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HomeMy WebLinkAbout20-0422 City Hall Chiller April 22 Agenda Bid Item: #1 — US Communities Joint Purchase — City Hall Chiller Replacement 9$224,845 R190475 PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 22nd day of April 2020, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Trane U.S. Inc., an Illinois corporation, (hereinafter referred to as "Trane" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and Trane shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof 2. TERMS. This agreement shall be subject to the price, terms and conditions contained herein; as provided by Attachment A; and as provided by a joint purchase agreement through Harford County Public Schools, Maryland, under Contract No. RFP #15-JLP-023, attached hereto and made a part hereof as Attachment B (hereinafter referred to as the "JPA"). 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this agreement and either Attachment A or the JPA, or any portion thereof; the terms and provisions of this agreement shall supersede and control. In the event of a conflict between Attachment A and the JPA, Attachment A shall supersede and control. In the event of any conflict between the provisions contained in the body of this Agreement and any attachments hereto, the body of this Agreement shall supersede and control. Notwithstanding anything to the contrary provided for herein, Company shall add the City of Elgin as an additional insured under Company's insurance policy. 4. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Trane hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Trane agrees that service by first class U.S. mail to Trane U.S. Inc., 7100 South Madison, Willowbrook, Illinois 60527-5505 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties regarding the subject matter hereof There are no promises, terms, conditions or obligations other than those contained herein regarding the subject matter hereof; and this agreement shall supersede, supplant and replace all previous communications, representations or agreements, either verbal, written or implied between the parties hereto regarding the subject matter hereof 7. INTEREST. Trane hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 8. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Trane shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Trane hereby certifies, represents and warrants to the City that all of Trane's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Trane shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Trane to determine Trane's compliance with the provisions of this section. In the event the City proceeds with such an audit, Trane shall make available to the City Trane's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. PAYMENT. City shall pay the total sum of $225,877.00 within thirty (30) days of delivery and any other full performance, or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable freight, shipping and taxes. 11. DELIVERY. Trane shall complete delivery of all goods and/or shall provide all services on or before December 1, 2020. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of any applicable goods. All transportation and delivery shall be at Trane's sole expense. 14. INDEMNIFICATION. To the fullest extent permitted by law, Trane shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions, from and against any and all claims, suits, judgments, costs, attorney's fees, damages or any and all other relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Trane or Trane's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 2 • 15. APPROPRIATION OF FUNDS. The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the this agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized, then the agreement shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the City for damages, penalties or other charges on account of such termination. 16. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e- mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement which may be signed electronically or transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e- mail as a defense to this agreement and shall forever waive such defense. The person signing this agreement certifies that s/he has been authorized by the Seller to commit the Seller contractual and has been authorized to execute this agreement on its behalf. IN WITNESS WHEREOF the parties have hereto set,their hands the day and year first above written. TRANE U.S. INC CITY OF ELGIN Theodore L. Mutzner i Print Name Richard . Kozal, City anager *��.,.�.....c/7.7 Signature ATTE T Sr. Contract Manager Title ity lerk F:\Legal Dept\Agreement\Trane U.S.Inc-Purchase Agreement-3-5-20.docx . * NOTE: Subject to the U.S. Communities Contract# 15-JLP-023 and Trane's Terms and Conditions as referenced in Trane Proposal dated 04/14/2020. 