HomeMy WebLinkAboutItem 14 - Rooftop Units I rl I EEIVI !# ., /+---
MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER�)1
MEETING DATE: MAY 15, 2012
SUBJECT: APPROVAL OF A RESOLUTION FOR THE PURCHASE OF
LOCAL OPERATION NETWORK FOR NEW ROOFTOP
UNITS FROM A SOLE SOURCE VENDOR.
RECOMMENDATION:
City Council to consider approval of a resolution for the purchase of a Local Operation
Network (LON) from Schneider Electric for new Rooftop Units (RTU) at the CAC and
Library and consider them a sole source vendor.
FUNDING SOURCE:
Funding for this purchase is currently available in two accounts 174-74004-002-000
(CAC Repairs & Maintenance) in the amount of $7,544.00 and 174-74004-005-000
(Library Repairs & Maintenance) in the amount of $9,079.00
BACKGROUND:
This procurement will be made as a sole source in accordance with Local Government
Code Chapter 252, Subchapter B, Section 252.022 (A) (7) (A).
Facilities Services currently has an existing Inet Seven energy management system that
has been in place for 15 years. The system automates the rooftop units to improve
efficiency, provide Facilities Services with the ability to monitor the equipment and
displays alarms when trouble exists in the units.
The purchase of the LON will allow interfacing of the new units at The Grapevine Public
Library and Community Activities Center facilities with the Inet Seven system. The LON
includes the integration of the new units to a remote location over the City's IP network
providing detailed information on the operations of the units.
Staff recommends approval.
CH/BS
Schneider
E Te c t r
April 30, 2012
Mr. Chad Hester
Facilities Manager
City of Grapevine
501 Shady Brook Dr.
Grapevine, Texas 76051 WOO
Dear Mr. Hester, e' ;�A rA
Subject: Schneider Electric\TAC Control System
SE\TAC is the only vendor that can provide controls to the City of
Grapevine that interface with the existing Inet Seven system.
Should you have any questions, please contact our office.
Thanks,
al-'e'4. 5'9�w
Mark Boyd
Account Manager
Voice (972) 323-5396
Cell (214) 882-8398
Fax (972) 245-0996
DATE: April 29, 2012 ', n � '^
p
� E ' ' ri
To: Chad Hester From: Mark Boyd
Company: City of Grapevine Schneider Electric Buildings Americas, Inc.
501 Shady Brook Dr 1650 W. Crosby Rd.
Grapevine, TX 76051 Carrollton,TX 75006
Phone: 817.410.3333 Phone: 972-323-5396
E-Mail: chester@grapvinetexas.gov Fax: 972-245-0996
Project: CAC BLDG CONTROLS&NETWORK COMMUNICATION OF(4)NEW RTU ADD
Location: CAC, GRAPEVINE,TEXAS
We propose to provide new LON based communications to(4) new customer installed RTU's with LON
based command and control with alarming.The above referenced project covers this scope of work and is
based on the walk through survey a few weeks ago.
Base Bid: New controls to operate(4)new RTU's on the CAC Bldg: .00
This Proposal Includes:
1. New LON based interface to control each of(4)new RTU
2. Startup of new LON based RTU's.
3. Installation and programming of(1)Xenta 527 and(1)7798C as the overall building interface.
4. integration back at the computer front end over IP with graphics pages.
5. Drawings to be updated with a scaled floor plan of controlled equipment
6. One year warranty on materials and labor to startup
This proposal includes the following equipment:
Startup and testing of new controls equipment
o (1)Xenta 527 Web interface for Inet workstation connectivity and remote visibility
o (1)7798C to hold all the LON translated controls points.
o (4)LON based communication connections to respective RTU
o Alarm paging based on 6-10 alarms list provided by customer
o Shipping and Handling are included
Clarifications:
1. Work to be completed during normal operating hours(08:00—17:00 Monday Through Friday)
2. Seller requires this proposal be referenced and included within any order terms and conditions.
3. Work to be scheduled once new RTU's have been installed and powered.
4. Technician will be on site to perform system startup and testing through Inet system workstation
This Proposal Excludes:
1. Sales Tax included.
2. Repairs to existing EMS or system.
3. Provisions and installation of work outside the scope of this quote.
4. Any mechanical work or field work beyond RTU startup and testing
5. No Conduit running
Notes I Comments:
1. This quote is valid for 30 days and supersedes any previous quote. Please call if we need to
discuss any scope or coordination issues.
