Loading...
HomeMy WebLinkAboutR-2002-050 ATS Automation, Inc. Agreement (Police/Legal Center HVAC)RESOLUTION NO. R-2002- 50 A RESOLUTION authorizing the City Manager of the City of Yakima to execute an agreement with ATS Automation, Inc. to perform necessary repairs to the HVAC system located at the City of Yakima Police and Legal Center. WHEREAS, the HVAC system located at the City of Yakima Police and Legal Center, 200 South Third Street, Yakima, Washington is not functioning properly and is in need of certain repairs and replacement of parts and equipment; and WHEREAS, the Contractor has the experience and expertise necessary to perform the necessary repairs and is willing to provide the required repairs, parts, equipment, installation of same, and startup/testing in accordance with the terms and conditions of the attached agreement; 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 Yakima Police and Legal Center located at 200 South Third 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 "Agreement between the City of Yakima and ATS Automation, Inc." ADOPTED BY THE CITY COUNCIL this 16th day of April, 2002. ATTEST: 71(ovicp,, ee-ei-eA-Z-) Karen Roberts, City Clerk (Ik) res.HVAC ATS Automation 4-02.pm 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, is not functioning properly and is in need of certain repairs and replacement of parts and equipment. WHEREAS, the Contractor has the experience and expertise necessary to perform the necessary repairs and is willing to provide the required repairs, parts, equipment, installation of same, and startup/testing 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 repairs, parts, equipment, installation of same, and startup/testing as described in Contractor's Scope of Work, dated January 29, 2002, and attached and incorporated herein as Exhibit "A." The Contractor agrees at all times to keep the job site clean of debris arising out of its own operations. 2. Time Period for Performance of Service. The term of this Agreement shall commence upon the execution hereof and shall terminate at the time of satisfactory completion of all repairs and services outlined in Exhibit "A" unless the Agreement is earlier terminated by either party in accordance with Section 20 of this Agreement. The Contractor shall proceed in a timely and diligent manner. The Contractor shall not be responsible for any delays that could not have been reasonably foreseen by the parties at the time this Agreement was executed. 3. Compensation. a. Fee for Repair Services, Parts and Equipment. In consideration of the satisfactory completion of repair and installation services and provision of the parts and equipment (all described in Exhibit "A"), the City agrees to compensate the Contractor a total of Eleven Thousand Three Hundred and Forty Five Dollars ($11,345.00). This total amount does not include Washington State Sales Tax. b. Payment for Compensation. The Contractor shall provide the City with an itemized invoice/billing no later than thirty (30) calendar days after the HVAC repairs, parts, equipment, installation of same, and startup/testing are provided. The City shall make payment to the Contractor within thirty (30) calendar days upon receipt of each invoice/billing. All payments are expressly conditioned upon the Contractor providing HVAC repairs, parts, equipment, installation of same, and startup/testing 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 20, the Contractor shall be compensated in accordance with the above terms for all satisfactory HVAC repairs, parts, equipment, installation of same, and startup/testing provided to the City under this Agreement 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. Documentation and Ownership Thereof. The Contractor shall provide the City with all necessary and relevant documentation for the HVAC repairs, parts, equipment, installation of same, and startup/testing provided under this Agreement and complete "as -built" documentation for all control work performed under this Agreement. All reports, designs, drawings and specifications prepared by the Contractor pursuant to this Agreement shall be the property of the City upon payment being made by the City to the Contractor in accordance with the Agreement. The Contractor shall provide the City with originals and/or reproducible copies of such documents as requested by City representatives. 5. Warranties and Exclusions. The Contractor warrants all HVAC repairs, parts and equipment performed/purchased/provided under this Agreement to be free from defects in material and workmanship arising from normal usage for a period of one (1) year from the time and date when said HVAC repairs, parts and equipment have been successfully installed and tested for operational use. 6. Information to be provided by the City. The City shall provide the Contractor with access to all information at its disposal pertinent to the site of project area, including but not limited to previous reports, drawings, plats, surveys, utility records and other similar data. 7. 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. 8. 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 before it becomes due. 9. 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, Page - 2 political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but 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. 10. 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. 11. No Insurance. It is understood the City shall not maintain liability insurance for the Contractor, its officers, employees or subcontractors. 12. Indemnification and Hold Harmless. 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 in any third party. d. The indemnification provisions in this Section shall survive the expiration or termination of this Agreement. 13. Insurance Provided by Contractor. a. Commercial Liability Insurance. 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 (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). 