HomeMy WebLinkAboutA8321 - SUNBELT CONTROLS - MAINTENANCE & SUPPORT OF BLDG AUTOMATED SYSTEMS (BAS) SYSTEM CONTROL & MONITORING FOR MUNICIPAL COGENERATION CONTRACT SERVICES AGREEMENT
(Sunbelt Controls)
THIS AGR EIVIEN FOR CONTRACT SERVICES ("Agreement") is made and
entered into on &&- , 2019, by and between the City of Palm Springs, a
California charterkICAY and municipal corporation ("City"), and Sunbelt Controls,
("Contractor"). City and Contractor are individually referred to as "Party' and are
collectively referred to as the "Parties".
RECITALS
A. City requires .comprehensive renewable service agreement for
maintenance and support of Building Automated System_ (BAS) system controls_ and
monitoring("Project').
B. Contractor has submitted to City a proposal to provide the required
services for the Project to'the.City under the terms of this Agreement.
C. Based .on its experience, education, training, and reputation, Contractor is
qualified and desires to provide the necessary services to City for the Project.
D. City desires to retain the services of Contractor for the Project.
In consideration of these promises' and mutual agreements, City agrees as
follows:
AGREEMENT
CONTRACTOR SERVICES 1
11 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contractor shall provide maintenance and support services to City as
.described in the Scope of Services/Workattached to this Agreement as Exhibit "A" and
incorporated by reference (the "services" or "work"). Exhibit "A includes the agreed
upon schedule of performance and the schedule of fees.. Contractor warrants :that all
services and work shall be performed in a competent, professional, and satisfactory
Manner consistent with prevailing industry standards. In the event of any inconsistency
between the terms contained'in the Scope of ServicesMork and the terms set forth in
this Agreement, the terms set forth in this Agreement shall govern.
1.2 Compliance with Law. Contractor services rendered under this
Agreement shall comply with all applicable federal, state,:and. local. laws, statutes:and
ordinances and all lawful orders,.rules, and'regulations.'
1..3 Licenses and Pefmits. Contractor ,shall.l obtain at its sole cost and
expense such licenses, permits, and approvals as may be required by law for .the
performance of the services required by this Agreement:
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1.4 Familiarity with Work. By executing this Agreement, Contractor warrants
that it has carefully considered how the work should be performed and fully understands
the facilities, difficulties, and restrictions attending performance of the work under this
Agreement.
2. TIME FOR COMPLETION
The time for completion of the services to be performed by Contractor is an
essential condition. of this Agreement. Contractor shall prosecute regularly and
diligently the work of this Agreement according to the agreed upon schedule of
performance set forth in Exhibit "A." Contractor shall notLbe accountable for delays in
the progress of its work caused by any condition beyond its control and without the fault
or negligence of Contractor. Delays shall not entitle Contractor to any additional
compensation regardless of the party responsible for the delay.
3. COMPENSATION OF.CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and
reimbursed for the services rendered under this Agreement in accordance with the
schedule of.fees set forth in Exhibit "A". The total amount of Compensation shall not
exceed seventeen thousand six hundred forty dollars, $17,640.
3.2 Method of Payment. In any month in which Contractor wishes to receive
payment, Contractor shall submit to City an invoice for services rendered prior to the
date of the invoice, no later than the first working day of such month, in the form
approved by City's finance director. Payments shall be based on the hourly rates set
forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all
expenses stated in the invoice that are approved by City and consistent with this
Agreement, within thirty (30) days of receipt of Contractor's invoice.
3.3 Changes. In the event any, change or changes 'in the Scope of
Services/Work is requested by City, Parties shall execute a written amendment to this
Agreement, specifying all proposed amendments, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents, work
product, or work, when required,by the enactment or revision of any subsequent law; or
B. To provide for additional services not'included in this Agreement or
not customarily furnished in accordance with generally accepted practice in Contractor's
profession.
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3.4 Appropriations. This Agreement is subject to, and contingent upon,
funds being appropriated by the City Council of City for each fiscal year. If such
appropriations are not made, this Agreement shall automatically terminate without
penalty to City.
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4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
4.2 Schedule of Performance: All services rendered under this Agreement
shall be performed under the agreed upon schedule of performance set forth in Exhibit
"A." Any time period extension must be approved in writing by the Contract Officer.
43 Force Maieure. The time for performance of services to be rendered
under this Agreement may be.extended because of any delays due to unforeseeable
causes beyond the control and without the fault or :negligence of Contractor, if
Contractor notifies the Contract,Officer within ten (10) days of the commencement of
such condition. Unforeseeable causes include, but are not limited to, acts of God or of
a public enemy, acts of the government, fires, earthquakes, floods, •epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather.
