05-222 - ,V
Resolution No. 05-222
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
THE TRANE COMPANY FOR HEMMENS CHILLER OVERHAUL
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED that Olufemi Folarin,City Manager, and Dolonna Mecum,
City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City
of Elgin with The Trane Company for the Hemmens Chiller Overhaul, a copy of which is attached
hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: July 13, 2005
Adopted: July 13, 2005
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
ti CITY OF ELGIN
AGREEMENT FOR HEMMENS CHILLER OVERHAUL
This Agreement is made and entered into this a day of` / ,2005 by and between the City of Elgin("the CITY"),a
municipal corporation organized and existing under the laws of the State of Illinois, and The Trane Company,
incorporated in the state of Delaware and having a principal place of business at 7100 Madison Street,Willowbrook,IL
60527-5505 ("the CONTRACTOR").
ARTICLE I. DEFINITION. "THIS CONTRACT" as used herein shall mean this Agreement and any attachments
thereto.
ARTICLE II. SCOPE OF WORK. See Attachment A hereto.
ARTICLE III. DURATION. The CONTRACTOR shall commence the performance of THIS CONTRACT upon
receipt of a fully executed contract.
ARTICLE IV. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a) any
material misrepresentation made by the CONTRACTOR to the CITY,b) any failure by the CONTRACTOR to perform
any of its obligations under THIS CONTRACT including,but not limited to,the following: (i) failure to commence
performance of THIS CONTRACT at the time specified in THIS CONTRACT due to a reason or circumstance within
the CONTRACTOR's reasonable control, (ii) failure to perform THIS CONTRACT with sufficient personnel and
equipment or with sufficient material to ensure the completion of THIS CONTRACT within the specified time due to a
reason or circumstance within the CONTRACTOR's reasonable control,(iii) failure to perform THIS CONTRACT in a
manner reasonably satisfactory to the CITY,(iv) failure to promptly re-perform within reasonable time the services that
were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of THIS
CONTRACT,including,but not limited to the Affirmative Action requirements,and(vi) any other acts specifically and
expressly stated in THIS CONTRACT as constituting a basis for termination for cause. The CITY may terminate THIS
CONTRACT for its convenience upon fourteen(14)days prior written notice.
ARTICLE V. DAMAGES. From any sums due to the CONTRACTOR for services,the CITY may keep for its own
the whole or any part of the amount for expenses,losses and damages as directed by the Purchasing Director,incurred by
the CITY as a consequence of procuring services as a result of any failure,omission or mistake of the CONTRACTOR in
providing services as provided in THIS CONTRACT.
ARTICLE VI. GOVERNING LAWS AND ORDINANCES. This CONTRACT is made subject to all the laws of the
State of Illinois and the ordinances of the CITY and if any such clause herein does not conform to such laws or
ordinances,or in the event any of the terms or provisions herein are deemed to be void or otherwise unenforceable for
any reason,such clause shall be void(the remainder of the contract shall not be affected)and the laws or ordinances shall
be operative in lieu thereof. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in
connection with this CONTRACT shall be in the Circuit Court of Kane County,Illinois.
ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or
applicant for employment because of race,color,religion,sex,ancestry,national origin,place of birth,age or physical
handicap which would not interfere with the efficient performance of the job in question. The CONTRACTOR will take
affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any
subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will
distribute copies of this commitment to all persons who participate in recruitment,screening,referral and selection of job
applicants and prospective subcontractors. The CONTRACTOR agrees that the provisions of Chapter 3.12 of the Elgin
Municipal Code, 1976,is hereby incorporated by reference,as if set out verbatim.
ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign, sell or transfer any interest in THIS
CONTRACT without prior written consent of the CITY.
ARTICLE IX. AMENDMENTS. There shall be no modification of the CONTRACT,except in writing and executed
with the same formalities of the original.
