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08 Staff Report - Equipment PurchasetpW N 0 ~t SOS ~G Alps DATE: TO: FROM: SUBJECT: MEETING DATE: 4/18/05 ITEM NO.8 COUNCIL AGENDA REPORT APRIL 1, 2005 MAYOR AND TOWN COUNCIL DEBRA J. FIGONE, TOWN MANAGER EQUIPMENT PURCHASE ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO EXECUTE AN AGREEMENT WITH THE TRANE COMPANY FOR THE PURCHASE OF CIVIC CENTER CHILLER REPLACEMENT IN THE AMOUNT OF $56,677.53 FROM ACCOUNT 6695-84553 RECOMMENDATION: Adopt Resolution authoring Town Manager to execute an agreement with The Trane Company for the purchase of Civic Center Chiller Replacement in the amount of $56,677.53 from Account 6695- 84553. BACKGROUND: The adopted Capital Improvement Program designates funding for the Civic Center Chiller and Cooling Tower Replacement and is consistent with the Town's goals to improve public health and safety. DISCUSSION: On November 30, 2004, the Town entered into an agreement with Integrated Engineering Services to provide a comprehensive evaluation and to make specific recommendations for the replacement of the Civic Center Chiller and the outside air ventilation system for the downtown Neighborhood Center. On January 6, 2005, the Parks and Public Works Department received the final study/report from Integrated Engineering Services. The study addressed the Civic Center facility and possible solutions to replace the existing chiller and cooling tower components. Get/ PREPARED BY: OHN E. CURTIS Ciirector of Parks and Public Works Reviewed by: Assistant Town Manager -6k-Town Attorney Clerk Administrator Finance Community Development v Revised: 4/1/05 8:12 am Reformatted: 5/30/02 N:\B&E\COUNCIL REPORTS\chiller and cooling tower.4405.wpd PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: EQUIPMENT PURCHASE APRIL 1, 2005 The consultant's recommendation is to replace the existing chiller and cooling tower. The chiller will be purchased utilizing Federal GSA Supply Schedule at a cost savings of $6,687.69 over open market cost. However the cooling tower is not part of the Federal GSA Supply Schedule and will be purchased separately and incorporated into the installation scope of work forthcoming to Council for approval. This project will replace the Civic Center air conditioning chiller cooling tower and repair/upgrade and various air handling equipment. These components comprise the heart of the system used to provide heated, conditioned, and fresh air to the entire Civic Center complex. The existing components are between 20 and 40 years old, well beyond their useful life span and are not energy efficient. In order to address imminent system failure, replacement needs to occur before the onset of summer. Over the past two years the chiller and cooling tower have failed under the heavy demands required to cool the Civic Center complex. Replacement parts have become scarce to procure and must be special ordered from the manufacturer; therefore, repairing the aging system is not cost effective. The project will bring the HVAC system into efficient working order and will reduce ongoing maintenance and energy costs. Additionally, staff will pursue energy rebates with Pacific Gas and Electric Company throughout the project. The Civic Center Chiller and Cooling Tower Project is expected to start on July 1, 2005 and be completed by August 15, 2005. The completion date is based on lead time from contractors to order and receive the necessary equipment from the manufacturers. All major components associated with the project are site specific and are manufactured based on building and heating cooling demands. CONCLUSION: Staff recommends the approval of the agreement with The Trane Co. for the purchase of the Chiller. ENVIRONMENTAL ASSESSMENT: This is a project as defined under CEQA but is Categorically Exempt (Section 15301©). A Notice of Exemption will not be filed. FISCAL IMPACT: The 2004/05 Operating Budget provides for the purchase of the Civic Center Chiller Replacement as part of the internal services fund Account # 6695-84553 and is developed yearly as part of the Operating Budget. Attachment: Resolution authorizing approval of agreement/proposal/Federal GSA Supply Schedule (Exhibit A) RESOLUTION RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH THE TRANE COMPANY FOR THE PURCHASE OF THE CIVIC CENTER CHILLER REPLACEMENT IN THE AMOUNT OF $56,307.77 WHEREAS, The 2004/05 Operating Budget