After Contractor notification, the Contract Officer shall investigate the facts and the
extent of any necessary delay, and extend the time for performing the services for the
period of the enforced delay when and if, in the Contract Officer's judgment, such delay
is justified. The Contract Officer's determination shall be final and conclusive upon the
parties to this Agreement.
4A Term. Unless earlier terminated in accordance with Section 4.5 of this
Agreement, this Agreement shall continue-in full force and effect through June 30, 2020,
unless extended by mutual written agreement of the parties.
4:5 Termination Prior to -Expiration of Term. City may terminate this
Agreement at any time, with or without.cause, upon thirty (30) days written notice to
Contractor. Where termination is due to the fault of Contractor and constitutes an
immediate danger to health, safety, and general welfare,`the period of notice shall be
such shorter time as may be determined by the City. Upon receipt of the notice of
termination, Contractor shall immediately cease all services except such as may be
specifically approved by the Contract Officer. Contractor shall be entitled to
compensation for all services rendered prior to receipt of the notice of termination and
for any services authorized by the Contract Officer after such notice. Contractor may
terminate this Agreement, with or without cause, upon thirty (30) days written notice to
City.
5. COORDINATION OF WORK;
5.,1 Representative of Contractor. The following principal of Contractor is
designated as being.the principal and representative of Contractor authorized to act and
make all decisions in, its behalf with respect to the specified services and work: Justin
Schmuckle. It is expressly Understood that the experience, knowledge; education,
capability; and reputation of the•foregoing principal is a substantial inducement for City
to enter into this Agreement. Therefore, the foregoing principal shall be responsible
during the term of this Agreement for directing all activities of Contractor and devoting
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sufficient time to personally supervise the services under this Agreement. The
foregoing principal may not be changed by Contractor without prior written approval of
the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the City Manager or
his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the
Contract Officer fully informed of the progress of the performance of the services.
Contractor shall refer any decisions that must be made by City to the Contract Officer.
Unless otherwise specified, any approval of City shall mean the approval of the Contract
Officer.
5.3 Prohibition Against Subcontracting or.Assignment. The experience,
knowledge, education, capability, and reputation of Contractor, its principals and
employees, were a substantial inducement for City to enter into this Agreement.
Therefore, Contractor shall not contract with.any other individual or entity to perform any
services required under this Agreement without the City's express written approval. In
addition, neither this Agreement nor any interest may be assigned or transferred,
voluntarily or by operation of law, without the,prior written approval of City.
5.4 , Independent Contractor. Neither City nor any of its employees shall
have any control over the manner, mode, or means by which Contractor, its agents or
employees, perform the services required, except as otherwise specified. Contractor
shall perform all required services as an independent Contractor of City and shall not be
an employee of City and shall remain at all times as to City a wholly independent
Contractor with only such obligations as are consistent with that role; however, City
shall have the right to review Contractor's work product, result, and advice. Contractor
shall not at any time or in any manner represent that it or any of its agents or employees
are agents or employees of City.
5.5 Personnel. Contractor agrees to assign the following individuals to
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perform the services in this Agreement. Contractor shall not alter the assignment of the
following personnel without the prior written approval of the Contract Officer. Acting
through the City Manager, the City shall have the unrestricted right to order the removal
of any personnel assigned by Contractor by providing written notice to Contractor.
Name: Title:
Justin Schmuckle Service Project Manager
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6. INSURANCE
Contractor shall procure and maintain, at its sole cost and expense, policies of
insurance as set forth in the attached Exhibit"B", incorporated herein by reference.
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7. INDEMNIFICATION.
7.1. Indemnification. To the fullest extent permitted'by law, Contractor shall
defend (at Contractor's sole cost and expense), indemnify,-protect, and hold harmless
City, its elected officials, officers, employees, agents, and volunteers (collectively the
"Indemnified Parties"), from and against any and all liabilities, actions, suits; claims,
demands, losses, costs, judgments, arbitration ' awards, settlements, damages,
demands, orders, penalties, and expenses including .legal costs and attorney fees
(collectively"Claims"), including but not limited to Claims arising from injuries to or death
of persons (Contractor's employees included), for damage to property, including
property owned by City, from any violation of) any federal, state, or local law or
ordinance, and from errors and omissions committed by Contractor, its officers,
employees, representatives, and agents, ;that arise out of or relate to Contractor's
performance under this Agreement. This 'indemnification clause excludes Claims
arising from the sole negligence or willful misconduct of the City; its elected officials,
officers, employees, agents, and volunteers. Under no circumstances shall the
insurance requirements and limits set forth in this Agreement be construed to limit
Contractor's indemnification obligation or other liability under this Agreement.
