HomeMy WebLinkAboutApollo - PSA - HVAC Maintenance City BuildingsPROFESSIONAL SERVICES AGREEMENT
Apollo HVAC Maintenance
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City ", and Apollo Sheet Metal Inc.,
hereinafter referred to as "Contractor."
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Contractor represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional
expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon
which the City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scope of Services. The Contractor shall perform such services and accomplish such
tasks, including the furnishing of all labor, materials, facilities and equipment necessary
for full performance thereof, as identified and designated as Contractor's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in Exhibit A, attached hereto and incorporated herein (the "Project ").
2. Term. This Agreement shall begin on September 30, 2014 and expire on September 30,
2019, in accordance with the schedule attached hereto as Exhibit A.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the
performance of such services. Such payment shall be full compensation for work
performed or services rendered, and for all labor, materials, supplies, equipment,
and incidentals necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Contractor except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Contractor for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
Professional Services Agreement- Apollo HVAC Maintenance
Page I / _
3.4 The City shall pay the Contractor for all work performed and expenses incurred
under this Agreement, as follows.
® As detailed in Exhibit A.
4. Reports and Inspections.
4.1 The Contractor at such times and in such forms as the City may require, shall
furnish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters covered by this
Agreement.
4.2 The Contractor shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters
covered, directly or indirectly, by this Agreement and shall permit the City, or its
designated authorized representative to audit and inspect other data relating to all
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or fine as to the Contractor's activities. The City
may, at its discretion, conduct an audit at its expense, using its own or outside
auditors, of the Contractor's activities which relate, directly or indirectly, to this
Agreement. Contractor shall be provided a copy of such reports.
4.3 The Contractor, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
request, the Contractor shall deliver to the City copies of these licenses,
registration documents, and permits or proof of their issuance or renewal.
4.4 Contractor shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may
be necessary to assure proper accounting of all funds paid pursuant to this
Agreement. These records shall be subject, at all reasonable times, to inspection,
review, or audit as provided above.
4.5 The Contractor shall retain all books, records, documents or other material
relevant to this Agreement for three (3) years after its expiration. Contractor
agrees that the City, or its designee, shall have full access and right to examine
any of said materials at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and
documents made, collected, or prepared by the Contractor for performing the
services subject to this Agreement, as well as any final product, collectively
referred to as "work product," shall be deemed as the exclusive property of the
Professional Services Agreement- Apollo HVAC Maintenance
Page 2
City, including copyright as secured thereon. Contractor may not use them except
in connection with the performance of the services under this Agreement or with
the prior written consent of the City. Any prior copyrighted materials owned by
the Contractor and utilized in the performance of the services under this
Agreement, or embedded in with the materials, products and services provided
thereunder, shall remain the property of the Contractor subject to a license granted
to the City for their continued use of the products and services provided under this
Agreement. Any work product used by the Contractor in the performance of
these services which it deems as "confidential," "proprietary," or a "trade secret"
shall be conspicuously designated as such.
5.2 In the event of Contractor's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Contractor, along with
a summary of the services performed to date of default or termination, shall
become the property of the City, and tender of the work product and summary
shall be a prerequisite to final payment under this Agreement. The summary of
services provided shall be prepared at no additional cost, if the Agreement is
terminated through default by the Contractor. If the Agreement is terminated
through convenience by the City, the City agrees to pay Contractor for the
preparation of the summary of services provided.
6. Public Records.
6.1 Contractor acknowledges that the City is an agency subject to Chapter 42.56
RCW "Public Records Act." All preliminary drafts or notes prepared or gathered
by the Contractor, and recommendations of the Contractor are exempt prior to the
acceptance by the City or public citation by the City in connection with City
action.
6.2 If the Contractor becomes a custodian of public records of the City and request for
such records is received by the City, the Contractor shall respond to the request by
the City for such records within five (5) business days by either providing the
records, or by identifying in writing the additional time necessary to provide the
records with a description of the reasons why additional time is needed. Such
additional time shall not exceed twenty (20) business days unless extraordinary
good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Contractor within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Contractor at least ten (10) business days prior written notice of the
pending release and to reasonably cooperate with any legal action which may be
initiated by the Contractor to enjoin or otherwise prevent such release.
