HomeMy WebLinkAbout20242484.tiffRESOLUTION
RE: APPROVE AMENDMENT #1 TO SERVICE AGREEMENT FOR ADMINISTRATION
BUILDING (1150 'O' STREET, GREELEY) HEATING, VENTILATION, AND AIR
CONDITIONING (HVAC) CONTROL UPGRADES, AND AUTHORIZE CHAIR PRO-TEM
TO SIGN - JOHNSON CONTROLS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with Amendment #1 to the Service Agreement
for Administration Building (1150 'O' Street, Greeley, Colorado 80631) Heating, Ventilation, and
Air Conditioning (HVAC) Control Upgrades between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, on behalf of the Facilities
Department, and Johnson Controls, Inc., commencing August 29, 2024, with further terms and
conditions being as stated in said amendment, and
WHEREAS, after review, the Board deems it advisable to approve said amendment, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that Amendment #1 to the Service Agreement for Administration Building
(1150 '0' Street, Greeley, Colorado 80631) Heating, Ventilation, and Air Conditioning (HVAC)
Control Upgrades between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Facilities Department, and Johnson
Controls, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair Pro-Tem be, and hereby is,
authorized to sign said amendment.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 18th day of September, A.D., 2024.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: �nJ lizo;,A
Weld County Clerk to the Board
BY.
Deputy Clerk to the Board
APPROVED
County Attorney
Date of signature: g173)D)
tt K. James
on Saine
257 --
cc: HSD
09/24/24
2024-2484
BG0026
Chi -vac, -4- I D4-8110 I
September 5, 2024
FACILITIES DEPARTMENT
PHONE: (970) 400-2020
FAX: (970) 304-6532
WEBSITE: www.co.weld.co.us
1105 H STREET
P.O. BOX 758
GREELEY, COLORADO 80632
To: Board of County Commissioners
From: Patrick O'Neill
Subject: 1150 O Street HVAC Controls upgrade contract amendment
During the execution of the contract for the HVAC controls renovation at 1150 O street, the contractor,
Johnson Controls requested amendments be made to the standard contract. These amendments include
changes to the contract regarding language pertaining to damages, payments, products, and Force
Majeure events. The Weld County attorney's office reviewed these amendment requests and approved
them.
Facilities recommends approving and signing the amendments to the contract per the Weld County
attorney's recommendation.
Sincerely,
Patrick O'Neill
Facilities Director
c‘it'
2024-2484
Johnson tb
Controls
Amendment 1:
This Amendment is effective as of 8129/24 by and between Johnson Controls Inc. ("Johnson Controls") and Weld County
("Customer") and amends the SERVICE AGREEMENT BETWEEN WELD COUNTY AND JOHNSON CONTROLS INC (the
"Agreement"). The provisions of this Rider supersede and replace any other agreement(s) between Johnson Controls and
Customer with respect to these subject matters and is the entire agreement of Johnson Controls and the Customer on these
subject matters.
1. Waiver of Consequential Damages. IN NO EVENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL OR
EQUITABLE THEORY, WILL THE JOHNSON CONTROLS PARTIES BE LIABLE TO CUSTOMER (DIRECTLY OR
INDIRECTLY) UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY ARISING FROM, RELATING TO, OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY:
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES; LOST PROFITS OR REVENUES;
BUSINESS INTERRUPTION; OR, DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE,
CYBERATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS.
2. Payment. Customer agrees to pay Johnson Controls pursuant to the progress -based billing schedule of values ("SOV") set
forth below. If the SOV includes an upfront deposit, it will be paid within thirty (30) calendar days of contract signing and
Johnson Controls will not commence work until the upfront deposit is received. Customer agrees to pay for materials, goods,
and equipment (ordered, delivered, or stored) pursuant to the SOV, prior to installation commencement. The remaining
portion of the total price will be progress billed monthly through completion of the work. Johnson Controls' progress -based
billing can include progress payments for materials, goods and equipment (ordered, delivered, or stored), and for any
predesign, engineering, installation work or services performed. Johnson Controls' progress -based billing can also include
any services performed on -site or off -site. Invoicing disputes must be identified in writing within twenty-one (21) calendar
days of invoice. Payments of any disputed amounts are due and payable upon resolution. All invoices will be delivered via
email, paid via ACH/EFT bank transfer and are due net thirty (30) calendar days from the date of invoice. The proposed total
price is contingent on Customer agreeing to these payment and invoicing terms.