2. Payment terms are lump sum Net 30 days from date of invoice.
Page 1 or4
If you have questions or require clarification please contact me.
B,,��eAAst regards, pp
Account Manager
SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC.
Office: 972-323-5396
Cell: 214-882-8398
Fax: 972-245-0996
mark.a.bo d schneider-electric.com
Written acceptance below or providing us your purchase order is required to proceed with preparation of
submittals;subject to credit approval by our corporate office.Your signature below indicates your acceptance
of the provisions of this proposal,the Terms and Conditions of Sale(consisting of 2 pages)attached, and
authorization to proceed.
Acoepted by,Company Name
Signature
Print
Name:
Title:
Date:
Page 2 or4
TERMS AND CONDITIONS OF SALE
This quotation and any exhibits and attachments hereto (collectively, "Agreement") and any information contained herein, is the
property of Schneider Electric Buildings Americas Inc. ('Seller")and shall constitute proprietary and confidential information unless
given to a public entity and required by law to be public information. The party to whom this quotation is addressed ("Buyer")
acknowledges the confidential nature of this Agreement and agrees to take all commercially reasonable and necessary precautions
to ensure the confidential treatment of this Agreement and all information contained herein.This Agreement will not be used,copied,
reproduced, disclosed or otherwise disseminated or made available, directly or indirectly, to any third party for any purpose
whatsoever without the prior written consent of Seller.The parties agree to be bound by the following terms and conditions.
1. Quotations and Acceptance.The quotation is based solely on the bid documents,which consist of the project drawings,
specifications and/or instructions of the Buyer only modified by written agreement or Seller objection.Significant deviations
between the actual conditions and circumstances of the work and those specified in the bid documents shall be cause for an
adjustment in work scope,price and time allowed for performance.Written quotations shall be valid for no more than thirty(30)
days from the date of issue,unless specifically stated otherwise herein.Buyer may accept the quotation by signing and
returning a copy to Seller or by returning Buyer's own written instrument or order expressly acknowledging the quotation and
terms set forth herein,provided,however,Seller hereby gives notice of its objection to any different or additional terms or
conditions contained or referenced in Buyer's order,which will be of no force or effect except as may be expressly agreed to by
Seller in writing.It Is the intent of the parties that these"terms and Conditions of Sale shall govern the sale of goods delivered
and services performed.Upon acceptance,this Agreement constitutes the entire understanding between the parties respecting
the goods or services delineated herein and supersede all prior oral or written understandings or representations relating to
such goods or services.This Agreement may not be discharged,extended,amended or modified in any way except by a
written instrument signed by a duty authorized representative of each party.
2. Payment.Absent a contrary provision herein,Buyer will pay Seller monthly progress payments on a net thirty(30)days basis
from date of invoice for materials delivered(or stored at an off-site storage facility)and services performed,less any retained
reserve which will be mutually agreed upon in writing by the parties.The aggregate amount of any such retained reserves shall
be paid by Buyer to Seller within thirty(30)days after the date of substantial completion.If Seller provides a Certificate of
Substantial Completion,such certificate shall conclusively establish such date.All invoices due and payable to Seller,less any
applicable retained reserve,shall accrue Interest at a compounded per annum rate not to exceed 1%%per month(18%per
annum)or the maximum rate permitted by law.Acceptance and endorsement by Seller of an instrument for less than the full
amount which Seller claims to be due shall not be deemed to be an admission of payment in full and any conditions to the
contrary which are noted on such an instrument shall not be binding on Seller.If Buyer does not pay Seller,through no fault of
Seller,within seven(7)days from the time payment was due,Seller may,without prejudice to any other remedy it may have,
upon seven(7)additional days'written notice to Buyer,stop Its work until payment of the amount owing has been received and
the contract sum shall be equitably adjusted for reasonable costs of shutdown,delay and startup or in the alternative Seller
may terminate this contract for material breach and all monies due Seller for services performed and materials delivered shall
be paid upon demand.Seller shall be entitled to recover from Buyer all costs for collection,including reasonable attorneys'and
professionals'fees.To the extent payments are received and as required by law,and upon Buyer's request,Seller will furnish
mechanics lien waivers as the work progresses.