provides for the purchase the Civic Center Chiller Replacement; and WHEREAS, Town Code Section 2.50.130 provides for the purchase of equipment without competitive bidding when the purchase is made through a county or other public agency contract; and WHEREAS, staff recommends the purchase of the Chiller Replacement from The Trane Company based on a price and determined by the Federal General Services Administration; and NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that The Trane Company is declared to be the satisfactory vendor for the purchase of the Chiller Replacement; 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 Chiller Replacement on behalf of the Town in the amount of $56,677.53. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the COUNCIL MEMBERS: AYES: NAYS: ABSENT: ABSTAIN: ATTEST: of , 2005, by the following vote: SIGNED: MAYOR OF THE TOWN OF LOS GATOS/ LOS GATOS, CALIFORNIA CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND THE TRANE COMPANY FOR THE PURCHASE OF THE CIVIC CENTER CHILLER REPLACEMENT 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 The Trane Company [hereinafter Vendor], as of the day of 2005. RECITALS (A) A quotation was sought by the Town for the purchase of an Air Ventilation System Chiller Replacement Unit, and Vendor was found to be a responsible supplier of this equipment as determined using purchasing provisions outlined in the Federal GSA Supply Schedule (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 June 17, 2005. Delivery shall be made between 8:00 a.m. and 3:30 p.m. on weekdays that are not Town holidays. (c) The items and materials described hereto are acquired by the Town subj ect to the terms and conditions stated in the Federal GSA supply schedule (outlined as detailed identity of the schedule), a copy of which is attached hereto as (Exhibit A) and incorporated herein in full 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 any person because ofrace, 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: To Vendor: Town of Los Gatos The Trane Company Parks and Public Works Department 310 Soquel Way 41 Miles Avenue Sunnyvale CA 94085-4101 Los Gatos, CA 95030 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) 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: Debra J. Figone, Town Manager Vendor: The Trane Company Signature Recommend by: John E. Curtis Director of Parks and Public Works Print Name Approved as to form: Orry P. Korb, Town Attorney Attest: Town of Los Gatos, Los Gatos, California Marlyn Rasmussen, Clerk Administrator ~~ll/Es GSA FEDERAL SUPPLY SCHEDULE PROPOSAL CONTRACT NUMBER: GS-07F-0248K Prepared For. Date: March 25, 2005 Bruce Smith t@ Town of Los Gatos (408) 761-4545 cl Proposal Number. X1-39444-1 Job Name: Engineer: City of Los Gatos - Bruce Smith Innovative Delivery rerms: Payment Terms: Freight Allowed and Prepaid - F.O.B. Factory Net 30 Days Trane A Division of American Standard Inc. Trane is pleased to provide the enclosed proposal for your review and approval. This proposal is compliant with Trane's GSA Federal Supply Schedule (FSS) contract, GS-07F-0248K, (http://www.gsawebiink.com/tranglj and all its associated terms, conditions and negotiated pricing. In the event of a discrepancy between this proposal and the FSS contract, the FSS contract terms and conditions shall govern and take precedence. All applicable taxes will be added unless Trane is provided with the appropriate tax exemption certificates. This proposal will expire 30 days from the date of issue if an order is not placed. Tag Data - Water Cooled Helical Rotary Chillers (Simplex) (Qty: 1) Item Tag(s) Qty Description Model Number Al CH-1 1 RTHB Series R(TM) CenTraVac RTHB150 Product Data -Water Cooled Helical Rotary Chillers (Simplex) Item: Al Qty:1 Tag(s): CH-1 Water-Cooled Series R(TM) CenTraVac(TM) Factory Assigned 150 Nominal Tons Startup Allowance Standard Cooling UUCUL Listing Factory Insulation Field Inst Sound Attenuator (Fld) Standard Length Shells 3 Pass Evaporator L.H. Evaporator Connection 150 psi Evaporator Water Pressure Internally Enhanced Evaporator Tubes 2 Pass Condenser R.H. Condenser Connection 150 psi Condenser Water Pressure Internally Enhanced Tubes 398 Max RLA Unit Unit Mounted YDelta Starter MRLA 398 Standard Electrical Termination 200 Volt/60 Hertz/3 Phase 121 kW Motor Under/Over Voltage Protection Options Module Summit Communications - Interface to Summit BAS System