HomeMy WebLinkAboutPA Halvorson Inc-11/22/2010TRINE" Turnkey Agreement
City of Waterloo, Iowa and Halvorson Trane
Trane Project No. BN -1074
This Agreement (hereafter the "Agreement") is made and entered into as of this 23rd of November,
2010 by and between P.A. Halvorson, Inc., (hereinafter "Halvorson Trane") and City of Waterloo, Iowa (hereinafter
"Customer") for the purpose of fumishing certain services and work designed to improve the facility at the Premises
(as defined below).
ARTICLE 1 - THE SERVICES AND COMPENSATION
Section 1.01. Contract Price. Subject to the terms and conditions hereof, as payment for Halvorson Trane's
performance and fumishing of the Services (as defined below) at the Premises identified in Exhibit C hereto,
Customer shall pay or cause to be paid to Halvorson Trane, in accordance with the dates and amounts on Exhibit A
pursuant to Section 1.04, the sum of One -Hundred and thirty-four thousand, one -hundred and sixty dollars
($134,160.00), which Contract Price excludes all sales taxes.
Section 1.02. The Services and Exclusions. No later than March 1s, 2011, Halvorson Trane shall have
designed and substantially completed installation of the equipment and performance of the work and services
described in Exhibit B (hereinafter, collectively, the "Services"). Halvorson Trane's obligation hereunder is limited to
the Services as defined herein. Excluded from the Services are any modifications or alterations to the Premises (not
expressly included within the Services as defined) that may be required by operation of the Americans With
Disabilities Act or any other law or building code(s).
Section 1.03. Construction Procedures and Changes to Services. Halvorson Trane shall
supervise and direct the Services using its best skill and attention. Halvorson Trane shall have exclusive control over
construction means, methods, techniques, sequences and procedures. Halvorson Trane shall at all times have the
right to replace, delete or substantially alter any item of equipment or part of the Services, correct any work, or revise
any procedures included in this Agreement, provided, however, that Halvorson Trane shall obtain Customer's prior
consent to substantial deviations from the original scope of Services, said consent not to be reasonably withheld or
delayed.
Section 1.04. Payment Terms. Customer shall pay Halvorson Trane's invoices within net 30 days of invoice
date. Halvorson Trane may invoice Customer for all equipment or material fumished, whether delivered to the
installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be
withheld from any payments except as expressly agreed in writing by Halvorson Trane, in which case retention shall
be reduced per the contract documents and released no later than the date of substantial completion. Under no
circumstances shall any retention be withheld for the equipment portion of the order. Customer shall be liable to
Halvorson Trane for all reasonable shutdown, standby and start-up costs as a result of the suspension. Halvorson
Trane reserves the right to add to any account outstanding for more than 30 days a service charge equal to 1.5% of
the principal amount due at the end of each month. Customer shall pay all costs (including attorneys' fees) incurred
by Halvorson Trane in attempting to collect amounts due and otherwise enforcing these terms and conditions. If
requested, Halvorson Trane will provide appropriate lien waivers upon receipt of payment. Customer agrees that,
unless Customer makes payment in advance, Halvorson Trane will have a purchase money security interest in all
equipment from Halvorson Trane to secure payment in full of all amounts due Halvorson Trane and its order for the
equipment, together with these terms and conditions, form a security agreement. Customer shall keep the equipment
free of all taxes and encumbrances, shall not remove the equipment from its original installation point and shall not
assign or transfer any interest in the equipment until all payments due Halvorson Trane have been made.
Section 1.05. Completion
Notwithstanding any other term or condition herein, when Halvorson Trane informs Customer that the Work has been
completed, Customer shall inspect the Work in the presence of Halvorson Trane's representative, and Customer shall
either (a) accept the Work in its entirety in writing, or (b) accept the Work in part and specifically identify, in writing,
any exception items. Customer agrees to re -inspect any and all excepted items as soon as Halvorson Trane informs
Customer that all such excepted items have been completed. The initial acceptance inspection shall take place within
ten (10) days from the date when Halvorson Trane informs Customer that the Work has been completed. Any
subsequent re -inspection of excepted items shall take place within five (5) days from the date when Halvorson Trane
informs Customer that the excepted items have been completed. Customer's failure to cooperate and complete any of
said inspections within the required time limits shall constitute complete acceptance of the Work as of ten (10) days
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from date when Halvorson Trane informs Customer that the Work, or the excepted items, if applicable, has/have been
completed.
Section 1.06. Delays. If Halvorson Trane is delayed in the commencement or completion of any part of the
Services due to events beyond Halvorson Trane's control (including, but not limited to, fire, flood, labor disputes,
unusual delays in deliveries, unavoidable casualties, abnormal adverse weather, and acts of God), or due to
Customer's action(s) or failure to perform its obligations under this Agreement or to cooperate with Halvorson Trane
in the timely performance of the Services, then Halvorson Trane will notify Customer in writing of the existence, extent
of, and reason(s) for such delay(s). Halvorson Trane and Customer shall extend the contract time and/or increase
the Contract Price by Change Order for such reasonable time and/or amount as they shall agree.