Contractor's indemnification obligation shall survive the expiration or earlier termination
of this Agreement until all actions against the Indemnified Parties for such matters
indemnified are fully and finally barred by the applicable statute of limitations or, if an
action is timely filed, until such action is final. This.provision is intended for the benefit
of third party Indemnified Parties not otherwise.a party to this Agreement.
7.2 Design Professional Services Indemnification and Reimbursement. If
the Agreement is determined to be a "design professional services agreement" and
Contractor is a "design professional" under California.Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Contractor shall indemnify,
defend (at Contractor's sole cost and expense), protect and hold harmless City and its
elected "officials, officers, employees, agents and volunteers and all other public
agencies whose approval of the`project is required, (individually"Indemnified Party"'
collectively "Indemnified Parties") against any and all. liabilities, claims, judgments,
arbitration awards, settlements, costs, demands, orders and penalties (collectively
"Claims"),,including but not limited to Claims arising from injuries or death of persons
(Contractor's employees included) and damage to property, which Claims arise out of,
pertain to, or are related to the negligence, recklessness or willful misconduct_ of
Contractor, its agents, employees, or sub Contractors, or arise from Contractor's
negligent, reckless or willful performance of or failure- to perform any term, provision,
covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability
for 'Indemnified Claims shall, be reduced. to the extent, such Claims arise from the
negligence, recklessness or willful misconduct of the City and its elected officials,
officers, employees, agents and volunteers.
B. The Contractor shall require all non-design-professional sub-
Contractors, used or sub-contracted by Contractor to perform the Services or Work .
required under this Agreement, to execute an Indemnification Agreement adopting the
720599;1 5 Revised:1131/18
indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition,
Contractor shall require all non-design-professional sub-Contractors, used or sub-
contracted by Contractor to perform the Services or Work required under this
Agreement, to obtain insurance that is consistent with the Insurance provisions as set
forth in this Agreement, as well as any other insurance that,may be required by Contract
Officer.
8. RECORDS AND REPORTS
8.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer reports concerning the performance of the services required by this Agreement,
or as the Contract Officer shall require.
8.2 Records: Contractor shall keep complete, accurate, and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this
Agreement. Contractor shall keep such books and records as shall be necessary to
properly perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. The Contract Officer shall have
full and free access to such books and records at all reasonable times, including the
right to inspect, copy, audit, and make records and transcripts from such records.
8.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of this
Agreement shall be the property of City. Contractor shall deliver all above-referenced
documents to City upon request of the Contract Officer or upon the termination of this
Agreement. Contractor shall have no claim for further employment or additional
compensation as a result of the exercise by City of its full rights or ownership of the
documents and materials. Contractor may retain copies of such documents for
Contractor's own use. Contractor shall have an unrestricted right to use the concepts
embodied in such documents.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Contractor in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer.
8.5 Cost Records. Contractor shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred while performing under this Agreement. Contractor shall make such materials
available at its offices at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment for inspection by City and copies shall be
promptly furnished to City upon request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the laws of the State
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of California. Legal actions concerning any dispute, claim, or matter arising out of or in
relation to this Agreement shall be instituted in 'the Superior Court of the County of
Riverside, State of California, or any other appropriate court in such county, and
Contractor covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
0.2 Interpretation. This Agreement shall be construed as a whole according
to its fair language and common meaning to achieve the objectives and purposes of the
Parties. The terms of this Agreement are contractual and the result of negotiation
between the Parties. Accordingly, any rule of construction of contracts (including,
without limitation, California Civil Code Section 1654) that ambiguities are to be
construed against the drafting party, shall .not be employed in the interpretation of this
Agreement. The caption headings of the various sections and paragraphs of this
Agreement are for convenience and identification purposes only and shall not be
deemed to limit, expand, or define the contents of the respective sections .or
paragraphs.
9.3 Waiver, No delay or omission in the exercise of any right or remedy of a
non-defaulting party on any default shall impair such right or remedy or be construed as
a waiver. No consent or approval of City shall be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Contractor._ Any
waiver, by either party of any default must be' in writing. No such waiver shall be a
waiver of any other default concerning the same or any other provision of this
Agreement.
94 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative. The exercise by either party of one or more of such rights
or remedies-shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
9.5 Legal Action. In.addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct, or remedy any default, to
recover damages for any default, to compel specific performance of this Agreement, to
obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the
purposes of this Agreement.