3 • • • ATTACHMENT A City of Elgin—City Hall ° p 5° Turnkey Proposal—April 2020 \‘. Ti3 Prepared For: Date: City of Elgin April 14, 2020 Attn: Rich Hoke Job Name: Payment Terms: City of Elgin - City Hall Chiller Replacement 2300057 Net 30 Delivery Terms: Proposal Expiration Date: Freight Allowed & Prepaid 1st Destination/Jobsite 30 Days Quote Number: 30-10003-17-001 Co-op(US Communities) Contract Number: USC 15-JLP-023 Scope of Work "Scope of Work" and notations within are based on multiple Trane site surveys, conversations with the City of Elgin, as well as existing building documentation provided by the customer. Base Bid: Turnkey Installation of HVAC Equipment Engineering and Project Management Services • Provide for an engineered retrofit of the existing Chiller including mechanical and electrical • Engineering and CAD drawings • Load Analysis for confirmation of existing system design • Pre-test of water flows for existing Chiller System • Coordination of installation with other Trades to meet City of Elgin project timeline • Start-up of all equipment • Post testing of System • Final Commissioning of System • One year labor and material warranty on equipment and installation work Equipment • Furnish and install (1) new 215 Ton Chiller • Furnish and install Hydronic Specialties at new chiller • Existing Chilled Water Pumps to be re-used Mechanical Work • Site Verification • All Crane and Rigging necessary • Demolition and removal of existing Chiller • Modification of Chiller steel support as necessary • Set in new Chiller • All required hydronic piping for replacement • All required pipe insulation • Equipment labeling • Daily cleanup of construction area 02017 Trane Confidential and Proprietary Information of Trane U.S.Inc. &Ingersoll Rand City of Elgin—City Hall a N. Turnkey Proposal—April 2020 Electrical Work • Disconnect of power to existing Chiller • Re-feed Electrical Feeds from existing Chiller to new chiller • Tie in of new chiller to existing Trane BAS system Turnkey Services not included • Asbestos abatement • Premium time • Upgrading existing non-compliant code issues outside of our Scope of Work • Unforeseen conditions • Temporary HVAC services • Building Automation work outside above Scope of Work • Replacement/Work related to equipment outside above Scope of Work • Any equipment outside of the scope of work included above Proposal Notes/ Clarifications • All work to be performed during normal business hours (8am to 5pm, M-F, non-holidays) • Proposal does not include"Premium Time"or Price Contingency therefor • Equipment Order Release and Services rendered are dependent on receipt of PO/Subcontract and credit approval • Controls for any systems not listed above are excluded • Trane will not perform any work if working conditions could endanger or put at risk the safety of our employees or subcontractors • ©2017 Trane Confidential and Proprietary Information of Trane U.S.Inc. 2 J/Ingersoll Rand City of Elgin—City Hall o Me' Turnkey Proposal—April 2020 Pricing Total Net Base Price (Excluding Sales Tax) $225,877.00 **pricing now inclusive of Payment and Performance Bond • Once contract is approved, Trane will issue Certificate of Insurance Documents that will generated for this specific project. Financial items not included • Bid Bond • Liquidated or Consequential Damages • Demurrage or Storage Charges • Participation in OCIOP or CCIP Insurance Programs Respectfully submitted, Vanessa/orio Sales Engineer • 312.459.4724 Vanessa.lorio(a�trane.com • Trane Commercial Systems and Services Chicago/Central Illinois District Ingersoll Rand 7100 S. Madison Street Willowbrook, IL 60527 www.trane.com/chicaoo ©2017 Trane Confidential and Proprietary Information of Trane U.S.Inc. n� 3 D�Ingersoll Rand o �® City of Elgin—City Hall a Turnkey Proposal—February 2020 • ACCEPTANGE CUSTOMER ACCEPTANCE TRANE ACCEPTANCE Trane U.S. Inc. • Authorized Representative Signature: Authorized Representative Signature: Printed Name: Printed Name: Title: Title: Purchase Order: Signature Date: Acceptance Date: This proposal is subject to the attached Terms and Conditions. 4 o 6 1:#® City of Elgin—City Hall Turnkey Proposal—February 2020 TERMS AND CONDITIONS—COMMERCIAL INSTALLATION "Company"shall mean Trane U.S.Inc.. 1. Acceptance;Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement(the"Agreement") resulting from Company's proposal (the "Proposal")for the commercial goods and/or services described (the"Work"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent("Customer)delivered to Company within 30 days from the date of the Proposal.If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification,Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to provide Work in accordance with the Proposal and the Company terms and conditions. If Customer does not reject or object in writing to Company within 10 days,Company's counter-offer will be deemed accepted. Customer's acceptance of the Work by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit,Company may delay or suspend performance or,at its option,renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall be cancelled without any liability,other than Customer's obligation to pay for Work rendered by Company to the date of cancellation. 2. Pricing and Taxes. Unless otherwise noted,the price in the Proposal includes standard ground transportation and,if required by law,all sales,consumer,use and similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Tax exemption is contingent upon Customer furnishing appropriate certificates evidencing Customer's tax exempt status.Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninstalled basis and any taxable labor/labour do not include sales tax and taxes will be added. Following acceptance without addition of any other terms and condition of sale or any other modification by Customer,the prices stated are firm provided that notification of release for immediate production and shipment is received at the factory not later than 3 months from order receipt. If such release is received later than 3 months from order receipt date,prices will be increased a straight 1%(not compounded)for each one-month period(or part thereof)beyond the 3 month firm price period up to the date of receipt of such release. If such release is not received within 6 months after date of order receipt,the prices are subject to renegotiation,or at Company's option,the order will be cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees. 3. Exclusions from Work. Company's obligation is limited to the Work as defined and does not include any modifications to the Work site under the Americans With Disabilities Act or any other law or building code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work without a written change order signed by Customer and Company. 4. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company performs the Work Company may refuse to perform any Work where working conditions could endanger property or put at risk the safety of persons. Unless otherwise agreed to by Customer and Company,at Customer's expense and before the Work begins,Customer will provide any necessary access platforms, catwalks to safely perform the Work in compliance with OSHA or state industrial safety regulations. 5. Payment. Customer shall pay Company's invoices within net 30 days of invoice date. Company may invoice Customer for all equipment or material furnished, whether delivered to the installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be withheld from any payments except as expressly agreed in writing by Company,in which case retention shall be reduced per the contract documents and released no later than the date of substantial completion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as required, Company may suspend performance and the time for completion shall be extended for a reasonable period of time not less than the period of suspension. Customer shall be liable to Company for all reasonable shutdown,standby and start-up costs as a result of the suspension. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to 1.5%of the principal amount due at the end of each month. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested,Company will provide appropriate lien waivers upon receipt of payment. Customer agrees that,unless Customer makes payment in advance,Company will have a purchase money security interest in all equipment from Company to secure payment in full of all amounts due Company and its order for the equipment,together with these terms and conditions,form a security agreement. Customer shall keep the equipment free of all taxes and encumbrances,shall not remove the equipment from its original installation point and shall not assign or transfer any interest in the equipment until all payments due Company have been made. 6. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representative of Company,all dates provided by Company or its representatives for commencement,progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated dates,Company shall not be responsible for any damages for its failure to do so. 7. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours,or such other hours as may be requested by Company and acceptable to the Work site'owner or tenant for the performance of the Work, including sufficient areas for staging, mobilization, and storage. Company's access to correct any emergency condition shall not be restricted.Customer grants to Company the right to remotely connect(via phone modem,intemet or other agreed upon means)to Customer's building automation system(BAS)and or HVAC equipment to view,extract,or otherwise collect and retain data from the BAS,HVAC equipment,or other building systems,and to diagnose and remotely make repairs at Customer's request. 8. Completion. Notwithstanding any other term or condition herein,when Company informs Customer that the Work has been completed,Customer shall inspect the Work in the presence of Company's representative,and Customer shall either(a)accept the Work in its entirety in writing,or(b)accept the Work in part and specifically identify,in writing,any exception items. Customer agrees to re-inspect any and all excepted items as soon as Company informs Customer that all such excepted items have been completed. The initial acceptance inspection shall take place within ten(10)days from the date when Company informs Customer that the Work has been completed. Any subsequent re-inspection of excepted items shall take place within five(5)days from the date when Company informs Customer that the excepted items have been completed. Customer's failure to cooperate and complete any of said inspections within the required time limits shall constitute complete acceptance of the Work as of ten(10)days from date when Company informs Customer that the Work,or the excepted items,if applicable,has/have been completed. 