HomeMy WebLinkAbout2016-03-02 - North Cascades Heating and Air Conditioning Inc - General Agreements / General Service AgreementsHVAC Service Agreement
1. Parties. The Parties to this agreement ("Agreement") are the City of East Wenatchee
("City") and North Cascades Heating and Air Conditioning, Inc. ("North Cascades").
In consideration of the terms, conditions, covenants, and performance of the scope of
work contained herein, as attached and made a part hereof, the City and North Cascades
mutually agree as follows:
2. North Cascades' Terms and Conditions: The terms and conditions by North Cascades
contained in Exhibit A are made a part of this contract. Any conflict of the terms and conditions
of Exhibit A with any section of this contract will be governed by the language of this
agreement.
3. Scope of work. The City requires HVAC services at its City Hall building and at its
Police Annex Building. North Cascades shall provide the services for these two buildings as
specified in Exhibit B. These services shall be termed "work" herein.
The City and North Cascades shall also abide by the following:
a. Neither smoking nor tobacco use is permitted on City grounds.
b. North Cascades shall be issued necessary building key set(s). In no case shall
North Cascades make duplicates. North Cascades and its employees shall ensure
that all doors that they unlock are secured. Failure to properly secure City
buildings may result in a reduction of payment and/or collection of damages.
c. North Cascades shall report any damage or potential hazard involving facility
property immediately to the Contract Administrator during normal business hours
8:00 AM to 5:00 PM. After normal business hours, reports shall be directed to the
Police Department, telephone (509) 884-9511
d. Hazardous conditions shall be immediately remedied or secured to prevent further
damage and/or protect facility visitors from injury. It is North Cascades'
responsibility to provide close supervision of maintenance operations and
management of the site.
e. Incidents, altercations or accidents involving facility visitors, North Cascades'
employees, or City employees shall be reported to the Contract Administrator in a
timely manner. The Contract Administrator, at its discretion, may require a
written report from North Cascades describing the incident or accident.
f. Equipment to be maintained shall be the equipment listed in Exhibit C
4. Term of Agreement. The effective date of this contract is March 1, 2016. This
Agreement expires on February 28, 2017. This Agreement shall automatically renew for an
additional two-year term, unless one party gives sixty days written notice to the other party that it
intends to terminate the Agreement. The City may terminate this Agreement without cause upon
written notice. Work in progress will be paid, on a prorated basis to the date ordered to stop.
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North Cascades may terminate this Agreement by 30 days' written notice to the City and may
terminate services at any time without notice for nonpayment.
5. Compensation.
a. Total Compensation. The City shall pay North Cascades $2,637.38 per quarter for
performing the work set forth in paragraph 3.
b. Disputed work: If the City believes in good faith that some portion of work has
not been completed satisfactorily; the City may request that North Cascades
correct the work before the City pays for such work. In such event, the City must
reasonably explain to North Cascades its concern over the work and the remedy
that the City expects from North Cascades. The City may withhold from any
payment otherwise due an amount that the City in good faith is under dispute, or
if North Cascades does not provide a sufficient remedy, the City may retain the
amount equal to the cost to the City for otherwise correcting or remedying the
work not properly completed.
Method of Payment. North Cascades shall submit a quarterly invoice for
compensation. The quarterly invoice shall contain a detailed description of the
work performed during the month, the number of hours spent performing such
work, and any reimbursable costs and expenses incurred in connection with such
work. Unless the City disputes North Cascades' entitlement to payment under 9[
4.b., The City shall remit payment within 30 days of receiving the quarterly
invoice.
d. Invoices. North Cascades shall submit invoices to the following address:
The City of East Wenatchee
271 Ninth 5t. NE
East Wenatchee, WA 98801
Attention: Teresa Allen
6. Representations. North Cascades represents and warrants that it has the requisite
training, skill and experience necessary to provide work and is appropriately accredited and
licensed by all applicable agencies and governmental entities.
7. Independent Contractor. The parties intend and understand that North Cascades shall
be an independent contractor. The parties further intend and understand that the City shall be
neither liable for, nor obligated to pay: sick leave, vacation pay, social security or other tax that
may arise as an incident of employment, or any other benefit of employment.
North Cascades shall pay all income and other taxes as due. Any industrial or other insurance
purchased for the benefit of North Cascades shall not convert this Agreement to any type of
employment contract.
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The Parties recognize that North Cascades may perform professional work during the term for
other parties and that the City is not the exclusive user services provided by North Cascades.
