HomeMy WebLinkAboutC04-163 Trane C ~-~ ~ - i~~3 - ~-7 AGREEMENT Installation of Direct Digital Controls for HVAC Equipment Eagle County, Eagle CO THIS AGREEMENT is dated as of th~-~Iday of _~~1 , in the year 2004 by and between Board of County Commissioners Eagle County, Colorado (hereinafter called OWNER) and Trane (hereinafter called CONTRACTOR) OWNER and CONTRACTOR, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1 -WORK CONTRACTOR shall complete all work specified in the Contract Documents. The Work is generally described as providing all labor and services to provide installation of upgraded direct digital control systems at all county locations containing such systems to allow for use of uniform Trane Summit software, to allow for networking of all controls and as further described and identified in Specifications, Drawings and Product Data contained in the attached Exhibit "A" incorporated herein by this reference. ARTICLE 2 -OWNER'S REPRESENTATIVE The Project is under the authority of the Eagle County Facilities Management Department, the Director of which, or his designee, shall be Owner's liaison with Contractor with respect to the performance of the Work. ARTICLE 3 -CONTRACT TIME 3.1 The work will be substantially completed 120 days from Notice to Proceed, and complete and ready for final payment in accordance with paragraph 19 of the General Conditions 45 days from substantial completion. Substantial completion shall be defined as all work set forth in Exhibit "A" except for the making of set adjustments or other changes that may occur following substantial completion. G \MA~NTIHVAC\Contract w Trane UDC system upgrade DOC Page 1 3.2 LIQUIDATED DAMAGES: Owner and Contractor recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not substantially complete within the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not substantially complete on time. Accordingly, instead of requiring such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner Three Hundred dollars ($300.00) for each day that expires after the time specified in paragraph 3.1 for completion until the Work is complete. ARTICLE 4 -CONTRACT PRICE 4.1 The funds appropriated for this project are equal to or in excess of the contract amount. Owner shall pay Contractor for performance of the Work in accordance with the Contract Documents in current funds as follows: a total fixed amount of $90,409.44. 4.2 Pursuant to the provisions §24-91-103.6, C.R.S., and notwithstanding anything to the contrary contained elsewhere in the Contract pocuments, no change order or other form of order or directive by Owner, and no amendment to this Agreement, requiring additional compensable work to be performed which work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement, shall be of any force or effect unless accompanied by a written assurance by Owner that lawful appropriations to cover the costs of the additional work have been made or unless such work is covered under aremedy-granting provision in the Agreement. ARTICLE S -PAYMENT PROCEDURES Contractor shall submit Applications for Payment in accordance with the General Conditions. Applications for Payment will be processed as provided in the General Conditions. S.l PROGRESS PAYMENTS: Owner shall make monthly progress payments on account of the Contract Price on the basis of Contractor's Applications for Payments, as provided below. All progress payments will be on the basis of the progress of the Work. 5.1.1 Prior to Completion, progress payments will be in an amount equal to: • 90% of the Work completed until fifty percent (50%) of the Work is performed, after which no additional retainage shall be withheld, and • 90% of materials and equipment not incorporated in the Work but delivered and suitably stored, less in each case the aggregate of payments previously made. G \MAIN"nH~'AC'`,C'ontract w Trane DDC system upgrade DOC Page 2 5.2 FINAL PAYMENT: Upon final completion and acceptance in accordance with the General Conditions, Owner shall pay the remainder of the Contract Price. The final payment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of County Commissioners has held a public hearing, thereupon and complied with the C.R.S. §38-26- 107. Final payment shall be made in accordance with the requirements of the aforesaid statute. ARTICLE 6 -CONTRACTOR'S REPRESENTATIONS In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 6.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performance of the Work. 6.2 Contractor has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data as he deems necessary for the performance of the Work at the Contract Price, within the Contract Time, and in accordance with other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by Contractor for such purposes. 6.3 Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 6.4 Contractor has given Owner written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by Owner is acceptable to Contractor. ARTICLE 7 -CONTRACT DOCUMENTS The Contract Documents which comprise the entire Agreement are made a part hereof, and consist of the following: 7.1 This Agreement. 