9. Permits and Governmental Fees. Company shall secure(with Customer's assistance)and pay for building and other permits and governmental fees,licenses, and inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received, negotiations thereon concluded,or the effective date of a relevant Change Order,whichever is later. Customer is responsible for necessary approvals,easements, assessments and charges for construction,use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such permits, fees,licenses and inspections are not included in the Proposal,Company will invoice Customer for such costs. 10. Utilities During Construction. Customer shall provide without charge to Company all water,heat,and utilities required for performance of the Work. 11. Concealed or Unknown Conditions. In the performance of the Work,if Company encounters conditions at the Work site that are(i)subsurface or otherwise concealed physical conditions that differ materially from those indicated on drawings expressly incorporated herein or(ii)unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work,Company shall notify Customer of such conditions promptly,prior to significantly disturbing same. If such conditions differ materially and cause an increase . in Company's cost of,or time required for,performance of any part of the Work,Company shall be entitled to,and Customer shall consent by Change Order to,an equitable adjustment in the Contract Price,contract time,or both. 12. Pre-Existing Conditions. Company is not liable for any claims,damages,losses,or expenses,arising from or related to conditions that existed in,on,or upon the Work site before the Commencement Date of this Agreement("Pre-Existing Conditions"),including,without limitation,damages,losses,or expenses involving Pre-Existing Conditions of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi. Company also is not liable for any claims,damages,losses,or expenses,arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. 5 • a N. City of Elgin—City Hall Turnkey Proposal—February 2020 • 13. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any identification,abatement, cleanup,control,disposal,removal or other work connected with asbestos,polychlorinated biphenyl('PCB"),or other hazardous materials(hereinafter,collectively, "Hazardous Materials'). Customer warrants and represents that,except as set forth in a writing signed by Company,there are no Hazardous Materials on the Work site that will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company will be performing the Work. Should Company become aware of or suspect the presence of Hazardous Materials,Company may immediately stop work in the affected area and shall notify Customer. Customer will be exclusively responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and,to the fullest extent permitted by law, shall indemnify and hold harmless Company(including its employees,agents and subcontractors)from and against any loss,claim,liability,fees,penalties,injury(including death)or liability of any nature,and the payment thereof arising out of or relating to any Hazardous Materials on or about the Work site,not brought onto the Work site by Company.Company shall be required to resume performance of the Work in the affected area only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any governmental agency, or examine the Work site for the presence of Hazardous Materials. 14. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure,this Agreement shall at Company's election(i)remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or(ii)be terminated upon 10 days notice to Customer, in which event Customer shall pay Company for all parts of the Work furnished to the date of termination. An"Event of Force Majeure"shall mean any cause or event beyond the control of Company. Without limiting the foregoing,'Event of Force Majeure'includes:acts of God;acts of terrorism,war or the public enemy;flood;earthquake; tornado;storm;fire;civil disobedience;pandemic insurrections;riots;labor/labour disputes;labor/labour or material shortages;sabotage;restraint by court order or public authority(whether valid or invalid),and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses,certificates or approvals if not caused by Company;and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 15. Customer's Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right,without an election of remedies,to terminate this Agreement or suspend performance by delivery of written notice:(1)Any failure by Customer to pay amounts when due;or(2)any general assignment by Customer for the benefit of its creditors,or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors,or makes or proposes to make any proposal or arrangement with creditors,or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets,or if a trustee,receiver,or similar person is appointed over any of the assets or interests of Customer,(3)Any representation or warranty furnished by Customer in this Agreement is false or misleading in any material respect when made;or(4)Any failure by Customer to perform or comply with any material provision of this Agreement.Customer shall be liable to Company for all Work furnished to date and all damages sustained by Company(including lost profit and overhead). 