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HomeMy Public PortalAbout07) 7D Approval of Revised Ontario Refrigeration Service Inc AgreementAGENDA ITEM 7.D COMMUNITY DEVELOPMENT DEPARTMENT DATE: November 4, 2014 TO: The Honorable City Council MEMORANDUM FROM: Bryan Cook, City Manager Via: Michael D. Forbes, AICP, Community Development Director-A�e By: Andrew J. Coyne, Management Analyst SUBJECT: APPROVAL OF A REVISED SERVICE AGREEMENT WITH ONTARIO REFRIGERATION SERVICE, INC. FOR MECHANICAL, MAINTENANCE, AND REPAIR SERVICES FOR HEATING, VENTILATION, AND AIR CONDITIONING SYSTEMS AT CITY FACILITIES RECOMMENDATION: The City Council is requested to: a) Review and approve a revised service agreement (Attachment "A") with Ontario Refrigeration Service, Inc. (Ontario) for mechanical, maintenance, and repair services for heating, ventilation, and air conditioning (HVAC) systems at City facilities: and b) Authorize the City Manager to finalize and execute the service agreement with Ontario Refrigeration Service, Inc. BACKGROUND: 1. On July 4, 2004, the City entered into a service agreement with Ontario for maintenance and repair of HVAC systems. Per the terms of the agreement, the contract was extended, by mutual agreement, on an annual basis. 2. On June 12, 2014, staff issued a Request for Proposals (RFP) for mechanical, maintenance, and repair services for HVAC systems at City facilities. 3. On July 7, 2014, three proposals were received in response to the RFP from Ontario, Tetra Mechanical, Inc., and F.M. Thomas Air Conditioning, Inc. 4. On August, 19, 2014, the City Council reviewed and approved a service agreement with Ontario for maintenance and repair of HVAC systems. City Council November 4, 2014 Page 2 of 3 5. On August 20, 2014, Ontario notified staff that they were not willing to sign the agreement because of Section 9.3 (Liquidated Damages) of the agreement. Although Ontario was provided with a copy of the agreement prior to the City Council meeting, they did not raise this concern until after the City Council approved the agreement. ANALYSIS: In the original agreement approved by the City Council, the in lieu fee for liquidated damages was $500 per day. Initially, Ontario objected to the entire "Liquidated Damages" section, but after discussions with staff, Ontario stated that they would accept this section if the in lieu fee was reduced to $25 per day. Staff and the City Attorney believe that the revised amount of $25 is reasonable. Ontario has provided two signed copies of the revised agreement. The entire revised section is shown below with the pertinent changes: Liquidated Damages. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable manner, and that Contractor's failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, impractical and extremely difficult to ascertain and determine the exact amount of damages or to calculate actual damages. Therefore, in addition to City's right to treat such non-performance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, represent a reasonable estimate of the monetary damages that reasonably could be anticipated and that proof of actual damages would be costly or impractical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Therefore, in lieu of actual damages, Contractor is subject to payment of $500 $25 per failure to perform, per day. City may, at its election, deduct any assessed liquidated damages from payment due, or that will become due, to Contractor from City. Staff believes it is in the best interest of the City to accept this change to the agreement. With over 50 years of experience in the HVAC industry, and 10 years serving Temple City, Ontario stood out as the best qualified among the firms that submitted proposals to provide HVAC services to the City. Ontario will provide HVAC maintenance and repair services for the following facilities: Live Oak Park Community Center, Live Oak Park Annex, City Hall, Community Room, Civic Center, Emergency Operations Center, and City Yard. The agreement has a term of one year. If not cancelled, the agreement will automatically renew on an annual basis for up to five additional years. After six years, the contract will terminate with no City Council November 4, 2014 Page 3 of 3 additional options for renewal. The fees to be charged and the frequency of service for each facility are noted in the table below. I Facility Live Oak Park Community Center and Annex City Hall, Community Room, Civic Center, and Emergency Operations Center City Yard Total FISCAL IMPACT: Annual Cost Frequency of Service $4,596 Monthly $5,472 Bi -monthly $368 Bi -annual $10,436 The annual cost of the service agreement is $10,436 for the first year, with additional costs for supplemental and emergency services, as needed. The agreement provides that total compensation for all services shall not exceed $24,000 per year. Funding for the proposed agreement was included in the Fiscal Year 2014-15 City Budget. If renewed after the first year, the annual cost will increase annually by up to three percent. Staff will account for the increase in future proposed City Budgets accordingly. CONCLUSION: It is staffs assessment that Ontario has the best combination of experience, competitive pricing, and knowledge of the City's facilities and HVAC equipment,to provide the requested services. Therefore, staff recommends that the City Council approve the revisions to the agreement with Ontario and authorize the City Manager to execute the agreement. ATTACHMENTS: A. Revised Service Agreement between the City and Ontario Refrigeration Service, Inc. ATTACHMENT A AGREEMENTFOR MECHANICAL, MAINTENANCE, AND REPAIR SERVICES FOR HEATING, VENTILATION, AND AIR CONDTIONING SYSTEMS (HVAC) AT CITY FACILITIES Between THE CITY OF TEMPLE CITY, a municipal corporation and ONTARIO REFRIGERATION SERVICE, INC. Corporation Dated November 04, 2014 LA 44822-4623-2581 v2 9/3/13 AGREEMENT FOR MECHANICAL MAINTENANCE AND REPAIR SERVICES FOR HEATING VENTILATION, AND AIR CONDITIONING SYSTEMS (HVAC) AT CITY FACILITIES This Agreement for mechanical maintenance and repair services for the HVAC system at city facilities ("Agreement") is entered into as of the date referenced on the cover page ("Effective Date") between the CITY OF TEMPLE CITY, a charter law city and municipal corporation ("City") and the CONTRACTOR designated on the cover ("Contractor") (collectively the "Parties"). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. SCOPE OF SERVICES 1.1 Term. Subject to the provisions of Section 8 [Termination] of this Agreement, the term of this Agreement is for 1 year from and after the Effective Date ("Term"), unless mutually extended by the parties. 1.2 Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City comprehensive mechanical maintenance and repair services for heating, ventilation, and air conditioning systems (HVAC) at city facilities as identified in the Customized Service Program (CSP) Agreements dated July 07, 2014 and specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" [Scope of Services] ("Services"). Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. The Services shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City's staff and consultants a4 all reasonable times. 1.3 Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement, which are in addition to or outside of the Services ("Extra Work"), except as expressly provided for herein. It shall be Contractor's responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor's commencement of the Extra Work in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. 1.4 Schedule of Performance. Contractor agrees to diligently perform and complete the Services in accordance with the schedule of performance attached hereto and incorporated herein by reference as Exhibit "B" [Schedule of Performance] ("Schedule of Performance"). Modifications to the Schedule of Performance must be LA #48224623-2581 V2 1, 9/3/13 agreed upon in writing in advance by the City Manager pursuant to Section 9.19 [Administration and Implementation] and Contractor. 1.5 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra Work which has not been removed and any non -conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. 1.6 Repair of Defects. Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later, Contractor shall within ten (10) days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work or services. For any work so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Services. Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition. In the event that Contractor fails to perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non -conforming, or damaged Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. 1.7 Contractor's Representative. Contractor hereby designates the representative named in Exhibit "D" [Representatives], or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. LA #4822-4623-2581 J2 2 9/3/13 SECTION 2. COMPENSATION AND METHOD OF PAYMENT 2.1 Compensation. City shall pay to Contractor for non -disputed Services rendered, the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated herein by reference. Total compensation to Contractor for the Services shall not exceed $24,000 without the prior written approval of City in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. 2.2 Payment of Compensation. Contractor shall submit periodic (monthly, bi- monthly, or bi-annual as specified in Exhibit "C") invoices together with 'an itemized statement of Services provided. The statement shall describe the Services provided, the percent of work completed by item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30, days of receiving such statement, all approved charges thereon. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor. SECTION 3. RESPONSIBILITIES OF CONTRACTOR 3.1 Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under the Contractor's exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. 3.2 Standard of Care and Licenses. Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement. LA #4822-4623-2581 v2 9/3/13 3.3 Required Corrections. Contractor shall perform, at its own expense and without reimbursement from the City, any work necessary to correct errors or omissions that are caused by the Contractor's failure to comply with the standard of care provided for herein. 3.4 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. 3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 3.6 Labor Code and Prevailing Wage Requirements. 3.6.1 ADDrenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. 3.6.2 Hours of Work. Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code. 3.6.3 Pavroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours. 3.6.4 Prevailing Waoe Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seg., and 1770, et seg., as well as California Code of Regulations, Title 8, Section 1600, et sec., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem! wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and any location where the Services are performed. LA 94822-4623-2581 v2 913/13 3.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sexual orientation, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.8 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. §§ 1101, et sec., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. SECTION 4. INDEMNIFICATION 4.1 Indemnity. Except as to the sole negligence, active negligence, gross negligence or willful misconduct of City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold City, and its respective officials, officers, employees, agents, and contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance or failure to perform under this Agreement, notwithstanding that City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor's officers, directors, employees, agents and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, and subcontractors. The Parties expressly agree that any payment, or Costs and Expenses City incurs or makes to, or on behalf of, an injured employee under City's workers' compensation or other insurance, is included as a loss or Costs and Expenses for the purpose of this Section. City shall not be responsible for any acts, errors or omissions of any person or entity except City and its officers, agents, servants, employees or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement. 4.2 Action. For purposes of this Agreement, "Action" shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court-ordered, binding, or non-binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action. 