8. Property and Confidential Information. North Cascades shall not, without the prior
written consent of the City, disclose to third parties information that is not otherwise subject to
public disclosure unless:
a. The information is known to North Cascades prior to receiving the same directly
or indirectly in connection with the work;
b. The information is in the public domain at the time of disclosure by North
Cascades; or
C. The information is received by North Cascades from a third party who does not
have an obligation to keep the same confidential.
9. Holidays. North Cascades is not obligated to perform services on the following holidays:
New Years Day, Martin Luther King Jr. Day, Presidents Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day. Services on holidays, when requested,
shall be charged on an overtime basis. A holiday on the sixth or seventh day of the workweek
shall be subject to additional charge of a full day at straight time if wages are required to be paid
for that day.
10. Indemnification. North Cascades releases and shall defend, indemnify and hold
harmless the City, its elected officials, officers, employees, agents and volunteers from any and
all claims, demands, losses, negligent acts or omissions, and liabilities (including costs and all
attorney's fees) to or by any and all persons and entities, including without limitation, their
respective agents, licensees, or representatives, arising from, resulting from, or connected with
this Agreement to the extent caused by the negligent acts, errors or omissions of North Cascades,
its partners, shareholders, agents, employees, or by North Cascades' breach of this Agreement.
To the maximum extent permitted by applicable law, the indemnification set forth in the
preceding paragraph shall apply. However, this shall not require North Cascades to indemnify
the City against any liability for damages arising out of bodily injury or property damages caused
by or resulting from negligence of the City. The City shall protect, defend and indemnify and
save harmless North Cascades, its representatives and other employees all costs, claims,
judgments or awards of damages arising out of the negligent acts or omissions of the City, its
officers or employees. Further, in the case of concurrent negligence of North Cascades on the
one hand and the City on the other hand, each party shall be required to indemnify the other only
to the extent of the negligence of the party.
North Cascades releases and shall defend, indemnify and hold harmless the City from and
against all claims, cost, liabilities, damages, expenses (including but not limited to reasonable
attorney fees) and royalties based upon any actual or alleged infringement or misappropriate of
any patent, copyright, trade secret, trademark, or other intellectual property right by any work.
Further, if any work infringes or misappropriates any patent, copyright, trade secret, trademark
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or other intellectual property right, North Cascades shall either (a) procure for the City the right
to use such work; or (b) modify work so that it no longer infringes or misappropriates any such
right.
11. Employees. Upon written request by the City, North Cascades will remove from service
any employee assigned to the City's premises who has engaged in improper conduct, including
without limitation, a breach of the City's policies or failure to perform the duties herein.
12. Audit. Until at least 12 months following final payment, North Cascades shall provide
the City prompt access to (and the City shall have the right to examine, audit and copy) all of
North Cascades' books, documents, papers and records related to the work performed under this
Agreement.
13. Evaluation and Monitoring. North Cascades shall control and direct the performance
of the work of North Cascades pursuant to this Agreement, subject to oversight by the City. The
City reserves the right to inspect, review and approve the work of North Cascades to assure that
it has been completed as specified, before payment. North Cascades shall cooperate with and
freely participate in any monitoring or evaluation activities conducted by the City that are
pertinent to the intent of this Agreement.
14. Prevailing Wages. North Cascades represents the that the hourly wages to be paid to its
employees shall not be less than the prevailing rate of wage for an hour's work in the same trade
or occupation in the Chelan/Douglas County area. North Cascades shall submit Washington
Department of Labor and Industries "Intent To Pay Prevailing Wage" documents to the City for
each year this contract is in effect.
15. Insurance and Taxes. North Cascades agrees to maintain in full force and effect during
the term of this Agreement the following insurance coverages with regards to work performed
for the City under this Agreement: 1) Commercial General Liability insurance with limits for
bodily injury and property damage of not less than $1 million per occurrence; 2) Commercial
Automobile Liability insurance with limits of liability for bodily injury and property damage but
not less than $1 million per occurrence; 3) Workers' Compensation insurance and statutory
limits and with and employers liability limit of at least $500,000. North Cascades has the right
to be self -insured where permitted by state law or to provide such coverage subject to its
deductible or self -insured retention. Upon request, North Cascades will provide the City with a
certificate of insurance describing the coverage provided in accordance with these provisions.
16. Non -Discrimination. With regard to the work performed by North Cascades, in the
selection and retention of its employees, North Cascades shall not discriminate on the grounds of
age, sex, marital status, sexual orientation, race, creed, color, national origin, honorably
discharged veteran or military status, or the presence of any sensory, mental, or physical
disability or the use of a trained dog guide or service animal by a person with a disability, unless
based upon a bona fide occupational qualification.