CWR - Outdoor Air Sensor (Fld) 150 psi NEMA 1 Flow Switch x 2 (Fld) 1st Year Labor Warranty Whole Unit 1 st Year Refrigerant Warranty Bruce Smith - City of Los Gatos - Bruce Smith.doc Page 2 City of Los Gatos - Bruce Smith March 25, 2005 CWR - Outdoor Air Sensor (Fid) 150 psi NEMA 1 Flow Switch x 2 (Fld) 1st Year Labor Warranty Whole Unit 1st Year Refrigerant Warranty Performance Data - Water Cooled Helical Rotary Chi Tags CH-1 Capacity tons 155.00 Unit power k 109.00 Eva entering temp F 54.00 Eva leaving tem F 44.00 Eva flow rate (gpm) 371.00 Eva pressure drop ft H20 19.00 Evao fouling factor hr-s ft-deg F/Btu 0.00010 Cond entering temp (F 85.00 Cond leaving temp F 94.60 Cond flow rate (gpm) 465.00 Cond pressure drop ft H20 18.00 Cond fouling factor hr- ft-de F/Btu 0.00025 Selection RLA A 347.00 Motor LRA A 1846.00 Efficient kW/ton 0.700 NPLV kW/ton 0.510 Hers (Simplex) Excluded from the Proposal • Hazardous Material identification • Abatement and/or removal • Installation • External Isolation • External Controls Total Net Price (Excluding Sales Tax) $ 47,876 + tax Add's: Total Net Price (Excluding Sales Tax) 2-5 Yr. Compressor Warranty $ 1,318 Total Net Price (Excluding Sales Tax) 2-5 Yr. Labor Warranty $ 3,164 Sincerely, Steve Johnson - Trane 310 Soquel Way Sunnyvale, CA 94085-4101 Phone: (408)481-3624 Fax: (408)481-3666 ACCEPTANCE We hereby accept the foregoing proposal on the stated terms and conditi ons. COMPANY PURCHASE ORDER DATE FLO = Fumished by Trane / Instated by Others BY Type or Print TITLE Trane Equipment Proposal Page 2 of 6 Bruce Smith -City of Los Gatos -Bruce Smith.doc i Pagee 3 City of Los Gatos - Bruce Smith March 25.2005 See Attached Trane Terms & Conditions FLD = Fumished by Trane/Installed by Others Trane Equipment Proposal Page 3 of 6 Bruce Smith - City of Los Gatos -Bruce Smith doc Pa e 6 j - - - - - - - - - - - i - g City of Los Gatos - Bruce Smith March 26, 2005 PURCHASE ORDER TERMS AND CONDITIONS 1) Acceptance and Terms and Conditions. The purchase of goods ("Products') hereunder is conditioned upon the terms and conditions of this purchase order ("PO'). These terms and conditions shall apply and are incorporated into every subsequent purchase order from Supplier until superceded by later terms and conditions issued by Purchaser. No other terms or conditions including, without limitation, Supplier's standard printed terms and conditions, on Supplier's proposal, order acknowledgment, invoice or otherwise, will have any application to this PO or any transactions occurring pursuant hereto, unless specifically accepted in writing by Purchaser. Supplier shall comply with this PO and the terms and conditions set forth herein unless Supplier takes written exception within three business days of receipt of this PO. 2) Purchaser's Commitment Unless otherwise specifically agreed to in writing by Purchaser, Supplier shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser's order. It is Supplier's sole responsibility to comply in all respects with the PO by causing timely shipment of the proper quantity of Products and Purchaser shall have no liability with respect thereto. Supplier shall be solely responsible for managing its own inventory with respect to Products purchased and sold hereunder. 3) Pricing and Other Charges. (a) Prices for Products covered under this PO are in U.S. dollars and are not subject to increase for the duration of the PO. No charges or price increases of any kind shall be allowed unless specifically agreed to by Purchaser in writing. (b) Supplier warrants that it is selling at the lowest or most favorable prices that it offers to purchasers for Products of the same or similar quality to that herein. (c) This Subsection 3 (c) and subsection 3 (d) shall only take effect if, Purchaser is required to purchase a minimum requirements of Products pursuant to this PO. Subject to the subsection (d) below regarding internet transactions, if during the duration of this PO, Purchaser receives a bona fide offer from another supplier to supply anyone or more Products (the "Offered Products') at a price below that in effect for the Products purchased hereunder and Purchaser presents reasonable evidence to Supplier then Supplier shall meet such price for the Offered Products for the duration of this PO or iF Supplier fails to meet such price, then Purchaser, shall have the right to purchase the Offered Products from the other supplier, as