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Service Solicited - 2024 - Harris Mountain West - HVAC Maintenance ProgrammingIA HARRIS Q-07825 Agreement Location Harris Mountain West, LLC 106 East 35th Street Garden City, ID 83714 CITY OF EAGLE CITY HALL 660 E Civic LN Eagle, ID 83616 Eagle Senior Center 312 E State St Eagle, ID 83616 WE ARE PLEASED TO SUBMIT OUR PROPOSAL TO PERFORM THE FOLLOWING: Harris - Mt. West proposes to provide the labor and material necessary to tie one (1) RTU and (1) split system into the Building Automation System at the Eagle Senior Center. Cost includes the following: • Installation of two (2) Distech ECY stats Programming of the two stats to operate the equipment and set up customer's remote access Start up and verification of operation EXCLUSIONS: • Access to and the use of the customer's existing IT network • Costs for expediting critical materials • Work outside of proposed scope related or not to existing conditions • Premium pay for afterhours and weekend or holiday labor not already outlined as part of this proposal • Additional labor due to customer originated rescheduling or delays • Electrical modifications, upgrades, and low voltage electrical not already outlined as part of this proposal • Fire. life, and safety • Sheetrock removal, installation, repair, or disposal • Cutting, patching, and painting • Repairs to existing equipment that is intended to remain • Warranty on any parts/materials not supplied by Harris Company as part of this Proposal OUR PRICE FOR THIS PROPOSAL IS EXPIRES ON: 12/13/2024 PAYMENT TERMS: Net 30 $4,734.00 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. Customer Signature (Authorized Representative) FAL)Atd 12 F , o•tA Name (Print /Type) Ze g_ 6-79 -g Q ‘o 0i0, 73J-6s'/3 Phone lZrZ/ ZM Date Tgnature (Authorized Representative) Er, t 41l' Name (Print / Type) j Title Date 1 PO# Page 1 of 3 (n) HARRIS Q-07825 Project Agreement Terms and Conditions The following terms and conditions are incorporated into and a part of the agreement between Contractor and Customer (the "Agreement"): 1. Customer shall permit Contractor free and timely access to areas and equipment and allow Contractor to start and stop the equipment as necessary to perform required services. All planned work under this Agreement will be performed during the Contractor's normal working hours. 2. Contractor warrants that the workmanship hereunder shall be free from defects for thirty (30) days from date of installation. If any replacement part or item of equipment proves defective, Contractor will extend to Customer the benefits of any warranty Contractor has received from the manufacturer. Removal and reinstallation of any equipment or materials repaired or replaced under a manufacturer's warranty will be at Customer's expense and at the rates in effect CONTRACTOR MAKES NO OTHER WARRANTIES, EXCEPT AS DESCRIBED HEREIN, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. 3. Contractor may invoice Customer on a monthly basis. Customer will promptly pay invoices within thirty (30) days of receipt. Should a payment become thirty (30) days or more delinquent, Contractor 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 without notice or demand. In addition, if Contractor does not receive payment of a properly submitted invoice within thirty (30) days, Customer shall accrue a late charge on the balance outstanding at the lesser of (a) 1 1/2% per month of (b) the highest rate allowed by law, in each case compounded monthly to the extent allowed by law. 4. 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 -materials basis at Contractor's rates then in effect) over the sum stated in this Agreement. 5. In the event Contractor must commence legal action in order to recover any amount payable or owed to Contractor under this Agreement, Customer shall pay Contractor all court costs and attomeys' fees incurred by Contractor. 6. In the event of a breach by Contractor of the terms of this Agreement, including without limitation Section 2, or in the event Customer incurs any liability in connection with the rendering of services by Contractor, Customer's sole remedy against Contractor shall be for Contractor to re -perform the services in accordance with the warranty or, if such services cannot be re -performed or such re - performance does not cure the breach or the liability, to refund to Customer the amount paid to Contractor under this Agreement, up to Customer's direct damages caused by such breach or liability. Notwithstanding the foregoing, in no event shall the liability of Contractor in connection with any products or services, whether by reason of breach of contract, tort (including without limitation negligence), statute or otherwise exceed the amount of fees paid by Customer to Contractor for those products or services. Further, in no event shall Contractor have any liability for loss of profits, loss of business, indirect, incidental, consequential, special, punitive, indirect or exemplary damages, even if Contractor has been advised of the possibility of such damages. In furtherance and not in limitation of the foregoing, Contractor shall not be liable in respect of any decisions made by Customer as a result of Contractor's services. Any action, regardless of form, .against the Contractor relating to this Agreement, or the breach thereof, must be commenced within one (1) year from the date of the work. 7. Contractor shall not be liable for any delay, loss, damage or detention caused by acts or circumstances beyond its control including, without limitation, unavailability of machinery, equipment or materials, delay of carriers, strikes, including those by Contractor's employees, lockouts, civil or military authority, priority regulations, insurrection or riot, war, acts of terrorism, action of the elements, forces of nature, or by any cause beyond its control. 8. To the fullest extent permitted by law, Customer shall indemnify and hold harmless Contractor, its agent and employees from and against all claims, liabilities, damages, losses and expenses (including but not limited to attorneys' fees) arising out of or resulting from the performance of work hereunder or any act or omission arising out of or related to this Agreement, 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 party by the negligence of Contractor. Further, and notwithstanding the preceding sentence, Contractor shall be held harmless and shall not be liable to Customer for any claims, liabilities, damages, losses and expenses related to mold or to the creation of mold at Customer's location(s) and shall have no obligation to treat, identify or remove such mold. 9. Customer shall make available to Contractor's personnel all pertinent Material Safety Data Sheets (MSDS) pursuant to OSHA'S Hazard Communication Standard Regulations. 10. Contractor's obligation under this proposal and any subsequent contract does not include the identification, abatement or removal of asbestos, mold or any other toxic or hazardous substances, hazardous wastes or hazardous materials. In the event such substances, wastes and materials are encountered, Contractor's 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. As previously provided, Contractor shall be held harmless and shall not be liable for any claims, liabilities, damages, losses and expenses related to such substances, wastes and materials, including the failure to identify or notify Customer of such substances, wastes and materials. 11. This Agreement is between Contractor and Customer alone, and neither intends that there be any third -party beneficiaries to this Agreement. Without limiting the generality of the foregoing, by entering into this Agreement and providing services on Customer's behalf, Contractor is not assuming any duty or obligation to any of Customer's employees, vendors, clients, subcontractors, agents, shareholders, partners or members. Customer agrees to indemnify and hold Contractor harmless from and against any and all liabilities, losses, claims, costs, expenses and damages (including without limitation reasonable attorneys' fees) incurred by Contractor by reason of a claim brought against Contractor by any of Customer's employees, vendors, clients, subcontractors, agents, shareholders, partners or members with respect to the services provided by Contractor on Customer's behalf. Page 2 of 3 HARRIS Q-07825 12. Each of the parties hereto is an independent contractor and neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or present itself, directly or indirectly, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. 13. These terms and conditions, together with the attached documents, constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. it sets forth the terms for the provision of any products or services Contractor may provide Customer, whether in connection with the particular engagement that is identified as the subject of this Agreement or otherwise, unless and until a written instrument is signed by an authorized representative of Contractor agreeing to different terms. This Agreement shall not be assignable by Customer and Contractor without the express prior written consent of either party. This Agreement shall be governed by and construed in accordance with the laws of the State of the Contractor's headquarters are located, without giving effect to that State's conflicts of laws principles. 14. If paying with credit card a 3% surcharge will be added to total project price. Page 3 of 3