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17. General Provisions.
a. Governing Law. This Agreement shall be interpreted, construed, and enforced in
all respects in accordance with the laws of the State of Washington.
b. Full Agreement. This Agreement and all attachments form all of the covenants,
promises, agreements and conditions, between the parties. All attachments and
addendum are incorporated herein by this reference, and shall be a part of this
contract instrument. In the event of discrepancy between the documents,
addendum and attachments shall prevail over the Agreement. This entire
Agreement including all attachments specifies the working relationship between
the City and North Cascades and specific obligations of both parties.
C. No Waiver. If the City fails to or delays in declaring a breach or default, the City
does not waive its right to declare a breach or default. If the City fails to declare
one breach or default, it is not waiving its right to declare another breach or
default.
d. Authority. Each individual executing this Agreement on behalf of the City and
North Cascades represents and warrants that such individuals are duly authorized
to execute and deliver this Agreement on behalf of North Cascades or the City.
Performance. Time is of the essence of this Agreement in each and all of its
provisions in which performance is a factor.
f. Remedies Cumulative. Any remedies provided for under the terms of this
Agreement are not intended to be exclusive, but shall be cumulative with all other
remedies available at the City at law or in equity.
g. Titles. The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and are not an aid in the interpretation of the
instrument.
h. North Cascades Obligation. Except as otherwise specifically provided in this
Agreement, North Cascades shall furnish all that may be required to provide the
scope of work as described in the Agreement and incorporated documents,
including any personnel, labor and supervision, technical, professional and other
work, equipment and supplies. Details of the any supplies, equipment, or
installation or same, that are necessary to carry out the intent of this Agreement,
but that are not expressly stated, shall be performed or furnished by North
Cascades as part of the Agreement, without any increase in the compensation
otherwise payable under this Agreement.
i. BindingEThe provisions, covenants, and conditions in this Agreement
apply to bind the parties, their legal heirs, representatives, successors, and assigns
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No Gifts and Gratuities. North Cascades may not offer, nor may City employees
accept gifts, gratuities, loans, trips, favors, special discounts, work, or anything of
economic value in conjunction with the City business practices. North Cascades
and the City employees must strictly adhere to the statutes and ordinances for
ethics in contracting and purchasing, including the City Ethics Code, RCW 42.23
(Code of Ethics for Municipal Officers) and RCW 42.52 (Ethics in Public
Service). This is applicable to any business practice, whether a contract condition,
bid practice, or at any activity related to the City business.
k. Conflict of Interest. North Cascades represents that it does not have a business
interest or close family relationship with any City officer or employee who was,
is, or will be involved in North Cascades selection, negotiation, drafting, signing,
administration or evaluation of North Cascades' performance. In addition, North
Cascades acknowledges that it will adhere to the City's policies regarding conflict
of interest, the City Ethics Code, RCW 42.23, and RCW 42.52.
Compliance with Laws. North Cascades, at its sole cost and expense, shall
perform and comply with all applicable laws of the United States and the State of
Washington; and all applicable laws, ordinances, rules, regulations, orders, and
other requirements, in effect, of any governmental entity (including but not
limited to such requirements as may be imposed upon the City and applicable to
the Agreement). North Cascades shall furnish documents as may be required to
effect or evidence such compliance.
18. Modification. This Agreement constitutes the entire agreement between the parties.
Except with the written consent of both parties, neither party may alter or modify this
Agreement.
19. Venue. The venue for any legal dispute regarding this Agreement shall be Douglas
County Superior Court.
20. Notices. Notices, requests, demands and other communications regarding this
Agreement shall be written and delivered or mailed postage prepaid to:
To City: To North Cascades:
City Clerk North Cascades Heating and Air Conditioning
271 9' St. NE P.O. Box 348
East Wenatchee, WA 98802 Entiat, WA 98822
21. Attorney's Fees. If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the substantially prevailing party shall
be entitled to recover reasonable attorney's fees and other costs incurred in that action.
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22. Severability. If a competent court of law determines any section or portion of this
Agreement to be unlawful, such determination shall not affect the remaining terms and
conditions of the Agreement.
CITY OF EAST WENTCHEE NORTH CASCADES HEATING AND AIR
ATTE :
By: :�qm
HVAC Agreement
Page 7of7
CONDITIONING, INC.
Signature:
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om Tice, General Manager
Date: ol// 9V/ (p
Federal Employee ID
No.: Ot, - 17� 093�
IWAMSuQIW-Al
North Cascades Heating & Air Conditioning Inc.