10. CITY OFFICERS AND-EMPLOYEES: NON-DISCRIMINATION
10.1 Non=Liability of City Offieers and Employees. No officer or employee
of City shall be personally liable"to the Contractor, or any successor-in-interest, in the
event of any default or breach by City or for any amount which may become due to the
Contractor or its. successor, or for breach of any obligation of the terms of this
Agreement.
10.2 Conflict of Interest. Contractor acknowledges, that no officer or
employee of the City has or shall have any direct or indirect financial interest in this
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Agreement nor shall Contractor enter into any agreement of any kind with any such
officer or employee during the term, of this Agreement and for one year thereafter. _
Contractor warrants that Contractor has not paid or given, and will not pay or give, any
third party any money or other consideration in exchange for obtaining this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance under
this Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital
status, ancestry, national origin (Le., place of origin, immigration status, cultural or
linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender
expression, physical or mental disability, or medical condition (each a "prohibited
basis"). Contractor shall ensure that applicants are employed, and that employees are
treated during their employment, without regard to any prohibited basis. As a condition
precedent to City's lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not
incorporate any discrimination arising from or related to any prohibited basis in any
Contractor activity, including but not limited to the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship; and further, that Contractor is in full compliance with the provisions of
Palm Springs Municipal Code Section 7,09.040, including without limitation ,the
provision of benefits, relating to non-discrimination in city contracting.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or
communication that either party desires, or..is required to give to the other party or any
other person shall be in writing and either served personally or sent by pre-paid, first-
class mail to the address set forth below. Notice shall be deemed communicated
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
Either party may change its address by notifying the other party of the change of
address in writing.
To City: City of Palm Springs
Attention: City Manager/City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Contractor: Sunbelt Controls
Attention:Justin Schmuckle
4165 La Palma Ave
Anaheim, CA 92807
11.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and supersedes all other written agreements.
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720599.1
11.3 Amendment. No amendments or other modifications of this Agreement
shall be binding unless through written agreement by all'Parties.
11.4 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable law: In the
event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by. valid
judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining phrases, sentences, clauses;
paragraphs, or sections of this Agreement, which shall be interpreted to carry out the
intent of the parties.
11.5 Successors in Interest. This Agreement shall be binding upon and inure
to the benefit of the Parties' successors and assignees.
11.6 Third Party_Beneficiary. Except as may be expressly provided-for in this
Agreement, nothing contained in this Agreement is. intended to confer, nor shall this
Agreement be construed as conferring, any rights, including, without limitation, any
rights as a third-party beneficiary or otherwise; upon any entity or person not a party to
this Agreement.
11.7 Recitals. The above-referenced Recitals are hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges
and agrees that such Party is bound, for purposes of this Agreement; by the same.
11.8 Authority. The persons executing this Agreement on behalf of the Parties
warrant that they are duly authorized to execute this Agreement on behalf of Parties and
that by so executing this Agreement the Parties are formally bound to the provisions of
this Agreement.
[SIGNATURES ON NEXT PAGE]
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IN,WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below..
"CITY"
City.of Palm Springs
Date: �/ i �
Y•
David H. Ready, PhD
City Manager
APPROVED AS TO FORM: ATTEST
By: _ By. w
Jeffrey . Ballin r, ony Me1'i
City Attorney City Clerk
"CONTRACTOR"
(Sunbelt Controls)
Date: ?'t l� By
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720599.1
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EXHIBIT "A"
SCOPE OF SERVICES
SCHEDULE OF COMPENSATION
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SUNBELT
C ® N $ R O L S
Renewable. Service Agreement
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Prepared For:
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SUN-BELT'
C ® N 7, R ® L S
Contents:
Executive Summary...............................:........................:.....2
Summary of Services.............................................. ..........3
ProposedServices ........... ........ ........ ...................4
Dedicated Account Team .................................. ....5
Labor & Material Rates ........:........................................:.: .7
RSA Pricing & Signature Page."., ...............i........ ......8:
Terms & Conditions .........................................:..........:...:.8
General Conditions .........................................................10
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" SUNBELT
C ® N T R 4 1. S
Executive Summary
Sunbelt Controls is pleased to have this opportunity to offer the City of Palm Springs our proposal for a
comprehensive Renewable Service Agreement to provide maintenance and support for your Building
Automation System. Sunbelt Controls acquired Nova Facility Management Systems and all members of
the Nova -team in 2016. Nova Systems was the installing and BAS design contractor of your current
automation system. As such Sunbelt Controls has at our disposal the team members with intimate
knowledge of your site and your existing system. This will be paramount to properly service your city's
automation system.
Your facility has buildings with operations critical to your overall business and your BAS system controls
and monitors HVAC equipment essential to your facility's day-to-day activity. Additionally, your BAS
provides a comfortable, healthy working environment for your staff while enabling you to control your facility
at peak performance and optimal efficiency.
