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HomeMy WebLinkAboutR-2007-146 ATS Automation, Inc., Agreement (re: police / legal center HVAC)RESOLUTION NO. R-2007-146 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a service agreement with ATS Automation, Inc. to perform necessary maintenance and repairs to the HVAC system at the City of Yakima Police and Legal Center. WHEREAS, the HVAC system in the City of Yakima Police and Legal Center requires routine diagnostics, maintenance and repair; and WHEREAS, ATS Automation, Inc., the current service vendor has the experience and expertise to perform the required services; and WHEREAS, ATS Automation, Inc. is agreeable to continue the existing service agreement with a reasonable price increase; and WHEREAS, other vendors do not currently possess knowledge of the system necessary to efficiently continue the existing maintenance program; and WHEREAS, the current service agreement is scheduled to expire on October 31, 2007; and WHEREAS, the City Council deems it to be in the best interest of the City to contract with ATS Automation, Inc. to provide the necessary repair services to the HVAC system located at the City of Yakima Police and Legal Center at 200 South 3rd Street, Yakima, Washington, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated Service Support Program to be in effect from November 1, 2007 through October 31, 2012. ADOPTED BY THE CITY COUNCIL this 16th day of October 2007. ATTEST: 42_51--dra-oLk City Clerk Page -1 David Edler, ayor SUPPORT SERVICES AGREEMENT BETWEEN THE CITY OF YAKIMA AND ATS AUTOMATION, INC. THIS AGREEMENT (hereinafter the "Agreement") is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City"), and ATS Automation, Inc. (hereinafter the "Contractor"). WHEREAS, the HVAC system of the City of Yakima Police and Legal Center located at 200 South Third Street, Yakima, Washington, requires support services on a regular basis in order to protect the HVAC system equipment and to maintain a reasonable level of comfort in a wide variety of environmental conditions. WHEREAS, the City has previously contracted with ATS Automation, Inc. for these services (City Contract Numbers 2001-101 and 2005-40). WHEREAS, City Contract No. 2005-40 will expire on midnight, October 30, 2007. WHEREAS, the Contractor is willing to continue to provide said support services in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and the Contractor as follows: 1. Scope of Work. The Contractor shall provide the City with HVAC and temperature control support services described in Contractor's Service Support Program, dated September 14, 2007, and attached and incorporated herein as Exhibit "A." 2. Term of Agreement. The term of this Agreement shall commence on November 1, 2007, and shall terminate at midnight, October 31, 2012, unless sooner terminated by either party in accordance with Section 18 of this Agreement. 3. Compensation. a. Compensation for Support Services. The City agrees to compensate the Contractor an annual sum of Eight Thousand Eight Hundred Forty Dollars ($8,840.00) for the support services provided by the Contractor under this Agreement. The total amount of compensation for services provided under this Agreement shall be a total of Forty Four Thousand Two Hundred Dollars ($44,200.00). The annual sum and total amount do not include Washington State sales tax. b. Payment for Compensation. Billing and payment shall be on a quarterly basis. The City shall make payment to the Contractor within thirty (30) calendar days upon receipt of each quarterly billing. All payments are expressly conditioned upon the Contractor providing support services hereunder which are satisfactory to the City. c. Payment in the Event of Termination. In the event that the City terminates this Agreement under Section 18, the Contractor shall be compensated in accordance with the above 1(00%517- PF terms for all satisfactory support services provided hereunder to the City up to the effective termination date. d. Maintenance of Financial Records/Documents. When requested to do so by City representatives, the Contractor shall make the cost records, accounts and related financial documents pertaining to this Agreement available for inspection by City representatives during the term of this Agreement and for a period of three (3) years following the final payment to the Contractor by the City. In the event that any audit or inspection identifies any discrepancy in such financial records, the Contractor shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy. 4. Status of the Contractor. The Contractor and the City understand and expressly; agree that the Contractor is an independent contractor in the performance of each and every part of this Agreement. The Contractor, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Additionally, and as an independent contractor, the