Section 1.07. Equipment Location and Access. Customer shall provide, without charge, a mutually
satisfactory location or locations for the installation and operation of the equipment and the performance of the
installation work, including sufficient areas for staging, mobilization, and storage. Customer shall provide access to
the Premises for Halvorson Trane and its contractors or subcontractors during regular business hours, or such other
hours as may be requested by Halvorson Trane and acceptable to Customer, to install, adjust, inspect, and correct
the installation work. Halvorson Trane's access to correct any emergency condition shall not be restricted by
Customer.
Section 1.08. Permits and Governmental Fees. Halvorson Trane shall secure (with Customer's
assistance) and pay for building and other permits and govemmental fees, licenses, and inspections necessary for
proper performance and completion of the installation work and which are legally required when bids from Halvorson
Trane's subcontractors are received, negotiations thereon concluded, or the effective date of a relevant Change
Order, whichever is later. Customer is responsible for necessary approvals, easements, assessments and charges for
construction, use or occupancy of permanent structures or for permanent changes to existing facilities.
Section 1.09. Utilities During Construction. At no cost to Halvorson Trane, Customer shall provide and
pay for water, heat, and utilities consumed by Halvorson Trane during performance of the Services hereunder.
Halvorson Trane shall install and pay the cost of any temporary facilities not already in existence, which will be
required during construction for accessing such water, heat, and utilities.
Section 1.10. Concealed Or Unknown Conditions. In the performance of the installation work, if
Halvorson Trane encounters conditions at the Premises that are (i) subsurface or otherwise concealed physical
conditions that differ materially from those indicated on the drawings or (ii) unknown physical conditions of an unusual
nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in
construction activities of the type and character as the installation work, Halvorson Trane shall notify Customer of
such conditions as promptly as practicable, prior to significantly disturbing the same. If such conditions differ
materially and cause an increase in Halvorson Trane's cost of, or time required for, performance of any part of the
Services, Halvorson Trane shall be entitled to, and Customer shall consent by Change Order to, an equitable
adjustment in the Contract Price, Contract Time, or both.
Section 1.11. Damage to Equipment; Casualty or Condemnation of Premises. (a) If any fire,
flood, other casualty, or condemnation renders a majority of the Premises incapable of being occupied and the
affected portion is not reconstructed or restored within ninety (90) days from the date of such casualty or
condemnation, Halvorson Trane may terminate this Agreement by delivery of a written notice to Customer,
whereupon both parties shall have no further liability to each other, subject to Customer's obligation to pay to
Halvorson Trane for all parts of the Services, equipment and material fumished to the date of termination, including
any specially manufactured or non -stock items, whether in production or delivered.
(b) If any significant item of equipment is irreparably damaged by Customer, its employees, agents or
invitees, or is destroyed or stolen, and if Customer fails to repair or replace said item within a reasonable period of
time, Halvorson Trane may terminate this Agreement by delivery of a written notice to Customer, whereupon both
parties shall have no further liability to each other, subject to Customer's obligation to pay to Halvorson Trane for all
parts of the Services, equipment and material fumished to the date of termination, including any specially
manufactured or non -stock items, whether in production or delivered. Any such termination shall not be considered
any Event of Default on the part of either party.
Section 1.12. Changes to the Services. (a) Customer, by written Change Order, may request that
Halvorson Trane perform work in addition to the Services. Halvorson Trane shall be obligated to perform such
additional work only pursuant to a Change Order agreed to and executed by Customer and Halvorson Trane. The
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Change Order shall reflect the parties' agreement with respect to the scope of the additional work, the amount of any
adjustment in the Contract Price, and the extent of any adjustment in the contract time.
(b) If a Change Order provides for an adjustment to the Contract Price, such adjustment shall be based on
one of the following methods:
(1) a lump sum agreed to by Customer and Halvorson Trane;
(2) unit prices set forth in this Agreement or subsequently agreed to; or
(3) cost of the work ordered plus a fee agreed to by the parties.
(c) The following types of costs, which listing is not all-inclusive, shall be included in the determination of the
cost of the additional work:
(1) costs of labor, including social security, old age and unemployment insurance, fringe
benefits required by agreement or industry practice or custom, and workers' compensation
insurance;
(2) costs of materials, supplies and equipment, including transportation thereof, whether the
same is incorporated or consumed in the additional work;
(3)
the costs of renting machinery and equipment, except handtools;
(4) premium costs for all bonds and insurance, permit or other govemmental approval or
inspection fees, and sales, use or comparable taxes relating to the additional work; and
(5) additional costs of supervision and field office personnel directly attributable to the
additional work.
