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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 Page 3 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. Professional Services Agreement- Apollo HVAC Maintenance Page 4 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. 1of3 satiny & AK Col WT( 4 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. 2of3 tarink 8 Am cuowrmaku 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