ARTICLE X. NOTICES.Any notice given under this CONTRACT shall be in writing and shall be deemed to have
been given when hand delivered or deposited in the U.S.mail,certified or registered,return receipt requested,addressed,
if to CONTRACTOR,at the address set forth above to the attention of the project manager or undersigned representative,
and if to the City,to the attention of the City Manager, 150 Dexter Court,Elgin,IL 60120 or to such other address and/or
authorized representatives as either party shall designate in writing to the other in the manner herein provided.
ARTICLE XL INDEMNIFICATION. To the fullest extent permitted by law, Contractor agrees to and 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 Contractor or Contractor's officers,
employees, agents or subcontractors in the performance of this CONTRACT, 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.
ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium,the name of the City of
Elgin for public advertising unless prior written permission is granted by the CITY.
ARTICLE XIII. AUTHORIZATION. This CONTRACT is in the best interests of the CITY and is authorized by law.
If,for any fiscal year during the term of the CONTRACT,sufficient funds for the discharge of the CITY'S obligations
under the contract are not appropriated and authorized,then the CONTRACT 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.
ARTICLE XIV. NO AGENCY. This CONTRACT shall not be construed so as to create a joint venture,partnership,
employment or other agency relationship between the parties hereto,except as may be specifically provided for herein.
ARTICLE XV. CONFLICT. In the event of any conflict between the terms provided in any attachments hereto and the
body of this CONTRACT,the terms and provisions of this CONTRACT shall control.
ARTICLE XVI. ENTIRE AGREEMENT. This CONTRACT embodies the whole agreement of the parties. There
shall be no promises,terms, conditions or obligations other than those contained therein; and this CONTRACT shall
supersede all previous communications,representations,or agreements,either verbal or written,between the parties.
The person signing THIS CONTRACT certifies that s/he has been authorized by the CONTRACTOR to commit the
CONTRACTOR contractual and has been authorized to execute THIS CONTRACT on its behalf.
IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written.
CONT•sip OR o CIT A E k r 4)7511—
By: MAIIMILL
N. e a'• ' le Olufemi Fola ►• ;er
FEIN NO.25-0900465
Acknowledged and proceeding but only
in accordance with Trane Proposal
dated nn�n-t
F:\LegaTlSept\forms\T�Hemmens Chiller-RH.doc
WE" Proposal
MThe Trane Company
A Division of American Standard Inc.
Prepared For: Date:May 2, 2005
Mr. Richard Hoke
Building Maintenance Supervisor Prepared By:
Ed Harding
Job Name: Account Executive
City of Elgin, Illinois The Trane Company
Hemmons Auditorium 7100 Madison St.
Willowbrook, IL 60527-5505
Phone:(630) 734-6165
Payment Terms: N30 Fax: (630) 323-7480
Delivery Terms:FA-PPD
Helical Rotary Compressor Inspection,Complete Regasketing&Capacity Control Service
Equipment Type:Water Cooled Helical Rotary Chiller
MFG Model Number Serial Number
Trane RTHBI50F... U96F05019
The TRANE Company recommends this internal inspection be performed every eight years to prevent machine
leaks, machine failures,to increase the life and reliability of the machine and to help prevent unscheduled
downtime. The Trane Company will provide this inspection,which includes the following scope of work:
Scope of Work:,
El Comprehensive Inspection:
x Replace all compressor and liquid gaskets.
x Replace all refrigerant and oil filters.
x Replace compressor labyrinth seal.
x Inspect liquid and economizer line integrity.
x Complete rebuilding of the capacity control devices(slide valve&electronic expansion valve).
it Labor, rigging and refrigerant recovery equipment required to disassemble the machine, inspect the
compressor, reassemble, pressure test, evacuate and recharge the unit with owner's refrigerant.
RI Please see the attached "Steps& Procedures."
-
T yr re. 1F
_ �}Qt /T fi`iic�..'':: •l S^T_�M'.r•.� �$ y7r`N!,',( *�
•
-7 Nasitt:•Y^ --.t � �.�:•'r §:«+Nil
•
• *Please see the following page for Pricing**
City of Elgin,Illinois •
PRICING Amount
'elical Rotary Compressor Inspection &Capacity Control Service: $23,296.00
Notes:
•
O The price for this inspection Includes replacement of the parts described on the previous page and in
the steps and procedures. Additional repairs will be quoted as necessary upon inspection (such as,
but not limited to: helical rotors and motor rotor).
