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Home My WebLink About20191126.tiffRESOLUTION RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES FOR HVAC CONTROLS UPGRADE (NORTH JAIL COMPLEX) AND AUTHORIZE CHAIR TO SIGN - SETPOINT SYSTEMS CORPORATION 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 an Agreement for Professional Services for HVAC Controls Upgrade (North Jail Complex) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Buildings and Grounds, and Setpoint Systems Corporation, commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, 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 the Agreement for Professional Services for HVAC Controls Upgrade (North Jail Complex) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Buildings and Grounds, and Setpoint Systems Corporation, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 18th day of March, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COL.DRADO ATTEST:datiisl/ V JC1lQ•i1 Weld County Clerk to the Board APPROVED AS TO FORM: ,4c4- County Attorney Date of signature: 3/25/19 arbara Kirkmeyer, Steve Moreno hair bit cc.: BC,(1 t /SC,) 3/25mi 2019-1126 BG0021 trAi g BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: HVAC Controls — 2019 Capital DEPARTMENT: B&G PERSON REQUESTING: Toby Taylor DATE: 1-10-2018 Brief description of the problem/issue: In the 2019 Capital plan we have programmed in an upgrade of the existing HVAC controls for the following buildings. The costs below are the quoted costs for the upgrade. Since these items are single sourced from one vendor to remain compatible with the rest of the building's component and County HVAC controls, a bid cannot pursue without completely replacing the entire system that would result in costly budget overruns. The buildings and quotes are: Public Health: $127,512 Public Works: $80,933 Jail: $102,009. In addition, we will bring approval for the 3 -year Technical Support Agreement (TSA) which covers all the County buildings operating on Delta Controls software. The TSA provides the hardware, firmware, and software support services through a reduced cost rate. The cost of the TSA agreement is $3,352 per year for a total of $10,056 through the term. What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1. Disapprove the planned capital improvement 2. Approve the planned capital improvement. Recommendation: Recommend the Option 2 for approving the capital improvement through the single source provider. And each individual project will be placed on BOCC agenda as new business. Sean P. Conway Mike Freeman, Pro-Tem Scott K. James Barbara Kirkmeyer, Chair Steve Moreno Approve 40-1,-•. Sched,� le Recommendation Work Session trA Other/Comments: 2019-1126 eGc0Z t 3/IS AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN WELD COUNTY & SETPOINT SYSTEMS CORPORATION HVAC CONTROLS -NORTH JAIL COMPLEX THIS AGREEMENT is made and entered into this / day of 71 t is tL) , 20I1,1 by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as "County," and Setpoint Systems Corporation whose address is 8167 SouthPark Circle Littleton, CO 80120, hereinafter referred to as "Contract Professional". WHEREAS, County requires an independent contractor to perform the services required by County; and WHEREAS, Contractor is willing to perform and has the specific ability to perform the required Services at or below the cost set forth in Exhibit A: WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibit A of which forms an integral part of this Agreement. Exhibit A is specifically incorporated herein by this reference. County and Contractor acknowledge and agree that this Agreement, including specifically Exhibit A, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements. Exhibit A consists of Contractor's Response to County's Request. The Response confirms Contractor's obligations under this Agreement. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Project and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Project described in the Exhibits which is attached hereto and incorporated herein by reference. Contractor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits A -e -B within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through and until Contractor's completion of the responsibilities 020/9- /1 described in Exhibits A&B. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contractor if it wishes to renew this Contract. 4. Termination. County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. S. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation/Contract Amount. Upon Contractor's successful completion of the Project, and County's acceptance of the same, County agrees to pay an amount no greater than $102,009.00, which is the bid set forth in Exhibit A. Contractor acknowledges no payment in excess of that amount will be made by County unless a "change order" authorizing such additional payment has been specifically approved by Weld County, or by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20) 7. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement. Contractor shall perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. 10. Confidentiality. Confidential financial information of Contractor should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty, Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement is subject to a one year warranty period during which Contractor must correct any failures or deficiencies. This warranty shall commence on the date of County's final inspection and acceptance of the Project. 