HomeMy WebLinkAboutContract 50113 CITY SECRETARY
CONTRACT N0. 'Oki-
VENDOR SERVICES AGREEMENT
Ingersoll Rand Company
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City" or"Buyer"), a Texas home rule municipal corporation,
acting by and through Jay Chapa,its duly authorized Assistant City Manager,and Ingersoll Rand Company
("Vendor"or"Seller"),and acting by and through Mont Wilkes,its duly authorized General Manager,each
individually referred to as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Vendor's Proposal
5. Exhibit D-Verification of Signature Authority Form.
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C,or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor shall provide and ship to City an H300 125 PSI (300 HP) Oil Free Rotary Screw Air
Compressor, HC-300 Top Level Dryer,and Commissioning and Tuning Services. in accordance with the
Scope of Services. Exhibit"A,"- Scope of Services more specifically describes the services and products
to be provided hereunder.
2. TERM.
This Agreement shall begin on the date the Agreement is fully executed by both Parties("Effective
Date")and shall expire on July 31,2018("Expiration Date"), unless terminated earlier in accordance with
this Agreement("Initial Term").
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—Price
Schedule. Total payment made under this Agreement by City shall be in an amount not to exceed Three
Hundred Forty-One Thousand Dollars ($341,000.00). This amount shall include all fees, costs, and
expenses, including shipping. Vendor shall not perform any additional services or products or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services.City shall not be liable for any additional costs or expenses of Vendor in
excess of Three Hundred Forty-One Thousand Dollars ($341,000.00),unless City first approves such
expenses in writing. Vendor shall be paid in accordance with the schedule included in Exhibit`B."
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4. TERMINATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.
(a)Terminated by the City:In the event that this Agreement is terminated by the City prior
to the Expiration Date under section 4.1,City shall pay Vendor for services actually rendered up to
the effective date of termination, including the cancellation charges set forth in Exhibit A, and
Vendor shall continue to provide City with services requested by City and in accordance with this
Agreement up to the effective date of termination.
(b)Terminated by the Vendor:In the event that this Agreement is terminated by the Vendor
prior to the Expiration Date under section 4.1,Vendor will refund all charges the City has paid up
to the effective date of termination within thirty days of termination.
(c) Upon termination of this Agreement for any reason, Vendor shall provide City with
copies of all completed or partially completed documents prepared under this Agreement. In the
event Vendor has received access to City Information or data as a requirement to perform services
hereunder,Vendor shall return all City provided data to City in a machine readable format or other
format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City("City Information")as confidential and shall not
disclose any such information to a third party without the prior written approval of City. Vendor
recognizes that any information submitted to the City of Fort Worth(the"City")may be requested by a
member of the public under the Texas Public Information Act.See TEX.GOV'T CODE ANN. §§
552.002,552.128(c)(West Supp.2006).If the City receives a request for a Seller's proprietary
information,the Seller listed in the request will be notified and given an opportunity to make arguments
to the Texas Attorney General's Office(the"AG")regarding reasons the Seller believes that its
information may not lawfully be released.If Seller does not make arguments or the AG rejects the
arguments Seller makes,Seller's information will be released without penalty to the City.
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5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify,delete or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall,in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and sub
Vendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City,
its officers,agents,servants and employees,and Vendor,its officers,agents,employees,servants,Vendors
and sub Vendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
sub Vendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or sub Vendor of
Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or sub Vendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL THIRD PARTY PROPERTY LOSS, THIRD PARTY PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENTACT(S) OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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8.2 GENERAL INDEMNIFICATION-VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINST ANYAND ALL THIRD PARTY CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESSAND
ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY
AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay,at its own cost and expense,any claim or action against City for infringement of any
patent, copyright, trade mark,trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement,City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
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9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
I0.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
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agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Foil Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal,state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. if City notifies Vendor of any violation of such laws,ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor,for itself, its personal representatives,assigns,sub Vendors and successors in interest,as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
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on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUB VENDORS OR SUCCESSORS IN INTEREST, VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested,addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Ingersoll Rand Company.
