HomeMy WebLinkAboutContract Renewal - Schneider Electric - Building Automation Service HVAC Systems - Multiple City buildings 2025- 2027 Memorandum
To: Honorable Mayor and Members of the City Council
CC: Members of Administration and Public Works Committee
From: Sean Ciolek, Facilities & Fleet Management Div. Manager
CC: Mike Rivera, Interim Adminstrative Services Director
Subject: Approval of Three Year Sole-Source Contract Renewal (2025-2027)
for Building Automation Service for HVAC Systems with Schneider
Electric
Date: January 13, 2025
Recommended Action:
Staff requests the City Council authorize the City Manager to execute a three-year, sole-
source contract renewal agreement for the existing Building Automation System (BAS) with
Schneider Electric (17475 Palmer Boulevard, Homewood, IL 60430) in the amount of
$43,872.00 for FY 2025, $46,066.00 for FY 2026, and $48,369.00 for FY 2027. The
agreement will cover hardware, software, and service visits for heating, ventilation, and air
conditioning (HVAC) systems in 16 City-owned buildings and properties. A sole-source
purchase requires a two-thirds vote of the City Council.
Funding Source:
Funding for this maintenance contract will be from the General Fund, Service Agreements,
and Contracts Account (100.19.1950.62509), which has an FY 2025 Budget of $298,000.00.
The annual cost of the maintenance contract will increase by 5% in FY 2026 and FY 2027.
Council Action:
For Action
Summary:
The City of Evanston currently has the existing Contium and EcoStructure (Schneider) BAS
in place at 16 City facilities (Dempster Street Beach House, Chandler-Newberger Center,
Lorraine H. Morton Civic Center, Fleetwood-Jourdain Center, Fire Stations 1, 2, 3, 4, and 5,
Municipal Service Center, Animal Shelter, Ecology Center, Fountain Square, 721 Howard,
Robert Crown Community Center and the Evanston Public Library). The current BAS is a
proprietary system and requires an annual service and maintenance agreement to ensure
that the system is functioning properly and receiving the required updates/upgrades.
Schneider is also familiar with all of the City’s buildings and its HVAC systems.
A11.Page 183 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
Page 2 of 17
A11.Page 184 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
Exhibit 10
SOLE/ SINGLE SOURCE JUSTIFICATION
SECTION A – SOLE/SINGLE SOURCE PURCHASE:
AVAILABILITY/ONE OF A KIND –
COMPATIBILITY –
REPLACEMENT/MAINTENANCE –
OTHER
SECTION B - REQUESTER CERTIFICATION:
SECTION C - TO BE: COMPLETED BY PURCHASING MANAGER:
The Schneider Electric Building Automation System is a proprietary software, no other competitors can offer the service.
138,307.00 01-13-2025
Schneider Electric
Sean Ciolek FFM
John Gonzalez
x
FFM
Building Automation System Maintenance
02 / 04 / 2025
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
Page 9 ACTIONS January 13, 2025
Item Item Description Motion Disposition
A11
Approval of Three Year Sole-Source
Contract Renewal (2025- 2027) for Building
Automation Service for HVAC Systems
with Schneider Electric
Staff requests the City Council authorize the City
Manager to execute a three-year, sole-source
contract renewal agreement for the existing Building
Automation System (BAS) with Schneider Electric
(17475 Palmer Boulevard, Homewood, IL 60430) in
the amount of $43,872.00 for FY 2025, $46,066.00
for FY 2026, and $48,369.00 for FY 2027. The
agreement will cover hardware, software, and
service visits for heating, ventilation, and air
conditioning (HVAC) systems in 16 City-owned
buildings and properties. A sole-source purchase
requires a two-thirds vote of the City Council.
Funding for this maintenance contract will be from
the General Fund, Service Agreements, and
Contracts Account (100.19.1950.62509), which has
an FY 2025 Budget of $298,000.00. The annual cost
of the maintenance contract will increase by 5% in
FY 2026 and FY 2027.
Approved on
Consent Agenda
for Action
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
Internal
City of Evanston
EcoStruxureTM Building Advisor
Efficiency Plan
Prepared for:
Sean Ciolek
City of Evanston
Page 3 of 17
A11.Page 185 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston
Your Agreement Investment
Internal
Schneider Electric
1111 Pasquinelli Drive
Westmont, IL 60559
10/31/24
Mr. Sean Ciolek
City of Evanston
2100 Ridge Rd
Evanston, IL 60062
Dear Sean,
Thank you for the opportunity to present you with this proposal for an EcoStruxureTM Building Advisor –
Efficiency Plan for City of Evanston.