Key components of your Renewable Service Agreement are the service tasks performed to ensure your
facility continues to operate per specification and according to facility goals. We will perform these tasks
during visits scheduled throughout the duration of the agreement. At the conclusion of each visit, a report
will be provided to you that details our findings and summarizes services performed. This report will
highlight conditions operating outside of specified parameters, along with specific recommendations for
remediation.
By partnering with Sunbelt Controls to maintain your BAS, you will receive substantial benefits. Below is
a brief list of benefits gained through a Renewable Service Agreement:
Reduced Energy Costs Fully Trained Facilities
. Optimized Performance$ Staff
Value of Equipment and Budgeted Predictable
BAS Maintenance Expenditures
• Operational Efficiency and Significant Discounts
Sustainability through eParts Material
Continued Health,Safety, Procurement Program
and Comfort for Students, Preferred Labor and
Faculty,Staff,Tenants, Material Rates
Clients & Minimized Labor Costs
. Reduced Downtime through Discounted Rates
through Routine for System Enhancements
Maintenance and Detailed and Additions
System Analysis & Priority Response within 2
GUI Software Maintenance Hours for Service Calls
Increased Operator Remote Response and
Efficiency Support
In closing, this agreement has been developed to provide you with a comprehensive solution tailored to
meet your site's unique needs and operational goals. It includes both the short-term and long-term support
needed to ensure your facility operates at peak efficiency with minimum downtime. Please refer to the
following section for a full description of the diagnostic, support, and optimization services included in your
Renewable Service Agreement.
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SUNBELT'
C C N T R ® -L S
Thank you again for this opportunity and we look forward to serving you. If you have any questions or
concerns, please do not hesitate to contact me at 818-239-9321
Sincerely,
Justin Schmuckle
Project Manager
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''��''! SUNBEL
/Y- c ® T R ® L S
Proposed Services
❑ In Warranty Service(100-SPF)
Your new Building Automation System is a valuable investment and requires regular service,even throughout the
warranty period.To maintain warranty coverage for your newly installed system,it must continue to be operated as
intended with regular maintenance performed.Sunbelt Controls will review operation of your system and settings on a
Semi-Annual basis during the warranty period to ensure the system is operating as intended and your warranty
coverage remains intact.
❑ Disaster Recovery(101-SPF)
Sunbelt Controls will maintain a copy of critical system files required to restore operation in the event that the site server
equipment fails.The recovery files are kept current with each maintenance visit.
❑ Network Analysis(102-SPF)
We will provide a quarterly report on the health of the BACnet IP Network,by applying advanced diagnostics to your
BAS network's communications. Our diagnostic tool will analyze the communication data and look for common issues
affecting network performance. Here is a list of common issues and items that will be identified:
• Excessive Who-Is Activity • Network Health Score
• Duplicate Device 0 Diagnostic Checks
Instances 6 Communication Failures
• Missing
Acknowledgement
("AC K")
With each diagnostic,a report will be generated that clearly and concisely illustrates the performance and status of your
BAS IP network.
❑ Main Server(103-SPF)
The server is an important component in your building automation investment and is treated as the heart of the system.
Our technician will perform maintenance on both the server machine and automation system application,including
Windows and system updates,server hardware checks,and evaluating operating system alarms.
❑ Optional Service:Secure Socket Layer SSL Certificate Management
As a part of this service,Sunbelt shall purchase and maintain a SSL certificate for website.
❑ System Controllers Analysis(104-SPF)
Our technician will systematically check the operation of the building's equipment for proper operation,optimal control,
and the best sequences the industry has to offer.Control panels are inspected and wire terminations checked for proper
connections.A finely tuned system directly converts to energy and cost savings. Each component that is key to the
operation of your HVAC system is checked for proper operational parameters.Trends are analyzed,rotational or staging
sequences exercised,and efficiency sequences tested so your system is operating at
❑ HVAC and Monitoring System Components(105-SPF)
Each component that is key to the operation of your HVAC system is checked for proper operational parameters.Trends
are analyzed,rotational or staging sequences exercised,and efficiency sequences tested so your system is operating at
its optimum. Field devices(Valve Motors,Damper Motors)are exercised to confirm proper operation. Control sensors
are calibrated as needed. Critical fail safe sequences are tested routinely to ensure your emergency equipment is ready
when needed.
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❑ On Site Training(117-SPF) ❑ Remote Diagnostics of Building Systems
Select one or multiple 8 hour blocks of on-site training (120-SPF)
by your Sunbelt technician.This training is one-on-one Our qualified remote diagnostic technician will
and is tailored to your needs and customized for your log into your system remotely to review
site, operation,trends,and alarms,and relay
issues to your facilities or engineering team.