Property Management Dept. Mont Wilkes District General Manager
900 Monroe,suite 400 4310 Adler Drive, Ste. 200
Fort Worth,Texas 76102 Dallas,Texas 75211
Attn: Lease Management - Alliance Maintenance Facsimile:(214)876-5175
Facility
With copies to:
Fort Worth City Attorney's Office
200 Texas Street
Fort Worth,Texas 76102
Hillwood Properties
13600 Heritage Parkway, Suite 200
Fort Worth,Texas 76177
Attn. Barney Herl, Property Manager - Alliance
Maintenance Facility
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
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16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise reasonable commercial efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
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23. ENTIRETY OF AGREEMENT.
This Agreement, including all exhibits, is intended by the parties as a final expression of their
agreement and is intended also as a complete and exclusive statement of the terms of their agreement.No
course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain
any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or
acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term
defined by the Uniform Commercial Code(UCC)is used in this Agreement,the definition contained in the
UCC shall control. This agreement takes place of any previously submitted terms and conditions and all
prior terms and conditions submitted by buyer or seller are expressly superseded by this agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
25.1 No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials,supplies or services,except on behalf of Buyer as an officer or employee.Any willful violation
of this section shall constitute malfeasance in office,and any officer or employee found guilty thereof shall
thereby forfeit his office or position.Any violation of this section with the knowledge,expressed or implied,
of the person or corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council.(Chapter XXVII,Section 16,City of Fort Worth Charter)
25.2 ORDERS: No employees of the Buyer or its officers, agents, servants, vendors or
subvendors who act on behalf of various City departments,bodies or agencies are authorized to place orders
for goods and/or services without providing approved contract numbers,purchase order numbers,or release
numbers issued by the Buyer.The only exceptions are Purchasing Card orders and emergencies pursuant
to Texas Local Government Code Section 252.022(a)(1),(2),or(3).In the case of emergencies,the Buyer's
Purchasing Division will place such orders.
25.3 Acceptance of an order and delivery on the part of the Seller without an approved contract
number,purchase order number,or release number issued by the Buyer may result in rejection of delivery,
return of goods at the Seller's cost and/or non-payment.
26.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice.Each shipping container,
shall be clearly and permanently marked as follows:(a) Seller's name and address: (b)Consignee's name,
address and purchase order or purchase change order number; (c) Container number and total number of
containers,e.g., box I of 4 boxes; and(d)Number of the container bearing the packing slip. Seller shall
bear the cost of packaging unless otherwise provided.
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Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of
common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive
on shipments not accompanied by packing lists.
27.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
28.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes
physical possession of the goods at the facility located at Alliance Maintenance Facility, Central Utility
Plant,2000 Eagle Parkway,Fort Worth,Texas 76177 and after inspection and acceptance of the goods by
Buyer.Buyer shall complete its inspection and notify the Seller of its acceptance or rejection of the goods
within two business days of delivery.
29.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B.Destination,Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the
amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms do
not include transportation costs; provided, Buyer shall have the right to designate what method of
transportation shall be used to ship the goods.
30.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the"Ship to"block of the purchase order,purchase change
order,or release order.This shall be the same address referenced in Section 28 of this Agreement.
31.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them.Seller shall be
responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the
specifications.
32. INVOICES
32.1 Seller shall submit separate invoices in duplicate,on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or
purchase change order number.Invoices shall be itemized and transportation charges,
if any,shall be listed separately. A copy of the bill of lading and the freight waybill,
when applicable,should be attached to the invoice.Seller shall mail or deliver invoices
to Buyer's Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled"Ship to."Payment shall not be made
until the above instruments have been submitted after delivery and acceptance of the
goods and/or services.
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32.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
33. PRICE WARRANTY
Seller warrants that no person or selling agency has been employed or retained to solicit or secure
this contract upon an agreement or understanding for commission,percentage,brokerage or contingent fee,
excepting employees of an established commercial or selling agency that is maintained by Seller for the
purpose of securing business.For breach or violation of this warranty,Buyer shall have the right,in addition
to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and
to deduct from the contract price such commission percentage,brokerage or contingent fee,or otherwise to
recover the full amount thereof.