Seller reserves a security interest in any goods sold to the extent of the invoiced amount to secure payment of Buyer's
obligation.In event of payment default,Seller may repossess such goods and a copy of the invoice may be filed with
appropriate authorities as a financing statement to event or perfect Seller's security interest in the goods.At Seller's request,
Buyer will execute any necessary instrument to perfect Seller's security interest.
3. Price and Taxes.The price for the goods and services hereunder are those shown on the face of this Agreement.The price of
this Agreement does not include sales,use,excise,duties or other similar taxes,unless otherwise expressly provided herein.
Any taxes(other than taxes due on Seller's net income)that are payable hereunder shall be the responsibility of Buyer.If
applicable,Buyer shall provide Seller a copy of any appropriate tax exemption certificate for the state(s)into which the goods
are to be shipped.
4. Changes and Claims.All materials and labor furnished hereunder shall be in accordance with shop drawings submitted by
Seller and approved by Buyer.Any changes in the work as set forth in approved shop drawings,or from the scope of work as
described herein,will require a written change order submitted to Seller by Buyer.An equitable adjustment will be made in the
contract price or delivery dates or both,and this Agreement will be modified accordingly in writing.The cost or credit to Buyer
for performance of such change order shall be determined by mutual written agreement prior to the commencement of any
work under such change order.Buyer shall notify Seller promptly in writing of any circumstances arising from the performance
of the work herein described,which reasonably may be anticipated to result in a claim or back charge to Seller.Upon Seller's
receipt of such notification,Seller shall have five(5)working days in which to remedy such circumstances and to avoid the
imposition of such claim or back charge.Seller will not be liable for any claim or back charge where Seller has not been notified
in the manner as set forth above.
5. Access and Overtime.This Agreement is based upon the use of straight time labor only during regular working hours(8:00
a.m.to 5:00 p.m.,Monday through Friday,excluding Seller's holidays).If Buyer requests Seller to perform any work outside of
regular working hours,overtime and other additional expense occasioned thereby will be charged to and paid by Buyer.If
Seller's work Is to be performed on the project site,Buyer will afford unrestricted access to Seller and its employees and agents
to all work areas.
6. Damage or Loss to Equipment. In the case of equipment not to be installed by or under supervision of Seller,Seiler shall not
be liable for damage to or loss of equipment after delivery of such equipment to the point of shipment.In the case of equipment
to be installed by or under supervision of Seller,Seller shall not be liable for damage or loss after delivery by the carrier to the
site of installation;if thereafter,pending installation or completion of installation or full performance by Seller,any such
equipment is damaged or destroyed by any cause whatsoever,other than by the fault of Seller,Buyer agrees to promptly pay
or reimburse Seller an amount equal to the damage or loss which Seller incurs as a result thereof,in addition to or apart from,
any and all other sums due or to become due hereunder.
7. Delays.Buyer shall prepare all work areas so as to be acceptable for Seller's work required hereunder.Buyer acknowledges
that the contract sum Is based upon Seller being able to perform the work in an orderly and sequential manner,as Seller so
determines.If Seller's performance is delayed,interfered with,suspended,or otherwise interrupted,in whole or In part,by
Buyer,other contractors on the project site,or by any other third party or by any act within the power and/or duty of Buyer to
control,then Buyer agrees that it will be liable to Seller for all increased costs and damages which Seller Incurs as a result
thereof.Furthermore,if Seller is delayed at any time in the progress of the work by any act or neglect of Buyer,or by any
Page 3 of 4
separate contractor employed by Buyer,or by changes ordered in the work or by labor disputes,fire,delay in transportation,
adverse weather conditions,casualties,or any other causes beyond Settees control,then the time for completion of the work
shall be extended for a period equal to the time lost by reason of such delay.