❑ Owner Directed Support(118-SPF) This service provides a proactive approach to
To provide additional onsite technical resources to occupant comfort and proper equipment
assist in the maintenance and management of your operation. It's also designed to provide added
Building Automation System and facility,we will provide support and reduce system management time
a factory-trained Technician to support your staff, required by your team.
Included in this agreement are monthly onsite Owner
Directed Support visits. You can utilize these visits for
repairs,database adjustments,and/or training on a ❑ System Survey(122-SPF)
pre-planned or as needed basis. Our technician will perform a comprehensive initial
survey of your building automation system that will
❑ Client Services provide you with a benchmark of the current system
Utilizing various technologies,we can support you and condition,as well and recommendations needed to
your staff remotely with Phone and Online support. allow the system to operate at its best. This survey is
This service is designed to provide you support as performed prior to the first scheduled service visit.
problems arise without requiring the expense of
dispatching a technician to your site. Upon completion
of Phone or Online support,if it is determined that it is ❑ General Maintenance Tasks(150-SPF)
necessary to send out a technician,this service will Perform maintenance tasks as proposed for routine
allow for much of the initial investigations to be visits.
accomplished prior to his/her arrival.
.Dedicated Account Team
Dedicated Account Team Overview
A key component of your Renewable Service Agreement is the team of professionals that will manage and perform the
services at your facility as outlined herein this proposal. Your dedicated account team includes a Service Project
Manager,a Primary Technician,and a Secondary Technician. Additional resources include our Service Coordinator,
Dispatch Coordinator,and Online Support staff. These resources are focused on providing you the best service
possible while ensuring your facility continues to operate at peak efficiency.
The following team will be dedicated to supporting you and providing exceptional service for your facility:
Justin Schmuckle—Service Project Manager I
Your dedicated Service Project Manager will work with you and your facilities staff to identify both building and business
objectives,and develop service solutions tailored,to meet such.objectives. He works with the service team to ensure
service provided is in accordance with this contract and that it continues to meet your needs,goals,and objectives.
Annually,your Service Project Manager will review this agreement with your staff. During this review,he/she will discuss
services performed during the past year and recommend options to further optimize system performance,address
recurring system issues,and/or adjust our offerings to better meet your needs,goals,and objectives.
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Chris Lowe-Primary Technician
Your Primary Technician is well-versed in both-Building Automation and HVAC systems. The goal is for them to
become familiar with your facility,your systems,and your procedures to become,in effect,a key technical resource
dedicated to enhancing the performance of,your building.
Quality Assurance
In order to ensure that we are meeting your needs.and providing value-added services to your campus staff and
facilities,we will schedule periodic Quality Assurance Meetings.The purpose of these meetings is to ensure that our
services structured and defined within this agreement are aligned with your current operational,.departmental,and
overall facility goals. As your needs and/or goals change,we can modify our deliverables to ensure that we continue to
provide highest levels of service and value possible while at the same_ time ensuring that your facility operates optimally
and efficiently.
e look fo_ a rd to p amenn'nq with you
providing e ce tional_ser!ic .
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SUNBELT'
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Labor & Material Rates
'Effective July 1st, 2018
HOURLY CONTRACT RATES HOURLY NON CONTRACT RATES
Regular OT DBL Regular OT DBL
WOMB Client Services $135.00 N/A N/A $145.00 N/A N/A
(30 minute minimum)
LA/OC/SB $165.00 $247.50 .$330.00 $195.00 $292.50 [$390.00
Overtime Billing
Overtime rates begin after 4pm on weekdays
Weekend labor is overtime
Truck Charge`(per day,per tech)
Contract:$50
Non Contract:$90
Additional truck charge for 2nd tech only after 4+hours worked
WARRANTY
90 Days on Service Labor
1 Year on Parts j
CONTRACT CUSTOMERS
Sunbelt Controls provide contract customers with a 2 hour response time
***24 HOUR EMERGENCY SERVICE IS AVAILABLE***
888-786-2332
e:Pa its
Enjoy significant discounts on parts through our eParts Material Procurement Program which
provides access tp more than 140 million products from over 120 well-known industry brands.
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RSA Pricing .& Signature Page
Location.Name&Address Customer Name&Address
City of Palm Springs City of Palm Springs
425 North Civic Drive 425 North Civic Drive
Palm Springs,CA 92262 Palm Springs,CA 92262
Phone:760-323-8170 Phone:760-323-8170
Contact: Staci Schafer: Contact:Staci Schafer:
The initial term of this Agreement shall be 12 Months,effective 07/01/2019 the agreement price is
$17,640.00 per year,the City of Palm Springs shall be invoiced in the amount of$1,470.00 monthly.
