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HomeMy WebLinkAboutC2021-052.1 - Climatec1 Contract No. 2021-052.1 FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CLIMATEC, LLC THIS FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this “First Amendment”) is entered into as of October 19, 2021 between the Town of Fountain Hills , an Arizona municipal corporation (the “Town”) and Climatec, LLC an Arizona limited liability company (the “Contractor”). RECITALS A. After a competitive procurement process, Mohave Educational Services, Inc. (“Mohave”), a non-profit political subdivision providing procurement services pursuant to A.R.S. 11-952 and A.R.S. 41-2632, entered into Contract No. 17L-CLIM-1115 dated November 15, 2017 as amended (collectively, the “Mohave Contract”) for the Contractor to provide fire and safety inspections, products, and service solutions. B. The Town and the Contractor entered into a Cooperative Purchasing Agreement dated May 18 , 2021 based upon the Mohave Contract (the “Agreement”), for fire and safety inspections, products, and service solutions. (the “Materials and Services”). The terms of the Agreement are incorporated herein. C. The Town has determined that additional Materials and Services (the “Additional Materials and Services”) are necessary. D. The Town and the Contractor desire to enter into this First Amendment to increase the compensation authorized by the Agreement for the Additional Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Compensation. The Town shall pay the Contractor an amount not to exceed $31,683.39 at the rates set forth in Exhibit C, which sum includes a ten percent (10 %) owners allowance. The maximum amount of this Agreement shall not exceed $169,432.39 (including all renewals) for the Materials and Services, which amounts are increased from $131,749 to $169,432.39. 2 2. Effect of Amendment . In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 3. Non-Default. By executing this First Amendment, the Contractor affirmative ly asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 4. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] Elizabeth Klein (Oct 13, 2021 15:59 PDT) “Contractor” ____________________________________, By: Name: Title: Climatec, LLC an Arizona limited liability company RiAnne Hall (Oct 11, 2021 13:49 PDT) RiAnne Hall Service Manager RiAnne Hall EXHIBIT C TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CLIMATEC, LLC. [Work Orders] A CLIMATEC SOLUTION Town of Fountain Hills Town Hall Camera Add Prepared for Town of Fountain Hills 8/1/2021 Presented by Doug Acosta Business Development Manager CLIMATEC SOLUTION PROPOSAL Town of Fountain Hills Mike Ciccarone / Justin Weldy 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Project Address: 16705 E Ave of the Fountains Fountain Hills, AZ 85268 Quote Reference: 21-4753 SCOPE OF WORK: Climatec will supply and install two additional cameras at Town Hall. (1) 4mp dome will be installed at the north entrance/lobby. (1) 270 degree ceiling mounted camera will be installed on the second floor above the counter. (2) New ACC7 camera licenses included for the new cameras. (6) Additional licenses included for cameras that will be moved over to Town Hall NVR. Cable will be pulled from each camera back to the existing PoE switch where all the other cameras are terminated. EXCLUSIONS • After-hours labor. • Network Switches • 120 VAC power. • Patching and Painting. • Viewing PC’s for video by Owner. MATERIAL LIST Qty Part No. Material Description Part Cost Ext Price Town Hall Camera Add 1 4.0C-H5A- D1-IR 4.0 MP WDR; LightCatcher; Day/Night; Indoor Dome; 3.3- 9mm f/1.3 P-iris lens; Integrated IR; Next-Generation Analytics $880.31 $880.31 1 ACC7-ENT ACC 7 Enterprise camera channel $252.29 $252.29 1 15C-H4A- 3MH-270 3x 5 MP; WDR; LightCatcher; 2.8mm; Camera Only $1,597.32 $1,597.32 1 H4AMH -AD- IRIL1 Optional IR illuminator ring, up to 30m (100ft), for use with H4AMH-DO-COVR1. $292.84 $292.84 1 H4AMH -AD- CEIL1 In-ceiling adapter, must order either a H4AMH-DC-COVR1 or H4AMH-DC-COVR1-SMOKE. $133.10 $133.10 1 H4AMH-DC- COVR1 In-Ceiling Dome Cover for H4 Multisensor $62.12 $62.12 1 ACC7-ENT ACC 7 Enterprise camera channel $252.29 $252.29 6 ACC7-ENT ACC 7 Enterprise camera channel $252.29 $1,513.76 500 5566060 23-4P UNS SOL CMP C6 Grn Jkt $0.37 $185.29 PROPOSAL COST SUMMARY Security and Life Safety System Project Cost Breakout Installation Investment Material $5,169.34 Technician Labor $2,834.53 Material Freight $85.71 Material Tax $302.30 Grand Total $8,391.88 By signing below, I accept this proposal and agree to the terms and conditions contained herein. __________________________________________________________________________ Customer Name (Printed): __________________________________________________________________________ Customer Signature: __________________________________________________________________________ Date: TERMS & CONDITIONS The sale of Equipment & Services by Climatec to the Customer are subject to the following terms and conditions regardless of other terms and conditions in any purchase order, document, or other communication of Customer. This agreement may only be modified in writing signed by authorized representative of both Climatec and Customer. 