2005-070 - Authorizing The Town Manager To Execute An Agreement With Joseph H. Schauf Company, Inc. For The Purchase Of The Cooling Tower In The Amount Of $33,560.00RESOLUTION 2005 - 70
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER
TO EXECUTE AN AGREEMENT WITH
JOSEPH H. SCHAUF COMPANY, INC.
FOR THE PURCHASE OF THE COOLING TOWER
IN THE AMOUNT OF $33,560.00
WHEREAS, The 2004/05 Operating Budget provides for the purchase the
Cooling Tower; and
WHEREAS, staff recommends the purchase of the Cooling Tower from Joseph
H. Schauf Company, Inc; and
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town
of Los Gatos, County of Santa Clara, State of California, that Joseph H. Schauf Company is
declared to be the satisfactory vendor for the purchase of the Cooling Tower; and
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized
and directed to execute an agreement (Attached as Exhibit A) for the purchase of the Cooling
Tower on behalf of the Town in the amount of $33,560.00.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of
Los Gatos, California, held on the 20 " day of June, 2005, by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Barbara Spector,
Mayor Mike Wasserman.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED: MAYOR OF THE TOWN OF LOS GATOS/
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND
JOSEPH H. SCHAUF COMPANY, INC.
FOR THE PURCHASE OF THE
COOLING TOWER
THIS AGREEMENT is made and entered into in the Town of Los Gatos, County of Santa
Clara, State of California, by and between the TOWN OF LOS GATOS, a municipal corporation
[hereinafter Town], and Joseph H. Schauf Company, Inc. [hereinafter Vendor], as of the day
of , 2005.
RECITALS
(A) Quotations were sought by the Town for the purchase of a Cooling Tower, and Vendor
was found to be a responsible supplier of this purchase.
(B) Vendor represents that it is a qualified and competent supplier of the equipment to be
purchased under this Agreement.
IT IS AGREED AS FOLLOWS:
1. Supplies and Terms Vendor hereby agrees to deliver to the Town of Los Gatos Civic
Center at 110 East Main Street, Los Gatos, CA 95030 the items and materials
described in (Exhibit A) hereto, which is fully incorporated herein by this reference.
The terms and conditions are as follows:
(a) Price. Town shall pay Vendor the amounts defined in (Exhibit A), F.O.B., and
which include sales tax and delivery charges. Payment shall be net 30 days
from delivery.
(b) Delivery The delivery of the items and materials shall be no later than August
19 2005. Delivery shall be made between 8:00 a.m. and 3 :30 p.m. on
weekdays that are not Town holidays.
(c) Manufacturer's warranty shall extend to Town as described in (Exhibit B)
hereto, which is incorporated herein by this reference.
2. Time of the Essence Prompt delivery of the items and materials is essential to this
Agreement.
3. Equal Employment Opportunity Vendor warrants that it is an Equal Opportunity
Employer and shall comply with applicable regulations regarding equal employment opportunity.
Vendor shall not discriminate in the employment of anyperson because of race, color, national origin,
ancestry, mental or physical disability, medical condition, marital status, sex, age, or sexual
preference, unless based upon a bona fide occupational qualification pursuant to the California Fair
Employment and Housing Act.
Exhibit A
4. Notices All notices to be given with respect to this Agreement shall be addressed as
follows:
To Town:
Town of Los Gatos
Parks and Public Works Department
41 Miles Avenue
Los Gatos, CA 95030
To Vendor:
Joseph H. Schauf Company, Inc.
P. O. Box 110069
Campbell, CA 95011 -0069
5. Waivers Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver or a waiver of a subsequent breach of the same or any other provision of the
Agreement.
6. Modifications No modification, waiver, termination, or amendment to this Agreement
is effective unless made in writing signed by the Town and the Vendor.
7. Severability If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
8. Entire Agreement This Agreement including (Exhibits A and B) hereto, sets forth the
entire understanding between the parties.
IN WITNESS WHEREOF, the Town and the Vendor have executed this Agreement on the
date above written.
Town of Los Gatos, by: Vendor: Joseph H. Schauf Company, Inc.