well as the right, but not the obligation, to terminate this PO without liability other than to pay for Products ordered by Purchaser prior to termination that are subsequently delivered by Supplier in accordance with this PO. (d) If Purchaser anticipates purchasing Products through Internet web based auctions or other Internet web trading platforms, Purchaser shall provide Supplier a written invitation at least five (5) business days prior to the applicable Internet transaction to participate in the transaction. If Purchaser has provided Supplier with such invitation, Purchaser is free to accept any on-line offerthat it receives during the on-line transaction regardless of whether such on-line offer is made by Supplier. There is no limit to the number of times that Buyer may exercise its rights under subsection 3 (c) and this subsection 3 (d) during the duration of this PO. (e) Any applicable sales, use or Federal excise taxes shall be shown separately on the invoice. 4) Termination for Convenience. In addition to any rights under this PO, Purchaser reserves the right to cancel all or arty part of this PO for Purchaser's convenience by written notice to Supplier. Upon such termination for convenience, Purchaser shall not incur any further cost or liability - - to Supplier except for Products delivered previously pursuant to the terms of this PO. 5) Termination for Cause. Should Supplier n (a) become insolvent, (b) become unable to pay its debts as they mature, (c) make a general assignment for the benefit of creditors, (d) come under a suspension of payments, (e) have a receiver appointed for the whole or any substantial part of its assets or (f) become in any way the subject of a bankruptcy petition, have a change in ownership or management such that a competitor of Purchaser gains an ownership or controlling interest in Supplier, and/or (t) materially default in the performance of any provision of this PO, Purchaser may in its discretion terminate this PO a for "cause" by giving Supplier thirty days prior written notice thereof. In the event Supplier, within the thirty days following said notice from Purchaser, shall correct the cause giving rise to the notice to the satisfaction of Purchaser, in its sole discretion, the cause of termination shall be deemed void and this PO shall continue in effect. In the event Purchaser terminates this PO pursuant to this Section 5, Purchaser shall have all rights and remedies available under law and equity._ _ 6) Inspections. Purchaser shall have the right to reject any nonconforming Products and Supplier shall assume title and risk of loss of all nonconforming Product and shall promptly reimburse Purchaser for all costs incurred by Purchaser as a result of such rejection of nonconforming Products. Payment for Products delivered or inspection by Purchaser shall not constitute acceptance of the Products and shall not relieve Supplier of its warranty or other obligations hereunder. 7) Warranties. Supplier warrants that all Products supplied to Purchaser under this PO (i)free of any claim of any nature by any third person and that Supplier shall convey clear title to Products to Purchaser, (ii) ofinerchantable quality free from all defects in design, workmanship and materials, and shall be fit for the particular purposes for which they are purchased, (iii) in compliance with all applicable laws, rules and regulations, and (iv) manufactured and provided in strict accordance with the specifications, designs, drawings, or other requirements including performance specifications approved by Purchaser. The warranties set forth in this Section 7 shall extend for a time period equal to timeframe extended by Purchaser to its customers for units in which the Products are used ("Purchaser's Units"). If the Products are not used in Purchaser's Units, the minimum warranty period shall be twelve (12) months from Purchaser's receipt of conforming Products or such greater period of time specified on the face ofthis PO. The warranties contained in this Section are in addition to and are not be construed as restricting or limiting any warranties or remedies of Purchaser, express or implied, which are provided by this PO or law. Any attempt by Supplier to limit, disclaim or restrict any such warranties or remedies of Purchaser, in any manner whatsoever shall be null, void, and ineffective. Inspection, test, acceptance, or use ofthe Products in