7.2 General Conditions and Requirements and Procedures for Contractors and Vendors working at Eagle County Facilities, Revision 3 dated May 14, 2003, attached hereto and incorporated herein by this reference. G UvIAIN"T~hiVAC\Contract w Trane DDC system upgrade DOC Page 3 7.3 That portion of the Trane Proposal dated April 6, 2004, attached hereto as Exhibit "A" consisting of six pages and including the drawings, specifications and product data. In the event that there is a conflict with this Agreement and Exhibit "A", this agreement shall control. 7.4 Notice of Award, Notice to Proceed. 7.5 Any modification, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed by an executed, written amendment to this Agreement. ARTICLE 8 -SCHEDULE & SECURITY Contractor shall submit its proposed schedule(s) to Owner for prior approval. All Work will be scheduled and performed in a manner which will produce minimum interference with the daily business activities of the Eagle County Building and the departments affected. Unless otherwise agreed, Contractor shall be allowed on site for performance of the Work only during the normal working hours for the Eagle County Building, being 8:00 a.m. through 5:00 p.m. Monday through Friday, holidays excepted. Contractor is required to maintain building security in accordance with Requirements and Procedures for Contractors and Vendors working at Eagle County Facilities, which is incorporated in the contract documents. ARTICLE 9 -MISCELLANEOUS 9.1 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.2 Owner and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. G \MA[NT\HVAC\Contract w Trane DDC system upgrade DOC Page 4 9.3 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 9.4 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 9.5 INTEGRATION: This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in the Contract Documents. 9.6 NOTICE: Notice shall be provided to the respective parties by being given to the persons at the addresses as follows, until changed by notice: To CONTRACTOR: Trane, Grand Junction Attn: Stacey Hieb 2387 River Road, Unit 110 Grand Junction, CO 81505 Phone: 970-242-4361 Fax: 970-242-4566 To OWNER: Director of Facilities Management Dept. Eagle County Government P.O. Box 850 590 Broadway Eagle, CO 81631 Phone: 970-328-8700; Fax: 970-328-7720 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission provided an original is also promptly delivered. [next page is signature page] G ' MAIN'I~HVAC\Contract w Trane DDC system upgrade DOC Page 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Clerk to the Boat of County Commissioners COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ~cxF c©G BOARD OF COUNTY COMMISSIONERS RP4° By: Tom .Stone, Chairman Tra By: Titlf STATE OF COLORADO }ss County of n ~ Gr ) The foregoing was acknowledged before me this S day of 1M~y Zov~ , by ~ I ~. C •2 c r h~-i -e ~'I 7/ /~~" /~'' M commis Notary Public Q,Ft1 G~ ~~~ ~'~' ~~TA9~~~F o o • N~•••,p~ ~ QO FOF COLO~ expires: ~ / ~ My Commission E~cpires ~i'151 DG G \MAINT\HVAC\Contract w Trane DDC system upgrade-D(~C Page 6 GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work, (County shall pay direct costs of permits). 2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. Owner will cooperate with Contractor to obtain tax exemption for this project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to the Owner. Owner assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to Owner. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. 6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of Owner. In any event, Owner may grant an extension of time for the completion of the Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the Owner, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given Owner immediate (as determined by the G \MA[NT\HVAC\Contract w Trane DDC system upgrade DOC Page 7 circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to Owner that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Agreement. 10. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify Owner in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. 11. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Contractor shall be solely responsible for the protection of the Work until its final acceptance by Owner. Contractor shall have no claim against Owner because of any damage or loss to the Work, and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under his supervision or control, Contractor shall make his claim directly with the party involved. If a conflict or disagreement develops between Contractor and another party concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 13. Contractor's Insurance: The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the contract, whether such operations be by himself, or by any subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work. Insurance coverage's shall be as follows: G \MAINT\HVAC\Contract w Trane DDC system upgrade DOC Page 8 Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; and Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. Contractor's Liability Insurance issued to and covering the liability for damage imposed by law upon the Contractor and each subcontractor with respect to all Work performed by them under the agreement (construction contract). Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Contractor and each subcontractor with respect to all Work under the agreement (construction contract) performed for the Contractor by subcontractors. Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law upon the Contractor and each subcontractor arising between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the Work performed by each. Comprehensive Automobile Insurance shall be carried in the amount of $500,000/$1,000,000 for bodily injury and $500,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. The Contractor shall in addition, and in the amounts required under the above, obtain protective Liability Insurance issued to and covering the liability for damages imposed by law upon the Owner with respect to all operations under the construction contract by the Contractor or his subcontractors, including omissions and supervisory acts by the Owner. Comprehensive Risk Policy Option: In lieu of the several policies specified for Contractor's Liability Insurance, a comprehensive liability and property damage insurance policy inclusive of all the insurance and requirements herein set forth, subject to the approval of the Owner, will be permissible. G \MAINT\HVAC\Contract w Trane DDC system upgrade DOC Page 9 Insurance covering claims for damages to persons or property required by the preceding paragraph shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 Insurance shall be placed jointly in the names of the Owner, Contractor, and any and all subcontractors, and any and all others obliged by contract with the Owner to do Work on this project, and, at the Owner's option, any other person or persons whom the Owner deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the Owner as trustee. The Owner shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. Certificates of Insurance: Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certif Cates shall contain provisions naming the Owner as an additional insured under Contractor's insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be cancelled until at least thirty days prior written notice has been given the Owner. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the Owner. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the Owner's rights hereunder. 14. The Owner, at his option, may purchase and maintain such liability insurance as will protect him against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve the Contractor from purchasing and maintaining the insurance hereinbefore specified. 15. Before permitting any of his subcontractors to perform any Work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as may be G \MAINTIHVAC\Contract w Trane DDC system upgrade DOC Page 10 applicable to his Work, which type and amounts shall be subject to the approval of the Owner, or (b) insure the activities of his subcontractors in his own policy. 16. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, its board, commissioners, employees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting there from, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. 17. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. Owner, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lawful appropriations to cover the costs of the additional work have been made. b. A Change Order shall be a written order to the Contractor signed by Owner to change the Work. c. Owner will have authority to order minor changes in the Work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and Owner. Contractor shall carry out such written orders promptly. 18. Progress Payments: Not more often than once a month, Contractor shall submit to Owner an application for payment filled out and signed by Contractor covering the work completed as of the date of the application, and accompanied by such supporting documentation as Owner may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to Owner, as will establish Owner's title to the material and equipment, and protect Owner's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all G \MAW`f\HVAC\Contract w Trane DDC system upgrade.DOC Nage 11 previous progress payments received on account of the work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. Owner will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment, or return the application to Contractor indicating in writing its reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. Owner shall, within twenty days of recommendation of payment, pay Contractor the amount recommended. 