Section 1.13. Adjustment to Contract Time. Halvorson Trane shall be allowed an equitable adjustment
in the Contract Time for performance of additional Work that increases the amount of time required to perform the
Services.
ARTICLE 2 - CUSTOMER'S OBLIGATIONS
Section 2.01. Representations and Warranties of Customer. Customer hereby warrants and
represents to Halvorson Trane that:
(a) Customer is the legal fee owner of the Premises and/or otherwise has all requisite authority to make the
improvements to the Premises that will result from Halvorson Trane's performance of the Services;
(b) Customer has provided Halvorson Trane with all records heretofore requested by Halvorson Trane and
the information set forth therein is, and all information in other records to be subsequently provided pursuant to this
Agreement will be, true and accurate in all material respects except as may be disclosed to Halvorson Trane by
Customer in writing;
(c) Customer has disclosed in writing to Halvorson Trane the existence and location of all known or
suspected asbestos and other hazardous materials on the Premises; and
(d) Customer has no knowledge of any facts or circumstances that, but for the passage of time, would
materially, adversely affect either party's ability to perform its respective obligations hereunder and, if Customer is a
govemmental entity or instrumentality thereof, Customer has complied with all laws and regulations relative to bidding
or procurement.
Section 2.02. Customer Default. Each of the following events or conditions shall constitute a default by
Customer and shall give Halvorson Trane the right to, without an election of remedies: (a) proceed pursuant to
Section 7.01; and/or (b) terminate this Agreement by delivery of written notice declaring termination, upon which event
Customer shall be liable to Halvorson Trane for all Services fumished to date, including any specially manufactured or
non -stock items, whether in production or delivered, and any damages sustained by Halvorson Trane, including
anticipatory profits:
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(1) Any failure by Customer to pay or cause to be paid amounts due Halvorson Trane more than thirty (90)
days after the date of the invoice therefor;
(2) Any representation or warranty fumished by Customer in this Agreement is false or misleading in any
material respect when made;
(3) Any default by Customer under any instrument or agreement related to the financing of all or any part of
the Services or equipment hereunder;
(4) Any failure by Customer to perform or comply with any material term or condition of this Agreement,
including breach of any covenant contained herein, provided that such failure continues for ten (10) days after written
notice to Customer demanding that such failure be cured or, if cure cannot be effected in such ten (10) days,
Customer fails to promptly begin to cure and diligently proceed to completion thereof; or
(5) The commencement of any voluntary or involuntary proceedings in bankruptcy or receivership by or
against Customer, Customer shall become insolvent, make a general assignment for the benefit of creditors, or
Customer shall fail to pay its debts as and when they become due.
ARTICLE 3 - INSURANCE
Section 3.01. Halvorson Trane's Liability Insurance. Halvorson Trane shall purchase from and
maintain, without interruption from the commencement of the Services until the date of final payment, a Commercial
General Liability policy, Worker's Compensation and Employer's Liability policy and Commercial Automobile Liability
policy, through a company or companies rated A VIII or better by A.M. Best Company.
Section 3.02. Customer's Liability and Property Insurance. (a) Customer shall be responsible for
purchasing and maintaining Commercial General Liability Insurance of the type and amount Customer deems
necessary and appropriate.
(b) Customer shall purchase and maintain until Final Payment property insurance for the installation work in
progress at least in an amount equal to the Contract Price, as the same may be adjusted from time to time, for the
installation work (including the equipment) on a replacement cost basis with a deductible of no more than $5,000 from
an insurer reasonably acceptable to Halvorson Trane. Such property insurance shall include the interests of
Customer, Halvorson Trane, and its subcontractors (at whatever tier) as additional insureds as their interests may
appear. The property insurance purchased by Customer shall be on an all-risk policy form. The property insurance
shall cover portions of the installation work stored off site after written approval of Customer at the value established
in the approval. Customer, for itself and its insurance carriers, hereby waives all rights of subrogation against
Halvorson Trane and any of its subcontractors, agents, employees, and officers with respect to property insurance
and any other insurance coverages maintained by Customer.
(c) A Toss insured under Customer's property insurance shall be adjusted by Customer's Insurer as a
fiduciary and made payable to Customer as a fiduciary for the insureds, as their respective interests may appear,
subject to requirements of any applicable mortgagee clause. Halvorson Trane shall pay its subcontractors their just
shares of insurance proceeds received by Customer and remitted to Halvorson Trane, and, by appropriate
agreements, written where legally required for validity, shall require said subcontractors to make payments to their
subcontractors in a similar manner. In its fiduciary role, Customer shall have the power to negotiate and settle a loss
with insurers; provided, however, that at least ten (10) days prior to agreeing to the proposed settlement, Customer
shall advise the parties in interest in writing of the terms of the same and the parties in interest shall have seven (7)
days thereafter to object in writing to the proposed adjustment or settlement; if such objection is made, Customer
shall not enter into or agree to the proposed adjustment or settlement and the parties shall proceed pursuant to
Section 7.01.