16. Indemnity. To the fullest extent permitted by law,Company and Customer shall indemnify,defend and hold harmless each other from any and all claims, actions,costs,expenses,damages and liabilities,including reasonable attorneys'fees,resulting from death or bodily injury or damage to real or tangible personal property,to the extent caused by the negligence or misconduct of their respective employees or other authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims,damages,expenses or liabilities to the extent attributable to the acts or omissions of the other party. If the parties are both at fault,the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect,notwithstanding the expiration or early termination hereof,with respect to any claims based on facts or conditions that occurred prior to expiration or termination. 17. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL,INDIRECT CONSEQUENTIAL,OR PUNITIVE OR EXEMPLARY DAMAGES(INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION, LOST DATA,LOST REVENUE,LOST PROFITS,LOST DOLLAR SAVINGS,OR LOST ENERGY USE SAVINGS,EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT,NEGLIGENCE,ANY OTHER TORT,WARRANTY,STRICT LIABILITY,OR PRODUCT LIABILITY). In no event will Company's liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement. 18. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims,damages,judgments and loss arising from infringement or alleged infringement of any United States patent by any of the goods manufactured by Company and delivered hereunder,provided that in the event of suit or threat of suit for patent infringement, Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against infringement by reason of Customer's design of the articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation,Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section,all parties concemed shall be entitled to be represented by counsel at their own expense. 19. Limited Warranty. Company warrants for a period of 12 months from the date of substantial completion("Warranty Period')commercial equipment manufactured and installed by Company against failure due to defects in material and manufacture and that the labor/labour furnished is warranted to have been properly performed(the'Limited Warranty"). Trane equipment sold on an uninstalled basis is warranted in accordance with Company's standard warranty for supplied equipment. Product manufactured by Company that includes required startup and is sold in North America will not be warranted by Company unless Company performs the product start-up.Substantial completion shall be the earlier of the date that the Work is sufficiently complete so that the Work can be utilized for its intended use or the date that Customer receives beneficial use of the Work. If such defect is discovered within the Warranty Period, Company will correct the defect or furnish replacement equipment(or,at its option,parts therefor)and,if said equipment was installed pursuant hereto, labor/labour associated with the replacement of parts or equipment not conforming to this Limited Warranty. Defects must be reported to Company within the Warranty Period.Exclusions from this Limited Warranty include damage or failure arising from:wear and tear;corrosion,erosion,deterioration;Customer's failure to follow the Company-provided maintenance plan;refrigerant not supplied by Trane;and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant. Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement.No warranty liability whatsoever shall attach to Company until the Work has been paid for in full and then said liability shall be limited to the lesser of Company's cost to correct the defective Work and/or the purchase price of the equipment shown to be defective. Equipment,material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer.THE WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,WHETHER IN CONTRACT OR IN NEGLIGENCE,EXPRESS OR IMPLIED,IN LAW OR IN FACT,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED REGARDING PREVENTION BY THE WORK,OR ANY COMPONENT THEREOF,OF MOLD/MOULD,FUNGUS, BACTERIA,MICROBIAL GROWTH,OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE WORK OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. 20. Insurance. Company agrees to maintain the following insurance while the Work is being performed with limits not less than shown below and will,upon request from Customer,provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive its right of subrogation. 