Debra J. Figone, Town Manager Signature
Recommend by:
John E. Curtis Print Name
Director of Parks and Public Works
Attest:
Approved as to form:
Town of Los Gatos, Los Gatos, California
Orry P. Korb, Town Attorney
Marlyn Rasmussen, Clerk Administrator
ELD #1003 3/15/2004
Terms and Conditions of Sale
Pricing: Prices set forth in Seller's quotation shall remain firm for thirty (30) days. Within such period, the quotation shall convert into an order provided that all of the following
have occurred: (1) Buyer submits either a purchase order or a copy of Seller's quotation displaying an authorized signature of Buyer within that thirty (30) -day period; (2) Buyer
provides a release for fabrication; and (3) Buyer requests a shipment date that is no later than twelve (12) weeks from the date of Buyer's submission of a purchase order or
signed quotation. In the event Buyer's requested shipment date is later than twelve (12) weeks beyond such submission date, Seller's price in effect twelve (12) weeks prior to
such shipment date shall apply. In the event that Buyer requests for its convenience that Seller delay delivery of products subject to an order beyond the scheduled shipment date,
pricing shall be subject to the same adjustment.
Payments: Terms of payment shall be net cash in thirty (30) days from date of invoice, subject to Seller's prior credit approval. If the Buyer shall fall to make any payments in
accordance with the terms and conditions of sale, the Seller, in addition to Its other rights and remedies but not in limitation thereof, may, at its option, without prior notice, cancel
this order as to any undelivered products or defer shipments or deliveries hereunder, or under any other agreement between Buyer and Seller, except upon Seller's receipt of cash
before shipment or such security as Seller considers satisfactory. Seller reserves the right to impose an interest charge (not exceeding the lawful maximum) on the balance of
each invoice not paid on its due date for the period from the due date to the date of receipt of payment by Seller. In the event Buyer's failure to make timely payments to Seller
results in Seller Incurring additional costs, Including but not limited to collection expenses and attorneys' fees, said costs shall be added to the amount due Seller from Buyer.
Buyer shall have no right to any discount or retainage and shall not withhold payment as a set -off on Seller's invoice in any amount.
Taxes: Unless listed on the front (reverse) side of this document, prices do not include any federal, state or local sales, use or value -added taxes payable in connection with this
order. All such taxes shall be paid by Buyer. Buyer shall indemnify Seller from and against such taxes, plus interest and penalties thereon, including, but not limited to, tax,
interest and penalties resulting from a failure to collect such taxes because of Seller =s reliance upon an invalid exemption certificate provided to Seller.
Allocation of Risk: Deliveries shall be considered made when the products subject to this order are loaded on the carrier. At such time, title to the goods and all risk of loss,
damage or shortage shall pass to Buyer, and any claims based thereon must be filed by Buyer with the carrier.
Force Majeure: Seller shall under no circumstances be liable for any loss or damage resulting from delay or failure in the performance of its obligations underthis contractto the
extent that such performance is delayed or prevented by: fires, floods, war, terrorist activities, riots, strikes, freight embargoes or transportation delays, shortage of labor, inability
to secure fuel, material, supplies or power at current prices, or on account of shortages thereof; acts of God or of the public enemy; any existing or future laws or acts of the
federal, state or local government (including specifically, but not exclusively, any orders, rules or regulations issued by any official or agencyof anysuch government) affecting the
conduct of Seller's business with which Seller in its judgment and discretion deems it advisable to comply as a legal or patriotic duty, or to any case beyond the Seller's reasonable
control.
Warranties: Seller warrants that the equipment products sold under this contract shall be free from defects in material and workmanship for a period of twelve (12) months from
the date of equipment startup or eighteen (18) months from the date of shipment, whichever occurs first. The following original equipment components only are warranted against
defects in materials and workmanship for a period of five (5) years from date of shipment: fans, fan shafts, bearings, sheaves, gearboxes, driveshafts, couplings, mechanical
equipment supports and fan motors. Replacement parts provided by Seller under Its original equipment warranty obligations are warranted against defects in materials and
workmanship for period of twelve (12) months from date of shipment or until expiration of their original warranty, whichever is the first to occur. Parts purchased after expiration
of the warranty on the original parts they replace (including those parts originally warranted for a five (5) year period) are warranted against defects in materials and workmanship
for a period of twelve (12) months from date of shipment. Written notice of any defect shall be given to Seller immediately upon discovery by Buyer, and shall fully describe the
claimed defect. Defective parts shall be repaired or replaced F.O.B. point of shipment, provided that inspection by Seller verifies the claimed defect(s). This shall be Buyer's
exclusive remedy. This warranty does not cover the costs of removing, shipping or reinstalling the equipment. Repairs made without the prior written approval of
Seller shall void all warranties covering material and workmanship. Any descriptions of the product(s) in the contract are for the sole purpose of identification and do not
constitute a warranty. In the interest of product Improvement, Seller reserves the right to change specifications and product design without incurring any liability therefore. The
foregoing express warranties or those set forth elsewhere on this document are the only warranties of Seller applicable to the product(s) sold under this contract. All other
warranties, whether verbal or written, and all warranties implied by law, Including any warranties of merchantability or fitness for a particular purpose, are hereby
excluded. Failure on the part of Buyer or of other parties to properly maintain the product(s) sold under this contract, or the operation of such product(s), by Buyer
and /or other parties under conditions more severe than those for which such product(s) were designed, shall void all warranties covering materials and
workmanship. Seller's warranties do not apply to defects in product(s) for which payment in full has not been received by Seller, and said warranties do not cover
normal wear and tear or the erosion, corrosion and /or deterioration of the product(s) from unusual causes. No warranties by Seller shall apply to accessories
manufactured by others, Inasmuch as they are warranted separately by their respective manufacturers, except as stated above. Buyer assumes liability for and shall bear the
costs of compliance with all laws, regulations, codes standards or ordinances applicable to the location, operation and maintenance of the product(s) sold under this contract,
including those requirements pertaining to the distances between such product(s) and air - conditioning system duct intakes. No representative or agent of Seller is authorized to
enlarge upon the express warranties of Seller.
Cancellation /Changes /Returns: Cancellation of or changes in any order by Buyer shall not be effective without Buyer's notice thereof received, agreed to, and confirmed In
writing by Seller. If Seller, in Its absolute discretion, approves Buyer's cancellation of an order, Buyer agrees to pay a reasonable cancellation charge. Seller's prior written
consent must be obtained before Buyer returns any products, and when so returned will be subject to a handling charge and transportation costs payable by Buyer.
Liability /Indemnification: Seller shall not be liable for any damages caused by delay in delivery of the products. Buyer shall hold harmless and indemnify Seller from and against
all liability, claims, losses, damages, and expenses (including attorneys' fees) for personal injury and property damage arising out of Buyer's Improper unloading, handling, or use
of the products subject to this order, and for Buyer's infringement of another's property rights. The Seller's maximum liability from any cause whatsoever, whether in breach of
contract, tort (including negligence), strict liability, or otherwise, shall not exceed the contractprice. Neither Buyer nor Seller shall in any event be liable to the other, whether such
liability arises out of breach of contract, tort (including negligence), strict liability or any other cause or form of action, for any consequential, special, indirect or incidental damages,
Including but not limited to loss of actual or anticipated profits or loss of use arising out of this contract, other than such damages resulting from the willful misconduct of Buyer or
Seller.
Government Contracts: If Buyer's purchase order is for products to be used in the performance of a U.S. Government contract, those clauses of applicable procurement
regulations mandatorily required by federal law to be included in U.S. Government subcontracts shall be incorporated herein by reference.
Export Transactions: Buyer shall complywith all applicable export laws and regulations of the U.S. Government, and shall hold harmless and indemnify Seller from and against
all liability, damages, and expenses (including attorneys' fees) incurred by Seller as a result of Buyer's violation of any U.S. Government export and /or international antiboycott
laws or regulations.
Agreement of Sale: Buyer's order is accepted on the terms and conditions stated herein and Seller's acceptance of Buyer's order is expressly made conditional upon Buyer's
assent to such terms and conditions, including any of Seller's terms and conditions which maybe additional to or different from those contained in Buyer's purchase order or
otherwise. Such assent shall be deemed to have been given unless written notice of objection to any such terms and conditions (including inconsistencies between Buyer's
purchase order and this acceptance) is given by Buyer to Seller promptly upon receipt of this acknowledgment. Any agreement or understanding, oral orwritten, which modifies or
waives the terms and conditions herein (whether contained in Buyer's purchase order or other documentation) shall be deemed material and shall be rejected unless hereafter
agreed to in writing and signed by Seller's authorized officer. Waiver by Seller of any breach or default hereunder shall not be deemed a waiver by Seller of any other or
subsequent breach or default which may thereafter occur. Neither the rights nor the obligations of either Buyer or Seller are assignable without the prior written consent of the
other party. This agreement of sale and all rights and obligations of Buyer and Seller shall be governed by and construed in accordance with the laws of the State of Maryland.
(Revision -- 03/15/2004)
Exhibit B
JOSEPH H. SCHAUF CO., INC.
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REFRIGERATION • AIR CONDITIONING • INDUSTRIAL HEAT TRANSFER
P.O. BOX 110069 • CAMPBELL, CALIFORNIA 95011 -0069 • (408) 866 -0723
FAX: (408) 866 -5899
June 10, 2005
Mr. Bruce Smith
TOWN OF LOS GATOS
Parks & Public Works Department
41 Miles Avenue
Los Gatos, California 95031
Subject: Los Gatos Civic Center
Replace BAC VXT -135CR (88200904)
Dear Bruce:
We are pleased to quote the following BALTIMORE AIRCOIL and related equipment;
Cooling To wer
One (1) BAC Series "V" Model VTO -132 -L centrifugal fan, counterf low cooling tower.
Base unit is CTI certified to cool 550 GPM of water, from 95 to 85 @ 70° wet bulb
temperature (183.3 tons). The base unit is CTI certified and Title 24 compliant.
Unit would be equipped with (1) 15 HP, single speed, TEFC, premium efficiency fan
motor, suitable for 460/3/60 electrical. Fan motor is inverter duty and suitable for use
with a VFD.
Unit to be manufactured of G -235 hot -dip galvanized steel, further protected with BAC
Baltibond Corrosion Protection System. Additional accessories included:
*Anchorage suitable for Seismic Zone IV (vibration isolation or structural steel by
others)
*Vibration cut -out switch per Code (mounted for field wiring by others)
*Extended lube lines for the fan shaft bearings
*Inlet and discharge sound attenuation
*Inverter duty fan motor
The base Model VTO 132 -L would ship in (2) sections weighing 2,000 pounds and
1,820 pounds. Sound attenuation hoods ship as separate pieces.
Representing
Baltimore Aircoil
BALTIMORE AIRCOIL COMPANY, INC.
Cooling Towers • Evaporative Condensers • Closed Circuit Coolers • Ice Chillers • Water Filtration
I N D U S T I es
Attachment 2
Mr. Bruce Smith
June 10, 2005
-2-
Cooling Tower Control Panel
One (1) Puroflux NEMA type 3R UL labeled /listed starter /control panel, to include:
*Main disconnect switch
*Transformer with fuses for 20$/3/60.3 120/1/60
*550 Series ABB Variable Frequency Drive
*By -pass contactors
*Heat dissipation
*Overload /short circuit protection
*Fan & by -pass contactors
*Enable switch
*VFD Test switch
*Lights
*Auxiliary power point for vibration switch
*Johnson 350 temperature controller
*Factory start -up
Total cost, including freight to jobsite but not sales tax ... $33,560.00.
Delivery time for this equipment is approximately 6 weeks, shipping from Madera, CA.
Please note items not included: off - loading, rigging or installation; vibration isolation or
structural steel support; water treatment; sales tax.
If we are favored with your Purchase Order, please have it addressed to:
Joseph H. Schauf Company
P.O. Box 110069
Campbell, CA 95011 -0069
Mr. Bruce Smith
June 10, 2005
-3-
Thank you for the opportunity to submit this quotation. We look forward to working with
you on this project.
Very truly yours,
Steve Schauf
Principal
JOSEPH H. SCHAUF CO., INC.
for Baltimore Aircoil Co., Inc.
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