Designed to continually meet your dynamic business and facility needs, our Service Plans provide an
excellent fixed cost method of maximizing the value of your buildings and their installed systems. By
investing in a Service Plan, you can ensure safer, more reliable, efficient operations and capitalize upon
the full value that your building systems were originally designed to deliver.
The annual investment for this Efficiency Plan is Forty-Three Thousand, Eight Hundred, Seventy-Two
Dollars and Zero Cents ($43,872).
Upon review of our enclosed proposal, please feel free to follow up with me as your point of contact for
questions or additional information. We look forward to speaking with you further and helping you to
achieve success in your business.
Sincerely,
Stephen Durante
Account Manager
Stephen.durante@se.com
708-265-4706
Page 4 of 17
A11.Page 186 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 3
Internal
Your Schneider Electric Digital Service Team
Schneider Electric has assembled a specialized team to provide you with industry-leading building
services. Your service team will work with you to help you derive the highest value from your building
systems investment, drive faster resolution, be an extended member of your team, while maintaining
the highest levels of occupant comfort, safety and sustainability.
This team will facilitate a smooth integration of our service activities into your normal business activities.
The team will strive to meet your business objectives, provide effective lines of communication and
provide continuity through the Schneider Electric personnel who execute your service program, so that
your service is delivered seamlessly and transparently.
Your service team includes the following Schneider Electric professionals:
• Customer Service Manager (CSM): Cyndi Rohrbacher will be your CSM. The primary
responsibility of the CSM is to provide support and coordination for the execution of your
service program. The CSM is ultimately responsible for Schneider Electric’s service
relationship with you and will strive to provide you with excellent customer service. Your CSM
can be reached at 708-265-6241.
• Digital Service Data Engineer: You will be assigned a dedicated Digital Service Data
Engineer from our Digital Service Engineering Center. This engineer will be performing weekly
condition-based monitoring of your facilities data and anomalies.
• Digital Service Remote Engineer: You will be assigned a dedicated Digital Service Remote
Engineer from our Digital Service Engineering Center. This engineer will remotely attempt to
resolve anomalies and facility issues as identified by our digital platforms and weekly condition-
based monitoring.
• Primary Field Service Representative: You will be assigned a primary field service
representative (FSR). This FSR will be performing the onsite service and repair functions for
your facility in conjunction with our Digital Service Engineering Center. In the event the primary
FSR is not available, the Customer Service Manager will assign a secondary FSR to your
facility.
• Buildings Service Resource Center (BSRC): The BSRC acts as your service coordinator.
The BSRC is responsible for scheduling all maintenance program services. The BSRC can be
reached at 877-822-2601.
Page 5 of 17
A11.Page 187 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 4
Internal
Your Proposed Building Advisor – Efficiency & Sustainability Plan
Core Offer
☒ Digital Twin Asset Health: Our digital HVAC automated fault detection and diagnostic
platform will monitor and analyze key parameters of your building and alert our Digital
Engineering Center and Onsite Response teams to anomalies within your building systems
☒ Digital BMS Health: Our digital BMS Health platform will monitor and analyze key
parameters of your EcoStruxure Building platform and alert our Digital Engineering Center
and Onsite Response teams to anomalies within the Building Management System (if
available)
☒ Digital Maintenance: Our digital platforms will digitally perform preventative maintenance
of your Building Management and Control infrastructure
☒ Digital Engineering Center Support: Our Digital Engineering Center will remote monitor
the digital twin, remotely diagnose anomalies, remotely remediate anomalies, assign local
onsite response – providing increased speed to resolution and maximizing labor efficiencies
☒ Onsite Condition Maintenance: Our onsite Field Service Representatives will perform
recommended onsite maintenance based on the building anomalies
☒ Sustainability Impact Reporting: Consistent meetings to review the performance of your
building
☒ Value Reporting: Consistent meetings to review the performance of your building
Enhancements
☒ Additional Onsite Maintenance
☐ Additional Digital Engineering Center Support
☐ Onsite or Offsite Training
☐ Cloud Backup of your EcoStruxure Building System
Page 6 of 17
A11.Page 188 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 5
Internal
Schneider Electric Scope:
☒ Digital Twin Asset Health includes all associated digital service and maintenance of your HVAC
systems. Asset Health will help identify, prioritize, and drive improvements in building performance –
energy, maintenance, comfort, and sustainability. Asset Health provides continuous diagnostic
intelligence on the performance of all HVAC systems monitored.
Asset Health includes:
➢ Weekly review of the facility by the Schneider Electric Digital Service Engineering Center
to identify major inefficiency items that can be prioritized by cost, energy, and comfort
impact.