1. SCOPE OF WORK. This proposal is valid for 60 days from date of proposal. Beyond that time Climatec reserves the right to revise any or all portions of it. This proposal is based upon the use of straight time labor only unless stated otherwise in this proposal. Unless specifically noted in the statement of the scope of the work or services undertaken by Climatec under this agreement, Climatec’s obligations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal or disposal of environment Hazards or dangerous substances, to include but not to be limited to asbestos, PCBs, or mold discovered in or on the premises. Proceeding with the scope of work defined in this agreement indicates acceptance of the terms & conditions of the agreement. 2. INVOICING & PAYMENTS. Climatec may invoice Purchaser for all materials delivered to the job site or to an off-site storage facility and for the work performed on-site and off-site. Purchaser agrees to pay Climatec amounts invoiced upon receipt of invoice. Waivers of lien will be furnished upon request, as the work progresses; to the extent payments are received. If Climatec’s invoice is not paid within 30 days of its issuance, it is delinquent and Climatec shall add 1% per month interest onto delinquent amounts. 3. WARRANTY. Climatec is not the manufacturer of the Equipment, Products or Software. To the extend legally and contractually permitted. Warranty period shall be 12 months from the date of delivery of the Equipment, Products or Software. For Equipment or Products installed by Climatec, if Purchaser provides written notice to Climatec of any such defects within thirty (30) days after the appearance or discovery of such defect, Climatec shall, at its option, repair or replace the defective equipment and return said equipment to Purchaser. CLIMATEC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON- INFRINGMENT. CLIMATEC FURTHER DISCLAIMS THAT THESE WARRANTIES DO NOT EXTEND TO ANY EQUIPMENT DUE TO NORMAL WEAR AND TEAR OR TO EQUIPMENT WHICH HAS BEEN REPAIRED BY OTHERS, ABUSED, NEGLECTED, ALTERED, IMPROPERLY USED, DAMAGED (WHETHER CAUSED BY ACCIDENT OR OTHERWISE), MODIFIED, USED FOR PURPOSES OTHER THAN MANUFACTURER’S INTENTION, OR WHICH HAS NOT BEEN PROPERLY AND REASONABLY MAINTAINED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. 4. INDEMNIFICATION. Customer shall indemnify, defend and hold Climatec harmless from any claims based on (i) Climatec compliance with Customer’s designs, specifications, instructions, (ii) modification of any Product by anyone other than Climatec (iii) negligent act or omission by Customer, (iv)breach of this agreement. UNDER NO CIRCUMSTANCES SHALL CLIMATEC, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY; DAMAGES CLAIMS BY ANY THIRD PARTY, WHETHER OR NOT THE CLAIMS ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE; LOSS OF, DAMAGE TO, DATA; SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT DAMAGES, OR ANY ECONOMIC CONSEQUENITAL DAMAGES; OR LOST PROFITS, BUSINESS REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. 5. LIMITATION OF LIABILITY. Climatec’s entire liability to Customer in the aggregate is limited to Customer’s direct damages up to an amount not to exceed $100,000. 6. TAXES. The price of this proposal does not include duties, sale, use, excise or other similar taxes unless required by federal, state or local law or unless stated otherwise in this proposal. Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by Climatec or, alternatively, shall provide Climatec with acceptable tax exemption certificates. 7. FORCE MAJEURE/DELAYS. Climatec shall not be liable for any delay or failure to fulfill its obligations under this agreement due to causes beyond its reasonable control resulting from or attributed to acts of circumstances beyond Climatec’s control, including but not limited to epidemics, pandemics, acts of God, man-made or natural disasters, medical crisis, criminal acts, transportation delays, Government required shut-downs, labor disputes, conditions of the premise, acts or omissions of the Purchaser, Owner or other Contractors or delays caused by an inability to obtain labor (direct or subcontracted) or materials, products, equipment or software. If any product required to complete work becomes temporarily or permanently unavailable, Climatec shall (a) be excused from furnishing said materials or equipment, or (b) be reimbursed for the difference between the cost of the materials or equipment unavailable and the cost of an agreeable substitute therefore. 8. GENERAL: 1. Climatec and Customer shall comply with all applicable federal, state, and local laws and regulations. Permits required for the execution of the work shall be obtained and paid for by the Customer unless stated otherwise in this proposal. 