8. Warranty. Seller warrants to Buyer that all tangible articles manufactured by Seller will be free of defects in workmanship and
material and that the work performed will be of good quality and will conform to the requirements of the bid documents.If the
article is installed by Seller,Seller's sole obligation under this warranty shall be to provide,without charge,parts and labor
necessary to remedy defects which appear within twelve(12)months from the date of beneficial use or occupancy,as
applicable.if Seller provides a Certificate of Substantial Completion,such certificate shall conclusively establish such date.If
article is not installed by Seller,the warranty period shall be within twelve(12)months of shipment of said article.Warranty
claim must be made to Seller in writing within such twelve(12)month period.All transportation charges incurred in connection
With the warranty for equipment not installed by Seller shall be borne by Buyer.Seller warrants that for equipment fumished
and or installed,but not manufactured by Seller,Seller will extend the same warranty terms and conditions which Seller
receives from the manufacturer of said equipment.
This warranty Is the sole and exclusive warranty given with respect to any articles delivered or services performed by Seller.
THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR
IMPLIED(EXCEPT WARRANTIES OF TITLE),INCLUDING,BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.This warranty is subject to proper installation of the articles(if installation is
not performed by Seller or authorized subcontractors of the Seller)and maintenance and storage of the articles in accordance
with the specifications and directions supplied by Seller,This warranty does not apply to any defect,malfunction or failure
caused by repairs made by other than or without the consent of Seller or the article has been subject to abuse,misuse,
neglect,tampering,accident or damage by circumstances beyond Seller's control,including without limitation,acts of God,war,
acts of government,corrosion,power fluctuations,freeze-ups,labor disputes,differences with workmen,riots,explosions,
vandalism,or malicious mischief,nor to defective assodated equipment or use of the articles with equipment for which they
were not sold.All of Seller's obligations under this warranty will immediately terminate and be of no further force or effect if all
or any part of the purchase price(including any installment payment)with respect to any article covered by this warranty is not
paid to Seller when due.If cause of defect is found not to be Seller's responsibility,standard rates for repair or replacement
and labor shall apply.
9. Limitation of Liability.In no event will Seller's total aggregate liability in warranty or contract exceed the contract price paid for
the specific product or service that gives rise to the claim excluding third party claims for personal injury,death or property
damage or as may be required by law.IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS,LOSS OF USE,
LOSS OF GOODWILL,BUSINESS INTERRUPTION OR ANY OTHER SPECIAL,INDIRECT,INCIDENTAL,PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10. Laws and Permits.Seller shall comply with all applicable federal,state,and local laws and regulation and shall obtain all
temporary licenses and permits required for the prosecution of the work.Licenses and permits of a permanent nature shall be
procured and paid for by the Buyer.This contract shall be interpreted and governed under and in accordance with the laws of
the jurisdiction in which the goods are delivered or services are performed without regard to its choice of law provisions.
11. Disputes. Any controversy or claim arising out of or relating to this Contract,or the breach thereof,shall be settled by good
faith consultation and negotiation.If those attempts fail,either party shall provide written notice within thirty(30)days to the
other to mutually agree on an arbitration process.If a process is not agreed upon within thirty(30)days,final and binding
arbitration in accordance with the then current Construction Industry Arbitration Rules of the American Arbitration Association
shall commence and judgment upon the award rendered may be entered in any court having jurisdiction thereof.The
arbitration shall be held In the federal,state or municipal courts serving the county in which the project is located unless the
parties mutually agree otherwise.The prevailing party shall recover all reasonable legal costs and attorney's fees incurred as a
result,which shall be promptly paid by the non-prevailing party.Any dispute or demand for arbitration must be commenced
within one(1)year after the cause of action has accrued.Nothing herein shall limit any rights Seller may have under
construction mechanic or material men lien laws.Seller shall have the right to suspend affected services pending resolution of
disputes.
12. Insurance. The parties shall each maintain insurance coverage including without limitation,Workers'Compensation and
Employer's Liability at statutory limits,Automobile Liability covering all owned,hired and other non-owned vehicles,and
Commercial General Liability covering public liability and property damage with limits generally required for its respective
industry with not less than$1,000,000 minimum coverage per occurrence.Such insurance shall be with reputable and
financially responsible carriers authorized to transact business in the state in which the project and services are being
performed.No credit will be given or premium paid by Seller for insurance afforded by others.