21.Commencement of Statutory Limitation Period.Except as to warranty claims,as may be applicable,any applicable statutes of limitation for acts or failures to act shall commence to run,and any alleged cause of action stemming therefrom shall be deemed to have accrued,in any and all events not later than the last date that Company or its subcontractors physically performed work on the project site. 6 • • p Q 51m City of Elgin—City Hall Turnkey Proposal—February 2020 22. General. Except as provided below,to the maximum extent provided by law,this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which the Work is performed,without regard to choice of law principles which might otherwise call for the application of a different state's or province's law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Work is performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the Work site is owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government.This Agreement contains all of the agreements,representations and understandings of the parties and supersedes all previous understandings,commitments or agreements,oral or written,related to the subject matter hereof. This Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid,illegal or incapable of being enforced by any rule of law,all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto.Customer may not assign,transfer,or convey this Agreement,or any part hereof,or its right,title or interest herein,without the written consent of the Company. Subject to the foregoing,this Agreement shall be binding upon and inure to the benefit of Customer's permitted successors and assigns. This Agreement may be executed in several counterparts,each of which when executed shall be deemed to be an original,but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. 23. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246,as amended, and the applicable regulations contained in 41 C.F.R.Parts 60-1 through 60-60,29 U.S.C.Section 793 and the applicable regulations contained in 41 C.F.R.Part 60-741;and 38 U.S.C.Section 4212 and the applicable regulations contained in 41 C.F.R.Part 60-250 Executive Order 13496 and Section 29 CFR 471,appendix A to subpart A,regarding the notice of employee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.)1982,c.11 and applicable Provincial Human Rights Codes and employment law in Canada. 24. U.S.Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation(FAR).In particular,Company agrees to be bound only by those Federal contracting clauses that apply to"commercial'suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219- 8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor,Company accepts only the following mandatory flow down provisions in effect as of the date of this subcontract:52.203-19;52.204-21;52.204-23;52.219-8;52.222-21;52.222-26;52.222-35; 52.222-36;52.222-50;52.225-26;52.247-64. If the Work is in connection with a U.S.Government contract,Customer certifies that it has provided and will provide current,accurate,and complete information,representations and certifications to all government officials,including but not limited to the contracting officer and officials of the Small Business Administration,on all matters related to the prime contract,including but not limited to all aspects of its ownership,eligibility,and performance. Anything herein notwithstanding,Company will have no obligations to Customer unless and until Customer provides Company with a true,correct and complete executed copy of the prime contract. Upon request,Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof,including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the work that is the subject of the Proposal or this Agreement,other than the Proposal or this Agreement. 25.Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe(in the U.S.)or a First Nation or Band Council(in Canada),Customer,whether acting in its capacity as a government,governmental entity,a duly organized corporate entity or otherwise,for itself and for its agents,successors,and assigns:(1)hereby provides this limited waiver of its sovereign immunity as to any damages,claims,lawsuit,or cause of action(herein"Action")brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement,whether such Action is based in contract,tort,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a)if Customer is in the U.S.,in any state or United States court located in the state in which Company is performing this Agreement or(b)if Customer is in Canada,in the superior court of the province or territory in which the work was performed;(3)expressly consents to such Action,and waives any objection to jurisdiction or venue;(4)waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement and(5)expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum,that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-26.251-10(1019) Supersedes 1-26.251-10(0315) 7 ATTACHMENT B • CONTRACT RFP#15-JLP-023 • • THIS.AGREEMENT,made this day of 6��d.