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Service Solicited - 2023 - Harris Company - Direct Digital Control & Building Automation System Preventative Maintenance Agreement JUI HARRIS n Eagle City Hall Direct Digital Control& Building Automation System Preventative Maintenance Agreement Date: THE CITY OF 12/19/2022 EAGLE Proposal Number: P02243 Life, Done Right. Prepared for: Eagle City Hall 660 East Civic Lane Eagle,Idaho 83616 Prepared by: Edward Rebman erebman@harriscompany.com W ' . . • � ' • • W ' . • ' ©All Rights Reserved Confidential and Proprietary:May not be disclosed to any third party without written consent JUIHARRIS M . E MAI NTENANCE AGREEMENT FOR ENVIRONMENTAL SYSTEMS Company Proposal Date: 12/19/2022 Harris Proposal Number: P02243 Agreement Number: Ph: Fax: Bill To Identity A reement Location Eagle City Hall Eagle City Hall 660 East Civic Lane 660 East Civic Lane Eagle, Idaho 83616 Eagle, Idaho 83616 Attn:Eric Ziegenfuss Attn: Eric Ziegenfuss Harris will provide the services described in the maintenance program indicated below. MAINTENANCE PROGRAM: Silver SCHEDULES: *Equipment Schedule Agreement coverage will commence on 1/l/2023 and may run for three (3) successive one (1)year terms. The Agreement price shall be: $4,640.00,payable in advanced quarterly installments of$1,160.00 for the period of 1/l/2023 - 12/31/2023 $4,780.00,payable in advanced quarterly installments of$1,195.00 for the period of l/l/2024 - 12/31/2024 $4,920.00,payable in advanced quarterly installments of$1,230.00 for the period of l/l/2025 - 12/31/2025 The agreement shall renew with the above annual pricing only if the customer delivers written notice to Harris referencing this agreement and the customer's intention to renew. Written notice of renewal must be delivered at least thirty (30)days prior to the expiration of the current annual term. Otherwise,the agreement will automatically terminate after the expiration of the current annual term. This Agreement is the property of Harris and is provided for Customer's use only. Harris guarantees the price stated in this Agreement for thirty (30)days from proposal date above. Upon execution as provided below,this Agreement, including the following pages attached hereto (collectively,the "Agreement"), shall become a binding and enforceable agreement against both parties hereto. Customer, by execution of this Agreement, acknowledges that it has reviewed and understands the attached terms and conditions and has the authority to enter into this Agreement. Company f1� C stomer e.t r,.S Md{/K!-1 rY� WIPs/� LL C Signature-Sales Consultant §igQ tur (Authorize resentative) oasor� GrCt- Accepted for Company by:fignature � N (P int) Com,%rd at /ot— Name&Title Title 01 / l 7/ZoZ3 Date/Phone/Fax Date l ho nd,8 211 JUIHARRIS. . . Inventory of Equipment Qty Equipment Manufacturer Model Serial# Rating Location Area Served Building Tridium 1 Automation Honeywell Niagara System Tasking Quarterly Service. We will perform four (4) onsite visits per fiscal year. Scope of work as follows: • System optimization - o Control system optimization includes but is not limited to the following: Running trends to make sure set point values are being met according to design specifications. Identifying and documenting any control and or mechanical system that are discovered to be out of design variance. List of design variance from tending logs will be used for system loop tuning. • Control Loop Tuning • Software and Firmware Analysis • Onsite Database Backups • Alarms • Go through Alarm Log and investigate why alarm was recorded • Verify each alarm works properly and have been logged • Verify Wire Terminals Are Tight on Control Panels • Check Reports for Bus Communication Problems • Sensor Calibration • Verification of Damper and Valve operation • Implement Energy Saving Ideas. 3 '- JUI HARRIS REM�RReRLF VFOOIE.REMI1RRt,RLl RlfULTR. Silver Terms and Conditions 1.Customer shall permit Service Provider free and timely access to areas and equipment,and allow Service Provider to start and stop the equipment as necessary to perform required services.All planned work under this Agreement will be performed during the Service Provider's normal working hours. 2.In case of any failure to perform its obligations under this Agreement,Service Provider's liability is limited to repair or replacement at its option and such repair or replacement shall be Customer's sole remedy.This warranty is conditioned upon proper operation and maintenance by Customer and shall not apply if the failure is caused or contributed to by accident,alteration,abuse or misuse,and shall not extend beyond the term of this Agreement. 3.The annual Agreement price is conditioned upon the system(s)covered being in a maintainable condition.If the initial inspection or initial seasonal start-up indicates repairs are required,a firm quotation will be submitted for Customer's approval.Should Customer not authorize the repairs,Service Provider may either remove the unacceptable system(s)component(s)or part(s)from its scope of responsibility and adjust the annual Agreement price accordingly or cancel this Agreement. 4.The annual Agreement price is subject to adjustment on each commencement anniversary to reflect increases in labor,material and other costs. 