13. Clean Up.Seller agrees to keep the job site clean of debris arising out of its operations.Buyer shall not back charge Seller for
any costs or expenses for dean up or otherwise without prior written notice and Seller's written consent.
14. Severability.The invalidity or unenforceability of any provision herein shall in no way affect the validity or enforceability of any
other provision.
Page 4 of 4
DATE: April 29, 2012
'S � � ��� 1` i$
A7
To: Chad Hester From: Mark Boyd
Company: City of Grapevine Schneider Electric Buildings Americas, Inc.
501 Shady Brook Dr 1650 W. Crosby Rd.
Grapevine, TX 76051 Carrollton, TX 75006
Phone: 817.410.3333 Phone: 972-323-5396
E-Mail: chester @grapvinetexas.gov Fax: 972-245-0996
Project: LIBRARY BLDG CONTROLS&NETWORK COMMUNICATION OF(5) NEW RTU ADD
Location: LIBRARY,GRAPEVINE,TEXAS
We propose to provide new LON based communications to(5)new customer installed BTU's with LON
based command and control with alarming.The above referenced project covers this scope of work and is
based on the walk through survey a few weeks ago.
Base Bid: New controls to operate(5)new RTU's on the Library Bldg: $9,079.00
This Proposal Includes:
1. New LON based interface to control each of(5)new RTU
2. Startup of new LON based RTU's.
3. Installation and programming of(1)Xenta 527 and(1)7798C as the overall building interface.
4. Integration back at the computer front end over IP with graphics pages.
5. Drawings to be updated with a scaled floor plan of controlled equipment
6. One year warranty on materials and labor to startup
This proposal Includes the following equipment:
Startup and testing of new controls equipment
o (1)Xenta 527 Web interface for Inet workstation connectivity and remote visibility
o (1)7798C to hold all the LON translated controls points.
o (5)LON based communication connections to respective RTU
o Alarm paging based on 6-10 alarms list provided by customer
o Shipping and Handling are included
Clarifications:
1. Work to be completed during normal operating hours(08:00—17:00 Monday Through Friday)
2. Seller requires this proposal be referenced and included within any order terms and conditions.
3. Work to be scheduled once new RTU's have been installed and powered.
4. Technician will be on site to perform system startup and testing through Inet system workstation
This Proposal Excludes:
1. Sales Tax included.
2. Repairs to existing EMS or system.
3. Provisions and installation of work outside the scope of this quote.
4. Any mechanical work or field worts beyond RTU startup and testing
5. No Conduit running
Notes 1 Comments:
1. This quote is valid for 30 days and supersedes any previous quote. Please call if we need to
discuss any scope or coordination issues.
2. Payment terms are lump sum Net 30 days from date of invoice.
Page 1 of 4
If you have questions or require clarification please contact me.
Best regards, p
1#aw 14 Account Manager
SCHNEIDER ELECTRIC BUILDINGS AMERICAS, INC.
Office:972-323-6396
Cell: 214-882-8398
Fax: 972-245-4996
mark.a.boyd@schneider-electric.com
Written acceptance below or providing us your purchase order is required to proceed with preparation of
submittals;subject to credit approval by our corporate office.Your signature below indicates your acceptance
of the provisions of this proposal,the Terms and Conditions of Sale(consisting of 2 pages) attached, and
authorization to proceed.
Accepted by,Company Name
Signature
Print
Name:
Title:
Date:
Page 2 of 4
TERMS AND CONDITIONS OF SALE
This quotation and any exhibits and attachments hereto (collectively, "Agreement") and any information contained herein, is the
properly of Schneider Electric Buildings Americas Inc.("Seller)and shall constitute proprietary and confidential information unless
given to a public entity and required by law to be public information. The party to whom this quotation is addressed ("Buyer')
acknowledges the confidential nature of this Agreement and agrees to take all commercially reasonable and necessary precautions
to ensure the confidential treatment of this Agreement and all information contained herein.This Agreement will not be used,copied,
reproduced, disclosed or otherwise disseminated or made available, directly or indirectly, to any third party for any purpose
whatsoever without the prior written consent of Seller.The parties agree to be bound by the following terms and conditions.