Section 3.03. Customer's Loss of Use/Business Interruption Insurance. Customer may
purchase and maintain insurance to protect against loss of use of Customer's property or business interruption due to
fire or other commonly insured hazards, however such fire or hazards may be caused. Customer acknowledges that
Halvorson Trane is not required to purchase or maintain such insurance against the loss of use of Customer's
property or business interruption. CUSTOMER HEREBY WAIVES ALL CLAIMS AND CAUSES OF ACTION IT MAY
HAVE AGAINST HALVORSON TRANE AND ANY OF ITS SUBCONTRACTORS, AGENTS, EMPLOYEES, AND
OFFICERS FOR LOSS OF USE OF CUSTOMER'S PROPERTY OR BUSINESS INTERRUPTION, WHETHER
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INSURED OR NOT, INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER DAMAGES DUE TO
SUCH HAZARDS, REGARDLESS OF CAUSE.
Section 3.04. Evidence of Insurance. Certificates of insurance acceptable to the Customer and to
Halvorson Trane shall be provided by each party to the other prior to commencement of performance of any Services.
Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to
expire until at least thirty (30) days prior written notice has been given to the other party. If any of the insurance
coverages are required to remain in force after final payment and are reasonably available, an additional certificate
evidencing continuation of such coverage shall be submitted with the final application for payment. Customer's
certificate shall clearly name "Halvorson Trane U.S. Inc." as an additional insured with an endorsement containing no
restrictions or limitations on the policy that do not also apply to the named insured. Neither the procurement nor
maintenance of any type of insurance by Customer shall in any way be construed or deemed to limit, waive, or
release Customer from any of the obligations and risks of Customer under this Agreement, or to be a limitation on the
nature and extent of such obligations and risks.
ARTICLE 4 - HAZARDOUS MATERIALS
Section 4.01. Asbestos and Hazardous Materials. (a) Halvorson Trane's Services and other work in
connection with this Agreement expressly exclude any work connected or associated with Hazardous Materials.
Hazardous Material means any pollutant, contaminant, toxic or hazardous waste, dangerous substance, potentially
dangerous substance, noxious substance, toxic substance, flammable, explosive, radioactive material, urea
formaldehyde, foam insulation, asbestos, asbestos -containing materials ("ACM's"), polychlorinated biphenyl ("PCB"),
or any other substances, the removal of which is required, or the manufacture, preparation, production, generation,
use, maintenance, treatment, storage, transfer, handling, or ownership of which is restricted, prohibited, regulated, or
penalized by any and all federal, state, county, or municipal statutes or laws now or at any time hereafter in effect,
including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
§§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§
1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act, as amended (15
U.S.C. §§ 2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), as the Taws have
been and may be amended and supplemented.
(b) Halvorson Trane shall not be required to perform any identification, abatement, cleanup, control, or
removal of Hazardous Materials. Customer warrants and represents that, except as expressly, and by reference to
this Section, set forth in Exhibit B (Scope of Services) or Exhibit C (Description of Premises), there are no Hazardous
Materials on the Premises that will in any way affect Halvorson Trane's Services and Customer has disclosed to
Halvorson Trane the existence and location of any Hazardous Materials in all areas within which Halvorson Trane will
be performing any part of the Services. The existence or location of any Hazardous Materials that have been so
disclosed by Customer to Halvorson Trane shall be the responsibility of Customer.
(c) Should Halvorson Trane become aware of or suspect the presence of Hazardous Materials, Halvorson
Trane shall have the right to immediately stop work in the affected area and shall notify Customer. Customer will be
responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and
regulations. Halvorson Trane shall be required to resume performance of the Services in the affected area only in the
absence of Hazardous Materials or when the affected area has been rendered harmless; if the area has not been or
cannot be rendered harmless within thirty (30) days of discovery of the Hazardous Material, Halvorson Trane may
terminate this Agreement and Customer shall be liable to Halvorson Trane for the Services completed to date of
termination and anticipatory profits. Customer shall compensate Halvorson Trane for any additional costs incurred by
Halvorson Trane as a result of work stoppage, including demobilization and remobilization. Under no circumstances
shall Halvorson Trane be obligated to transport or handle Hazardous Material, to provide any notices to any
govemmental authority or agency, or to inspect or examine the Premises for the presence of Hazardous Materials. In
addition to any other indemnity obligation of Customer to Halvorson Trane, Customer will indemnify, defend, and hold
harmless Halvorson Trane, its officers, directors, beneficiaries, shareholders, partners, agents, and employees
(collectively referred to as "Halvorson Trane" for purposes of this Article 4) from all fines, suits, procedures, claims
and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of
or in any way connected with any deposit, spill, discharge, or other release or disposal of Hazardous Materials that
occurs while Halvorson Trane is performing in connection with this Agreement or the Maintenance Agreement, or
from Customer's failure to provide all information, make all submissions, and take all steps required by all federal,
state, county, or municipal statutes or laws now or at any time hereafter in effect.