Contractor and its directors, officials, officers, agents, members, employees and volunteers shall make no claim of City employment nor shall; claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Contractor or any director, official, officer, agent, member, employee or volunteer of Contractor and the City. 5. Taxes and Assessments. Except to the extent that the City is obligated to pay Washington State sales taxes upon the amount of compensation due Contractor as provided in Section 3 of this Agreement, the Contractor shall be solely responsible for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, ;FICA, social security tax, assessments for unemployment and industrial insurance, and ! other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, the Contractor shall pay the same before it becomes due. 6. Nondiscrimination Provision. During the performance of this Agreement, the Contractor shall not discriminate in violation of any federal, state, and/or local law and/or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff, or termination, rates of pay or other forms of compensation, selection for training, and the provision of HVAC software and graphics engineering, repairs, parts, equipment, installation of same, and startup/testing under this Agreement. 7. Compliance with Law. The Contractor agrees to perform all services required under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 8. No Insurance. It is understood the City shall not maintain liability insurance for the Contractor, its officers, employe or subcontractors. 9. Indemnification and Hold Harmless. () agr/Police-ATS auto support xmcc contract 9-07 a. The Contractor agrees to protect, defend, indemnify, and hold harmless the City, its elected officials, agents, officers, and employees from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) caused by or occurring by reason of any negligent act and/or omission of the Contractor, its officers, employees, agents, and/or subcontractors, arising out of or in connection with the performance or nonperformance of the services, duties, and obligations required under this Agreement. b. In the event both the Contractor and City are negligent, the Contractor's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs, and expenses (including reasonable attorney's fees) that can be apportioned to the Contractor, its officers, employees, agents, and/or subcontractors. c. Nothing contained in this Section or this agreement shall be construed to create a liability or a right of indemnification m any third party. 10. Insurance Provided by Contractor. Before this Agreement is fully executed by the parties, the Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in , effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. The Contractor shall ensure that all subcontractors it utilizes for work/services required under this Agreement shall comply with all of these insurance requirements. 11. Delegation of Professional Services. The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged upon suchwork or services except upon written approval of the City. 12. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 13. No Conflict of Interest. Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 14. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. (jc) agr/police-A75 auto support services contract 9-07 1 15. Non -Waiver. The waiver by Contractor or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 16. Integration. This Agreement sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. There are no terms, conditions, or agreements with respect thereto, except as herein provided and no amendment or modification of this Agreement shall be effective unless reduced to writing and executed by the parties. 17. Survival. Any provision of this Agreement which imposes an obligation; after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 18. Termination. a. Termination for cause. In the event that either party breaches or defaults with respect to any of its duties, obligations and conditions of this Agreement, the other party shall be entitled to terminate this Agreement by providing the breaching/defaulting party with a written termination notice thirty (30) calendar days in advance of the effective termination date. The notice shall describe how the other party is in breach/default of this Agreement! The breaching/defaulting party shall have the right to cure such breach/default during the thirty (30) calendar day notice period. i b. Termination without cause. Either party may terminate this Agreement without cause by providing the other party with a termination notice ninety (90) calendar days in advance of the effective termination date. 19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: To City: To Contractor Sam Granato, Police Chief Yakima Police Department 200 South Third Street Yakima, Washington 98901-2830 Pete Gaines, Sales Service Engineer ATS Automation, Inc. 450 Shattuck Avenue South Renton, Washington 98055 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. (K) ay./police-MS auto support swim contract 9-07 21. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County. ONTRACTOR "By: Its: Brian Allen, CEO Date: G7 STATE OF WASHINGTON) ss. County of Yfa ) CITY OF YAKIMA By: Date: Attest R.A. Zais r., City Manager /D -/8' -07 keecte,-/A) City Clerk / , City C ntract No. Aveseli.444071 0,1 Mq1 le-aoo7-iy� I certify that I know or have satisfactory evidence that Bryan Allen, CEO is the person who appeared before me, and said person acknowledged that he signed this instrument as the _ c6.,0 of ATS Automation, Inc., a Washington corporation, and on oath stated that he was authorized to execute the instrument and acknowledged it to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument DATED: (/2 i(TI (jc) agr/paLce-ATS auto support services contract 9-07 fd �0��';r��;�r„r�-� Washington, residing at „,�; o°'A�Oi1�, }- 0%. My commission expires: ifi•..aa • i •PUB\-\\ I Z Print Name: ► dliane Martin NOTARY PUBLIC in and for the State of ICc--t-+'J . to/LG/ir AUTOMATION Yakima Police Department Service Support Program November 1, 2007 — October 31, 2012 Prepared by: Pete Gaines, ATS Automation (425) 251-9680 September 14, 2007 Introduction: The Yakima Police Department is a 24-hour/7day week operating facility. The department operations staff is responsible for maintaining tenant comfort in a wide variety of environmental conditions. The facility staff is experienced in all areas of HVAC and temperature controls and does not require a high level of support from vendors, but uses support plans to augment their current knowledge and protect their equipment investment over the long term. ATS Goals: ATS's goals with this proposal are: 1. Promote training for site engineer, in order improve energy efficiency and reliable operation. 2. Support facility staff with pre -season inspections/maintenance. 2. Develop a regular maintenance relationship with the Yakima Police Department to promote automated operation of controls and maximum facility uptime. Proposal Contents: 1. ATS General Service Plan Features (included with all service plans) 2. ATS Custom Service Plan Features (on customer request/input) 3. Tentative Calendar 4. Support Plan Pricing Summary. 5. Current Agreement Terms and Conditions as Provided by the City of Yakima. ATS General Service Plan Features- (Included with all service plans) • Price Advantage- As a Support plan customer you will receive an additional discount on parts that need to be replaced or repaired and a discount on the labor needed to install them (discount from our normal rates). Your discounted service plan labor rate will be $95/hour standard time and $135/hour overtime as compared to $125/hour standard time and $175/hour overtime for other customers. Your discounted Service plan multiplier for Alerton and Belimo materials will be .45 against list price compared to a .55 multiplier for other customers. • Account Manager - A dedicated 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 service visits will be documented by a work order detailing the service performed, materials used, and hours spent. • System and Service Log - ATS will provide you with a log for documentation of 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 Service Team knows Alerton systems. All of our service technicians are factory trained on Alerton equipment, and are specialists in maintaining and troubleshooting your system. • Priority Response Time: As a 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. Any guaranteed response times are identified under the "Custom service offerings" section of this proposal. • Multi -Year Program: By agreeing to a multi-year program, you can lock in future years at current prices. ATS Custom Service Plan Features included in this agreement as noted below: o Preventative Maintenance- Regular visits from an ATS service technician can help head off emergency calls before they happen. Computer performance, network speed, and sensor calibration are just a few of the items that can benefit from regular service attention. ✓ Four quarterly preventative maintenance (PM) services per year. Spring and Summer PM services will primarily focus on cooling system readiness: outside air dampers, chillwater valve actuators, and temperature sensors. Fall and Winter PM service will look at heating system: water coil freeze protection sensors, temperature alarms, heating valve actuators. In addition, technician can address any other system deficiencies noted by building engineer. ATS will spend up to eight hours per visit repairing any system deficiencies as required. In addition, the technician will review building control network, check computer performance, and backup the entire