1. Quotations and Acceptance.The quotation is based solely on the bid documents,which consist of the project drawings,
specifications and/or instructions of the Buyer only modified by written agreement or Seiler objection.Significant deviations
between the actual conditions and circumstances of the work and those specified in the bid documents shall be cause for an
adjustment in work scope,price and time allowed for performance.Written quotations shall be valid for no more than thirty(30)
days from the date of issue,unless specifically stated otherwise herein.Buyer may accept the quotation by signing and
returning a copy to Seller or by returning Buyer's own written instrument or order expressly acknowledging the quotation and
terms set forth herein,provided,however,Seller hereby gives notice of its objection to any different or additional terms or
conditions contained or referenced in Buyer's order,which will be of no force or effect except as may be expressly agreed to by
Seller in writing.It is the intent of the parties that these Terms and Conditions of Sale shall govem the sale of goods delivered
and services perforated.Upon acceptance,this Agreement constitutes the entire understanding between the parties respecting
the goods or services delineated herein and supersede all prior oral or written understandings or representations relating to
such goods or services.This Agreement may not be discharged,extended,amended or modified in any way except by a
written instrument signed by a duty authorized representative of each party.
2. Payment.Absent a contrary provision herein,Buyer will pay Seller monthly progress payments on a net thirty(30)days basis
from date of invoice for materials delivered(or stored at an off-site storage facility)and services performed,less any retained
reserve which will be mutually agreed upon in writing by the parties.The aggregate amount of any such retained reserves shall
be paid by Buyer to Seller within thirty(30)days after the date of substantial completion.If Seller provides a Certificate of
Substantial Completion,such certificate shall conclusively establish such date.All invoices due and payable to Seller,less any
applicable retained reserve,shall accrue interest at a compounded per annum rate not to exceed 1'/a%per month(18;6 per
annum)or the maximum rate permitted by law.Acceptance and endorsement by Seller of an instrument for less than the full
amount which Seller claims to be due shall not be deemed to be an admission of payment in full and any conditions to the
contrary which are noted on such an instrument shall not be binding on Seller.If Buyer does not pay Seller,through no fault of
Seller,within seven(7)days from the time payment was due,Seller may,without prejudice to any other remedy it may have,
upon seven(7)additional days'written notice to Buyer,stop its work until payment of the amount owing has been received and
the contract sum shall be equitably adjusted for reasonable costs of shutdown,delay and startup or in the alternative Seller
may terminate this contract for material breach and all monies due Seller for services performed and materials delivered shall
be paid upon demand.Seller shall be entitled to recover from Buyer all costs for collection,including reasonable attorneys'and
professionals'fees.To the extent payments are received and as required by law,and upon Buyer's request,Seller will furnish
mechanics lien waivers as the work progresses.
Seller reserves a security interest in any goods sold to the extent of the invoiced amount to secure payment of Buyer's
obligation.In event of payment default,Seller may repossess such goods and a copy of the invoice may be filed with
appropriate authorities as a financing statement to event or perfect Seller's security Interest in the goods.At Seller's request,
Buyer will execute any necessary instrument to perfect Seller's security interest.
3. Price and Taxes.The price for the goods and services hereunder are those shown on the face of this Agreement.The price of
this Agreement does not include sales,use,excise,duties or other similar taxes,unless otherwise expressly provided herein.
Any taxes(other than taxes due on Seller's net income)that are payable hereunder shall be the responsibility of Buyer.If
applicable,Buyer shall provide Seller a copy of any appropriate tax exemption certificate for the state(s)into which the goods
are to be shipped.
4. Changes and Claims.All materials and labor furnished hereunder shall be in accordance with shop drawings submitted by
Seller and approved by Buyer.Any changes in the work as set forth in approved shop drawings,or from the scope of work as
described herein,will require a written change order submitted to Seller by Buyer.An equitable adjustment will be made in the
contract price or delivery dates or both,and this Agreement will be modified accordingly in writing.The cost or credit to Buyer
for performance of such change order shall be determined by mutual written agreement prior to the commencement of any
work under such change order.Buyer shall notify Seller promptly in writing of any circumstances arising from the performance
of the work herein described,which reasonably may be anticipated to result in a claim or back charge to Seller.Upon Seller's
receipt of such notification,Seller shall have five(5)working days in which to remedy such circumstances and to avoid the
imposition of such claim or back charge.Seller will not be liable for any claim or back charge where Seller has not been notified
in the manner as set forth above.