➢ Automated analysis of data from each building to detect faults and recognize
inefficiencies, every day, over daily, weekly, and monthly periods.
➢ Storage of building data, sampled at five-minute intervals, in a cloud environment so that
it may be accessed at any time, online by our service delivery teams.
➢ Access to electronic engineering documentation including available mechanical drawings,
mechanical schedules, and other electronic documentation provided by the customer.
☒ Digital BMS Health includes all associated digital service and maintenance of your EcoStruxure Building
Automation System. BMS Health will help identify, prioritize, and drive improvements of the building
automation system – site architecture and current revisions, CPU and Memory utilization of your servers
and field devices, forced points, and binding issues. BMS Health provides continuous intelligence on the
performance of EcoStruxure Building.
BMS Health includes:
➢ Periodic review with Schneider Electric Digital Service Engineering Center to identify
inefficiencies within the EcoStruxure Building Automation System.
➢ Automated analysis of data from each building to recognize inefficiencies, everyday, over
daily, weekly, and monthly periods.
➢ Sampling of building data in a cloud environment so that it may be accessed at any time,
online by our service delivery teams.
☒ Our Digital Service Engineering Center includes all associated digital service and monitoring of your
HVAC and BMS systems. Our Digital Service Engineering Center will help identify, prioritize, assign tasks
based on building performance, and perform remote maintenance based on key building inefficiencies.
Remote condition based maintenance provides improved speed to resolution and when tasks cannot be
performed remotely, we will dispatch our local onsite Field Service Representative to correct the anomaly
Page 7 of 17
A11.Page 189 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 6
Internal
☒ Digital & Onsite Maintenance includes all associated digital maintenance and onsite maintenance, as
recommended. Asset Health through our digital twin will perform software based preventative
maintenance checks on all your equipment based on five (5) minute data intervals, every day. This is
equivalent to 365 days of onsite software based preventative maintenance of your HVAC and Building
Automation System, now all performed digitally and automated. Additionally, onsite field preventative
maintenance may be performed.
☐ Onsite Condition Maintenance
➢ Onsite condition-based maintenance as driven from our Digital Twin. Every effort will be
made to remotely diagnose and correct anomalies which impact your facility the most,
however when remote correction is not feasible, we will dispatch our local onsite Field
Service Representative. The Field Service Representative will have all the data from our
digital twin, as well as all the data input from our Digital Service Engineering Center,
increasing speed to resolution and first-time fix ability.
➢ Agreement includes monitoring and condition based remote correction of your equipment
presenting with anomalies.
➢ Tasking which cannot be fully resolved remotely will be dispatched to our onsite Field
Service Representative for onsite correction.
➢ Onsite Condition Maintenance of equipment in your building management system (BMS)
network listed on the equipment list at the end of this agreement.
➢ After completion, you will receive a maintenance finding report for your records.
☒ Digital Maintenance of HVAC Systems
➢ Agreement includes digital planned maintenance of equipment in your building
management system (BMS) network listed on the equipment list in this agreement.
➢ Schneider Electric’s digital twin will check those field devices, controllers, and network
elements based on five (5) minute data intervals every day. This is recommended for all
sites to maintain original condition of installed and commissioned systems. This is
accomplished by our digital twin technology identifying defects and potential problem
areas, predetermine corrective actions and reducing the likelihood that emergencies will
occur.
➢ After completion, you will receive a finding report for your records.
☐ Digital Maintenance Network Level Building Automation Controllers
➢ This option includes digital data driven maintenance of network level building automation
controllers in your building listed on the equipment list in this agreement.
➢ Schneider Electric’s digital BMS health platform will check and monitor those controllers
on a daily interval including but not limited to system checks such as memory/cpu
utilization, forced points, and binding issues.
➢ After completion, you will receive a finding report for your records.
☐ Digital Maintenance Network Equipment and Field Controllers
➢ This option includes planned maintenance routines performed on field devices connect to
field controllers.
Page 8 of 17
A11.Page 190 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 7
Internal
➢ Includes calibrating field devices’ inputs and outputs and adjusting offsets in field
controllers as needed. Results of the calibration will verify accuracy of critical system
components and identify any potential problems or component failure beyond calibration.
➢ Planned maintenance will be performed during normal business hours (8:00 a.m. to 5:00
p.m., Monday - Friday), with the option for after-hour arrangements.
☒ Sustainability Impact Reporting + Value Reporting will provide comprehensive reports outlining your
Building Health, Issues, Alarms, Remote Operations Activity, and On-Site Work Activity on a regular
basis:
➢ Customer Value Reports (CVR).