34.0 PRODUCT AND SERVICES WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform
to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s)
furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and
descriptions,the specifications included in the Seller's Proposals,attached hereto as Exhibit C,shall govern.
Seller warrants that its services will be of a high quality and conform to generally prevailing industry
standards.City must give written notice of any breach of this warranty within thirty(30)days from the date
that the services are completed. In such event, at Seller's option, Seller shall either(a) use commercially
reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the
fees paid by City to Seller for the nonconforming services.
The Seller warrants that the Equipment manufactured by it and delivered hereunder will be free of
defects in material and workmanship for a period of twelve months from the date of placing the Equipment
in operation or eighteen months from the date of shipment, whichever shall first occur. If Services are
provided (including parts), the warranty will be for a period of six months from the date of installation,
inclusive of transportation and installation costs if installed by the Seller or authorized distributor(or six
months from date of delivery,exclusive of transportation and installation costs if not installed by Seller),
and at its option, shall perform such services and either repair or replace such parts, provided the Buyer
promptly notifies the Seller after the discovery of the defects therein,within the warrantied period.
The Buyer shall be obligated to promptly report any failure to conform to this warranty,in writing
to the Seller within said period, whereupon the Seller shall at its option correct such nonconformity, by
suitable repair to such Equipment or furnish a replacement part provided the Buyer has stored, installed,
maintained, and operated such Equipment in accordance with good industry practices and has complied
with specific recommendations of the Seller.
The effects of corrosion,erosion,and normal wear and tear are specifically excluded. Performance
warranties are limited to those specifically stated within the Seller's proposal, and the Seller's obligation
for meeting such performance warranties shall be to correct in the manner and for the period of time
provided above. THE SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY
KIND WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT THAT OF TITLE, AND ALL IMPLIED
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WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
HEREBY DISCLAIMED.
Seller reserves the right to take possession of or direct Buyer to return any replaced parts, which
shall become Seller's property. Any cost of return shall be borne by Seller. Accessories or equipment
furnished by the Seller,but manufactured by others,shall carry whatever warranty the manufacturers have
conveyed to the Seller and which can be passed on to the Buyer,so long as the Buyer is provided warranty
information prior to the accessory or equipment being used. In the event that the accessory or equipment
does not have a manufacturer's warranty,the Seller shall warranty the item for a period agreed upon by the
Parties in writing.Absent a written agreement,the period shall be for one year.
This warranty shall not apply to any component which Buyer directs Seller to use in or add to the
Equipment,and which would not otherwise be used or added by the Seller. The Seller shall not be liable
for any repairs,replacements,or adjustments to the Equipment or any costs of labor performed by the Buyer
or others without the Seller's prior written approval. Seller can commence a cure within five days and
complete the fix within a reasonable amount of time. If the Seller cannot commence a cure or complete
repairs within a reasonable amount of time, Buyer shall be able to procure repair services and Seller shall
reimburse Buyer for any and all associated costs of repair on warrantied items or services.
Correction by the Seller of nonconformities whether patent or latent, in the manner and for the
period of time provided above shall constitute fulfillment of all liabilities of the Seller for such
nonconformities,with respect to or arising out of such Equipment. The Buyer shall not operate Equipment,
which is known to be defective,and any such use of Equipment will be at the Buyer's sole risk and liability.
35.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S.Department of Labor under the Occupational Safety and Health Act(OSHA)of 1970,as amended. In
the event the product does not conform to OSHA standards,Buyer may return the product for correction or
replacement at Seller's expense.In the event Seller fails to make appropriate correction within a reasonable
time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made,
Seller shall refund all monies received for such goods within thirty(30)days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand delivery, or
otherwise in accordance with Section 29.0 of these terms and conditions.Failure to make such refund shall
constitute breach and cause this contract to terminate immediately.
36. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.Vendor
shall complete the Employment Eligibility Verification Form(I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees,and upon request,provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work
under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will
be performed by any employee who is not legally eligible to perform such services.Vendor shall provide
Vendor Services Agreement between the City of Fort Worth and Page 12 of 22
Ingersoll Rand Company
City with a certification letter that it has complied with the verification requirements required by this
Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations of this provision.
City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor.
37. OWNERSHIP OF WORK PRODUCT.
Except for Vendor's intellectual property,City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patents,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due,or rights of retention thereto on the part of City.
38. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
39. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact
future invoice payments.
40. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,Vendor
certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not boycott
Israel;and(2)will not boycott Israel during the term of the contract.
Vendor Services Agreement between the City of Fort Worth and Page 13 of 22
Ingersoll Rand Company
41 LIMITATION OF LIABILITY
EXCEPT FOR THIRD PARTY CLAIMS AND CLAIMS FOR PERSONAL INJURY CAUSED BY
SELLER'S NEGLIGENT PERFOMANCE OF ANY SERVICE CONTEMPLATED UNDER THIS
AGREEMENT,THE REMEDIES OF THE CITY SET FORTH HEREIN ARE EXCLUSIVE,AND THE
TOTAL CUMULATIVE LIABILITY OF THE VENDOR WITH RESPECT TO THIS CONTRACT
SHALL NOT EXCEED(1)THE PURCHASE PRICE OF THE UNIT UPON WHICH SUCH LIABILITY
IS BASED.
NEITHER PARTY NOR THEIR SUPPLIERS SHALL IN ANY EVENT BE LIABLE TO THE OTHER,
ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS CONTRACT
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,LOST PROFIT, SPECIAL OR PUNITIVE
DAMAGES ARISING OUT OF THIS CONTRACT OR ANY BREACH THEREOF.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
(Signature page follows)
Vendor Services Agreement between the City of Foil Worth and Page 14 of 22
Ingersoll Rand Company
IN W TNESS WHEREOF, he parties hereto have executed this Agreement in multiples this
_.day of 2
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: J �/
Dame: Jay Chapa
Title: Assistant City Manager
Date: / — / / 7
APPROVAL RECOMMENDED:
By:
Name: Steve Cooke
Title: Director, Property Management
Department ^
ATTEST:
By:
game: Title: �a'
tyWSecll
VENDOR:
Ingersoll Rand Company
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: ?N?4�aju-;
Nanie: Mark Brown
Title: 4' Vo 4bt /C11 O'C
APPROVED AS TO FORM AND LEGALITY:
By:
,� ORS
o: � c
.... . I,;
n�
Assistant City Attorney
T AUTHORIZATION:
required- exempted under 2-9
Venus
Schrine
By: By: r
,/Name: Mont Wilkel Name: Venus Schriner
Title: District General Manager Title: Business Manager
Date: 12/27/2017
Vendor Services Agreement between the City of Fort Worth and
Ingersoll Rand Company
Digitally signed by: Venus Schriner
ON: CN = Venus Schriner C = AD
,byte: tot 7.12.27 15:52:50-06'00'
15 of 22
OFFICIAL RECORD
afar INGINTMy
no WOWN, TX
EXHIBIT A
STATEMENT OF WORK
Ingersoll Rand
Sierra H300 125 PSI (300HP) Oil -Free Rotary Screw Air Compressor and
HC-30 Top Level Dryer
1.0 Vendor shall provide equipment, warranties, training, and commissioning of a Sierra H300 125 PSI
(300HP) Oil -Free Rotary Screw Air Compressor and HC-30 Top Level Dryer for the Central Utility
Plant at the Alliance Maintenance Facility located at 2000 Eagle Parkway, Fort Worth, Texas 76177.
1.1 Equipment Technical Information:
Capacity:
• 1398 cfm @ 100 psig (1,300)
• 1264 cfm @ 125 psig (H300)
• 1175 cfm @ 150 psig (HH300)
Maximum Operating Pressure:
• 103 psig (L300)
• 128 psig (H300)
• 153 psig (HH300)
Weight: 9965 lbs.