ARTICLE 5 - INDEMNIFICATION AND LIMITATION OF LIABILITY
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Section 5.01. Indemnification. To the maximum extent permitted by law, Halvorson Trane and Customer
shall indemnify and hold each other harmless from any and all actions, costs, expenses, damages and liabilities,
including reasonable attorneys' fees, resulting from death or bodily injury or damage to tangible physical property of
the other, to the extent arising out of or resulting from the negligence of their respective employees or other
authorized agents in connection with the Premises. However, neither party shall indemnify the other against actions,
costs, expenses, damages and liabilities to the extent attributable to the acts or omissions of the other party. If the
parties are both at fault hereunder, then any obligation to indemnify shall be proportional to their relative fault. The
duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination of this
Agreement, with respect to any claims based on facts or conditions which occurred prior to expiration or termination.
Section 5.02. Limitation of Liability. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL
(INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS) OR PUNITIVE DAMAGES. IN NO EVENT
SHALL HALVORSON TRANE BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT)
RESULTING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR
AIRBORNE BIOLOGICAL AGENTS.
ARTICLE 6 - WARRANTY
Section 6.01. Workmanship and Equipment Warranty. Halvorson Trane warrants that, for a period
of one year from the date of Substantial Completion (the "Warranty Period"), new components of the Halvorson Trane
control system installed hereunder and the installation work (i) shall be free from defects in material, manufacture,
and workmanship and (ii) shall have the capacities and ratings set forth in Trane's catalogs and bulletins. Halvorson
Trane obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Warranty period.
For Trane -manufactured equipment not installed by Halvorson Trane the Warranty Period is the lesser of 12 months
from initial start-up or 18 months from the date of shipment. Equipment and/or parts that are not manufactured by
Halvorson Trane are not warranted by Halvorson Trane and have such warranties as may be extended by the
respective manufacturer. If such defect in Halvorson Trane -manufactured equipment or the installation work is
discovered within the Warranty Period, Halvorson Trane will correct the defect or furnish replacement equipment (or,
at its option, parts therefor) and, if said Halvorson Trane -manufactured equipment was installed pursuant hereto,
labor associated with the replacement of parts or equipment not conforming to this warranty. No liability whatsoever
shall attach to Halvorson Trane until said equipment and Services have been paid for in full and then said liability
shall be limited to Halvorson Trane's cost to correct the defective equipment or work and/or the purchase price of the
equipment shown to be defective. Halvorson Trane's warranties expressly exclude any remedy for damage or defect
caused by corrosion, erosion, or deterioration, abuse, modifications or repairs not performed by Halvorson Trane,
improper operation, or normal wear and tear under normal usage. Halvorson Trane shall not be obligated to pay for
the cost of lost refrigerant.
THE WARRANTY AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES
AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN
FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE
OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL HALVORSON TRANE BE LIABLE FOR
ANY INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS), OR PUNITIVE
DAMAGES. NO REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS OF PURPOSE IS
MADE REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF
MOLD, FUNGUS, BACTERIA OR ANY OTHER CONTAMINATES. HALVORSON TRANE SPECIFICALLY
DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO
PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS.
ARTICLE 7 - GENERAL PROVISIONS
Section 7.01. Notices and Changes of Address. All notices to be given by either party to the other shall
be in writing and must be either delivered or mailed by registered or certified mail, retum receipt requested, addressed
as follows:
If to Halvorson Trane:
Halvorson Trane
2220 NW 108th Street
Clive, IA 50325
Attention: Doug Stephens
If to Customer: City of Waterloo, Iowa
715 Mulberry Street
Waterloo, IA 50703
Attention: Jeff Siebel
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or such other addresses as either party may hereinafter designate by notice to the other. Notices are deemed
delivered or given and become effective upon mailing if mailed as aforesaid and upon actual receipt if otherwise
delivered. All notices or other communications under this Agreement shall be in writing and may be delivered in person,
or may be sent by receipted courier, facsimile transmission, express mail, e-mail, or postage prepaid certified or
registered mail, addressed to the party for whom it is intended, at the addresses set forth in this Agreement. Either party
may change its address for notice by giving written notice to the other party of the change. Any notice or other
communication shall be deemed given no later than the date actually received. Notice by courier, express mail, certified
mail, or registered mail shall be deemed given on the date it is officially recorded as delivered by retum receipt or
equivalent and, in the absence of such record of delivery, it shall be rebuttably presumed to have been delivered on the
third business day after it was deposited, first-class postage prepaid, in the mails. Notices sent by fax or e-mail shall
require tangible confirmation of receipt from the person to whom addressed.