� ,2015,by and between Board of Education of Harford County,acting herein through•its Superintendent,hereafter called"Owner° and Trane U.S. Inc.,a corporation located at 10947 Golden West Drive,#100, Hunt Valley,Maryland, hereinafter called°Contractor. WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned,to be made and performed by the OWNER,.the CONTRACTOR,hereby agrees with the OWNER to commence and complete the services described as follows: • Provide comprehensive HVAC Products,Installation,Services and Related Products and Services on a national scale in indefinite quantities on an as-needed basis in accordance and compliance with all specifications,terms and conditions set forth in RFP#15-JLP-023: Hereinafter called the Contract,this Agreement shall be for the period October 1,2015 through September 30,2018 with renewal options for two additional,two-year periods. Contractor shall perform all duties specified in RFP#15-JLP-023 as they relate to the national scope. This does not include the North Harford Middle School Project, Pricing Project#1. All specifications,Addenda and Proposal are made part of and collectively constitute the Contract. IN WITNESS WHEREOF,the parties to these presents have executed this Contract in two(2) counterparts,each of which shall be deemed an original. Signature Board of Education of Harford County in all, Boar. of Educati n of Harfor County Barba . anavan, Supennten nt o Witness \ • Board of Educatlbn tharford Co a resident • • Signature • 7ANt Company Name • • g00 e, • Authori Co or Signature Address ! • b/i 14i-0N) A/ 2-103C C actor W' s Address • Section 5—Harford County Schools Purchase Agreement MASTER PURCHASE AGREEMENT: By and Between: HARFORD COUNTY PUBLIC SCHOOLS,MARYLAND 102 S.Hickory Ave. Bel Air,MD 21014 and -1 ??t4F., v. s. THIS MASTER PURCHASE AGREEMENT made and entered into thisc"day of c' &-,..(-v- ,2015,by and between Harford County Public Schools,Maryland(hereinafter referred to as "School District","HCPS"or"District"), and el. 5. ,a corporation authorized to conduct business in the State of Maryland(hereinafter referred to as"Supplier") This agreement is made on behalf of Harford County Public Schools, Maryland and other participating governmental agencies,through the U.S. Communities Government Purchasing Alliance. WITNESSETH: WHEREAS,pursuant to the District,Supplier has submitted a proposal to provide a master agreement for a National Award covering the following: HVAC products, installation,services and related products and services in accordance with the scope, terms and conditions of Request for Proposal, RFP 15-JLP-023,addenda, amendments, appendices, and related correspondence. The Request for Proposal is incorporated in its entirety and included as part of this agreement. WHEREAS,HCPS desires to engage Supplier to perform said services;and WHEREAS,HCPS and Supplier desire to state terms and conditions under which Supplier will provide said services to Harford County Public Schools (Lead Agency)and participating public agencies who have registered with U.S. Communities. NOW,THEREFORE,in consideration of the mutual covenants,condition and promises contained herein, the parties have to agree to as follows: A. Services.Supplier will provide HVAC products, installation,services and related products and services as detailed in the referenced RFP to HCPS,which is attached hereto and incorporated herein as a part of this Master Purchase Agreement. 23 B. Purchase Order.Purchase order shall mean any authorized written,electronic, telephone or fax order sent or made by HCPS pursuant hereto, including but not limited to,written purchase orders, faxed purchase orders,and orders in such other form and/or mode of transmission as HCPS and Supplier may from time to time agree including purchases made via procurement credit card. C. Term.The initial term of this Master Purchase agreement shall be three(3) years from October 1, 2015 (or the date of HCPS Board approval)through September 30,2018. This Master Purchasing Agreement may then be renewed by mutual written agreement of the parties for two (2) additional,two(2) year periods. D. Compensation.HCPS agrees to pay, and Supplier agrees to accept as compensation for the products provided pursuant to this Master Purchasing Agreement, the following: a. The price proposal set forth in the final RFP response and all related Amendments E. Invoicing. Supplier agrees to invoice HCPS as deliveries are completed or charge • purchases to an authorized HCPS Visa credit card. Invoices shall be delivered to HCPS accounts payable. Each invoice shall include- as applicable- the following data: Item Number, Purchase Order Number,Item Description,Quantity Purchased, Unit Price,Extended price and Delivery location. All purchase orders will be invoiced separately.Each invoice submitted by Supplier shall be paid by HCPS-within thirty(30)days after approval.The Supplier has agreed to accept payment via a procurement credit card(i.e. Visa,MasterCard,etc.)which is the preferred method of payment. F. Insurance.Supplier shall maintain at its own cost and expense(and shall cause any Subcontractor to maintain)insurance policies in form and substance acceptable to HCPS as detailed in the Request for Proposal. G. Termination of Contract.This contract may be terminated for cause as per the General Requirements of the RFP, Section 1,L,page 7. H. Notification.Notices under this Master Purchase Agreement shall be addressed as follows: Jeff LaPorta,Supervisor of Purchasing Harford County Public Schools 102 S. Hickory