12. Acceptance of Services Not a Waiver. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. Contractors/Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor/Contract Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. This paragraph shall survive expiration or termination hereof. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor's employees acting within the course and scope of their employment. Policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance with the minimum limits as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $1,000,000 Personal Advertising injury $2,000,000 products & completed operations aggregate; Automobile Liability: Contractor/Contract Professional shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Contractors/Contract Professionals shall secure and deliver to the County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the related Bid or Request for Proposal. Proof of Insurance: County reserves the right to require the Contractor/Contract Professional to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contractor/Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contractor/Contract Professional's insurer shall waive subrogation rights against County. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub - vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage's required of Contractor/Contract Professional. Contractor/Contract Professional shall include all such subcontractors, independent Contractors, sub -vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 15. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. The County Representative for purposes of this Agreement is hereby identified as, Toby Taylor. All notices or other communications (including annual maintenance made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address(es) by written notice to the other. Notification Information: Contractor: Setpoint Systems Corporation Attn.: Jeff Grimm- Service Account Manager Address: 8167 SouthPark Circle Address: Littleton, CO 80120 E-mail: igrimm@setpointsystems.com Telephone: (303) 733-2300 County: Name: Toby Taylor Position: Director of Buildings and Grounds Address: 1105 H Street Address: Greeley, CO 80632 E-mail: ttaylorAco.weld.co.us Facsimile: 970-304-6532 18. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contractor shall notify the subcontractor and County within three (3) days that Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-IO2(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State of Colorado program, Contractor shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contractor shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If Contractor fails to comply with any requirement of this provision or of C.R.S. §8.17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contractor receives federal or state funds under the contract, Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. Name: Title: Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits A and B, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. ITNESS WHE OF, the parties hereto have signed this Agreement this �6 day of � 4.,) , 20 . CONTRACTOR: Setpoint SS terns Corp ratio By: 044, x-h_Ac,i_ p►ttsf 4 h — Date 6,—/ WELD CT: dQJ�f,,� „"/ �� ATTEST: ��iii ,LLD Weld C • nt Clerk to the Bo. rd WELD COUNTY, OLORADO BOARD OF COUNTY COMMISSIONERS BY: Deputy ClS k to the Boar arbara Kirkmeye Chair MAR I E 2019 02O/ i/o2( SETPOINT '` Since 1493 / SYSTEMS CORPORATION December 19, 2018 Toby Taylor, Director Weld County Department of Buildings & Grounds Weld County Veterans Services 1105 H Street P.O. Box 758 Greeley, CO 80632 Subject: Weld County DDC Upgrades Dear Toby, collaborative solutions. unmatched training. Per your request, you are asking Setpoint Systems to provide a proposal to upgrade the legacy components of the Public Works, Training Center, North Jail and Public Health buildings to current controls for improved tenant comfort and energy savings. Our proposal will address the following concern: - All four of these buildings are currently operating with legacy V2 panels. - These controllers are at increased risk of failure due to age, and there are no direct replacements for these controllers. Again, thank you for this opportunity to submit a proposal for this project. If you have any questions, or require further information, please do not hesitate to contact me. Sincerely, SETPOINT SYSTEMS CORPORATION Jeff Grimm Service Account Manager 303.868.7808 I Mobile 800.372.8837 I After Hours 303.733.2300 I Office 303.733.2333 I Fax jgrimm@setpointsystems.com ROCKY MOUNTAIN: 8167 SouthPark Circle, Littleton, CO 80120 (303) 733-2300 CALIFORNIA: 1370 Reynolds Ave., Suite 103, Irvine, CA 92614 (949) 271-2837 MINNESOTA: 1831 — 121st Street East, Burnsville, MN 55337 (612) 259-3440 24/7 service 1-800-372-8837 www.setpointsystems.com info©setpoi ntsystems. com Executive Summary: Project Description: Due to the lack of availability and the age of the existing controllers, Setpoint Systems is proposing to provide labor and material to replace your legacy controllers with the latest Delta controllers, bringing your system up to current hardware and firmware standards. To take advantage of your existing investment, it is our intention to reuse as much of the existing device wiring and end devices as possible. This will improve processing speed, network speed, and reliability. For