Section 7.02. Assignment. Customer may not assign, transfer, or convey this Agreement, or any part hereof,
or its right, title or interest herein, without the written consent of Halvorson Trane. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of Customer's successors and assigns.
Section 7.03. Applicable Law and Jurisdiction. This Agreement is made and shall be interpreted and
enforced in accordance with the laws of the state in which the Services are to be performed. Customer hereby
submits to the personal jurisdiction of the courts of the state and of the United States District Court in such state
in which the Services are to be performed and to being sued in such jurisdiction.
Section 7.04. Term of Agreement. The term ("Term") of this Agreement shall commence as of the date
first written above and shall end upon final completion of the Services, provided, however, that the warranty obligation
set forth in Article 6 shall survive expiration of the Term.
Section 7.05. Complete Agreement. This Agreement and the Exhibits attached hereto, together with any
documents expressly incorporated herein by reference, shall constitute the entire Agreement between both parties
regarding the subject matter hereof. This Agreement may not be amended, modified or terminated except by a
writing signed by the parties hereto.
Section 7.06. Further Documents. The parties shall timely execute and deliver all documents and perform
all further acts that may be reasonably necessary to effectuate the provisions of this Agreement.
Section 7.07. Exhibits. The following Exhibits are attached hereto and incorporated herein by this reference:
Exhibit A: Scope of Services
Exhibit B: Description of Premises
Section 7.08. Force Majeure. Halvorson Trane shall not be considered to be in default hereunder when a
failure of performance is due to an Event of Force Majeure. An "Event of Force Majeure" shall mean any cause
beyond the control of Halvorson Trane. Without limiting the foregoing, "Event of Force Majeure" includes: acts of God;
acts of the public enemy; flood, earthquake, tomado, storm, fire; civil disobedience, labor disputes, labor or material
shortages, or sabotage; restraint by court order or public authority (whether valid or invalid), and action or non -action
by or inability to obtain or keep in force the necessary govemmental authorizations, permits, licenses, certificates or
approvals if not caused by the fault of Halvorson Trane. If Halvorson Trane is rendered unable to fulfill any of its
obligations under this Agreement by reason of an Event of Force Majeure, it shall give prompt written notice of such
fact to Customer and Halvorson Trane's obligations shall be suspended until removal of the Event of Force Majeure.
Section 7.09. Signatures in Counterpart. This Agreement may be executed in several counterparts, each
of which when executed shall be deemed to be an original, but all together shall constitute but one and the same
Agreement. A facsimile copy hereof shall suffice as an original.
Section 7.10. Severability. If any term or conditions of this Agreement is invalid, illegal or incapable of being
enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and
effect so long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner
adverse to any party hereto. Upon any such determination of invalidity, illegality or unenforceability, the parties hereto
shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as
possible in an acceptable manner, to the end that the transactions contemplated by this Agreement are consummated
to the extent possible.
This Document Constitutes The Confidential and Proprietary Property Of Halvorson Trane. TumkeyAgmt
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Turnkey Agreement
Section 7.11. Bonds. In no event shall the Performance and Payment bonds cover any energy savings
guarantees. Additionally, the bonds shall not cover any warranties beyond one year from completion of the
installation.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have each executed this
Agreement, effective as of the date first above written.
Halvorson Trane
By:
( ignatu )
(,a 5-e
Printed ame)
Title: jes tEnrj14✓1Pe f
Date: l2-/ 20/Z010
By:
Title:
Date:
(Printed Name)
This Document Constitutes The Confidential and Proprietary Property Of Halvorson Trane.
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Tumkey Agmt
1
TIR'
Turnkey Agreement
EXHIBIT A
Scope of Services
Halt/mon name
Building Comfort Solutions
PROPOSAL
DATE: November 23, 2010
CUSTOMER: City of Waterloo
2220 NW 108th St., Clive, IA 50325
Phone: 515-270-0004 Fax: 515-270-3835
AND
1129 Wenig Road NE, Cedar Rapids, IA 52402
Phone: 319-398-5787 Fax: 319-866-6120
RE: Smart Controls for City Buildings
Halvorson Trane is pleased to provide the enclosed proposal for your review and approval.