Terms and Conditions
1. REMITTANCES All invoices shall be due and payable upon receipt in United States currency, free of exchange, collection, or any other
charges, or as otherwise agreed upon and set forth in writing by North Cascades Heating & Air Conditioning, Inc. (herein called "Seller"). The
Customer, if so requested, agrees to furnish Seller with all information, including financial statements, necessary to make a proper credit
appraisal. Refusal to supply such information may cause this proposal to be withdrawn. Terms of payment originally granted are subject to the
approval of continued credit status. Prices are subject to correction for error.
2. PROPOSALS are based upon straight -time labor. Any request by the Customer for overtime work shall be considered an extra. Proposal prices
are guaranteed for 90 days from date of issue. Seller reserves the right to modify proposal prices after 90 days from date of issue.
3. oevn, _ter,- FISI-GniTc TefffiS afe et3O.. If
Q-1storpor haGomes &.Qrd,_1a for any payment, Seller shall be GrItitled to swspend work, shall be entifled to intarest at the ann,Jal rate of 1R
Drmittod by the State of WashingtGA; and aIGG t0 Wail it9gif Of aAy other legal remodie& Soller shall also be antitlod to intarest on all
;a.PJ0,_IntR r�2_ 0 nod by Customer, Customer agrees to pay andior reimb-irse Soller fG any arid RAI reasonable attorney's fees, whiGh are
by Seller an the GolloGtiop Gf amowpts due and payable under the terms of this agrearnent
4. CANCELLATION AND SUSPENSION Any contract resulting from this proposal is subject to cancellation or instructions to suspend work by
the customer only upon agreement to pay Seller adjustment charge.
5. TAXES The amount of any future sales, use, occupancy, excise, or other tax, federal, state, or local which Seller hereafter shall be obligated
legally to pay, either on its own behalf or on behalf of the Customer or otherwise, with respect to the material covered by this proposal, shall be
added to such prices and paid by the Customer.
6. LOSS, DAMAGE OR DELAY Seller shall not be liable for any loss, damage, or delay occasioned by any causes beyond Seller's control,
including, but not limited to, governmental actions or order, embargoes, strikes, differences with workmen, fires, floods, accidents, or
transportation delays. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES.
7. WARRANTY Seller warrants that the equipment manufactured and services furnished by it and covered by this proposal are free from defects
in material and workmanship under normal use and service and, without charge, equipment found to be so defective in material or workmanship
will be repaired or replaced, if written notice of failure is received by Seller within one (1) year after date of installation, provided said equipment
has been operated in accordance with Seller's instructions and provided such defects are not due to abuse, fire or decomposition by chemical or
galvanic action. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, GUARANTEES, OR
REPRESENTATIONS, EXPRESS OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS
FOR A PARTICULAR PURPOSE. Seller assumes no responsibility for repairs made on Seller's equipment unless done by Seller's authorized
personnel, or by written authority from Seller. Seller makes no guarantee with respect to material not manufactured by it.
8. PURCHASER'S REMEDIES The Customer's remedies with respect to equipment found to be defective in material or workmanship shall be _
limited exclusively to the right of repair or replacement of such defective equipment. IN NO EVENT SHALL SELLER BE LIABLE FOR CLAIMS
(BASED UPON BREACH OF IMPLIED WARRANTY) FOR ANY OTHER DAMAGES, WHETHER DIRECT, IMMEDIATE, FORESEEABLE,
CONSEQUENTIAL, OR SPECIAL OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE OF EQUIPMENT
WHICH DOES OR DOES NOT CONFORM TO THE TERMS AND CONDITIONS OF ANY CONTRACT RESULTING FROM THIS
PROPOSAL.
9. PATENT INFRINGEMENT Seller will hold its Customer and the Owner harmless from infringement of any United States patent covering
equipment of its manufacture. This, of necessity, is limited to the equipment per se and cannot be extended to applications of such equipment in
a system, except in writing by an officer of Seller. The Customer and Owner shall advise Seller immediately in the event any claims of
infringement are brought to their attention.
10. GOVERNING LAW Any contract resulting from this proposal shall be governed by, constructed, and enforced in accordance with the laws of
the State of Washington.
11. CERTIFICATION The person whose signature appears on the face side hereof hereby certifies that, to his best knowledge and belief, the
annexed bid is not the result of any agreement, arrangement or understanding between the Seller and any other manufacturer or supplier and
that the prices, terms or conditions thereof have not been communicated by or on behalf of the Seller to any such person and will not be
communicated to any such person prior to the official opening of said bid.