5.Customer shall be responsible for all taxes applicable to the services and/or materials hereunder. 6.Customer will promptly pay invoices within thirty(30)days of receipt. Should a payment become thirty(30)days or more delinquent,Service Provider may stop all work under this Agreement without notice and/or cancel this Agreement,and the entire Agreement amount shall become due and payable immediately upon demand. 7.Excluded from this Agreement,unless otherwise stated herein,is main power to the equipment disconnect,equipment structural supports,oil storage tanks and cleaning interior of system(s)ductwork. 8.Any alteration to,or deviation from,this Agreement involving extra work,cost of materials or labor will become an extra charge (fixed price amount to be negotiated or on a time-and-material basis at Service Provider's rates then in effect)over the sum stated in this Agreement. 9.Service Provider will not be required to move,replace or alter any part of the building structure in the performance of this Agreement. 10.This Agreement does not include responsibility for the design of the system,loss of refrigerant,safety test,and valve bodies other than those associated with equipment listed on Schedule 1,repair or replacement necessitated by freezing weather,electrical power failure,low voltage,burned-out main or branch fuses,low water pressure,vandalism,misuse or abuse of the system(s),negligence of others(including Customer),failure of Customer to properly operate the system(s)requirements of governmental regulatory or insurance agencies,or other causes beyond control of Service Provider. 11.If a trouble call is made at Customer's request and inspection indicates a condition which is not covered under this Agreement, Service Provider may charge Customer at the rate then in effect for such services. 4 1 Page JUI HARRIS n NL 12.Customer shall permit only Service Provider's personnel or agent to perform the work included in the scope of this Agreement. Should anyone other than Service Provider's personnel perform such work,Service Provider may,at its option,cancel this Agreement or eliminate the involved item of equipment from inclusion on this Agreement. 13.In the event Service Provider must commence legal action in order to recover any amount payable or owed to Service Provider under this Agreement,Customer shall pay Service Provider all court costs and attorneys'fees incurred by Service Provider. 14.Any legal action against the Service Provider relating to this Agreement,or the breach thereof,shall be commenced within one(1) year from the date of the work. 15.Service Provider shall not be liable for any delay,loss,damage or detention caused by unavailability of machinery,equipment or materials,delay of carriers,strikes,including those by Service Provider's employees,lockouts,civil or military authority,priority regulations,insurrection or riot,action of the elements,forces of nature,or by any cause beyond its control. 16.Customer shall make available to Service Provider's personnel all pertinent Safety Data Sheets(SDS)pursuant to OSHA'S Hazard Communication Standard Regulations. 17.Service Provider expressly disclaims any and all responsibility and liability for the indoor air quality of the customer's facility, including without limitation injury or illness to occupants of the facility or third parties,arising out of or in connection with the Service Provider's work under this agreement. 18.Service Provider's obligation under this proposal and any subsequent contract does not include the identification,abatement or removal of asbestos or any other toxic or hazardous substances,hazardous wastes or hazardous materials.In the event such substances,wastes and materials are encountered,Service Provider's sole obligation will be to notify the Owner of their existence. Service Provider shall have the right thereafter to suspend its work until such substances,wastes or materials and the resultant hazards are removed.The time for completion of the work shall be extended to the extent caused by the suspension and the contract price equitably adjusted. 19.To the fullest extent permitted by law,Customer shall indemnify and hold harmless Service Provider,its agent and employees from and against all claims,damages,losses and expenses(including but not limited to attorneys'fees)arising out of or resulting from the performance of work hereunder,provided that such claim,damage,loss or expense is caused in whole or in part by an active or passive act or omission of Customer,anyone directly or indirectly employed by Customer,or anyone for whose acts Customer may be liable,regardless of whether it is caused in part by the negligence of Service Provider.Further and notwithstanding the preceding sentence,Service Provider shall be held harmless and shall not be liable to Customer for any claims,liabilities,damages,losses and expenses related to mold or the creation of mold at Customer's location(s)and shall have no obligation to treat,identify or remove such mold. 20.UNDER NO CIRCUMSTANCES,WHETHER ARISING IN CONTRACT,TORT(INCLUDING NEGLIGENCE),EQUITY OR OTHERWISE,WILL SERVICE PROVIDER BE RESPONSIBLE FOR LOSS OF USE,LOSS OF PROFIT, INCREASED OPERATING OR MAINTENANCE EXPENSES, CLAIMS OF CUSTOMER'S TENANTS OR CLIENTS,OR ANY SPECIAL,INDIRECT OR CONSEQUENTIAL DAMAGES 5 1 Page