➢ Site Health Reports
Your service account manager will review and consult with you on the reports with help of our experts as
and when needed. These reports will be provided Quarterly unless otherwise specified.
Experts will analyze the building performance and provide in-depth consultation to the customer. Expert
consulting goes beyond simple improvement fixes in the sense that an expert will look at longer term
trends of equipment operation and come up with more robust long-term fixes to problems. This may
include modernization recommendations, retrofits, or equipment overhauls.
Page 9 of 17
A11.Page 191 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 8
Internal
Schneider Electric Scope Enhancements (if selected)
☒ Additional Onsite Maintenance
If Budgeted Hours (Onsite Maintenance) is selected, it will include a defined scope for a Schneider
Electric technician to come to your site. Onsite Maintenance may be used but not limited to scheduled
service, emergency service during normal working hours, and any new work requested by the customer.
Any material charges will be billed separately. Agreement includes travel and parking costs.
• This agreement will include 6 (8-hour) days per year (Main Campus) and 2 (8-hour) days per
year (Robert Crown), performed on the entire BMS system including programming and onsite
labor for your entire network of field-mounted controllers.
☒ Digital Engineering Center Support / Remote Issue Resolution
Schneider Electric may carry out remote trouble shooting utilizing secure remote access tools to resolve
issues, alarms, or provide support from time to time. Remote Support and Issue resolution is included in
your contract to facilitate quickly addressing your issues and questions regarding your BMS system.
Additional remote issue resolution hours outside of the scope of the agreement will be invoiced per
existing time & material rates with minimum published charge.
• A service engineer or programmer will assist you with troubleshooting software programs, PID
loops, and any other issues with which you need assistance. Under terms of this agreement there
are 40 hours annually to get support from our remote specialists.
☒ Cloud Backup
If this option is selected, your plan will comes included with cloud-based backup of your BMS system and
its data. Schneider Electric Digital Service Engineering Center has standardized on N-Able Cove cloud
backup solution to automatically back up your building database in the cloud, making sure it remains safe,
secure, reliable, up-to-date and always available. A monthly/weekly backup of your system will be done to
maintain an up-to-date copy of your BMS data in case your system encounters a catastrophic failure.
This provides you with an additional layer of security to protect against computer crashes and data
corruption. Our Digital Service Engineering Center will ensure your system is backed up properly and
notify you if there are any issues with the backup.
• This agreement will include 5 (4-hour) backup routines a yea (4-visits Main Campus, 1-visit
Robert Crown), performed on the entire BMS system, including the front-end workstation and /
or servers, as well as your entire network of field-mounted controllers.
Page 10 of 17
A11.Page 192 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 9
Internal
Equipment Schedule:
The attached work scope addendum includes the equipment list covered under this service agreement. The
service agreement covers any preventive and condition-based maintenance checks and issue resolution. Any
repairs, parts and materials are outside of the scope of this agreement.
Continuum System
Master Name Master
Model
BACnet
Controllers
Continuum
Controllers
Infinity
Controllers
Beach bCX9640 - 1 -
Chandler bCX9640 - 1 8
CivicCenter bCX9640 - 2 -
Fleetwood.1655 bCX4040 10 - -
FS1 bCX9640 - 13 -
FS2 bCX9640 - 24 -
FS3 9900 - 16 4
FS5 bCX9640 - 19 -
Levy 9900 - 1 37
Municipal1 9900 - 12 -
SiteControl1 9702 - - -
Animal Shelter MPM -
Ecology MPM -
FS4 MPM -
EcoStruxure System
Master Name Master
Model
Attached
Controllers
Chandler AS-P -
Fountain Square AS-P -
Howard Theater AS-P 1
Robert Crown Ice Arena AS-P 84
Page 11 of 17
A11.Page 193 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 10
Internal
Investment and Contract Agreement:
This EcoStruxureTM Building Advisor – Efficiency + Sustainability Plan agreement will be for an
original term 12 months, beginning on 1/01/2025, with subsequent annual pricing indicated below.
This agreement will renew annually, unless either party changes the services covered or the annual
investment. City of Evanston’s annual investment in this program is shown below:
For services designated herein and included in attached addendums, City of Evanston agrees to pay
Schneider Electric the amount of Forty-Three Thousand, Eight Hundred, Seventy-Two Dollars and Zero
Cents ($43,872) to be invoiced in equal Quarterly installments. This amount does not reflect any
applicable taxes. Applicable taxes will be added to the invoice sent to you by Schneider Electric.
Schneider Electric must be presented with either a tax-exempt certificate or a re-sale certificate if taxes
are not to be applied.