Connection Size: 4" ANSI Flange
Dimensions (L x W x H):
• 120" x 76" x 96" Air-cooled
• 120" x 76" x 80" Water-cooled
Sound Level:
• 79dba Air-cooled
• 76dBA Watercooled
• per CAGI-PNEUROP PN2CPTC2
Key Features & Benefits:
• ISO 8573-1:2001 Class O Air Quality
• Ultra Coolant
• Xe-Series Controller
Key Options Available:
• Power Outage Restart Option
• Low Ambient Modification
• Nema 4 Electrics
• Duplex Oil Filter
Additional Engineering Data available upon request
1.2 GENERAL CONDITIONS
Vendor Services Agreement between the City of Fort Worth and
Ingersoll Rand Company
• U1traCoat Rotor Protectant
• Sound Attenuated Enclosure
• I I5°F Ambient Rated
• Outdoor Modification
• Phase Monitor
• High Dust Filter
• Stainless Steel Oil Piping
Page 16 of 22
1.2.1 Site Survey: Vendor shall provide qualified Equipment installation personnel to
perform a site survey and work with the Central Utility Plant ("CUP") operator, TD Industries
("TDI"), to verify compatibility of the power supplies, existing equipment and make note of any
issues that may impact the installation and operation of the new compressor and dryer within the
footprint of the CUP.
1.2.2 Commissioning, Performance Testing and Staff Training: Vendor shall perform on -site
startup support, commissioning and performance testing of the Equipment. Commissioning work
shall include TDI operator training. Equipment manuals, warranty information, O&M manuals and
any other related documentation shall be provided by the Vendor prior to the Equipment delivery
and commissioning efforts.
1.3 SCHEDULE:
1.3.1 On -site survey — Vendor shall perform the on -site survey no later than 30 calendar days of
receipt of this executed agreement from the City.
1.3.2 Delivery of equipment — Vendor shall deliver the equipment to the CUP at the Alliance
Maintenance Facility at 2000 Eagle Parkway, Fort Worth, Texas 76177 no later than 16
weeks from the order date.
1.3.3 Commissioning and Training Period — Vendor shall perform on -site startup support,
commissioning, performance testing and TDI training of the equipment no later than 7
calendar days of delivery of the equipment.
1.4 TERMS OF PAYMENT:
■ City shall pay 30% of contract price upon acceptance of Purchase Order by
Vendor.
■ City shall pay 30% of the contract price8 weeks from Ingersoll Rand Acceptance
of Purchase Order
■ 40% of order value invoiced on Shipment of Equipment
All invoices are due Net 30. All payments are to be made in United States currency.
1.5 Order Cancellation by City: In the event of City's termination of a purchase order ("PO") under
section 4.1 of the agreement, the City shall pay to Company a cancellation fee in an amount equivalent to
Company's actual direct out of pocket costs incurred plus a percentage of the PO value, as outlined below,
to cover sales and administrative expenses. The percentage is based on the proportion of time which has
elapsed from the date of the Purchase Order, to the originally schedule shipment date, as follows:
Percent of time elapsed from Cancellation fee % of
PO date to scheduled ship date PO Value
0-10% 5%
11-20% 15%
21-30% 25%
31-40% 35%
Vendor Services Agreement between the City of Fort Worth and Page 17 of 22
Ingersoll Rand
41-50%
45%
51-60%
55%
61-70%
65%
71-80%
75%
81-90%
85 %
91-100%
95%
Vendor Services Agreement between the City of Fort Worth and Page 18 of 22
Ingersoll Rand
EXHIBIT B
PRICE SHEET
Sierra H300125 PSI (300HP) Oil -Free Rotary Screw Air Compressor and
HC-30 Top Level Dryer
Vendor will be compensated according to the Price Sheet attached herein for authorized product
and services provided pursuant to the scope of work (Exhibit A) and properly invoiced, not to exceed
requesting department's fund amount for the Equipment. All "Unit Price" amounts included in this
exhibit include all fees, costs, and expenses incurred by Vendor in performance under the Agreement. No
fees, costs, or expenses of any kind shall be added to unit price included in this exhibit. Maximum
number of units is a fixed amount and exceeding the maximum number of units shall not require any
additional payment from City to Vendor, unless City provides written, signed approval of the additional
units.