Library DDC System Retrofit/Uparade
Item
Qty
Descri tion
Al
1
DIRECT DIGITAL CONTROL SYSTEM — LIBRARY DDC UPGRADE
Materials
• (1) JACE 6 Controller with N2 communications driver & Modbus Communications Driver
• (1) XT Point Expansion for existing Boiler Room DX -9100
• (5) Pipe temperature sensors for heating water supply and retum temperatures
• (4) Current Sensors for Pump Status
• (4) Relays for Pump Start/Stop
• (1) Electronic 3 -way modulating HW control valve to replace existing pneumatic valve
• (2) Water Detector Sensors for Sewage and Elevator pits
• (1) Photo -Sensitive Resistor and (1) Relay for Outdoor Security Lighting control
• (1) Communication card for existing MultiStack Chiller (cost of this card is $3,500.00)
• (11) Electronic Damper Actuators to replace existing OA/RA, and relief air damper actuators
• (4) Electronic 3 -way modulating CW control valve to replace existing pneumatic valves on AHU-1, 2, 3, and 4
• (1) Electronic 3 -way modulating HW control valve to replace existing pneumatic valve on AHU-4
• (4) Low Limit Thermostat (Manual Reset) Freezestats for AHU-1, 2, 3, and 4
• (13) Temperature Sensors for RAT, MAT, and DAT on AHU-1, 2, 3, and 4.
• (8) Zone Damper Actuators and (8) Zone Temperature Sensors w/ setpoint adj. and on/cancel buttons.
• (3) Duct Mounted Retum Air Humidity Sensor for AHU-1, 2, and AHU-4
• (1) Replacement Chilled Water Coil for AHU-4
Labor
• Installation of JACE 6 Controller and connection to existing N2 communication network.
• Controller installation, termination & wiring including communication wiring, low voltage wiring, conduit,
hangers, supports, and mounting hardware.
• Installation of electronic damper actuators, temperature sensors, humidity sensors, relays, current
transducers, freezestats, water detectors, and photoeye to existing DX -9100 controllers.
• Installation of (1) new XT point expansion module for mechanical room.
• Qualified Mechanical Subcontractor in replace existing pneumatic valves and chilled water coil including
system drain down, piping modifications, valve & coil installations, refilling, and venting.
• Integration of new Sage boiler controller using Modbus RTU communication protocol.
• Installation of communications card on MultiStack chiller and integration of chiller controller. (unless deduct is
accepted)
• Engineering review and submittals
This Document Constitutes The Confidential and Proprietary Property f Halvorson "crane. TumkeyAgmt
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Turnkey Agreement
• System Programming and System Graphics
• Checkout, Commissioning and Temperature Control System Start -Up
Library DDC System Retrofit/Upgrade
Temperature Controls Pricing (Sales Tax Exempt) — Items Al: $ 60,520.00 V
Upgrade of BAS Network for Niagara AX Web -Based System - Updates to 5 Sullivan Brothers,
Center for the Arts
Item
Qty
Description
A2
1
DIRECT DIGITAL CONTROL SYSTEM — Upgrade of Network for Niagara AX
Web -Based System
Materials
• (1) Niagara AX Web Supervisor
• (1) Dell T610 Server with the following specs:
Primary Processor: Intel® Xeon® E5620 2.4Ghz, 12M Cache, Turbo, HT, 1066MHz Max
Memory: 4GB Memory (4x1GB), 1333MHz
Operating System: Windows Server®2008SP2, Standard Edition
Hard Drive Configuration: RAID 5
4 Hard Drives: 146GB 10K RPM Serial Attach SCSI 6Gbps 2.5in Hotplug Hard Drive
Internal Optical Drive: DVD+/ -RW ROM, SA TA, Internal DVDRW
Embedded NIC Ports: Embedded Broadcom® NetXtreme 115709 Gigabit Ethernet
Hardware Support Services: 3 Year ProSupport and NBD On-site Service
• (1) JACE 6 Controller with N2 communications driver for 5 Sullivan Brothers Center
• (1) JACE 6 Controller with N2 communications driver & Modbus Communications Driver for Center for the Arts
Labor
• Installation of Niagara AX web supervisor software on new server
• Demo/removal of JCI NAE controller at 5 Sullivan Brothers
• JACE 6 Controller installation, termination & wiring including communication wiring, low voltage wiring, conduit,
hangers, supports, and mounting hardware.
• Integration of existing JCI N2 network at 5 Sullivan Brothers into new JACE 6 controller.
• Demo/removal of JCI NAE controller at Center for the Arts
• JACE 6 Controller installation, termination & wiring including communication wiring, low voltage wiring, conduit,
hangers, supports, and mounting hardware.
• Integration of existing JCI N2 network at 5 Sullivan Brothers into new JACE 6 controller.
• Integration of the existing Modbus chiller controller at Center for the Arts into new JACE 6 controller.
• Engineering review and submittals
• System Programming and System Graphics
• Checkout, Commissioning and Temperature Control System Start -Up
Upgrade of BAS Network for Niagara AX Web -Based System
Temperature Controls Pricing (Sales Tax Exempt) — Items A2: $ 41,700.00 V
Deduct $ 3,500.00 if no Dell T610 server is provided and owner provides adequate server.
ITEM A3 IS PENDING
Libra ry VAV box DDC Retrofit Add Alternate
Item
Qty
Description
A3
40
DIRECT DIGITAL CONTROL SYSTEM— Library VAV box DDC Retrofit
Library Add Alternate
• DDC Retrofit for (40) existing pneumatic VAV boxes at Waterloo Public Library
This Document Constitutes The Confidential and Proprietary Property Of Halvorson Trane.