19. " Final Payment: Upon written notice from Contractor that the work is complete, Owner will make a final inspection with Contractor, and will notify Contractor in writing of all particulars in which this inspection reveals that the work is incomplete or defective. Contractor shall immediately take such measures as are necessary to remedy such deficiencies. After Contractor has completed all such corrections to the satisfaction of Owner, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, marked-up record documents or as-built drawings covering all of the Work, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as Owner may reasonably require, together with complete and legally effective releases or waivers (satisfactory to Owner) of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved by Owner, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the work, for which Owner or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any lien. 20. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to Owner at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). G Uv1A1NT\HVAC\Contract w Trane D[X system upgrade I)OC Page 12 21. Final payment shall not become due until Contractor submits to Owner releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Work. Final payment is subject to the Final Settlement requirements and time periods set forth in C.R.S. §38-26-107. 22. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment by Owner to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by Owner, nor any act of acceptance by Owner, nor any failure to do so, nor any correction of defective Work by Owner shall constitute an acceptance of Work not in accordance with the contract documents or a release of Contractor's obligation to perform the Work in accordance with the contract documents. 23. If Contractor fails to correct Work which is not in accordance with the Agreement, the Owner may direct the Contractor to stop the Work until the correction is made. 24. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a seven day period after receipt of written notice from the Owner to correct such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such case, the Agreement may be terminated by Owner or a Change Order shall be issued deducting the cost of correction from payments due the Contractor. 25. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required bylaw in connection with performance of the Agreement. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. 26. Contractor shall promptly correct Work rejected by Owner as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 27. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Prompt notice of all defects shall be given to Contractor. If, within one year after the date of completion, or such longer period of time as may be set forth in the Agreement (including the Bid), prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, any Work is found to be defective, Contractor shall promptly, without cost to Owner, and in accordance with Owner's written instructions, either correct such defective Work, or, if it has been rejected by Owner, remove it from the site, and replace it with non-defective work. If Contractor does not promptly comply with G.\MAINT\HVAC\Contract w Trane DDf' system upgrade DOC Page 13 the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by Contractor. 28. CONTRACTOR shall promptly notify OWNER in writing of any latent physical conditions at the site or in an existing structure differing materially from those indicated or referred to in the contract documents. 29. The performance of the Work may be terminated at any time in whole, or from time to time in part, by Owner for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to which performance of the Work is terminated and the date upon which termination becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by Owner, Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of such requests in implementation thereof as Owner may make, to assure the efficient, proper closeout of the terminated Work (including the protection of Owner's property). Among other things, Contractor shall, except as otherwise directed or approved by Owner: a. stop the Work on the date and to the extent specified in the Notice of Termination; b. place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work as is not terminated; c. terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; d. assign to Owner, in the manner and to the extent directed by it, all of the right, title and interest of Contractor under the orders or subcontracts so terminated, in which case Owner shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; e. with the approval of Owner, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and f. deliver to Owner, when and as directed by Owner, all documents and all property which, if the Work had been completed, Contractor would be required to account for or deliver to Owner, and transfer title to such property to Owner to the extent not already transferred. G \MAIN7INVAC`~('ontract w Trane DDC system upgrade DOC Page 14 In the event of such termination, there shall be an equitable reduction of the Contract Price to reflect the reduction in the Work and no cost incurred after the effective date of the Notice of Termination shall be treated as a reimbursable cost unless it relates to carrying out the un-terminated