Professional Services Agreement- Apollo HVAC Maintenance
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7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Contractor.
No agent, employee, officer or representative of the Contractor shall be deemed to
be an employee, agent, officer, or representative of the City for any purpose, and
the employees of the Contractor are not entitled to any of the benefits or
privileges the City provides for its employees. The Contractor will be solely and
entirely responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Contractor is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Contractor shall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
7.4 The City may, at its sole discretion, require the Contractor to remove any
employee, agent or servant from employment on this Project who, in the City's
sole discretion, may be detrimental to the City's interest.
8. Indemnification.
8.1 The Contractor shall defend, indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages,
demands, suits, judgments, including attorney fees, arising out of, or as a result
of, or in connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Contractor or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
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8.2 Should a Court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily
injuries or damages to property caused by or resulting from the concurrent
negligence of the Contractor, and the City, its officers, employees, agents and
volunteers, the Contractor's liability and obligation to defend hereunder shall only
be the proportionate extent of the Contractor's negligence.
8.3 It is further agreed that the indemnification provided herein constitutes the
Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely
for the purposes of this indemnification.
8.4 No liability shall attach to the City by reason of entering into this Agreement
except as expressly provided herein.
8.5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Contractor's delayed or failed performance of Section 6 above.
8.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
9. Insurance. The Contractor shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the Contractor, its
agents, representatives, employees, or subcontractors.
9.1 Minimum Scone of Insurance. Contractor shall obtain insurance of the types
described below:
9.1.1 Automobile Liability insurance covering all owned, non - owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
9.1.2 Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, independent contractors and personal injury and advertising
injury. The City shall be named as an insured under the Contractor's
Commercial General Liability insurance policy with respect to the work
performed for the City.
9.1.3 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Contractor's profession.
Professional Services Agreement- Apollo HVAC Maintenance
Page 5
9.2 Minimum Amounts of Insurance. Contractor shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no
less than:
® $1,000,000 each occurrence;
® $2,000,000 general aggregate; or
9.2.3 Professional Liability insurance shall be written with limits no less than:
® $1,000,000 per claim;
® $1,000,000 policy aggregate limit; or
9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability, and Commercial General Liability insurance:
9.3.1 The Contractor's insurance coverage shall be primary insurance as
respects the City. Any insurance, self - insurance, or insurance pool
coverage maintained by the City shall be excess of the Contractor's
insurance and shall not contribute with it.
9.3.2 The Contractor's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
9.4 Acceptability of Insurers. Insurance is to placed with insurers with a current A.M.
Best rating of not less than A: VII.
9.5 Verification of Coverage. Contractor shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the
insurance requirements of the Contractor before commencement of the work.
10. Nondiscrimination. In the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular worker involved. The Contractor shall ensure that
applicants are employed, and that employees are treated during employment in the
performance of this Agreement without discrimination because of their race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
Professional Services Agreement- Apollo HVAC Maintenance
Page 6
handicap. Contractor shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting
discrimination in employment.
11. Covenant Against Contingent Fees. The Contractor warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Contractor, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Contractor, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to the Contractor due to its unique
qualifications to perform these services. The Contractor shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance
under this Agreement or any portions of this Agreement without the prior written
consent of the City, which consent must be sought at least thirty (30) days prior to
the date of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local,
State and Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement,
must have prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written
notice in advance of the effective date of such termination.
13.2 Termination for Cause. If the Contractor fails to perform in the manner called for
in this Agreement, or if the Contractor fails to comply with any other provisions
of this Agreement and fails to correct such noncompliance within five (5)
business days of written notice thereof, the City may terminate this Agreement for
cause. Termination shall be effected by serving a notice of termination on the
Contractor setting forth the manner in which the Contractor is in default. The
Contractor will only be paid for services and expenses complying with the terms
of this Agreement, incurred prior to termination.
Professional Services Agreement- Apollo HVAC Maintenance
Page 7
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators.