The annual agreement price shown above can only be adjusted if equipment as described in the
attachment is added or deleted from the original agreement. Price adjustments after Year One are
discussed in the terms and conditions of this agreement.
Payment terms will be no greater than 30 days after Schneider Electric’ invoice date. Schneider Electric
reserves the right to discontinue its service any time payments have not been made as agreed. Failure to
make payments when due or impairment of City of Evanston’s credit shall relieve Schneider Electric of
any and all obligations pertaining to work or performance of work.
Facility Name Address City State
City of Evanston 2100 Ridge Rd Evanston IL
Description Annual Price Term
Current Year $43,872 12 Months
Renewal 1 $46,066 12 Months
Renewal 2 $48,369 12 Months
Page 12 of 17
A11.Page 194 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 11
Internal
We would appreciate your signature in the space provided below as your acceptance of this agreement.
PROPOSAL OFFERED BY: Stephen Durante
DATE: 10/31/2024
City of Evanston Acceptance
___One Year
Schneider Electric Acceptance
__Three Year
Accepted by:
Name typed:
Title: ____________________
Date: ____________________
Accepted by:
Name typed: ___________________
Title: ____________________
Date: ____________________
City of Evanston
2100 Ridge Rd
Evanston, IL 60062
Schneider Electric
1111 Pasquinelli Drive
Westmont, IL 60559
Purchase Order No. __________________
Page 13 of 17
A11.Page 195 of 416
City Manager
Approved as to form:
Alexandra B. Ruggie
Corporation Counsel
Ryan Zimmerman
General Manager
02 / 05 / 202502 / 04 / 2025
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 12
Internal
Exclusions and Notes
Initial Setup of Building Advisor (One-Time)
Building Advisor requires connectivity to the site via secure remote communication and regular data pushed to our
cloud systems to deliver the scope. Delivery time is typically 90 days. To help accelerate deployment, it is
recommended to engage your IT department early. Requirements:
➢ Workstation Powered on 24/7
➢ Ports 443 or 8443 enabled for Outbound traffic
For questions or clarification regarding IT requirements, architecture, or cybersecurity, please contact Stephen
Durante at 708-265-4706
Additional Work Performed Outside of Service Agreement
Additional work performed outside of service agreement can be quoted, or provided at a time and material rate.
Remote Access Software
Remote Issue Resolution requires the ability to connect remotely to the site Building Management System (BMS).
Our standard remote connectivity platform is Bomgar. However, our team can utilize an existing remote
connection if preferred.
Software Based Diagnostics
Software diagnostics utilize cloud-based software and remote access. The scope of equipment is limited to that
listed in this contract and that which is available through data from the BAS.
Preventive Maintenance
Preventive Maintenance checks covers only factory recommended maintenance and normal wear and tear limited
to tasking documentation available for reference. Parts and material are excluded, unless outlined by addendum.
Page 14 of 17
A11.Page 196 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 13
Internal
Terms and Conditions of Sale
900512MSA R07/15/21
A. Planned and / or routine maintenance services provided under this agreement will be performed during normal working hours
unless specifically stated in the contract.
B. The guarantees and services provided under the scope of this agreement are conditioned upon the customer identified in this
agreement to which these Terms and Conditions are attached or incorporated by reference (hereinafter “Customer”) operating and
maintaining systems / equipment. The Customer will do so according to industry-accepted practices and in consideration of our
recommendations.
C. The Customer will provide and permit reasonable access to all covered equipment. Schneider Electric Buildings Americas Inc.
(hereinafter “Company”) will be allowed to start and stop equipment as necessary to perform its services and be permitted use of
existing facilities and building services, after the technician has verbally notified the Customer that he has arrived on the premise.
D. The Company 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, lightning, power
fluctuations, freeze-ups, strikes, lockouts, differences with workmen, riots, explosions, quarantine restriction, delays in
transportation, shortage of vehicles, fuel, labor or materials, or malicious mischief.
E. In the unlikely event of failure by the Company to perform the obligations in this contract, the Company’s liability is limited to
repair or replacement of product at its option, and such shall be the Customer’s sole remedy. Under no circumstances will the
Company be responsible for loss of use, loss of profits, increased operating or maintenance expense, claims of the Customer’s
tenants or clients, or any special, indirect or consequential damages.
F. The agreement does not include responsibility for system design deficiencies, such as, but not limited to, poor air distribution, water
flow imbalances, etc. It does not include responsibility for system, equipment and component obsolescence, electrical failures, nor
unserviceable equipment such as ductwork, boiler shell and tubes, unit cabinets, boiler refractor material, electrical wiring, hydronic
or pneumatic piping, structural supports, etc. Manual operation of equipment or systems is also excluded from this coverage, unless
clearly included by amendment.