portion of the Work or taking closeout measures. G:\MA[NT~IiVAC\Contract w Trane DDC system upgrade.DOC G \N1AtNT\ItV'AC~.Contract w Trane DDC system upgrade DOC Page I S EXHIBIT "A" G lh1AINT\HVAC\Contract w "Irane DDC system upgrade DOC Page 16 r~w® Grand Junction Service • Rocky Mountain District 2387 River Road Unii 110 • Grand Junction CO 81505 • Te1 970 242 4361 • Fax 970 242 4566 April 6, 2004 Eagle County Facilities Management PO Box 850 590 Broadway Eagle, Colorado 81631-0850. Attn Paul Gregg Re: Tracer Up Grade For Eagle County Buildings We Respectfully submit the following proposal for your review and acceptance. We thank you for the opportunity to provide our service to you on this project. Scope Outline: We are proposing to replace the existing Trane Tracer 100, and Tracker Control Systems with new Trane Tracer Summit Control systems. As part of this scope of work we will install new building control units (BCU) at each of the existing facilities and connect the existing control systems to the new BCU's. We will utilize existing power and control wiring whenever possible. Trane will also install two new Tracer Summit Software Upgrades on two personal computers (or servers) as supplied and directed by the customer. We will connect the new BCU's to the customer's Cat 5 wiring /network and confirm communication /operation. We will utilize the standard graphics supplied with the Tracer Summit software for the existing items to be controlled. We have also included floor plan graphics for each facility providing we can receive a copy of the architectural floor plans. Break Down: Eagle County Bldg. Scope: Tie in existing Tracer 100 Panel to existing BCU in County Basement location. Remove existing Comfort Manager panels and install new CCPs in similar location as needed. Program BCU with customer furnished IP address. Connect BCU to LAN wiring provided by other and verify communication. Program BCU for time of day scheduling and equipment control equipment control options utilizing existing control strategies. Build equipment and floor plan graphics. Commission and verify proper operation of BCU and control system. Deliver SQL software to Eagle County and assist there IT Team in set up and migration to net server. Old Courthouse Bldg. Scope: Remove existing BMTS style BCU panel and install one (1) new BCU in similar location. Program BCU with customer furnished IP address. Connect BCU to LAN wiring and verify communication. Commission and verify proper operation of BCU and control system. A business ofAmencan Standard Companies www.trane.com Eagle County Facilities Management PO BOX 850 590 Broadway Eagle, Colorado 81631-0850. Page 2 Maintenance Service Center Scope: Program BCU with customer furnished IP address. Connect BCU to LAN wiring and verify communication. Verify BCU program for time of day scheduling, and equipment control options. Commission and verify proper operation of BCU and control system Basalt / EI Jebel Scope: Remove Existing Tracker Panel and install One (1) new BCU in similar location. Program BCU with customer furnished IP address. Connect BCU to LAN and verify communication. Program BCU for time of day scheduling, and control options. Build equipment and floor plan graphics. Commission and verify proper operation of BCU and control system. Animal Control Shelter Scope: Remove existing Tracker panel and install One (1) new BCU in similar location. Program BCU with customer furnished IP address. Connect BCU to LAN wiring and verify communication. Program BCU for time of day scheduling and control options. Build equipment and floor plan graphics. Commission and verify proper operation of BCU and control system. Justice Center Scope: Remove existing BMTS style BCU panel and install One (1}new BCU in Similar location. Program BCU with customer furnished IP address. Connect BCU to LAN wiring and verify communication. Program BCU for time of day scheduling and control options. Commission and verify proper operation of BCU and control system. Justice Center Annex Scope: Remove existing Tracker panel and install One (I) new BCU in similar location. Remove existing Comfort Manager panels and install new CCP's in similar location as existing. Program BCU with customer furnished IP address. Connect BCU to LAN wiring and verify communication. Program BCU for time of day scheduling and control options. Build equipment and floor plan graphics. Commission and verify proper operation of BCU and control system 4-26'-04;10=47ANI, TRANS T~ANE~ Eagle County Facilities Managetnent PO Box 850 590 Broadway Eagle, Colorado 81631-0850. Page 3 We Include Standard: 970 L42 45Ei6 # 4/ 7 • All Concealed low voltage wiring to be plenum rated cable. • We require Cat 5 wire to be run from the main network hub to each building to our BCU (by others). • Travel time, and per diem are included. • Engineered Drawings. Installation labor and Materials • Project Supervision. • System programming and Graphics • System check-out and final commissioning • Owner /Customer Training - 16 Hours • Trane Factory Training Class Sumrrtit 101 • New