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
14.3.1 For the City: Rick Terway, Director A &CS
525 North 3rd Ave
Pasco WA 99301
terwayr @ pasco - wa.gov
14.3.2 For the Contractor: Bob Sandusky, Service Manager
PO Box 7287
Kennewick WA 99336
bsandusky @apollosm.com
15. Dispute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington, and it is agreed by each party
hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the
dispute cannot be resolved by agreement of the parties, said dispute shall be
resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties
waiving the right of a jury trial upon trial de novo, with venue placed in Pasco,
Franklin County, Washington. The substantially prevailing party shall be entitled
to its reasonable attorney fees and costs as additional award and judgment against
the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time
limitation provided for in this Agreement, shall not constitute a waiver of any other
similar event or other provision of this Agreement.
Professional Services Agreement- Apollo HVAC Maintenance
Page 8
17. Integration. This Agreement between the parties consist in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any
modification of this Agreement or change order affecting this Agreement shall be in
writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Contractor respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the Z6 day of AGh %r , 2014.
CITY OF PASCO, WASHINGTON
4 rew��--
Rick Terway, Dirq6or
Administrative & Community Services
Professional Services Agreement- Apollo HVAC Maintenance
Page 9
Exhibit A
1119W. Columbia Drive ■ P.O. Box 7287 ■ Kennewick WA 99336 ■ Phone 509-586-1104
Fax 509- 582 -8516 ■ Email info @apollos m.com ■ Web www.apolloheatingandair.com
! &
AM A Division of Apollo Sheet Metal Inc. WA aSeptember 30,72014a CC6 No. 56241
Preventative Maintenance For:
City of Pasco At Location: City of Pasco
Multiple Sites
Pasco, WA 99301
Apollo Sheet Metal, Inc. is committed to supplying our customers with the highest quality in preventative
maintenance and services. The company and its leadership believe in listening to our customers' needs and
building strong lasting relationships. The scope of these services has been determined as a result of our
discussions concerning your specific HVAC system support needs. Our support solution includes the services as
outlined below:
GENERAL SUPPORT PROGRAM FEATURES
(Included with all Support Programs)
• Discount on Parts and Labor: As a support contract customeryou will receive an additional 10% discount on
parts that need to be replaced or repaired and a 10% discount on the labor (if necessary) to install them.
• Account Manager: A designated Account Manager will be responsible for your total service satisfaction. Your
Account Manager will provide the designated services, monitor equipment performance, track equipment service
history, and consult with you to meet your objectives.
• Documentation: All scheduled and unscheduled service visits will be documented by a work order farm detailing
the service performed, materials used and hours spent.
• System and Service Log: APOLLO SHEET METAL, INC. will provide you with a log to enable you to document
concerns, system problems, and other related items requiring our attention. Each scheduled service visit shall
begin with a review of the log.
• Dedicated Service Team: Our Highly Skilled Service Team is knowledgeable in all facets of the HVAC industry. We
can quickly diagnose system problems, thus saving hours of labor that would be required by someone less familiar
with your system.
• Priority Response Time: Asa support program customer, you will be given priority for "emergency" calls. Should
an emergency arise, we will give you top priority over non - support program customers as well as the discounted
support program service rates. Guaranteed response times are identified under the "Specific Technical support
Inclusion" section of this proposal if applicable to your account.
• Multi -Year Program: By purchasing a continuous 1 -5 year support program, you "lock -in" on current year pricing
to realize additional savings.
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HVAC SYSTEMS MAINTENANCE
SPECIFIC TECHNICAL SUPPORT INCLUSIONS:
• Annual Fall Heating Verification: Verification of your heating systems operation is an effective way to
maximize equipment performance and efficiency. During this verification, all filters will be replaced with
pleated high efficiency filters , belts will be inspected if applicable, and the heating operation will be
thoroughly tested and adjusted for optimum performance. Additional checks include inspection and
lubrication of all motors bearings and bushings, inspection and cleaning of evaporator and condenser
coils, fans and blowerwheels, inspection and tightening of all electrical connections and wiring,
adjustment of refrigerant levels on heat pumps, and combustion efficiency testing on gas heat units.