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Tumkey Agmt
G. nRANE
Turnkey Agreement
• Direct Digital Controller w/ electronic actuator (Retrofit)
• Zone sensor with setpoint adjustment dial and on/cancel button
• Electronic 3 -way modulating HW zone valve
• 24 VAC transformers as required
• Communication wiring
• Building automation system installation, termination & wiring including communication wiring, low voltage
wiring, conduit, hangers, supports, and mounting hardware.
• System Programming and System Graphics
• Checkout, Commissioning and Temperature Control System Start -Up
Library VAV box DDC r' etrofit for (40) VAV boxes
Temperature Controls Pricin • (Sales Tax Exempt) — A3 $ 54,200.00
City Hall DDC Upgrade
Item
Qty
Description
B1
1
DIRECT DIGITAL CONTROL SYSTEM — City Hall DDC Upgrade
Materials
• (1) JACE 6 Controller with N2 communications driver & Modbus Communications Driver
• (1) Communication card for existing MultiStack Chiller (cost of this card is $3,500.00)
Labor
• Demo/Removal of existing NCM300 controller
• Installation of JACE 6 Controller and connection to existing N2 communication network.
• Controller installation, termination & wiring including communication wiring, low voltage wiring, conduit,
hangers, supports, and mounting hardware.
• Installation of communications card on MultiStack chiller and integration of chiller controller.
• Interface with existing generator switch gear and monitor available I/O points
• Engineering review and submittals
• System Programming and System Graphics
• Checkout, Commissioning and Temperature Control System Start -Up
City Hall DDC Upgrade
ii
Temperature Controls Pricing (Sales Tax Exempt) — Items B1: $ 21,110.00 V
Camegie Buildin
Item
Qty
Description
C1
1
DIRECT DIGITAL CONTROL SYSTEM — Camegie Building DDC Upgrade
Materials
• (1) JACE 2 Controller w/ enclosure
• (3) Remote Programmable Controllers for AHUs and Boilers
• (4) Pipe temperature sensors for heating water supply and retum temperatures
• (2) Current Sensors for Pump Status
• (2) Relays for Pump Start/Stop
• (2) Electronic OA/RA Damper Actuators
• (2) Low Limit Thermostat (Manual Reset) Freezestats for AHU-1, 2
• (6) Temperature Sensors for RAT, MAT, and DAT on AHU-1, 2
Labor
• Installation of JACE 2 Controller
This Document Constitutes The Confidential and Proprietary Property Of Halvorson Trane. TumkeyAgmt
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• Controller installation, termination & wiring including communication wiring, low voltage wiring, conduit,
hangers, supports, and mounting hardware.
• Installation of electronic damper actuators, temperature sensors, relays, current transducers, freezestats.
• Engineering review and submittals
• System Programming and System Graphics
• Checkout, Commissioning and Temperature Control System Start -Up
Temperature Controls Pricing (Sales Tax Exempt) — Items C1: $ 10,830.00
Additional Notes:
1. This bid acknowledges the plans & specification memorandum sent October 19th, 2010,
Addenda #1, #2, and #3, as well as the walkthrough performed during the pre-bid meeting on
October 29th, 2010.
2. Work will be performed during regular business hours (7:30 AM — 4:30 PM)
3. Overtime may be required to meet project schedule, but will not increase the project price.
4. Fire Dampers or control of fire dampers is not included.
5. External Internet connection to City network provided by owner.
6. Controls other than those listed in this proposal are not included.
7. Owner Training will be provided as specified.
8. Davis -Bacon Act and DOL wage requirements are included.
9. A payment/performance bond will be supplied for the total bid price if we are awarded the
project.
10. All new materials and labor will be covered by a 12 -month warranty, starting from the date of
final acceptance of work. See "Workmanship and Equipment Warranty" section of the
Contract Terms and Conditions below.
11. Halvorson Trane intends to be substantially complete with the project on or before March 1st,
2011.
Pricing Summary
Total Contract Price (Items Al, A2, B1, and C1)
Contract Price (Sales Tax Exempt) — Items Al, A2, B1, C1: $ 134,160.00
Per Addendum #2: Service Labor Rates for Years 2 & 3
Service Labor Rates:
Service Labor Rate for Year 2: $ 104.00 / HR
Service Labor Rate for Year 3: $ 109.00 / HR
This Document Constitutes The Confidential and Proprietary Properly Of Halvorson Trane. TumkeyAgmt
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TRr [IT Turnkey Agreement
EXHIBIT B
Description of Project
The Project is described as follows:
See attached request for proposal and addenda 1, 2, and 3.
This Document Constitutes The Confidential and Proprietary Property Of Halvorson Trane. TumkeyAgmt
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