network database. • Database Protection- The stored electronic information (programming, setpoints etc) in your system represents a large part of your investment. ATS will backup your entire database on a regular basis to ensure that it is always complete and up-to-date. We will maintain a site copy at your facility as well as keeping a protected copy in our office. ✓ Full database backup 4 times per year. One copy stored on site with building owner, second copy maintained in ATS office. ® Systems Training- Training can come in two main formats: Factory training at the Alerton Headquarters, and on-site training at your schedule. ATS can sponsor your employees at the Alerton factory for 1-2 week classes or alternatively, set up smaller blocks of training at your site, on your schedule. ✓ One (I) ATS factory training course per year (1 week course). rff3" ® Support Services- Extra hours of support as you need it, whether it is immediate online support from our office, or an on-site visit from a service technician. Prepaying for these hours allows you to budget for emergency calls or special projects, and spread the payments on your terms. ✓ 20 Hours annually. Technician hours can be used either on-site or on-line as required. On-site hours can be used for any service, preventative maintenance, training requirements or any custom service plan features listed in this document. ATS Automation- Tentative Calendar of Services Customer: Yakima Police Department Checked items below are included in this Support Services Program for the Yakima Police Department as detailed under "Custom Service Plan Features" XX XX XX Preventative Maintenance System Commissioning Database Protection Systems Training- Factory Training Systems Training- On-site Training Other Services Technology Upgrades Support Services Parts Coverage XX Ma.y,.t May Y'Juin `:;Jul,; "Au ! g, e "�� p.Oct" : Ngv�_ Dec; ;i ry.: :,Jane Feb';l XX XX XX XX XX XX XX XX XX As available 20 hours As required Support Plan Pricing Summary: We have included the following Custom Service Plan Features in this agreement as detailed in the previous section: Preventative Maintenance Systems Training Database Protection Support Services Pricing for these features is based on a 5 -year program, billed quarterly at the beginning of the quarter. Cancellation conditions are detailed in the "Terms and Conditions" section. Year 1: $8,840.00 plus WSST Year 2: $8,840.00 plus WSST Year 3: $8,840.00 plus WSST Year 4: $8,840.00 plus WSST Year 5: $8,840.00 plus WSST ATS believes that this proposal includes the best interests of the Yakima Police and is based on your input and our past service history. Please feel free to contact me if you have any questions. Respectfully, Pete Gaines Service Sales Engineer BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON • AGENDA STATEMENT Item No. -Y 1 l • For Meeting of Oct. 16, 2007 ITEM TITLE: Consideration of a Resolution Authorizing the City Manager to enter into an agreement with ATS Automation, Inc. for maintenance and repairs to the City of Yakima Police and Legal Center HVAC system. SUBMITTED BY: Chief Samuel Granato, Yakima Police Department CONTACT PERSON/TELEPHONE: Chief Samuel Granato - 575-6211 Lt. Gary Belles - 576-6547 Jeff Cutter - 575-6030 SUMMARY EXPLANATION: Proper maintenance and repair of the City of Yakima Police and Legal Center HVAC system is crucial to the efficient operation of the Yakima Police Department, the Legal Department and the Yakima Municipal Court. After several years of difficult adjustments, this system has been developed to the point where it has operated at a high level of efficiency for the past three years. ATS Automation Inc., the vendor servicing the system, has been instrumental in this process, providing maintenance and repair in an effective and responsive manner. The current service contract with ATS is scheduled to expire on October 31, 2007. It will be necessary to renew this contract with a five year agreement in order to assure continued servicing of the HVAC system. ATS has proposed a service agreement that will extend the same level of service currently enjoyed at an annual cost of $8,840 plus sales tax for the next five years. The agreement will also provide for a reduced hourly service rate should repairs be required. City Council authorization for the City Manager to enter into this agreement will be needed to assure ongoing maintenance of the heating and cooling system at the City of Yakima Police and Legal Center. Resolution X Ordinance Other (Specify) Contract Mail to (name and address): Phone: Funding Source APPROVED FOR SUBMITTAL: ----‘%--4-NCity Manager STAFF RECOMMENDATION: Staff recommends the Council adopt the attached resolution authorizing the City Manager to enter into the proposed service agreement with ATS Automation, Inc. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: