to those specified In this Agreement will be provided upon receipt of Customer's
written authorization and paid for as an extra and subject to the terms of this Agreement.
3. RETURNS- No items will be accepted for return without prior written authorization. Returned goods may be subject to a
restocking -charge. Special order and non -stock items cannot be returned.
4. SHIPMENT- All shipments shall be F.O.B. shipping point, freight prepaid and allowed to the job site. Shipment dates quoted are
approximate. Carrier does not guarantee a particular date for shipment or delivery.
5. PARTIAL SHIPMENT Carrier shall have the right to ship any portion of the equipment included in this Agreement and invoice
Customer for such partial shipment.
6. DELAYS— Carrier shall not be liable for delays in manufacturing, shipping or delivery by causes beyond the control and without
the fault or negligence of Carrier, including but not restricted to acts of God, acts of a public enemy, acts of government, acts of
terrorism, fires, floods, epidemics, quarantine restrictions, freight embargoes, supplier delays, strikes, or labor difficulties
(collectively "Force Majeure Events"). Carder 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 Carrier 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, that all equipment manufactured by Carrier Corporation and all Carrier equipment, parts or
components supplied hereunder will be free from defects in material and workmanship. Cartier shall at its option repair or replace,
F.O.B. point of sale, any equipment, part or component sold by Carrier and determined to be defective within one (1) year from the
date of initial operation or eighteen (18) months from date of shipment, whichever is earlier. Cartier 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 hereunder shall be performed in a workmanlike manner. In the event
any such service is determined to be defective within ninety (90) days of completion of that service, Carrier shall at its option re-
perform or issue a credit for such service, Carrier's obligation to repair or replace any defective equipment, parts or components
during the warranty period shall be Customer's exclusive remedy. Carrier shall not be responsible for labor charges for removal 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 WARRANTY IS 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 Carriers
normal working 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. Customer's written authorization and invoiced at Carriers prevailing labor rates and parts charges.
Additional services or parts shall be supplied under the terms of this Agreement.
10. CUSTOMER RESPONSIBILITIES (Service Contracts only) - Customer shall:
• Provide safe and reasonable equipment access and a safe work environment.
• Permit access to Customer's site, and use of building services including but not limited to: water, elevators, receiving dock
facilities, electrical service and local telephone service.
Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures, walls of -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 start equipment necessary to perform service.
• Provide adequate water treatment
• Provide the dally routine equipment operation (if not part of this Agreement) including availability of routine equipment log
readings.
• Where Carriers 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 #00246218
Regulated by The Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, Texas 78711, 1-800-803-9202, 5124163-6599, www.license.state.mus, License #
TACLA59534C
Equipment and/or Service
CCS-TCES 040215 EXHIBIT "A
• Promptly address any Issues that arise related to mold, fungi, mildew or bacterial
• Identify and label any asbestos containing material that maybe 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 older than 1981. Should this document state that no asbestos is present, the customer will also
provide in writing the method used to determine the absence of asbestos.
11. EXCLUSIONS— Carrier is not responsible for items not normally subject to mechanical maintenance including but not limited to:
duct work, casings, cabinets, fixtures, structural supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler
tubes, boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for 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, chemical/electrochemical attack, corrosion, erosion, deterioration due to unusual wear and tear, any damage related to the
presence of mold, fungi, mildew, or bacteria, damage caused by power reductions or failures or any other cause beyond Carrier's
control. Carrier shall not be required to perform tests, 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 properly maintained.
12. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts only) — Upon the initial scheduled operating
and/or initial annual stop inspection, should Carrier determine the need for repairs or replacement, Carrier will provide Customer in
writing an 'equipment condition' report including recommendations for corrections and the price for repairs in addition to this
Agreement.
In the -event Carrier recommends certain services (that are not included herein or upon initial inspection) and if Customer does not
elect to have such services properly performed in a timely fashion, Carrier shall not be responsible for any equipment or control
failures, operability or any long-term damage that may result. Carrier at -its option will either continue to maintain equipment and/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 and in combination with certain services,
Carrier may elect to install,. attach to Customer equipment, or provide portable devices (hardware and/or software) that shall remain
the personal proprietaryproperty of Carrier. No devices installed, attached to real property or portable device(s) 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. WAIVER OF DAMAGES- Under no circumstances shall Carrier be liable for any incidental, special or consequential damages,
including loss of revenue, loss of use of equipment or facilities, or economic damages based on strict liability or negligence.
15. LIMITATION OF LIABILITY- Carrier's maximum liability for any reason (except for personal injuries) arising from this Agreement
shall not exceed the value of the Agreement.
16. CANCELLATION- Customer may cancel this Agreement only with Carrier's prior written consent; and upon payment of
reasonable cancellation charges. Such charges shall take into account costs and expenses incurred, and purchases or contract
commitments made by Carrier and all other losses due to the cancellation including a reasonable profit.
17. CUSTOMER TERMINATION FOR CARRIER NON-PERFORMANCE — Customer .shall have the right to terminate this
Agreement for Carrier's non-performance provided Carrier fails to cure 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 Carrier personal proprietary property or devices as well as
remove any and alfCarrier-owned parts, tools and personal property. Additionally, Customer agrees to pay Carrier for all incurred
but unamortized service costs performed by Carrier 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 if alterations, additions or repairs are made to. equipment duringthe term of this Agreement by others without prior
agreement between Customer and. Carver.
19. CLAIMS- Any suits, arising from the performance or nonperformance of this Agreement, whether based upon contract,
negligence, and strict liability or otherwise, shall be brought within one (1) year from the date the claim arose.
20. GOVERNMENT -PROCUREMENTS- The components, equipment and services provided by Carrier are "commercial items" as
defined in Section 2.101 of the Federal Acquisition Regulations ("FAR"), and the prices of. such components, equipment and
services are based on Carrier's commercial pricing policies and practices (which do not consider any special requirements of U.S.
Government 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 procurement regulations, .such as FARs or DFARs, shall apply to this Agreement except those regulations expressly
accepted in writing by Carrier.
.Quote #00246218
Regulated by The Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, Texas 78711, 1-800-903-9202,512463-6599, mvw.license.state.tx.us, License #
TACLA59534C
EXHIBIT "A"
21. HAZARDOUS MATERIALS- Carrier is not responsible for the Identification, detection, abatement, encapsulating or removal of
asbestos, products or materials containing asbestos, similar hazardous substances, or mold, fungi, -mildew, or bacteria. If Carrier
encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove
its employees from the project, until such material and any hazards associated with it are abated. The time for Carriers
performance shall be extended accordingly, and Carrier shall be compensated for the delay.
22. WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other
material generated during the term of this Agreement.
23. SUPERSEDURE, ASSIGNMENT and MODIFICATION- This Agreement contains the complete and exclusive statement of the
agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may
assign this Agreement only with Carriers prior written consent No modification to this Agreement shall be binding unless in writing
and signed by both parties.
24. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects
with Customer, including 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 licensed 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 four years of the date of the alleged violation. A complaint regarding a latent act or omission
pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any. questions concerning a
contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826.
Quote 000246218
Regulated by The Texas Department of Licensing and Regulation, P.O. Box 121'57, Austin, Texas 78711,1-800-803-9202,'512-063-6599, www.license.state.tx us, License 0
TACLA59534C
4
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
lots
Complete Nos. l - 4 and 6 it there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country. of the business entity's place
of business.
2016.67886
Carrier Corporation
Austin, TX United States
Date Filed:
06/08/2016
2 Name of governmental entity or state agency that Is a party to the contract for which the form is
being tiled.
City of Round Rock, TX - CMRC
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
458-14
.Clay Madsen Recreation Center AHU (Direct Drive) Replacement, BuyBoard Contract # 458-141 Quote No. 00246218
a
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
United Technologies Corporation
Hartford, CT United States
X
5 Check only if there is NO Interested Party. D
6 MAVIT I swear, or affirm, under penalty of eq tha
• ARACELLY M. ZAMORA
Notagt Public - Stale. of Florida
• Commission 0 FF 925387
he ab ve disclosure is true and correct:
%y My Comm. Expires Oct 18, 2014
''�,•u 8ontled through National Notary Assn.
Signature of authorized agent o contracting business entity
AFFIX NOTARY STAMP 1 SEAL ABOVE
Swom to and subscribed before me, by the said Owlnette Johnson this the
9th day of June
2016 to certify which, witness my hand and seal of office.
Aracelly M. Zamora
Notary Public, State of Florid;
Signatur ministers g oath Printed name of officer administering oath
Title of officer administering oath
FormtrifrovidedSIV, Texas Ethics Commission www.ethics.state.tx.us VersionVl.0.1021
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
10f1
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2016-67886
Date Filed:
06/08/2016
Date Acknowledged:
06/13/2016
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Carrier Corporation
Austin, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock, TX - CMRC
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
458-14
Clay Madsen Recreation Center AHU (Direct Drive) Replacement, BuyBoard Contract # 458-14 / Quote No. 00246218
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
United Technologies Corporation
Hartford, CT United States
X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the day of
20 to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021