Purchaser's Units shall not affect the Supplier's obligation under this warranty, and shall survive such inspection, test, acceptance, and use. Upon notice from Purchaser that a good supplied hereunder failed within the warranty timeframe, in addition to any rights or remedies Purchaser may have under this PO or law, Supplier shall reimburse Purchaser for all direct or indirect costs incurred by Purchaser as result of such failure including all repair and replacement costs and Supplier shall replace such defective good at no cost to Purchaser. Warranty failures shall be returned to Supplier at Supplier's expense and at Purchaser's discretion. This provision shall survive termination or expiration ofthis PO. 8) Supplier Changes. Supplier shall not make any changes in the specifications, physical composition of, or processes used to manufacture the Products hereunder without Purchasers prior written consent. 9) Assignment Unless Purchaser has provided prior written consent, any partial or complete assignment by Supplier of right(s) or delegation of obligation(s), including subcontracting, shall be void. Notwithstanding any permitted assignment, such assignment shall not relieve Supplier of its obligations and liabilities hereunder. 10)Comoliance with Laws. Supplies represents and warrants that the Products comply with all applicable laws, rules and regulations. 11 )Confidentiality. Supplier will keep all Purchaser information confidential. This provision shall survive termination or expiration of this PO. 12)Delivery and Delays. Specific requirements regarding delivery, packaging of Products shall be detailed in this PO. Delivery is not complete until Products have been actually received and accepted by Purchaser as set forth herein. Except for delays caused by Purchaser or a Force Majeure (as defined herein), TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY UNDER THIS PO. If, for any reason, Supplier anticipates difficulty in complying with a required delivery date or meeting any other requirements in this PO, Supplier shall immediately notify Purchaser. If Supplier does not comply with Purchasers delivery requirements, in addition to such other rights and remedies it may have, Purchaser may, in its sole discretion, n require delivery by the fastest way to meet the delivery dates in the PO at the sole expense of Supplier, submit a revised PO or (ii) terminate this PO without liability to Supplier. Supplier shall be liable to Purchaser for all reasonable costs incurred by Purchaser. This provision shall survive termination or expiration of this PO. 13)Indemnifrcation. Supplier shall indemnify, defend and hold Purchaser, and its officers, directors, employees and agents (collectively the "Indemnitees") harmless from and against any and all damages, claims, losses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for attorneys fees suffered directly or indirectly by an Indemnitee by reason of, or arising out of n any breach of any representation or warranty made by Supplier pursuant to this PO, any failure by Supplier to perform or fulfill any of its covenants or FLD = Fumished by Trane l lnstafed by Others Trane Equipment Proposal Page 6 of 6 - - - - - - - - Bruce Smith - City of Los Gatos -Bruce Smlth doc Page 7 City of Los Gatos - Bruce Smith March 25.2005 agreements set forth in this PO or or (ii) any litigation, proceeding or claim by any third party relating in any way to the obligations of Supplier under this PO. Supplier shall not consummate any settlement without an Indemnitee's prior written consent. Supplier's covenants of indemnity herein will continue in full force and effect notwithstanding the termination or expiration of this PO. In any claim against an Indemnitee by an employee of Supplier or any subcontractor or anyone directly or indirectly employed by any of them or anyone whose acts they may be liable, the indemnification obligations set forth in this Section shall not be limited in any way by or for Supplier or any subcontractor under any applicable worker's compensation act, disability or other employee benefit act. This provision shall survive termination or expiration of this PO. . 14)Patents. Supplier warrants that all Products sold hereunder do not infringe arty patents or intellectual property rig his of any third party. 