• Annual Spring Cooling Verification: Verification of your cooling systems operation is an effective way
to maximize equipment performance and efficiency. During this verification, all filters will be replaced
with pleated high efficiency filters , belts will be changed if applicable, and the cooling operation will be
thoroughly tested and adjusted for optimum performance. Additional checks include inspection and
lubrication of all motors bearings and bushings, inspection and cleaning of evaporator and condenser
coils, fan blades and blower wheels, inspection and tightening of all electrical connections and wiring,
adjustment of refrigerant levels.
• Mid Winter Inspection: During our Mid - Winter inspection, all air filters will be replaced, the belts will
be adjusted and proper heating operation will be verified.
• Mid - Summer Inspection: During our Mid - Summer inspection, all air filters will be replaced, the belts
will be adjusted and proper cooling operation will be verified.
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By and Between
Apollo Sheet Metal
City of Pasco
1207 W. Columbia Drive
PO Box 293
Kennewick, WA 99336
Pasco, WA 99301
Services shall be provided at the City of Pasco
following Location: Multiple Sites
Pasco, WA 99301
Apollo Sheet Metal shall provide the services as
outlined in this Support Service program document
dated : September 30, 2014
Duration: This agreement shall remain in effect for an original term of 1 -S years beginning at the
preset dates stated below and for the annual amount also stated below. Sixty (60) days
prior to current contract expiration date, representative of:
City of Pasco
and Apollo Sheet Metal shall reevaluated the facility needs and modify the support
program services as required.
Termination: Either party may terminate this agreement with sixty (60) day written notice with current
reconciliation of costs.
Charges: For services outlined herein, City of Pasco
agrees to pay Apollo Sheet Metal the following amount payable upon presentation of
invoice:
Prices quoted in this proposal do not include sales tax and are firm for 45 days from date of proposal
Please sign and either mail or fax this signed proposal back to Apollo Heating and Air.
Proposal Accepted by:
Print or Type
Signature Date
Title
Proposal Submitted By:
_1"Le a,,,,, September 30, 2014
Bob Sandusky
Service Manager (509) 727 -3198
bsanduskv apollosm corn
Apollo Heating & Air
Kennewick, WA
AM G"W "WW
Five Year Option
Yes
No
1st Year
9/30/2014
THRU
9/30/2015
$44,192
+Tax
Yes
_( No
2nd Year
9/30/2015
THRU
9/30/2016
$44,192
+Tax
Yes
No
3rd Year
9/30/2016
THRU
9/30/2017
$44,192
+Tax
Yes
No
4th Year
9/30/2017
THRU
9/30/2018
$44,633
+Tax
Yes
J No
5th Year
9/30/2018
THRU
9/30/2019
$44,633
+Tax
Prices quoted in this proposal do not include sales tax and are firm for 45 days from date of proposal
Please sign and either mail or fax this signed proposal back to Apollo Heating and Air.
Proposal Accepted by:
Print or Type
Signature Date
Title
Proposal Submitted By:
_1"Le a,,,,, September 30, 2014
Bob Sandusky
Service Manager (509) 727 -3198
bsanduskv apollosm corn
Apollo Heating & Air
Kennewick, WA
AM G"W "WW
COMPANY NAME / BILLING
WORK LOCATION SITE
Dan Dotty
Fax: 509 - 543 -5756
509 - 430 -6516
dottad0pasco- wa.aov
City of Pasco
PO Box 293
Pasco, WA 99301
City of Pasco
Multiple Sites
Pasco, WA 99301
LOCATION
COP Main Contract 53`6
Fire Station Rd 68
Kurtzman Building
Pasco Multi -Model
Animal Control
MILK Building
Post Office
Fire Station Oregon Ave
Library
W WTP - Court St.
Shop Contract 6&
Cemetary
Shops
Public Works Contract 5`-t
Admin Building
Bay #1, #2, & #3
Vacuum Truck Storage /Sign Shop
Storage Bays (2)
Sewers Vacuum Truck Garage
W WTP - Buttercup 4
W WTP - Gray St 320/.
Headworks
Blower Building
RAS/WAS Building
UV BUllding
Blower Building /Satellite Lab
Thickener Biulding
Boiler Building
Admin Building
9th & Washington Lift Station
Maintland Lift Station