G. The Company is not responsible for the removal or disposal of any hazardous materials or any cost associated with those materials
unless otherwise specified in this agreement. Any charges incurred for their proper disposal will be borne by the Customer and will
be incremental to the contract price.
H. The agreement does not include repairing any damage resulting from improper / inadequate water treatment or filter service not
supplied by the Company.
I. This agreement does not include services occasioned by improper operation, negligence, vandalism, or alterations, modifications,
abuse, or misuse, or repairs to equipment not performed by the Company. Also excluded is the furnishing of materials and supplies
for painting or refurbishing equipment.
J. The Company shall not be required to furnish any items of equipment, labor, or make special tests recommended or required by
insurance companies, federal, state, municipal or other authorities except as otherwise included in this agreement.
K. This agreement does not include the cleaning of any air passages, grilles, or air balancing of systems.
L. In the event either party must commence a legal action in order to enforce any rights under this contract, the successful party shall
be entitled to all court costs and reasonable attorney’s fees as determined by the court for prosecuting and defending the claim, as
the case may be. This agreement shall be interpreted and governed by the laws of the jurisdiction in which the goods are delivered
or services are performed without regard to its choice of law provisions.
M. The Company shall not be liable for the operation of the equipment nor for injuries to persons or damage to property, except those
directly due to the negligent acts or omissions of its employees and in no event shall it be liable for consequential or speculative
damages. The Company shall not be liable for expense incurred in removing, replacing or refinishing any part of the building
structure necessary to the execution of this agreement. The Company shall not be held liable for any loss by reason of strikes or
labor troubles affecting its employees who perform the service called for herein, delays in transportation, delays caused by priority
or preference rating, or orders or regulations established by any government, authority, or by unusual delays in procuring supplies
or for any other cause beyond its reasonable control.
N. Only the Company’s personnel or agent are authorized to perform the work included in the scope of this agreement. The Company
may, at its option, cancel its obligations under this agreement should non-authorized individuals perform such work.
O. This agreement and all rights hereunder shall not be assignable unless approved by the Company in writing.
P. In the event of additional freight, labor, or material costs resulting from the Customer’s request to avoid delays with respect to
equipment warranties, or accelerated delivery of parts and supplies, the Customer agrees to pay these additional costs at the
Company’s currently established rate.
Q. The Company’s scope of work shall not include the identification, detection, abatement, encapsulation or removal of asbestos or
products or materials containing asbestos or similar hazardous substances. In the event the Company encounters such material in
Page 15 of 17
A11.Page 197 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 14
Internal
performing its work, the Company will have the right to discontinue work and remove its employees until the hazard is corrected by
the Customer or it is determined no hazard exists.
R. This agreement contains the entire contract and the parties hereby agree that this agreement has been agreed to and the entire
agreement is then accepted and approved by an authorized person for both parties, and no statement, remark, agreement or,
understanding, oral or written, not contained herein, will be recognized or enforced.
S. This agreement does not include the disposal of hazardous waste.
T. The Customer acknowledges and agrees that any purchase order issued by the Customer, in accordance with this agreement, is
intended only to establish payment authority for the Customer’s internal accounting purposes. No purchase order shall be
considered to be a counteroffer, amendment, modification, or other revision to the terms of this agreement. No term or condition
included in the Customer’s purchase order will have any force or effect.
U. The Customer acknowledges that the Company’s employees are valuable assets to the Company. The Customer agrees to pay the
Company an amount equal to 12 months of salary for each the Company employee who worked at the Customer’s facility that is
then hired by the Customer at any time during the term of this agreement and for six months thereafter. In addition, the Customer
agrees to reimburse the Company for all costs associated with any training the Company provided to such employees during the
three years before the date the Customer hires such employees.
V. Unless otherwise provided in the body of this agreement, this master service agreement will be for a term of one (1) year (“Initial
Term”) from the date hereof and from year to year thereafter until terminated subject to annual price adjustment at each
anniversary of this agreement to reflect increases in labor and material costs as well as system expansion, if any. Either party may
terminate this agreement at any time with 90 days written notice, with or without cause, provided, however, that if the Customer
cancels this agreement without due cause during the Initial Term of this agreement, the Customer shall pay the Company 25% of
the annual price in addition to any previous amounts paid.
W. This agreement excludes repair of pre-existing conditions that are required to place this equipment into proper operating condition
upon acceptance of this agreement.