This agreement shall renew automatically with an escalation amount of 3%unless terminated by either part.
Below is a summary of the agreement pricing and term:
(1) Visit per month for a total of(12) visits for the year. The introductory hourly rate of$147.00 per hour will
be honored for 12 months.
To indicate your acknowledgment and acceptance of this proposal, please sign in the space provided below
and return one copy of this to my attention.This proposal is being provided in duplicate so that you might
retain one copy for your records.
Accepted&Approved By:
Authorized Signature
Name
Date
Terms & Conditions.
Sunbelt Controls Agrees:
1. To perform services as required.
S
SUNBELT"
2. To furnish the customer with a report of any irregularities revealed as a result of the inspection and adjustments.
Corrective measures or repairs that are required will be recommended to customer.
3. Customer approval is.required on repair work.
4. To service only the equipment listed.
5. To report to the person or office designated in writing by customer.Customer to inform of changes of personnel.
Excluded From This Plan:
1. The cost of repair parts,replacement parts(controllers,sensors,etc.),service calls.
2. Labor costs other than that required under the service agreement.
3. This agreement does not include the provision or installation of any required metering or instrumentation,or the
analytics/fault detection diagnostics solution implementation.
Terms:
1-. The service plan shall.commence on the effective date noted in the maintenance pricing below.Either party may
terminate this agreement by giving the other party thirty(N)days prior written notice.
2. Failure to make payment when due,or impairment of owner's credit,shall relieve Sunbelt Controls of the obligation
of further performance of this agreement.
3. Current trip charges for all service calls and repairs will continue to apply.
4. General Conditions listed on followingtpage of document.
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General Conditions
1. For the convenience of both the Customer and Sunbelt Controls,the Customer will permit Sunbelt Controls
personnel the use of his common building equipment,such as ladders,elevators,etc.,together with free and
timely access to necessary areas.
2. Sunbelt Controls will not be required to remove,replace or alter any part of the building structure in the
performance of this agreement.
3. Both the Customer and Sunbelt Controls agree that all work referred to.in this agreement shall be performed
during the regular working hours of 8:00 AM to 4:80'PM,Monday through Friday,except Holidays.
4, Customer agrees to make prompt.payments.Should a payment become thirty(30)days delinquent,this
contract may become null and voidfat:any time thereafter at the option of Sunbelt'Controls,and all moneys
owed to Sunbelt Controls will become due upon demand.
5. To assure best performance the Customer should operate the system and all equipment properly and as per
manufacturer's instructions.Expenses to Sunbelt Controls caused-by improper system operation,negligence,
misuse of the equipment;or by any cause beyond the control of Sunbelt Controls,shall be paid by the
Customer at current material and labor prices.
6. Operational efficiency will be assured if all necessary work is performed or equipment added by qualified
Sunbelt Controls personnel.In the event.of any alterations,additions,adjustments,or repairs by others(unless
authorized by Sunbelt Controls)Sunbelt Controls assumes no responsibility and has option to terminate this
agreement.
7: Any parts that are not available from normal sources in the judgment of Sunbelt Controls,and which may
impair proper operation,may be replaced by Sunbelt Controls and paid for by the Customer.
8.. Loss of business or any delays occasioned by events that Sunbelt Controls cannot control,such a strikes, riots,
lock-outs,transportation delays,accidents,Acts of God,force majeure or any other cause beyond Sunbelt
Controls'control shall not be.the responsibility of Sunbelt Controls.
9. Any item of equipment or labor required by insurance companies,federal,state,municipal or other authorities
will not be required to be furnished by Sunbelt Controls.
10. Sunbelt Controls shall not be responsible for original system design,installation or its performance in
maintaining design conditions,except through failure of equipment.covered herein.
11. This agreement covers the complete understanding between Sunbelt Controls and the Customer,and shall
become a valid contract only when accepted and approved by authorized persons for both parties.No verbal
representations shall be binding on.either party.
12. If-Secure Socket Layer Management service is selected,Sunbelt Controls is not responsible for Network
Security or the Security of the Hardware/Computer.Machine.
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e believe f ere"s abetterway. . .
to support your facility.
For more information, please visit our
website at sunbeitcontrols.com
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11
EXHIBIT "B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
13 Revised:1/31118
720599.1
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall
procure and maintain public liability and property damage insurance against all claims
for injuries against persons or damages to property resulting from Contractor's
performance under this Agreement. Contractor shall procure and maintain all insurance
at its sole cost and expense, in a form and content satisfactory to the City, and submit
concurrently with its execution of this Agreement. Contractor shall also carry workers'
compensation insurance in accordance with California workers' compensation laws.