Vendor Quote #: 1-5NN9U2J
All amounts are displayed in USD
Product Description
Qty Unit
Extended
Sub Total
Price
Price
H300 125 PSI (300 HP) Oil Free Rotary Screw Air Compressor
1 $205,650.00
$205,650.00
$205,650.00
Water Cooled After Cooler/Oil Cooler -Copper Tubes-Std Piping
I Included
Included
Drive Motor 300 HP 460V 60 Hz Open Drip Proof (VFD Duty)
1 Included
Included
VFD Oil Piping Adds (Standard)
I Included
Included
Standard Enclosure
I Included
Included
Standard Filter
1 Included
Included
Nema 12 Electrics
1 Included
Included
Star Delta Fixed Speed Motor Starter
1 Included
Included
Star Delta Starter Wiring Decal
1 Included
Included
Xe, CD, MANUALS (MOCKSVILLE ONLY)
(ULTRA, ULTRA EL& FG)
1 Included
Included
SHEET, MSDS, ULTRA EL COOLANT ENGLISH
1 Included
Included
Phase Monitor
I Included
Included
Power Outage Restart Option
I Included
Included
Variable Frequency Drive 460V Nema 12 W/Internal Fused
Disconnect
I Included
Included
Ultra EL Coolant
1 Included
Included
DRYER, HC-30 TOP LEVEL 1 $110,300.00 $110,300.00
$110,300.00
Ingersoll Rand Standard Certified Equipment Commissioning
Service and System Tuning Service (up to three (3) full days,
single trip — additional time/trip billed at prevailing rates)
$5,040.00
Vendor Services Agreement between the City of Fort Worth and
Ingersoll Rand
$1,680.00
Total Ouote Price:
$320,990.00
$5,040.00
Page 20 of 22
EXHIBIT C
WIngersoll
C Rand
Rotary Screw Air Compressor
300HP Sierra Oil- Free
T
Technical Information:
Capacity:
• 1398 cfm @ 100 psig (1-300)
• 1264 cfm @ 125 psig (H300)
i t
• 1175 cfm @ 150 psig (HH300)
Maximum Operating Pressure:
103 psig (1-300)
..,.
128 psig (H300)
! ;
• 153 psig (HH300)
i
Weight: 9965 lbs
'
Connection Size: 4" ANSI Flange
Dimensions (L x W x H):
• 120" x 76" x 96" Aircooled
• 120" x 76" x 80" Watercooled
Sound Level:
• 79dBA Aircooled
• 76dBA Watercooled
Image for reference only
per CAGI- PNEUROP PN2CPTC2
Additional Engineering Data available upon request
Product Description:
The Sierra oil- free models combine the technologies of the Xe- Series Controller, premium components,
high ambient rated coolers and the patented UltraCoat bonding process, to provide a durable, reliable,
and energy efficient compressor.
These design elements provide the customer with ISO Class 0 air quality, continuous operation, reduced
maintenance costs, and energy efficient controls. These values ensure that the customer has suitable
air quality and quantity to efficiently manage his production.
Ingersoll Rand guarantees that the Sierra oil- free compressor will maintain its volume flow rate and
specific energy within initial machine acceptance tolerance for a period of 24 months after date on
installation.
Key Features & Benefits:
• ISO 8573- 1 :2001 Class 0 Air Quality
• Ultra Coolant
• Xe- Series Controller
Key Options Available:
• Power Outage Restart Option
• Low Ambient Modification
• Nema 4 Electrics
• Duplex Oil Filter
• UltraCoat Rotor Protectant
• Sound Attenuated Enclosure
• 1 1 5° F Ambient Rated
• Outdoor Modification
• Phase Monitor
• High Dust Filter
• Stainless Steel Oil Piping
Visit the Ingersoll Rand website for further information httn://www.inciersolIrandDroducts.com
All specifications are given for informational purposes only. All Information Is subject to change without notice.