5. Access and Overtime.This Agreement is based upon the use of straight time labor only during regular working hours(8:00
a.m.to 5:00 p.m.,Monday through Friday,excluding Seller's holidays).If Buyer requests Seller to perform any work outside of
regular working hours,overtime and other additional expense occasioned thereby will be charged to and paid by Buyer.If
Seller's work is to be performed on the project site,Buyer will afford unrestricted access to Seller and its employees and agents
to all work areas.
6. Damage or Loss to Equipment. In the case of equipment not to be installed by or under supervision of Seller,Seller shall not
be liable for damage to or loss of equipment after delivery of such equipment to the point of shipment.In the case of equipment
to be installed by or under supervision of Seller,Seller shall not be liable for damage or loss after delivery by the carrier to the
site of installation;if thereafter,pending installation or completion of installation or full performance by Seller,any such
equipment is damaged or destroyed by any cause whatsoever,other than by the fault of Seller,Buyer agrees to promptly pay
or reimburse Seller an amount equal to the damage or loss which Seller incurs as a result thereof,in addition to or apart from,
any and all other sums due or to become due hereunder.
7. Delays.Buyer shall prepare all work areas so as to be acceptable for Seller's work required hereunder.Buyer acknowledges
that the contract sum is based upon Seller being able to perform the work in an orderly and sequential manner,as Seller so
determines.If Seller's performance is delayed,interfered with,suspended,or otherwise interrupted,in whole or in part,by
Buyer,other contractors on the project site,or by any other third party or by any act within the power and/or duty of Buyer to
control,then Buyer agrees that it will be liable to Seller for all Increased costs and damages which Seller incurs as a result
thereof.Furthermore,if Seller is delayed at any time in the progress of the work by any act or neglect of Buyer,or by any
Page 3 of 4
w
separate contractor employed by Buyer,or by changes ordered in the work or by labor disputes,fire,delay in transportation,
adverse weather conditions,casualties,or any other causes beyond Seller's control,then the time for completion of the work
shall be extended for a period equal to the time lost by reason of such delay.
8. Warranty. Seller warrants to Buyer that all tangible articles manufactured by Seller will be free of defects in workmanship and
material and that the work performed will be of good quality and will conform to the requirements of the bid documents.If the
article is Installed by Seller,Seller's sole obligation under this warranty shall be to provide,without charge,parts and labor
necessary to remedy defects which appear within twelve(12)months from the date of beneficial use or occupancy,as
applicable.If Seller provides a Certificate of Substantial Completion,such certificate shall conclusively establish such date.If
article is not installed by Seller,the warranty period shall be within twelve(12)months of shipment of said article.Warranty
claim must be made to Seller in writing within such twelve(12)month period.All transportation charges incurred in connection
with the warranty for equipment not installed by Seller shall be bome by Buyer.Seller warrants that for equipment furnished
and or installed,but not manufactured by Seller,Seller will extend the same warranty terms and conditions which Seller
receives from the manufacturer of said equipment.
This warranty is the sole and exclusive warranty given with respect to any articles delivered or services performed by Seller.
THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR
IMPLIED(E(CEPT WARRANTIES OF TITLE),INCLUDING,BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.This warranty is subject to proper installation of the articles(if installation is
not performed by Seller or authorized subcontractors of the Seller)and maintenance and storage of the articles in accordance
with the specifications and directions supplied by Seller.This warranty does not apply to any defect,malfunction or failure
caused by repairs made by other than or without the consent of Seiler or the article has been subject to abuse,misuse,
neglect,tampering,accident or damage by circumstances beyond Seller's control,including without limitation,acts of God,war,
acts of government,corrosion,power fluctuations,freeze-ups,labor disputes,differences with workmen,riots,explosions,
vandalism,or malicious mischief,nor to defective associated equipment or use of the articles with equipment for which they
were not sold.All of Seller's obligations under this warranty will immediately terminate and be of no further force or effect if all
or any part of the purchase price(including any installment payment)with respect to any article covered by this warranty is not
paid to Seller when due.If cause of defect is found not to be Seller's responsibility,standard rates for repair or replacement
and labor shall apply.