X. Disclaimer. Company reserves the right to amend, withdraw or otherwise alter this submission without penalty or charge as a
result of any event beyond its control arising from or due to the current COVID-19 epidemic or events subsequent to this epidemic /
pandemic including changes in laws, regulations, by laws or direction from a competent authority. The Customer acknowledges that
the products or part thereof are produced in, or otherwise sourced from, or will be installed areas already affected by, or that may
be affected in the future by, the prevailing COVID-19 epidemics/pandemic and that the situation may trigger stoppage, hindrance
or delays in Company’s (or its subcontractors) capacity to produce, deliver, install or service the products, irrespective of whether
such stoppage, hindrance or delays are due to measures imposed by authorities or deliberately implemented by the Company (or
its subcontractors) as preventive or curative measures to avoid harmful contamination exposure of Company’s (or its
subcontractors’) employees. The Customer therefore recognizes that such circumstances shall be considered as a cause for
excusable delay not exposing the Company to contractual sanctions including without limitation delay penalties, liquidated or other
damages or termination for default.
Y. Insurance. The parties shall each maintain insurance coverage including without limitation, Workers’ Compensation and
Employer’s Liability at statutory limits, Automobile Liability covering all owned, hired and other non-owned vehicles, and
Commercial General Liability covering public liability and property damage with limits generally required for its respective industry
with not less than $1,000,000 minimum coverage per occurrence. Such insurance shall be with reputable and financially responsible
carriers authorized to transact business in the jurisdiction in which the services are being performed. No credit will be given or
premium paid by Company for insurance afforded by others.
Z. Ethics and Compliance with Laws. Each party shall comply in all respects with all applicable legal requirements governing the
duties, obligations, and business practices of that party. Neither party shall take any action in violation of any applicable legal
requirement that could result in liability being imposed on the other party. In the event Customer has concerns related to ethics,
compliance, or Company’s Principles of Responsibility, and/or any potential violations of these policies, Customer is welcome to
make use of Company’s GreenLine. The GreenLine is Company’s global helpline for external stakeholders. It is a confidential
channel through which Customers can ask questions and raise concerns. Reports can be made using the link:
https://secure.ethicspoint.eu/domain/media/en/gui/104677/index.html.
AA. Cybersecurity.
1. Customer’s Obligations for Its Systems: Customer is solely responsible for the implementation and maintenance of a
comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and
safeguards to protect its computer network, systems, machines, and data (collectively, “Systems”), including those Systems
on which it runs the Products or Services provided by Company, against Cyber Threats. “Cyber Threat” means any
circumstance or event with the potential to adversely impact, compromise, damage, or disrupt Customer’s Systems or that
may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Customer’s
Systems, including any data, including through malware, hacking, or similar attacks.
2. Without limiting the foregoing, Customer shall at a minimum:
(a) have qualified and experienced personnel with appropriate expertise in cybersecurity maintain Customer’s Security
Program, and have such personnel regularly monitor cyber intelligence feeds and security advisories applicable to Customer’s
Systems or Customer’s industry;
Page 16 of 17
A11.Page 198 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
City of Evanston – Efficiency Plan Need Service? Call: 877-822-2601
Page 15
Internal
(b) promptly update or patch its Systems or implement other appropriate measures based on any reported Cyber Threats
and in compliance with any security notifications or bulletins, whether publicly disclosed on Company’s security notification
webpage at https://www.se.com/ww/en/work/support/cybersecurity/security-notifications.jsp or otherwise provided to
Customer;
I regularly monitor its Systems for possible Cyber Threats;
(d) regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and other cybersecurity testing on its
Systems; aI(e) meet the recommendations of Company’s Recommended Cybersecurity Best Practices, available at
https://www.se.com/us/en/download/document/7EN52-0390/, as may be updated by Company from time to time, and then-
current industry standards.
3. Customer’s Use of the Products, Software, and Services: Company may release Updates and Patches for its Products,
Software, and Services from time to time. Customer shall promptly install any Updates and Patches for such Products,
Software, or Services as soon as they are available in accordance with Company’s installation instructions and using the latest
version of the Products or Software, where applicabl“. An "”pdate" means any software that contains a correction of errors in a
Product, Software, or Service and/or minor enhancements or improvements for a Product, Software, or Service, but does not
contain significant new features. A “Patch” is an Update that fixes a vulnerability in a Product, Software, or Service. Customer
understands that failing to promptly and properly install Updates or Patches for the Products, Software, or Services may result
in the Products, Software, or Services or Customer’s Systems becoming vulnerable to certain Cyber Threats or result in
impaired functionality, and Company shall not be liable or responsible for any losses or damages that may result.