2. All disputes involving more than $15,000 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The prevailing party shall recover all legal costs and attorney’s fees incurred as a result. Nothing here shall limit any rights under construction lien laws. 3. Insurance coverage in excess of Climatec’s standard limits will be furnished when requested and required and at Climatec’s discretion the costs of this additional insurance may be passed on to the Purchaser. No credit will be given or premium paid by Climatec for insurance afforded by others. 4. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act (OSHA) relating in any way to the project or project site. 5. The unenforceability of or invalidity of any of these terms or conditions will not affect the remainder of the terms & conditions. 6. This Agreement shall be governed in accordance with the laws of the State of Arizona. 7. Climatec and Customer agree that electronic signatures may be used and will be legally valid, effective and enforceable. A CLIMATEC SOLUTION Town of Fountain Hills Golden Eagle Park Camera Adds Prepared for Town of Fountain Hills 7/30/2021 Presented by Doug Acosta Business Development Manager CLIMATEC SOLUTION PROPOSAL Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Project Address: Golden Eagle Park Quote Reference: 21-4818 Project Bid per: Plans: Pricing per 1GPA Pricing Contract #21-07P-06. SCOPE OF WORK: Climatec will supply and install (2) additional cameras at Golden Eagle Park. A 270 degree camera with IR will be installed on a new pole at the basketball court. A 270 degree camera with IR will be installed on a new pole attached to the existing Ramada. Town of Fountain Hills will provide and install the required poles and constant 110v electrical. The new cameras will communicate back to an existing NVR through a robust point-to-point antenna system. EXCLUSIONS • After-hours labor. • Network Switches • 120 VAC power. • Patching and Painting. • Viewing PC’s for video by Owner. MATERIAL LIST Qty Part No. Material Description Part Cost Ext Price Golden Eagle Park Point-to-Point WES4-KT 3 KBC-SPB- 4AF-48 COMPACT NEMA 4X ENCLOSURE WITH 48VDC POWER $883.82 $2,651.47 1 WES3HTG-KT WIRELESS HIGH THROUGHPUT GIGABIT $2,658.82 $2,658.82 Cameras 2 24C-H4A- 3MH-270 3x 8 MP; WDR; LightCatcher; 4mm; Camera Only $1,863.54 $3,727.09 2 H4AMH-DO- COVR1 Outdoor Dome Cover for H4 Multisensor $141.99 $283.97 2 H4AMH-AD- PEND1 Outdoor pendant mount adapter; must order one of IRPTZ- MNT-Wall1 or IRPTZ-MNT-NPTA1 and one of H4AMH-DO-COVR1 or H4AMH-DO-COVR1-SMOKE. $141.99 $283.97 2 H4AMH-AD- IRIL1 Optional IR illuminator ring; up to 30m (100ft); for use with H4AMH-DO-COVR1. $292.84 $585.68 2 IRPTZ-MNT- WALL1 Pedant wVideo mount adapter. For use with H4 IR PTZ or H4A- MH-AD-PEND1 on H4 Multisensor. $84.31 $168.62 2 IRPTZ-MNT- NPTA1 Pedant NPT adapter. For use with H4 IR PTZ or H4A-MH-AD- PEND1 on H4 Multisensor. $48.81 $97.62 2 H4-MT- POLE1 Pole mount adapter for use with H4A-MT-Wall1; H4-BO-JBOX1; H4SL; H4F; H4 PTZ; H4 IR PTZ and H4 Multisensor cameras. $79.87 $159.74 2 POE-INJ2- 95W-NA Indoor single Port PoE Injector Gigabit; 95W; NA power cord; for use with H4IR PTZ - indoor installation rated. Temperature range of the PoE injector is -10C to +45C. Compatible with power cord with $354.96 $709.91 PROPOSAL COST SUMMARY Security and Life Safety System Project Cost Breakout Installation Investment Material $11,326.88 Technician Labor $7,261.48 Project Management $929.41 Material Freight $231.07 Material Tax $662.40 Grand Total $20,411.24 By signing below, I accept this proposal and agree to the terms and conditions contained herein. __________________________________________________________________________ Customer Name (Printed): __________________________________________________________________________ Customer Signature: __________________________________________________________________________ Date: TERMS & CONDITIONS The sale of Equipment & Services by Climatec to the Customer are subject to the following terms and conditions regardless of other terms and conditions in any purchase order, document, or other communication of Customer. This agreement may only be modified in writing signed by authorized representative of both Climatec and Customer. 1. SCOPE OF WORK. This proposal is valid for 60 days from date of proposal. Beyond that time Climatec reserves the right to revise any or all portions of it. This proposal is based upon the use of straight time labor only unless stated otherwise in this proposal. Unless specifically noted in the statement of the scope of the work or services undertaken by Climatec under this agreement, Climatec’s obligations under this agreement expressly exclude any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal or disposal of environment Hazards or dangerous substances, to include but not to be limited to asbestos, PCBs, or mold discovered in or on the premises. Proceeding with the scope of work defined in this agreement indicates acceptance of the terms & conditions of the agreement. 