9. Limitation of Liability.In no event will Seller's total aggregate liability in warranty or contract exceed the contract price paid for
the specific product or service that gives rise to the claim excluding third party claims for personal injury,death or property
damage or as may be required by law.IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS,LOSS OF USE,
LOSS OF GOODWILL,BUSINESS INTERRUPTION OR ANY OTHER SPECIAL,INDIRECT,INCIDENTAL,PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10. Laws and Permits.Seller shall comply with all applicable federal,state,and local laws and regulation and shall obtain all
temporary licenses and permits required for the prosecution of the work.Licenses and permits of a permanent nature shall be
procured and paid for by the Buyer.This contract shall be interpreted and governed under and in accordance with the laws of
the jurisdiction in which the goods are delivered or services are performed without regard to its choice of law provisions.
11. Disputes. Any controversy or claim arising out of or relating to this Contract,or the breach thereof,shall be settled by good
faith consultation and negotiation.If those attempts fail,either party shall provide written notice within thirty(30)days to the
other to mutually agree on an arbitration process.If a process is not agreed upon within thirty(30)days,final and binding
arbitration in accordance with the then current Construction Industry Arbitration Rules of the American Arbitration Association
shall commence and judgment upon the award rendered may be entered in any court having jurisdiction thereof.The
arbitration shall be held in the federal,state or municipal courts serving the county in which the project is located unless the
parties mutually agree otherwise.The prevailing party shall recover all reasonable legal costs and attorneys fees incurred as a
result,which shall be promptly paid by the non-prevailing party.Any dispute or demand for arbitration must be commenced
within one(1)year after the cause of action has accrued.Nothing herein shall limit any rights Seller may have under
construction mechanic or material men lien laws.Seller shall have the right to suspend affected services pending resolution of
disputes.
12. Insurance. The parties shall each maintain insurance coverage including without limitation,Workers'Compensation and
Employer's Liability at statutory limits,Automobile Liability covering all owned,hired and other non-owned vehicles,and
Commercial General Liability covering public liability and property damage with limits generally required for its respective
industry with not less than$1,000,000 minimum coverage per occurrence.Such insurance shall be with reputable and
financially responsible carriers authorized to transact business in the state in which the project and services are being
performed.No credit will be given or premium paid by Seller for insurance afforded by others.
13. Clean Up.Seller agrees to keep the job site clean of debris arising out of its operations.Buyer shall not back charge Seller for
any costs or expenses for clean up or otherwise without prior written notice and Seller's written consent.
14. Severability.The invalidity or unenforceability of any provision herein shall in no way affect the validity or enforceability of any
other provision.
Page 4 of 4
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS,AUTHORIZING THE CITY MANAGER
OR THE CITY MANAGER'S DESIGNEE TO DECLARE
SCHNEIDER ELECTRIC A SOLE SOURCE PROVIDER FOR
LOCAL OPERATING SYSTEMS FOR NEW ROOFTOP
UNITS TO BE INSTALLED AT THE LIBRARY AND
COMMUNITY ACTIVITIES CENTER AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City of Grapevine, Texas is a local government in the State of
Texas and as such is empowered by the Texas Local Government Code Chapter 252,
Subchapter B, Section 252.022 (a) (7) (A) to consider items available from only one
source as an exception to the bidding requirements of the State of Texas; and
WHEREAS, Schneider Electric is the sole distributor of the Local Operating
Systems that integrate with the existing Inet Seven System; and
WHEREAS, the City of Grapevine Library and Community Activities Center have
new rooftop units and they need to be integrated with the existing ]net Seven System.
NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
Section 1. That all matters stated in the above preamble are true and correct and
are incorporated herein as if copied in their entirety.
Section 2. That the City Manager, or his designee, is authorized to take all steps
necessary to purchase Local Operating Systems for new Rooftop Units from Schneider
Electric in the total amount of$16,623.00.
Section 3. That this resolution shall take effect from and after the date of its
passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 15th day of May, 2012.
APPROVED:
ATTEST;°
APPROVED AS TO FORM:
RES. NO. 2