comparison purposes, below are the prices both with, and without, a Technical Support Agreement. PRICING North Jail: Description: Price w/ TSA Price w/o TSA MICROS Upgrades: Replace (25) MICROS with new DAC-R1108 fully programmable BACnet controllers. $ 102,009.00 $ 126,650.00 NORTH JAIL: PROJECT DESCRIPTION A. MICROS UPGRADE 1. Micros Controller Replacement 201-225 A. Replace (25) MICROS with new DAC-R1108 fully programmable BACnet® controllers. B. The alternate option to provide Ethernet Cat6 communication wiring is based on DAC-1180E fitting in existing enclosure. B. NETWORK 1. Provide one (1) new ebMGR fully programmable BACnet® controller • Setpoint will provide an ebMGR to allow connectivity on the existing Weld 3.40 network, and the building will be visible through existing enteliWEB front end. • Weld County will provide an IP address. • Setpoint will provide Ethernet Cat6 communication wiring between panels and WAN. GENERAL EXCEPTIONS AND CLARIFICATIONS A. Our proposal is contingent upon receipt of a purchase order and/or subcontract agreement fully acceptable to Setpoint Systems Corporation (Setpoint) B. Our proposal is based upon the following; specifically: 1. Setpoint Systems "as -built" drawings; C759; 2/7/00 2. Setpoint Systems "as -built" drawings; C1419 2.15.07 & C931 11.7.02 3. Setpoint Systems "as -built" drawings; C630 12.16.98 C. Setpoint Systems reserves the option to update scope and price for this proposal based upon updates with design plans and specifications D. Network Communication: 2 Setpoint Systems Corporation Weld County v2 Upgrades 1. Setpoint will provide and install a fully networked, BTL Listed BACnet Building Management System (BMS), in full accordance with ASHRAE Standard 135-2012 2. Provided BACnet network of peer -to -peer controllers will reside on ISO 8802-3 Ethernet network communicating at 100 Mbps 3. System will fully integrate with existing Delta Controls DDC system E. BACnet Testing Laboratories (BTL) listed controllers are standard provided by Setpoint. F. Our quotation is good for 60 days G. Tax on materials of 0.00% H. Setpoint is licensed electrical contractor # EC0005478 I. Setpoint is signatory to the IBEW and UA J. Electrical installation shall be as follows: 1. All wire in conduit in exposed areas (ex. mechanical rooms) 2. Plenum rated wiring above drop ceiling areas 3. EMT will be used if in areas subject to physical damage 4. GRC will be used for outside conditions 5. %" Minimum size for all conduit K. Our quotation includes: 1. Remove existing ORCA/MICROS controllers from existing control panels and replace with new entelliBUS controllers 2. Delta DDC controls, devices, wiring, terminations, and programming unless noted as stand alone 3. New communication wire between panel and front end or switch and between controllers 4. All engineering drawings, system programming, system initialization, start-up, check-out, on -site turnover, and as -built documentation 5. Re -label all panels and field devices 6. Remove and replace existing ceiling tile 7. Commissioning support to the commissioning agent only; full-time commissioning not included or required for this proposal 8. Existing end devices to be reused as existing (for existing equipment); existing end device(s) damaged or not fully functioning during this project, to be reported to the owner for resolution 9. Fabricated control panels by Setpoint are UL508A Listed 10. One year warranty on parts and labor provided by Setpoint 11. Onsite training 12. Update graphics in enteliWEB 13. UNLIMITED FREE hands-on training to owners and operators for the life of any Delta Controls system we install. Training is offered at our Littleton office and consists of monthly two two-day classes. Lunch and training materials are included. L. Our quotation does NOT include: 1. Demo, patch or paint 2. Replace broken ceiling tiles 3. Testing and balancing for HVAC Systems; Setpoint provides support to balancer 4. Trenching, excavation underground piping and cable work 5. Providing 120 volt power (provided by Division 26) 6. Installation of control valves and dampers 7. Fire alarm system wiring/devices 8. Fire/smoke dampers provision, installation or control 9. New end devices associated with ORCA/MICROS controllers 10. No payment or performance bonds included or required for this proposal 3 Setpoint Systems Corporation Weld County v2 Upgrades TERMS & CONDITIONS By accepting this Proposal, Customer agrees to be bound by the following terms and conditions: 1.0 GENERAL PROVISIONS 1.1 Normal working hours are defined as 7:30 A.M. to 4:30 P.M. Monday through Friday inclusive, excluding Holidays. 1.2 Throughout the term of this agreement, CUSTOMER shall maintain site conditions within the common environmental range of all system devices, as specified in the specifications. Setpoint Systems Corporation reserves the right to terminate or refuse service when, in its opinion, conditions at the site installation represent a health or safety hazard. 1.3 Customer shall provide reasonable means of access to the equipment being serviced. Setpoint Systems shall not be responsible for any removal, replacement or refinishing of the building structure, if required to gain access to equipment. Setpoint Systems shall be permitted to control and/or operate all equipment necessary to perform the services herein described as arranged with the Customer's representative. Customer shall make available, if requested for safety reasons, an authorized representative on the premises during Setpoint Systems' performance of service. 1.4 Setpoint Systems shall warrant all new materials provided under this contract for one (1) year from date of installation. 1.5 This agreement, when accepted in writing by the Customer and Setpoint Systems, shall constitute the entire agreement between the two parties. 1.6 All Setpoint Systems materials, tools, documentation and test equipment used on the job site shall remain exclusive property of Setpoint Systems. Setpoint Systems shall have use of common building tools, such as ladders, etc. 2.0 TERMS OF PAYMENT 2.1 For services not covered herein and performed by Setpoint Systems upon Customer's request, Customer agrees to pay Setpoint Systems in accordance with Setpoint Systems' then prevailing rates and terms. 2.2 This agreement may be adjusted on any Agreement anniversary date for changes in labor and/or material charges, and items or equipment covered by mutual agreement of both parties. 2.3 Customer agrees to pay applicable sales, use or like taxes in addition to the amounts set forth above that Setpoint Systems is required to collect or that are later imposed on Setpoint Systems in connection with this agreement unless Customer provides valid evidence of exemption from such tax. 2.4 Setpoint Systems reserves the right to withhold without liability, with prior written notice, any service called for if payments due Setpoint Systems (whether under this agreement or other contract) are not made in accordance with these terms. 3.0 TERMINATION 3.1 If either party fails to perform or observe any covenant or obligation under this agreement, and such failure continues for a period of thirty (30) days after written notice thereof, the other party shall have the right to terminate this agreement. 3.2 Setpoint Systems shall have the right to terminate this agreement if: Customer attempts to assign this agreement without the written consent of Setpoint Systems or transfer any of its rights, proceedings, voluntary or involuntary by or against Customer, or in the event or appointment, with or without Customer's consent, of a receiver for the benefit of creditors; or if a Customer fails to make any payment required under the agreement within thirty (30) days after the same shall become due and payable. 3.3 In the event of termination, all payments invoiced but not paid by the Customer shall become immediately due and payable. Charges for all other work performed for which Customer has not been invoiced shall immediately become due and payable to Setpoint Systems upon request by Customer of an invoice. 4.0 LIMITATION OF LIABILITY AND WARRANTY 4.1 Setpoint Systems shall not be liable for any loss, delay, injury, or damage that may be caused by circumstances beyond its control, including, but not restricted to, acts of God, war, civil commotion, acts of government, fire, theft, corrosion, floods, water damage, lightening, freeze -ups, strikes, lockouts, differences with workmen, riots, explosions, quarantine restrictions, delays in transportation, shortage of fuel, labor or materials, or malicious mischief. IN NO EVENT SHALL SETPOINT SYSTEMS BE LIABLE FOR ANY SPECIAL INDIRECT, CONSEQUENTIAL, SPECULATIVE, OR PUNATIVE DAMAGES; however, this sentence shall not relieve Setpoint Systems of any liability for damage to property or injury to persons resulting from accidents caused directly by the negligence of Setpoint Systems in performance or failure of performance of its obligations under this agreement. 4.2 Setpoint Systems shall not be required to make safety tests, install new devices or make modifications to any equipment beyond the scope of the original contract in order to comply with recommendations or directives of insurance companies, government bodies, or for other reasons. 4.3 Setpoint Systems shall not be required to make replacements or repairs necessitated by reasons of negligence, abuse or misuse, or by reason of any other cause beyond its control except ordinary wear and tear. 4.4 This agreement pre -supposes that all equipment is in satisfactory working condition, is at the recommended version level, and unmodified. Upon initial inspection or initial seasonal startup, Setpoint Systems will make recommendations in writing to Customer of those repairs and/or replacements determined necessary to bring equipment to proper operating condition. Should repairs not be authorized within thirty (30) days, the equipment will be eliminated from coverage and the agreement price shall be adjusted accordingly. 4.5 If the equipment or software included under this agreement is altered, modified or changed by a party other than Setpoint Systems, this agreement can be modified to incorporate such changes and the agreement price can be adjusted accordingly. 4.6 It is understood that the provisions of this agreement apply only to the systems and equipment listed herein. Repair or replacement of any other systems or equipment not included herein is not included in this agreement. 5.0 MISCELLANEOUS 5.1 All waivers, alterations, changes or modifications to this agreement, and all notices required, must be in writing and accepted by both parties. 5.2 The provisions of this agreement are declared to be severable. Any provision, in whole or in part prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof. 5.3 This agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 4 Setpoint Systems Corporation Weld County v2 Upgrades Hello