2. INVOICING & PAYMENTS. Climatec may invoice Purchaser for all materials delivered to the job site or to an off-site storage facility and for the work performed on-site and off-site. Purchaser agrees to pay Climatec amounts invoiced upon receipt of invoice. Waivers of lien will be furnished upon request, as the work progresses; to the extent payments are received. If Climatec’s invoice is not paid within 30 days of its issuance, it is delinquent and Climatec shall add 1% per month interest onto delinquent amounts. 3. WARRANTY. Climatec is not the manufacturer of the Equipment, Products or Software. To the extend legally and contractually permitted. Warranty period shall be 12 months from the date of delivery of the Equipment, Products or Software. For Equipment or Products installed by Climatec, if Purchaser provides written notice to Climatec of any such defects within thirty (30) days after the appearance or discovery of such defect, Climatec shall, at its option, repair or replace the defective equipment and return said equipment to Purchaser. CLIMATEC MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON- INFRINGMENT. CLIMATEC FURTHER DISCLAIMS THAT THESE WARRANTIES DO NOT EXTEND TO ANY EQUIPMENT DUE TO NORMAL WEAR AND TEAR OR TO EQUIPMENT WHICH HAS BEEN REPAIRED BY OTHERS, ABUSED, NEGLECTED, ALTERED, IMPROPERLY USED, DAMAGED (WHETHER CAUSED BY ACCIDENT OR OTHERWISE), MODIFIED, USED FOR PURPOSES OTHER THAN MANUFACTURER’S INTENTION, OR WHICH HAS NOT BEEN PROPERLY AND REASONABLY MAINTAINED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. 4. INDEMNIFICATION. Customer shall indemnify, defend and hold Climatec harmless from any claims based on (i) Climatec compliance with Customer’s designs, specifications, instructions, (ii) modification of any Product by anyone other than Climatec (iii) negligent act or omission by Customer, (iv)breach of this agreement. UNDER NO CIRCUMSTANCES SHALL CLIMATEC, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY; DAMAGES CLAIMS BY ANY THIRD PARTY, WHETHER OR NOT THE CLAIMS ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE; LOSS OF, DAMAGE TO, DATA; SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT DAMAGES, OR ANY ECONOMIC CONSEQUENITAL DAMAGES; OR LOST PROFITS, BUSINESS REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. 5. LIMITATION OF LIABILITY. Climatec’s entire liability to Customer in the aggregate is limited to Customer’s direct damages up to an amount not to exceed $100,000. 6. TAXES. The price of this proposal does not include duties, sale, use, excise or other similar taxes unless required by federal, state or local law or unless stated otherwise in this proposal. Purchaser shall pay, in addition to the stated price, all taxes not legally required to be paid by Climatec or, alternatively, shall provide Climatec with acceptable tax exemption certificates. 7. FORCE MAJEURE/DELAYS. Climatec shall not be liable for any delay or failure to fulfill its obligations under this agreement due to causes beyond its reasonable control resulting from or attributed to acts of circumstances beyond Climatec’s control, including but not limited to epidemics, pandemics, acts of God, man-made or natural disasters, medical crisis, criminal acts, transportation delays, Government required shut-downs, labor disputes, conditions of the premise, acts or omissions of the Purchaser, Owner or other Contractors or delays caused by an inability to obtain labor (direct or subcontracted) or materials, products, equipment or software. If any product required to complete work becomes temporarily or permanently unavailable, Climatec shall (a) be excused from furnishing said materials or equipment, or (b) be reimbursed for the difference between the cost of the materials or equipment unavailable and the cost of an agreeable substitute therefore. 8. GENERAL: 1. Climatec and Customer shall comply with all applicable federal, state, and local laws and regulations. Permits required for the execution of the work shall be obtained and paid for by the Customer unless stated otherwise in this proposal. 2. All disputes involving more than $15,000 shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The prevailing party shall recover all legal costs and attorney’s fees incurred as a result. Nothing here shall limit any rights under construction lien laws. 3. Insurance coverage in excess of Climatec’s standard limits will be furnished when requested and required and at Climatec’s discretion the costs of this additional insurance may be passed on to the Purchaser. No credit will be given or premium paid by Climatec for insurance afforded by others. 4. The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act (OSHA) relating in any way to the project or project site. 5. The unenforceability of or invalidity of any of these terms or conditions will not affect the remainder of the terms & conditions. 6. This Agreement shall be governed in accordance with the laws of the State of Arizona. 7. Climatec and Customer agree that electronic signatures may be used and will be legally valid, effective and enforceable.