12. ACCEPTANCE OF TERMS This proposal shall become a binding contract between the Customer and Seller when accepted in writing by the
Customer. Such acceptance shall be with the mutual understanding that the terms and conditions of this proposal are a part thereof with the
same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.
No waiver, alteration, or modification of the terms and conditions on this and the face side hereof shall be binding unless in writing and signed by
an authorized representative of Seller.
JAMaintenonce Proposals\Terms and conditions updated August 21, 2007.doc 0 2006 North Cascades heating & Air Conditiming, Inc.
EXHIBIT B
Summary of Services
The HVAC and Mechanical Services Contractor will maintain the mechanical equipment described on the
attached List of City Equipment.
Contractor personnel shall perform all required maintenance tasks in accordance with manufacturer
specification. Service shall be performed on a quarterly basis on all H.V.A.C. equipment in order to meet
each seasonal maintenance requirement.
All work shall be completed by factory trained and licensed personnel to ensure the highest level of quality
service available.
Quarterly Services
The following services will be completed at least once every 3 months:
• Evaluate all equipment for proper functionality
• Replace air filters with high quality deep pleated filters.
• Lubricate all gears, bearings, and other points of contact
• Check all electrical connections and tighten as necessary
• Check all linkage and drives. Adjust as necessary
• Check all belts for proper tension. Adjust or replace as necessary
• Check all amperages, circuits, and fluid levels. Top off fluids as necessary
• MEG motors that are 20HP/7 ton or larger
• Check calibration of all controllers, sensors, relays, etc. Recalibrate as necessary
• Straighten radiator fins
• Perform start-up and shutdown procedures for all systems
• Test and cycle all equipment after service for proper operation
Yearly Services
The following services will be completed at least once every 12 months:
Condenser coil cleaning.
Replace all drive belts
Emergency Service
The contractor will provide Emergency service 24 hours per day, 365 days per year as a part of this
bid for HVAC and Mechanical Systems.
Post Inspection Services
The following services will be provided after every service:
• Completed copy of the work order will be left with the client.
Component Replacement Service
The contractor will repair and replace, at no additional charge, failed or worn components with new or
reconditioned components of compatible design. This option would be in -lieu of the City paying for the
replacement of failed or worn out components as identified as part of the procedures listed in the Quarterly
and Yearly Services. Components that are suspected of being faulty may be repaired or replaced in
advance to prevent system failure. Exchanged parts become the property of the contractor and it shall be
their responsibility to properly remove them from the premises.
Failed or worn components covered under this option are generally described as follows:
• Refrigeration compressors, motors, starters
• Expansion valves, solenoid valves, gas valves, control valves, damper actuators, linkages
• Starters, capacitors, relays, timers, thermostats, controllers
• Ignition devices, flame sensing equipment
• Other "maintainable" and "replaceable" components
This Component Replacement Service will include all labor, parts procurement labor
(locating, ordering, expediting and transporting) and travel including overtime or
unscheduled service calls resulting from an equipment or systems malfunction, required
to repair or remove and replace worn, broken and/or doubtful components and/or parts.
NOTE: The East Wenatchee City Hall was constructed in 1995. The condition of the
current HVAC components range from 20 years old to newly replaced.
EXHIBIT C
List of City Equipment
Num
Equipment
Manufacturer
Model #
Size
1
Air Handling Unit #1
Temptrol
WF-DVSM
7.5 Ton
1
WF-DW14M
20 Ton
1
WF-DW7M
15 Ton
1
Condensing Unit #1
Trane
TTA090A300CA
7.5 Ton
1
TTA240B300BA
20 Ton
1
TTA180B300BA
15 Ton
1
Return Fan RF#2
Loren Cook
195-CIC
3 HP
1
180-CIC
3 HP
1
Furnace
American Standard
TWE036C14FBO
3 Ton
1
Condensing Unit
American Standard
2A7B0036A100AA
3 Ton
1
Air Handler
Fujitsu
ASU24CL
2 Ton
1 -
Condensing Unit
Fujitsu
AOU24CL
2 Ton
All
DDC Controls
CSI
N/A
N/A
All
Baseboard/wall heaters
N/A
N/A
N/A
1
Furnace
Carrier
FB4CNF048
4 Ton
1
Heat Pump
Carrier
25HCC54BA300
4 Ton
1
Package Unit
Trane
TCH024A100AB
2 Ton
28
VAV Reheat Box
Titus
Unknown
Unknown
2
Roof Exhaust Fan
Cook
Unknown
Unknown
3