Avenue Bel Air,MD 21014 24 The effective date of any notice under this Master Purchasing Agreement shall be the date of the recipient by the addressee.The failure of either party to give notice of default, or to strictly enforce or insist upon compliance with any of the terms or conditions of this Master Purchase Agreement,or the granting of an extension of time for performance shall not constitute the permanent waiver of any term or • condition of this Master Purchasing Agreement.This Master Purchasing Agreement and each of its provisions shall remain at all times in full force effect until modified by the parties in writing. I. Governing Law.This contract shall be interpreted under and governed by the laws of the State of Maryland. Disputes will be settled as per the stipulations contained within the Request for Proposal. J. Incorporation of Appendices.All provisions of Appendices and Amendments are hereby incorporated herein and made a part of this Master Purchase Agreement. In the event of any apparent conflict between any provisions set forth in the main body of the Master Purchasing Agreement and in any provision set forth in the Appendices and Amendments the provisions shall be interpreted,to the extent possible, as if they do not conflict. In the event that such an interpretation is not possible,the provisions set forth in the main body of this Master Purchase Agreement shall control. K. Entire Master Purchase Agreement.This Master Purchase Agreement including the entire RIP solicitation and the Appendices attached hereto contain all the terms and conditions agreed upon by both parties.No other understandings, oral or otherwise,regarding the subject matter of this Master Purchasing Agreement shall be deemed to exist or to bind any of the parties hereto.Not contained herein shall not be binding on either party, nor of any force or effect. Any Best and Final Offer and applicable Amendments are also included and become part of the Master Agreement. L. Participating Public Agencies. Supplier agrees to extend the same terms, covenants and conditions available to HCPS under this Master Purchasing Agreement to other government agencies ("Participating Public Agencies")that, in their discretion,desire to access this Master Purchasing Agreement in accordance with all terms and conditions contained herein or attached hereto. Each participating Public Agency will be exclusively responsible and deal directly • with Supplier on matters relating_to ordering,delivery,inspection, acceptance, • invoicing and payment for products and services in accordance with the terms and conditions of this Master Purchasing Agreement. Any disputes between a Participating Public Agency and Supplier will be resolved directly between them in accordance with and governed by the laws of the State in which the Participating Public agency exists. 25 IN WITNESS WHEREOF,THE PARTIES HAVE EXCUTED THIS AGREEMENT IN THE YEAR AND DAY AS NOTED: HARFORD COUNTY PUBLIC SCHOOLS,MARYLAND by a II Superintendent of Schools y to r 14, Board ofction Presi a Date b �c u /CA0--tY / � 4/� p isor of Purchasing Date SUPPLIER: by " T' Gen•ral Manager Date Jc 4cA,e 26 I e1- .- . „, .-.., 0 Senn W NAM Erin.Superintendent of Schools ����®(� COUNTY102 5.Hickory Avenue.Bel Air.Maryland 21014 l? " Orrice:410.83E-7300•www.licps.ur(1•fax:410.893-2478 PUBLIC SCHOOLS —mwiro•P,,oa+e•AwoX— RFP#154LP-023 RENEWAL#2 October 1,2020—September 30,2022 This contract renewal Is made and entered into thisle day of August,2019,by Harford - County Public Schools,102 South Hickory Avenue,Bel Air,Maryland(hereafter referred to as Owner) and Trane,a corporation located at 800 Beaty Street,in the city of Davidson,and State of North Carolina,(hereafter referred to as Contractor). WHEREAS,Owner and Contractor have entered into an Agreement dated September 29,2015 (hereafter referred to as the Contract),for the Contractor to provide comprehensive HVAC Products, Installation,Services and Related Products and Services in accordance with REP#154LP•023. WHEREAS,the original Contract term will expire on September 30,2020; THEREFORE,for and in consideration of the mutual promises to each other,as in hereinafter set forth;the parties hereto do mutually agree to renew the Contract as per the conditions set forth in the original Contract,as follows: 1. Owner chooses to offer the second and final option to renew this contract for two(2)year for the time period from October 1,2020 through September 30,2022. 2. Pricing structures and related pricing terms will remain the same as the original terms and conditions. 3. All other terms,conditions and provisions of the Contract remain in effect. 4. There is no renewals remaining for this Contract. WHEREAS,the parties hereto desire to set the terms of the renewal to writing; IN WITNESS WHEREOF,Owner and the Contractor have executed the renewal agreement the day and year written above. HARFQ COUNTY PUBLIC SCHOOLS TRANE2/77,....A76,,:b- Spature By.. . / ./,..e e L� � � By: Signature Name: Bobbie Wilkerson,CPPO,CPPB Name: ALA,- L. C:ii�1/4...E.2,; j Title:Supe�/rviso/of Purchasing Title: iliC-E rR ID6-1 r -S,d t..�S Date: p / f/a0( 9 Date: 81!5169