The attached terms and conditions are an integral part of this quotation and any resulting orders
Vpnrinr CPrvirpc Anrppmant hat%Aiaan tha (itv of Fnrt Wnrth and Innprcnll Ranrl Pane ? 1 of ��
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Ingersoll Rand
4310 Adler Drive, suite 200
Dallas, Texas 75211
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor related to the Agreement between the City and Contract for the Sierra
H300 125 PSI (300HP) Oil -Free Rotary Screw Air Compressor, HC-30 Top Level Dryer and other
related services. Such binding authority has been granted by proper order, resolution, ordinance or other
authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this
Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form
within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on
any current executed Form until it receives a revised Form that has been properly executed by Vendor.
Name: Mont Wilkes
Position: District General Manager
Signature '
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Erin Socha
_(See attached)
Signature of Corporate Counsel
Other Title:
Date: 12/27/2017
Vendor Services Agreement between the City of Fort Worth and Page 22 of 22
Ingersoll Rand
FR
J-11,
Inerscl! hand
Erin C. Socha
Corporate Counsel, Compressed Air Systems and Services
December 27, 2017
Re: City of Fort Worth Vendor Services Agreement
To Whom It May Concern:
I
Ingersoll Rand Legal Department
800-E Beaty Street
P.O. Box 940
Davidson, NC 28036-0940
Phone: 704-655-5332
Fax: 704-655-5554
erin.socha@irco.com
In connection with your request for an authorized officer or representative to sign off on the
referenced purchase order documents, this letter is to inform you that Mont Wilkes, District
General Manager, and Paul Cerda, District Sales Manager are authorized signatories for
Purchase Orders and related agreements on behalf of Ingersoll-Rand Company.
If you have any further questions or if we can be of any further assistance, please do not
hesitate to contact our office.
Sincerely yours,
Erin C. Socha
INTER -OFFICE CORRESPONDENCE
October 18, 2017
TO: Jay Chapa, Assistant City Manager
FROM: Steve Cooke,
Director, Property Management Department
SUBJECT: EMERGENCY PROCUREMENT OF AN INGERSOLL RAND COMPRESSOR FOR
THE CENTRAL UTILITY PLANT AT THE ALLIANCE MAINTENANCE FACILITY
On September 15, 2017, the Central Utility Plant (CUP) which provides utility services for the Alliance
Maintenance Facility (base) experienced a power blink which shut down the only fully functioning air
compressor for the tenants at the Alliance Maintenance Facility. When the power was restored, this main air
compressor was not operational. Currently, the second compressor with limited functionality is being used to
supply the Maintenance Facility along with a temporary trailer -mounted compressor machine as backup being
rented at a cost of $700 per day. The third compressor at the facility is entirely non-functional.
The Alliance Maintenance Facility leases require that the City as Lessor provide consistent and continuous
operation of the Central Utility Plant for the leased properties with less than 4 hours of non -operational
downtime or the City is in default ofthe lease terms.
At this time, the CUP is operating in emergency mode using a compressor with limited and uncertain
functionality and a temporary backup generator at a cost of $700 a day so the City will not be in default with the
lease terms.
Chapter 2, Article I; Section 2-9 of the City's Code of Ordinances and Section 252.022(2) of the Local
Government Code exempts the City from competitive procurement requirements in the case of unforeseen
damage to public machinery, equipment or other property.
Staff and our partners at Hillwood who assist in operations of the Alliance Maintenance Facility, have identified
a compressor that is compatible with the equipment and systems currently in use. Further, the new machine will
provide additional savings in energy efficiency in the long term. Estimated cost for equipment and labor is
$395,965,00. Funds are available via rebates ($150,000) and the Capital Reserve account ($868,039.68)
specifically dedicated to such emergency expenditures.
Due to the extenuating circumstances outlined abova we are requesting approval of an Emergency Purchase of
a new compressor that will reduce overall costs, PA •ov de energy a iciencies and reduce the risk of the City
being in default of the leases if the CUP eco e no enable.
Recommended:
ve ke, 4rector, Prop ty Management Department
Approved:
Jay C pa, Assista ity Ma ager
Approved:
nthia 1�arcia, srs ant Director, Purchasin
g