Trane SQL software (with 1 Summit license traded in as part of discount), Eagle County will keep and maintain 2 other Existing Tracer Summit licenses to operate on new SQI. software provided under this upgrade. Task Schedule: All equipment and upgrades to be finished with in 120 days from PO being Issued to perform work, with 45 days thereafter to make set adjustments or other changes that may occur Standard Per Diem Break out is based on the following: Normal Per Diem per day $175.00 per. (Hotel, food, fuel and misc.) Above 15 days Per Dietn is at $130.00 per (Hotel, food, fuel and misc.) Based upon total hours to nights plus pick up days, discounts were applied to total job not individual buildings to assess additional savings average for the entire project. Total Cost of normal per diem ($14,350.00) Total Cost With Multiple Night ($10,660.00) Total cost to you with above discount and Trane service Discount ($ 5448.00) A husmess of Amencan Standard Companies www trane_com Eagle County Facilities Management PO BOX 850 590 Broadway Eagle, Colorado 81631-0850. Page 4 Eagle County Bldg ........................................$26,636.87 500 Broadway, Eagle, Co 81631 Materials & Misc ...................... $11,198.12 Labor total hrs (152.5 Hrs.)...........$13,038.75 Per Diem ................................$2,400.00 Eagle Old Courthouse ...................................... $10,575.52 500 Broadway, Eagle, CO 81631 Equipment & Materials ...............$6,134.52 Labor Total hrs (46Hrs.) ..............$3,933.00 Per Diem ..............$508.00 Eagle Justice Bldg ......................................... $10,105.27 858 Chambers Ave, Eagle, CO 81631 Equipment & Materials ................ $6,134.52 Labor (40.5 Hrs) ........................ $3,462.75 Per Diem .................................$508.00 Eagle Justice Center Annex Bldg ........................$14,340.71 955 Chambers Road, Eagle CO 81631 Equipment & Materials .................$8,659.96 Labor (60.5Hrs) ..........................$5,172.75 Per Diem .............................. ..•--•$508.00 Eagle County Facilities Management PO Box 850 590 Broadway Eagle, Colorado 81631-0850. Page 5 Eagle Maintenance service center Bldg ................ $3,269.65 3289 Cooley Mesa Road, Gypson CO 81632 Equipment & Materials .................$00000 Labor (32.3 Hrs) ........................$2,761.65 Per Diem ...................................$508.00 Animal Control Shelter ................................... $12,740.71 1400 Fair Grounds Road, Eagle CO 81631 Equipment & Materials ..................$7,059.96 Labor (60.5) Hrs ..........................$5,172.75 Per Diem ....................................$508.00 Basaltl El Jebel office .................................... $12,740.71 20 Eagle County Drive, El Jebel, CO 81623 Equipment & Materials ................... $7,059.96 Labor (60 .5) Hrs ........................... $5,172.75 Per Diem ......................................$508.00 Total of Contract Combined ............................................$90,409.44 Total Equipment & Materials .............$46,247.04 Total Labor ....................................$38,714.40 Total Per Diem ................................$5,448.00 Eagle County Facilities Management PO Box 850 590 Broadway Eagle, Colorado 81631-0850. Page 6 Standard notes: All Equipment and materials installed by Trane have a (1) Year parts and labor warranty. All repairs to be done during normal working hours (8aa-Spm Mon.-Fri.) Except were noise and work would disrupt normal working condition for public service. Repairs to existing equipment will not constitute any warranty for existing equipment or parts of equipment that were not replaced. Trane is not responsible for design conditions that may have been change from original design layout. We thank you for this opportunity to be of service to you now and in the future, Should you need any additional information please feel to call or fax our office. We look forward to working with you on this project and any others that we may be of service to you in the future. incerely, Say is VV ``iTrane Company Account Executive 970-242-4361 Phone 970-242-4566 Fax Acceptance Date: Authorized By Title Purchase Order FACILITIES MANAGEMENT DEPARTMENT (970) 328-8880 FAX: (970) 328-8899 TDD (970) 328-8797 Email: fineagle@eagle-county.com www.eagle-cou nty.com ti ~GL~ COUNTY The Trane Company June 14, 2004 2387 River Road, Unit 110 Grand Junction, CO 81505 Ref: DDC Contract - C04-163-47 Attn: Stacey Hieb C~ .,~ ., ,. . Congratulations, the contract with your organization for Direct Di~,ital Controls for HVAC Equipment has been approved by the Eagle County Board of County Commissioners. Please consider this letter and today's date, June 14, 2004, as official notification to proceed with the above referenced project. The contract agreement, C04-163-47, stipulates substantial Completion within 120 days. Please coordinate this project through the Facilities Management Department. The department liaison is Paul Gregg. He can be contacted at: 970 328-8885. P.O. Box 850, 590 Broadway, Eagle, Colorado 8163 I -0850