O The existing HCFC-22 will be re-used. Additional refrigerant, if necessary, is not included and will be
billable in addition to this proposal.
0 Liquid and economizer line repairs,upon inspection,will be quoted in addition to this proposal.
O This price does not include premium time (PT) labor. If PT labor is required and approved, the
difference between PT and regular time will be billable in addition to this proposal.
ASHRAE Std. 15 requirements for refrigerant monitor and self-contained breathing apparatus are not
included. Please request a separate proposal if the equipment room does not meet this requirement.
0 Disposition of waste oil -the owner/operator will be responsible for removaVdisposal of waste oil, if
necessary.
O The existing insulation will be re-used where possible. New insulation, if necessary, will be quoted in
addition to this proposal.
O An Eddy Current Tube Analysis (ECTA) of both the condenser and evaporator tube bundles is
recommended to be performed prior to the completion of this service. The price for the ECTA is not
included in this proposal. Please request a separate quotation.
Thank you for this opportunity to be of service. Please let me know if I may provide anything further to
help the success of this project.
Acceptance of Proposal By
Customer: /� /.4/
/
Signed By: _!�,� f �:�•
Title: ' -
Date: 7 Al
Purchase Order:
**This proposal is subject to the attached"Standard Contract Terms and Conditions" •
•
Cone
Trans Pmnncal
City of Elgin October 13, 2004
For Services performed in the United States, "Trans" employees-or agents. The duty to indemnify will continue in full force
shall mean Trans, a division of American Standard and effect, notwithstanding the expiration or early termination hereof,
nc. For Services performed in Canada, "Trans"
with respect o expiration claims s errmination. NOTWITHSTANDING occurred ANY
--shajl mean WABCO Standard Trane Co., except CONTRARY PROVISION, TRANE SHALL NOT BE LIABLE FOR
where the context provides otherwise. INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE
(INCLUDING WITHOUT LIMITATION LOST REVENUE OR
PROFITS),Trane's Services are furnished pursuant to and NEGLIGENCE,eSTRICTLALIABILITY OR CONTRACT,NYY OTHER LEGAL
subject to the following terms and conditions, THEORY OR FACTS.
except for any Services that are the subject of a pre-
existing valid written agreement currently in effect 5. Asbestos and Hazardous Materials. Trane's services expressly
between Trane and Customer, in which case such exclude any identification, abatement, cleanup, control, disposal,
removal or other work connected with asbestos or other hazardous
written agreement shall apply. materials (collectively, "Hazardous Materials"). Should Trane become
aware of or suspect the presence of Hazardous Materials,Trane may
1. Acceptance. A proposal made upon these terms is subject immediately stop work in the affected area and shall notify Customer.
to acceptance within thirty days from date and the prices are subject to Customer will be responsible for taking any and all action necessary to
change without notice prior to acceptance by Customer.If your order is correct the condition in accordance with all applicable laws and
an acceptance of a written proposal, on a form provided by Trane, regulations. Customer shall be exclusively responsible for any claims,
without the addition of any other terms and conditions of sale or any liability,fees and penalties,and the payment thereof,arising out of or
other modification, this document shall be treated solely as an relating to any Hazardous Materials on or about the premises, not
acknowledgment of such order, subject to credit approval. If your brought onto the premises by Trane. Trane shall be required to
order is not such an acceptance, then this document is Trane's offer, resume performance of the services only when the affected area has
subject to credit approval,to provide the Services solely in accordance been rendered harmless.