Such insurance shall be kept in full force and effect during the term of this Agreement,
including any extensions. Such insurance shall not be cancelable without thirty (30)
days advance written notice to City of any proposed cancellation. Certificates of
insurance evidencing the foregoing and designating the City, its elected officials,
officers, employees, agents, and volunteers as additional named insureds by original
endorsement shall be delivered to and approved by City prior to commencement of
services. The procuring of such insurance and the delivery of policies, certificates, and
endorsements evidencing the same shall not be construed as a limitation of
Contractor's obligation to indemnify City, its elected officials, officers, agents,
employees, and volunteers.
2. Minimum'-.Scope of Insurance. The minimum amount of insurance
required under this Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at
least one million dollars ($1,000,000.00) combined single limit coverage per occurrence
and two million dollars ($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million
dollars ($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of
at least one million dollars ($1,000,000.00) per occurrence and two million dollars
($2,000,000) annual aggregate is:
x required
is not required;
4. Workers' Compensation insurance in the statutory amount as
required by the State of California and Employer's Liability Insurance with limits of at
least one million dollars $1 million per occurrence. If Contractor has no employees,
Contractor shall complete the City's Request for Waiver of Workers' Compensation
Insurance Requirement form.
i
3. Primary insurance. For any claims related to this Agreement,
Contractor's insurance coverage. shall be primary with respect to the City and its
respective elected officials, officers, employees, agents, and volunteers. Any insurance
or self-insurance maintained by City and its respective elected officials, officers,
14 Revised:1131118
720599.1
employees, agents, and volunteers shall be in excess of Contractor's insurance and
shall not contribute with it. For Workers' Compensation and Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may
have against City, its elected officials, officers, employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is
required, and if Contractor provides claims made professional liability insurance,
Contractor shall also agree in writing either (1) to purchase tail insurance in the amount
required by this Agreement to cover claims made within three years of the completion of
Contractor's services under this Agreement, or (2) to maintain professional liability
insurance coverage with the same carrier in the amount required by this Agreement for
at least three years after completion of Contractor's services under this Agreement.
Contractor shall also be required to provide evidence to City of the purchase of the
required tail insurance or continuation of the professional liability policy.
5. Sufficiency of Insurers- . Insurance required in this Agreement shall be
provided by authorized insurers in good standing with the State of California. Coverage
shall be provided by insurers admitted in the State of California with an A.M. Best's Key
Rating of B++, Class VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both
certificates of insurance and endorsements, including additional insured endorsements,
effecting all of the coverages required by this Agreement. The certificates and
endorsements are to be signed by a person authorized by that insurer to bind coverage
on its behalf. All proof of insurance is to be received and approved by the City before
work commences. City reserves the right to require Contractor's insurers to provide
complete, certified copies of all required insurance policies at any time. Additional
insured endorsements are not required for Errors and Omissions and Workers'
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General
and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an
acceptable Certificate of Liability Insurance Coverage with an approved Additional
Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named
as an additional insured..."("as respects City of Palm Springs Contract No. If
or "for
any and all work performed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self
insurance the City may have..." ("as respects City of Palm Springs Contract No. '' or
"for any and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the
expiration date thereof, the issuing company will mail 30 days .written notice to the
Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail
15 Revised:1/31118
720599.1
such notice shall impose no obligation or liability of any kind upon the company, its
agents or representative" is not acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall
contain the insurer's waiver of subrogation in favor of City, its elected officials, officers,
employees, agents, and volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named
the certificate holder on the policies.
All certificates of insurance and endorsements are to be received and approved by the
City before work commences. All certificates of insurance' must be authorized by a
person with authority to bind coverage, whether that is the authorized agent/broker or
insurance underwriter. Failure to obtain the required documents prior to the
commencement of work shall not waive the Contractor's obligation to provide them.
7. Deductibles -and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved_ by the City prior to commenci.ng
any work or services under this Agreement. At the option of the City, either (1) the
insurer.shall reduce or eliminate such deductibles or self-insured retentions with respect
to the City, its elected officials, officers, employees, agents, and volunteers; or (2)
Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, and defense expenses. Certificates of Insurance
must include evidence of the amount of any deductible or self-insured retention under
the policy. Contractor guarantees -payment of all deductibles and self-insured
retentions.
8. Severability of Interests (Separation of Insureds). This insurance
applies separately to each insured against whom claim is made or suit is brought except
with respect to the limits of the insurer's liability.
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16 Revised:1/31/18
72D599.I