4. Identification of Cyber Threats: If Customer identifies or otherwise becomes aware of any vulnerabilities or other Cyber
Threats relating to the Products, Software, or Services for which Company has not released a Patch, Customer shall promptly
notify Company of such vulnerability or other Cyber Threat(s) via the Company’s Report a Vulnerability page
(https://www.se.com/ww/en/work/support/cybersecurity/report-a-vulnerability.jsp#Customers) and further provide Company
with any reasonably requested information relating to such vulnerability (collectively, “Feedback”). Company shall have a non-
exclusive, perpetual and irrevocable right to use, display, reproduce, modify, and distribute the Feedback (including any
confidential information or intellectual property contained therein) in whole or part, including to analyze and fix the
vulnerability, to create Patches or Updates for its customers, and to otherwise modify its Products, Software, or Services, in
any manner without restrictions, and without any obligation of attribution or compensation to Customer; provided, however,
Company shall not publicly disclose Customer’s name in connection with such use or the Feedback (unless Customer consents
otherwise). By submitting Feedback, Customer represents and warrants to Company that Customer has all necessary rights in
and to such Feedback and all information it contains, including to grant the rights to Company described herein, and that such
Feedback does not infringe any proprietary or other rights of third parties or contain any unlawful information.
BB. Import and Export.
1. The Products and Services provided by Company under this Contract contain or may contain components and/or technologies
from the United States of America (“US”), the European Union (“EU”) and/or other nations. Customer acknowledges and
agrees that the Products, assignment and/or usage of the Products, Software, Services, information, other deliverables and/or
the embedded technologies (hereinafter referred to as “Deliverables”) under these Terms and Conditions of Sale shall fully
comply with related applicable US, EU and other national and international export control laws and/or regulations.
2. Unless applicable export license/s has been obtained from the relevant authority and Company has approved, the Deliverables
shall not (i) be exported and/or re-exported to any destination and party (may include but not limited to an individual, group
and/or legal entity) restricted by the applicable export control laws and/or regulations; or (ii) be used for those purposes and
fields restricted by the applicable export control laws and/or regulations. Customer also agrees that the Deliverables will not
be used either directly or indirectly in any rocket systems or unmanned air vehicles; nor be used in any nuclear weapons
delivery systems; and will not be used in any design, development, production or use for any weapons which may include but
not limited to chemical, biological or nuclear weapons.
3. If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any
relevant government authority or otherwise, or if any such licenses, authorizations or approvals are denied or revoked, or if
the applicable export control laws and/or regulations would prohibit Company from fulfilling any order, or would in Company’s
judgment otherwise expose Company to a risk of liability under the applicable export control laws and/or regulations if it
fulfilled the order, Company shall be excused from all obligations under such order and/or these Terms and Conditions of Sale.
Page 17 of 17
A11.Page 199 of 416
Doc ID: 8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
Contract Renewal for Building Automation Service for HVAC...
Council_Memo.pdf
8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
MM / DD / YYYY
Signed
02 / 04 / 2025
10:08:54 UTC-6
Sent for signature to Alexandra Ruggie
(aruggie@cityofevanston.org), Luke Stowe
(lstowe@cityofevanston.org) and Ryan Zimmerman
(ryan.zimmerman@se.com) from lthomas@cityofevanston.org
IP: 66.158.65.76
02 / 04 / 2025
10:14:09 UTC-6
Viewed by Alexandra Ruggie (aruggie@cityofevanston.org)
IP: 66.158.65.76
02 / 04 / 2025
10:14:17 UTC-6
Signed by Alexandra Ruggie (aruggie@cityofevanston.org)
IP: 66.158.65.76
02 / 04 / 2025
16:59:37 UTC-6
Viewed by Luke Stowe (lstowe@cityofevanston.org)
IP: 66.158.65.77
02 / 04 / 2025
17:00:13 UTC-6
Signed by Luke Stowe (lstowe@cityofevanston.org)
IP: 66.158.65.77
02 / 05 / 2025
08:39:28 UTC-6
Viewed by Ryan Zimmerman (ryan.zimmerman@se.com)
IP: 165.225.56.69
02 / 05 / 2025
08:53:59 UTC-6
Signed by Ryan Zimmerman (ryan.zimmerman@se.com)
IP: 165.225.56.69
The document has been completed.02 / 05 / 2025
08:53:59 UTC-6
Contract Renewal for Building Automation Service for HVAC...
Council_Memo.pdf
8a6bf036324bfc6c55d6919c64e7f6b65ddcb329
MM / DD / YYYY
Signed