Schedule of Values
Description of Work
Deposit and Mobilization
Engineering/Material
Monthly Progress Billing
Retainage
50%
20%
25%
5%
Customer's failure to make payment when due is a material breach of this Agreement and shall g've Johnson Controls, without
prejudice to any other right or remedy, the right to, without notice: (a) stop or otherwise suspend performance of any work or
services or obligations under this Agreement; (b) withhold further deliveries of equipment and other materials; (c) terminate
this Agreement; and/or (d) charge the Customer interest on the amounts unpaid at a rate equal to one and one half percent
(1.5%) per month or, if lower, the maximum rate permitted under applicable law, until payment is made in full. Johnson
Controls shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension or
discontinuation of services or work for non-payment. If Johnson Controls performs services or work following notice of
suspension or discontinuation, those services or work shall be govemed by the terms of this Agreement unless a separate
contract is executed.
3. Products. All products provided under this Agreement are commercial, off -the -shelf products or software, and no aspect of
the products, software, or intellectual property related to the products or software shall be considered a "work made for hire".
Nothing in this Agreement shall permit Customer's use of intellectual property embedded or embodied in products for any
purpose other than enjoying (installing, commissioning, operating, repairing, servicing) the instances of the products received
from Supplier. Nothing in this Agreement replaces any terms of service or end -user -license agreements which may
accompany software (including software provided as a service). Continued use of or access to software provided as a service
may be subject to payment of recurring fees (such as subscription fees).
Page 1 of 3
Installation Rider HVAC and Fire — Prime (US and Canada) 8.1.2024
4. Force Majeure. Johnson Controls shall not be liable, nor in breach or default of its obligations under this Agreement, for
delays, interruption, or for failure to perform under this Agreement, where the delay, interruption, or failure is caused, in whole
or in part, directly or indirectly, by a Force Majeure Event. A "Force Majeure Event" is a condition or event that is beyond the
reasonable control of Johnson Controls, foreseeable or unforeseeable, including, without limitation, acts of God, severe
weather, declared or undeclared natural disasters, acts or omissions of any governmental authority (including change in
applicable law), epidemics, pandemic, quarantines or other public health risks and/or responses, strikes, lock -outs, labor
shortages and/or disputes, fires or other casualties, thefts, vandalism, civil disturbances, riots, war, terrorism, power outages,
interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach,
cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or
casualty beyond the reasonable control of Johnson Controls, whether of the type enumerated herein or otherwise. If Johnson
Controls' performance is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, Johnson Controls
shall be excused from performance under the Agreement. If Johnson Controls is delayed in achieving any scheduled
milestones due to a Force Majeure Event, Johnson Controls will be entitled to extend such milestones by the amount of time
Johnson Controls was delayed by such event, plus additional time to overcome the delay. If the Force Majeure Event directly
or indirectly increases Johnson Controls' cost to perform, Johnson Controls would present a change order to the Customer
for approval.
Page 2 of 3
Installation Rider HVAC and Fire — Prime (US and Canada) 8.1.2024
CONTRACTOR:
Johnson Controls Inc.
By:
Name
Title:
Jones
Date of Signature
WELD COUI .,,�,` ,
ATTEST: .e,�W! �•
Weld County Clerk to the Board
BY:
Depu y ler to the Board
Page 3 of 3
Installation Rider HVAC and Fire — Prime (US and Canada) 8.1.2s24
RD OF COUNTY COMMISSIONERS
OUNTY, COLORADO
ck, Chair Pro -Tern SEP 1 8 2024
Contract Form
Entity Information
Entity Name*
JOHNSON CONTROLS INC
Entity ID*
@00000734
Contract Name*
ADMINISTRATION BUILDING BUILDING AUTOMATION
SYSTEM UPGRADES.
Contract Status
CTB REVIEW
Q New Entity?
Contract ID
8701
Contract Lead *
CNAIBAUER
Contract Lead Email
cnaibauer@weld.gov
Contract Description *
AMENDMENTS TO THE CONTRACT FOR THE HVAC CONTROLS SYSTEM WORK.
Contract Description 2
Contract Type*
AMENDMENT
Amount*
$0.00
Renewable *
NO
Automatic Renewal
Grant
IGA
Department
BUILDINGS AND
GROUNDS
Department Email
CM-
BuildingGrounds@weldgo
v.com
Department Head Email
CM-BuildingGrounds-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda
Date *
09/11/2024
Parent Contract ID
Requires Board Approval
YES
Department Project #
Due Date
09/07/2024
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Contact Info
Review Date *
12/06/2024
Committed Delivery Date
Renewal Date
Expiration Date*
12/06/2024
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
PATRICK O'NEILL
DH Approved Date
09/13/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
09/18/2024
Finance Approver
CHERYL PATTELLI
Legal Counsel
BYRON HOWELL
Finance Approved Date Legal Counsel Approved Date
09/16/2024 09/16/2024
Tyler Ref #
AG091824
Originator
CNAIBAUER
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