with the following terms and conditions of sale. If we do not hear from
you within two weeks from the date hereof,Trane shall rely upon your 6. Insurance. Trane maintains insurance in the following minimum
silence as an acceptance of these terms and conditions and amounts during the Term: Commercial General Liability—$1,000,000
performance will be made in accordance herewith. Customer's per occurrence; Automobile Liability -- $1,000,000 CSL; Workers
acceptance of Services by Trane on this order will in any event Compensation — Statutory Limits. If Customer has requested to be
constitute an acceptance by Customer of these terms and conditions. named as an additional insured under Trane's insurance policy,Trane
will do so but only to the extent of Trane's indemnity assumed under
2. Payment and Taxes. Payment is due upon receipt of Trane's the indemnity provision contained herein. Trane does not waive any
invoice.A service charge of 1'4%on unpaid balances may be charged rights of subrogation.
by Trane. in addition to the stated Service Fee, Customer shalt pay all
taxes not legally required to be paid by Trane or, alternatively, shall 7. Performance. Services will be performed during normal working
xovide Trane with acceptable tax exemption certificates. Customer hours with any overtime or emergency labor billed separately, unless
shall pay all costs (including attorneys' fees) incurred by Trane in otherwise agreed to in writing. Duty to perform under this agreement
attempting to collect amounts due. Any after-hours services shall be and the price hereof are subject to the approval of Trane's credit
billed according to then prevailing overtime or emergency rates. department and is also contingent upon strikes, accidents, fires, the
inability to procure materials from the usual sources of supply,or upon
3. Warranties. (a) Trane manufactured material supplied is any event beyond the control of Trane. Upon disapproval of the credit
warranted be free from defect in material and manufacture for a period department or upon the occurrence of any such event as aforesaid,
of 12 months from date of start-up or replacement and Trane's Trane may delay performance or, at its option, renegotiate prices,
obligation under this warranty is limited to repairing or replacing the terms and conditions with the Customer. If Trane and Customer are
defective part at its option;(b)workmanship is warranted(to have been unable to agree on such revisions, this agreement shall be canceled
properly performed) for a period of 90 days from completion and without any liability, other than Customer's obligation to pay for
Trane's obligation under this warranty is limited to correcting any services rendered by Trane to the date of cancellation.
improperly performed services; and (c) material and/or parts not
manufactured by Trane, a division of American Standard Inc.,are not 8. General. This agreement contains all of the agreements,
warranted by Trane and shall have such warranties as are extended to representations and understandings of the parties and supersedes all
Trane by the respective manufacturer. THE WARRANTY AND previous understandings,commitments or agreements,oral or written,
LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL related to the subject matter hereof. If any part of this agreement is
OTHER WARRANTIES AND LIABILITIES, WHETHER IN deemed to be unlawful, invalid, void or otherwise unenforceable, the
CONTRACT OR IN NEGLIGENCE,EXPRESS OR IMPLIED, IN LAW rights and obligations of the parties shall be reduced only to the extent
OR IN FACT, INCLUDING IMPLIED WARRANTIES OF required to remove the invalidity or unenforceability.Customer may not
MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR assign, transfer, or convey this agreement, or any part hereof,without
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL the written consent of Trane. Subject to the foregoing,this agreement
TRANE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL shall bind and inure to the benefit of the parties hereto and their
(INCLUDING WITHOUT LIMITATION LOST REVENUE OR permitted successors and assigns. No modifications, additions or
PROFITS), OR PUNITIVE DAMAGES. NO REPRESENTATION OR changes may be made to this agreement except in a writing signed by
WARRANTY OF MERCHANTABILITY OR FITNESS OF PURPOSE Trane.
IS MADE REGARDING PREVENTION BY THE SCOPE OF
SERVICES, OR ANY COMPONENT THEREOF, OF MOLD, Applicable only in the United States:
FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER 9. Equal Employment Opportunity/Affirmative Action Clause.
CONTAMINATES. TRANE SPECIFICALLY DISCLAIMS ANY Trane is a federal contractor which complies fully with Executive Order
LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT 11246, as amended, and the applicable regulations contained in 41
THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the
SUCH MATERIALS. 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
4. Indemnity and Liability.Trane shall indemnify, defend and hold C.F.R.Part 60-250.
Customer harmless 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 personal property, to
the extent caused by the negligence or misconduct of Trane,and/or its