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 (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or Page - 3 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 this insurance requirement. 14. 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 such work or services except upon written approval of the City. 15. 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. 16. 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. 17. Severabilitv. 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. 18. Integration. This written document constitutes the entire agreement between the City and Contractor. There are no other oral or written Agreements between the parties as to the subjects covered herein. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 19. 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. 20. Termination. The City or Contractor may terminate this Agreement, with or without cause, by giving the other party fifteen (15) calendar days written notice of termination. 21. 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: Don Blesio, 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 Page - 4 notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 23. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County. CONTRACTOR Date: ATS Automation, Inc. Page - 5 CITY OF YAKIMA Date: City Manager City Contract No. 2-0Ot - Whe-2-002. - 5o AUTOMATION DATE: January 29, 2002 TO: City of Yakima Police Station ATTENTION: Lt. Mike Vowell FROM: Pete Gaines SUBJECT: City of Yakima Police Station — Post Commissioning Repairs "Exhibit A" With regards to the above-mentioned subject, ATS Automation is pleased to offer this quote for materials and labor required to repair the following system deficiencies at the Yakima Police Station. Scope of Work: • TU -01: Remove and replace Terminal Unit controller and test for proper operation. • TU -09: Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -12: Remove and replace Terminal Unit controller. Remove and replace damper actuator. Terminate actuator and test for proper operation. • TU -14: Remove and replace Terminal Unit controller and test for proper operation. • TU -15: Remove and replace Terminal Unit controller. Remove and replace damper actuator. Terminate actuator and test for proper operation. • TU -20: Remove and replace Terminal Unit controller and test for proper operation. • TU -22: Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -24: Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -26: Remove and replace Terminal Unit controller. Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -35: Remove and replace Terminal Unit controller. Remove and replace damper actuator. Terminate actuator and test for proper operation. • TU -39: Remove and replace Terminal Unit controller and test for proper operation. • TU -41: Remove and replace Terminal Unit controller and test for proper operation. • TU -43: Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -51: Remove and replace Terminal Unit controller and test for proper operation. • TU -52: Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -53: Remove and replace Terminal Unit controller and test for proper operation. • TU -55: Remove and replace Buchanon terminal. Terminate controller and test for proper operation. • TU -60: Remove and replace Terminal Unit controller and test for proper operation. • TU -62: Remove and replace Terminal Unit controller and test for proper operation. • TU -67: Remove and replace Terminal Unit controller and test for proper operation. • TU -72: Remove and replace Terminal Unit controller and test for proper operation. • TU -75: Remove and replace Buchanon terminal. Remove and replace damper actuator. Terminate actuator and controller and test for proper operation. • AHU-2: Repair leaking pipe fittings and reinstall insulation removed to perform repairs. • AHU-4: Repair leaking pipe fittings and reinstall insulation removed to perform repairs. The cost to provide materials and labor to correct the above noted system deficiencies at the Yakima Police Station is $ 11,345.00 + W.S.S.T. Thank you for the opportunity to work with you on this project. If you have any questions please contact me at (425) 251-9680. Respectfully Pete Gaines Service Sales Engineer This proposal shall remain valid for 30 days. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 25B For Meeting of April 16, 2002 ITEM TITLE: Consideration of a Resolution Authorizing the Chief of Police to enter into an agreement with ATS Automation, Inc. for repairs to the Police Station/Legal Center HVAC system. SUBMITTED BY: Chief Blesio, Police Department CONTACT PERSON/TELEPHONE: Chief Blesio - 575-6211 Lt. Mike Merryman — 575-6218 SUMMARY EXPLANATION: The City of Yakima Police Station/Legal Center has continued to experience ongoing mechanical breakdown and sub -par performance of its' HVAC system. The HVAC system has undergone extensive inspection, testing and repairs to correct deficiencies in the system. All employees, visitors and prisoners housed in the facility are impacted by ineffective HVAC operations. The repairs to be made under this agreement are expected to correct all know deficiencies to the HVAC system which will allow for a final "Test and Balance" of airflow within the facility. It is expected that a properly functioning HVAC system will provide for more efficient heating and cooling for employees, visitors and prisoners within the facility. The Chief of Police will enter into an agreement with ATS Automation Inc. for the necessary HVAC repairs, parts, equipment, installation of same, and startup/testing as described in the Contractor's Scope of Work. Staff is requesting the City Council to direct the Chief of Police enter into this agreement (attached) with ATS Automation, Inc., for the total sum of $11,345.00 plus W.S.S.T. Resolution X Ordinance Contract Other (Specify) Funding Source APPROVED FOR SUBMITTAL: STAFF RECOMMENDATION: Staff recommends the Council adopt the attached Resolution directing the Chief of the Yakima Police Department to enter into an agreement with ATS Automation, Inc. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION R-2002-50