15)Use of Name; Advertising. Supplier shall not use Purchaser's name, logo, trademark or any other proprietary information for any purpose whatsoever, including but not limited to any advertising, without the express prior written approval of Purchaser. 16)Liens. Supplier shall pay for all labor, services, materials, equipment, parts, and other expenses incurred by it in connection with meeting Supplier's obligations under the this PO, and shall indemnify and defend and hold Purchaser harmless against all claims and liens arising out of Supplier's unpaid accounts. This provision shall survive termination or expiration of this PO. 17)Ethical Business Conduct. Purchaser is committed to a policy of fair, honest and ethical business practices and conduct, and to full compliance with all applicable laws and government regulations, and Supplier hereby agrees to and accepts the foregoing policy as a governing principle of this PO. 18)Freight Terms. Unless otherwise specified on the PO, freight terms shall be F.O.B. jobsite. 19) Certifications. From time to time, at Purchaser's request, Supplier shall provide certificates to Purchaser relating to any applicable legal requirements, in each case in form and substance satisfactory to Purchaser. 20) Foreign Purchases. Supplier agrees that Purchaser will not be a party to the importation of the Products, that the transaction(s) represented by this PO will be consummated subsequent to importation, and that Supplier will neither cause nor permit Purchaser's name to be sham as "importer of record" on any customs declaration and that Supplier will comply with all applicable laws, rules and regulations governing foreign purchases and importation. 21)Invoices. All invoices or receiving documentation must contain the following information: Control number, PO number, good or item number, description of each good or item, sizes, quantities, and unit prices and any other information as requested by Purchaser. 22)Force Maieure. Delay or non-performance of any obligation herein shall be accused if the cause of the delay is beyond the control of the party seeking to be excused from performance and could not have been avoided or overcome. The non-perforrning party will notify the other party as soon as possible and will use its best efforts to remedy the non-performance. Supplier's ability to sell the Products at a more advantageous price shall not constitute a Force Maleure. 23)Purchaser's Property. All tools, gauges, dies, fixtures, and patterns furnished by Purchaser, or which Purchaser specifically authorizes Supplier to acquire for work on this order, shall be the property of Purchaser. They shall be listed and maintained in suitable condition to do the work by and at the expense of the Supplier, and returned to Purchaser at any time upon request, F.O.B. Supplier's plant. Supplier shall maintain adequate insurance on the above and furnish a certificate of insurance to Purchaser if Purchaser so requests. 24)Set-Off. Purchaser shall have the right at all tirmes to setoff any amount owing from Supplier to Purchaser, any component of Purchaser or any of its affiliated companies against any amount payable at any time by Purchaser in connection with this PO. 26)lnsurance. Supplier shall provide and maintain insurance with the following limits: Worker's compensation insurance in accordance with the requirements of the applicable laws; (i) Employer's Liability insurance required by applicable laws; (t) A Comprehensive General Liability policy with a single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury and property damages; Qv) Automobile insurance for owned or hired vehicles covering bodily injury, including death and/or property damage with a single limit of $500,000 each occurrence and aggregate of $1,000,000; and (v) Umbrella Coverage. Supplier shall provide coverage for any legal liability, which may exceed the underlying limits of insurance coverages required herein pursuant to a Comprehensive Excess Indemnity policy (commonly referred to as an "Umbrella" policy) with aggregate limits of $5,000,000. All insurance required to be carried by Supplier shall be with a reputable and properly licensed company. Supplier shall deliver certificates evidencing such coverage to Purchaser. 26)Good Faith Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this PO promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this PO. 27) Quality Improvement. Supplier agrees to participate in Purchaser's quality initiatives, as reasonably requested by Purchaser, and to devote sufficient resources thereto. 28)Purchaser's Changes. Purchaser shall have the right to make request changes of any kind to this PO. If such requested change causes a material increase or decrease in Supplier's costs required to perform Purchaser's requested change, Supplier shall immediately notify Purchaser in writing and an agreed upon equitable adjustment shall be made and this PO modified accordingly. Supplier shall not implement such change request until such time as resolution of any adjustment occurs. 29 Waiver. The terms of this PO cannot be rescinded, modified or waived except in writing, signed by an authorized representative of the party to be charged. 30)Governing Law. This PO shall be construed and enforced according the laws of the State of excluding its "choice of IavJ' or "conflict of lavd' rules. 31)Entire Agreement. This PO sets forth the entire and only agreement between the parties regarding the subject matter and supersedes any and all prior or contemporaneous agreements, understandings, or proposals whether written or oral, between the parties. 32) Equal Employment Opportunity. Purchaser is a federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60.1 through 60-60,29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F. R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250. Pursuant to Executive Order 11246, Contractors agree to include the Equal Employment Opportunity Clauses by reference in every contract, agreement and purchase order entered into with subcontractors or suppliers as required by 41 C.F.R. 60-1.4(d). The provisions of 41 C.F.R. 60-1.4 are fully incorporated herein. 33) Payment Terms. Payment temps shall be Net 60 days from date of invoice with individual shipment billing by location. FLD = Fumished by Trane / Instaffed by Others Trane Equipment Proposal Page 7 of 6 - - - - _ - - _ ;Bruce Smith -City of Los Gatos - Bruce Smith.doc Page 411 City of Los Gatos - Bruce Smith March 25.2005 Unit Dimensions -Water Cooled Helical Rotary Chillers (Simplex) { Item: Al Qty: 1 Tag(s): CH-1 1 1 i o W W > I °z W Q > N m mm (0 CO ZJS 8 =-V 5 Q N ZN 1 a Z& Z. CL Z ~ a a to m E-1 a Ma i I 3A 3Al e8- ~ a CO CO 9. N~ s€ x0 U U W gU xi iv w p F Z 0 a ~ j ^ N IL °oL °O u°° r i v 1 CC O~ i Q r V m d E ~ ~J N O O N C O E c o + W 7 s , S 3 J ° r - N T = 1 m - P=.2 -OI-N - 0 .d. W Lu U 'O J ~ oUxi Ti am c> c~~i ~ dcw~ Um I .C r6 c 5~ v -4 MCOZ6 a«vU°1oF lw EzQV M Ca r VJ m ~.Ct9 CL LLI WV aUVa m ~ O CV M z it FLD = Furnished by Tme / Instaffed by Ofbers i Trane Equipment Proposal Page 4of 6 i Bruce Smith - City of Los Gatos - Bruce Smith.doc Page 51 City of Los Gatos - Bruce Smith I March 25.2005 Weight, Clearance & Rigging Diagram -Water Cooled Helical Rotary Chillers (Simplex) Item: Al Qty: 1 Tag(s): CH-1 I i ~ ~Z W T _ I 1 6►Y coo > 0 o w n F- b~ F x - s~ y N r ~ I1s1 E~ (9 O n C3 u~ Z Z i7 mg ,6 O Y w Y ~vZ a M N a Q z 0_ ' N 2 a J N w _ F 1 Z L1F 0 a _ Q ¢pQ N U W F- Z= a M O ~3 W >W LL Q <Oa W z W r N ~N N ~ C7 J U I J _ W n . 0 E E in~c~n ~M I ~~fA w NU' Z U LL= Q Z O W LLJ N 0 w, Z w 20 0 U = W w z 5 Q= a) Z j y U z o W i b z w w¢ W 3 X co Q W m o a W N z v m LL o i U z a W= 2 C9 > Z W a= Z m LL W O Z m O z w z y ~ L) 0: LL! O~wc¢iZx U ~ N W V aW p W O O Q ~0 cw F- ' LL 2 Z f0 W w mNm w F 2 LL W } LL ( q Q W} t Zn ~ Q Q z N= U 0 It LL W W ~ Q~ WU J O a0(W900F~ t9 W !L z~ O 5 i ;=zz Ir w z wLLtiw~ Oa l¢ D( zM z mw o m¢ z a¢ _ 3 ! i 0 F- o O V ~ z . M v V - N F O Foo Z Z FLO = Furnished by Trane / Instated by Others I Trane Equipment Proposal Page 5 of 6 i To Town: Town of Los Gatos Parks and Public Works Department To Vendor: Municipal Maintenance Equipment 2360 Harvard Street 41 Miles Avenue Sacramento, CA 95815 Los Gatos, CA 9503021 ATT: Bob Egli 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. Entire Agreement. This Agreement sets forth the entire understanding between the parties. Contractor shall supply equipment per Town's Request for Proposal Dated December 2, 2004 referenced in Exhibit A. IN WITNESS WHEREOF, the Town and the Vendor have executed this Agreement on the date above written. Town of Los Gatos, by: Debra J. Figone, Town Manager .umci al Maintenance Equipment g6ature Recommend by: J04 E Curtis Dir r of Parks and Public Works Approved as to form: Orry~PKorb, Town Attorney Frank Wheeler III, Vice President Print Name Attest: Town of Los Gatos, Los Gatos, California Marlyn Rasmussen, Clerk Administrator