4.3 Costs and Expenses. For purposes of this Agreement, "Costs and Expenses" shall mean all costs and expenses, to the extent reasonable in amount, LA #4822-4623-2581 v2 5 9/3/13 actually and necessarily incurred by a Party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorneys fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable. 4.4 Hazardous Substances. For purposes of this Agreement, "Hazardous Substances" shall mean any and all of the following: a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code ("H.&S.C.") §25100, et seq.; the Hazardous Substance Account Act, H.&S.C.§25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq.; the Carpenter -Presley -Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq.; the Porter -Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature. SECTION 5. RECORDS AND DOCUMENTS 5.1 Accounting Records. 5.1.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally LA #4822-4623-2581 v2 9/3/13 accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. 5.1.2 Inspection and CODvina. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. 5.2 Ownership of Documents. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the. Services shall become the sole property of City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents SECTION 6. INSURANCE 6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed. Contractor acknowledges that prior to the Effective Date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit "F" [Insurance]. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. 6.2 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved in the performance of the Services by. Contractor, provide the same minimum insurance coverage required of Contractor.' Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 6.3 Modification of Insurance Provisions. The City Manager may make reasonable amendments to the insurance requirements of this section, with the written LA #48224623-2581 v2 7 913/13 concurrence of the Finance Director or Risk Manager, in accordance with Section 9.19 [Administration and Implementation] after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City. SECTION 7. BONDS Section intentionally deleted. No bonds necessary for these services. SECTION 8. TERMINATION. 8.1 Termination by City. City may, by written notice to Contractor, terminate with or without cause, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non -disputed Services that have been adequately rendered to City, and Contractor shall be entitled to no further compensation. 8.2 Termination by Contractor. Contractor may, by written notice to City, terminate this Agreement based upon City's failure to timely cure a default under this Agreement as provided herein. At least forty-five (45) days prior to termination, Contractor shall provide City with a written notice specifying City's alleged default and providing City with a forty-five (45) day period to cure the default. Should City timely cure such default, the Agreement shall continue. Should City fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City. SECTION 9. GENERAL PROVISIONS 9.1 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City. 9.3 Liquidated Damages. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable manner, and that Contractor's failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, LA #4822-4623-2581 v2 g 9/3/13 impractical and extremely difficult to ascertain and determine the exact amount of damages or to calculate actual damages. Therefore, in addition to City's right to treat' such non-performance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, represent a reasonable estimate of the monetary damages that reasonably could be anticipated and that proof of actual damages would be costly or impractical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Therefore, in lieu of actual damages, Contractor is subject to payment of $25 per failure to perform, per day. City may, at its election, deduct any assessed liquidated damages from payment due, or that will become due, to Contractor from City. 9.4 Excusable Delays. Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. 9.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement. 9.6 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, located in Los Angeles, California. 9.7 Integration. This Agreement, including the attached Exhibits "A" through "F", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. 9.8 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). LA #48224623-2581 J2 9 9/3/13 9.9 Prohibited Interests. Contractor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. 9.10 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Temple City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void. 9.11 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 9.12 Delivery Of Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit "D", or at such other address as the respective parties may provide in writing for this purpose. Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and .addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9.13 Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. 9.14 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent.breach or violation of any provision of this Agreement. Acceptance by City of any Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. 9.15 Attorneys Fees, Costs and Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of, reasonable attorney's fees and Costs and Expenses, in addition to any other relief to which it may be entitled. 9.16 Subcontracting. Contractor shall not subcontract any portion of the Services, except as expressly stated herein, without prior written approval of City. LA #4822-0623-2581 v2 10 9/3/13 Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. 9.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 9.18 Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. 9.19 Administration and Implementation. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 9.10 (Amendment] and the City Manager's contracting authority under the Temple City Municipal Code. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMPLE CITY ONTARIO REFRIGERATION SERVICE, INC. Bryan Cook, City Manager (Authorized Officer) Title I?f2S1AP.r+ ATTEST: Print Name: Ph11TUJNekX r Peggy Kuo, City Clerk I LjLd b er) Title?S�_1S\�1 �,,r;dem Manaqex- Print Name: '<-en 11c APPROVED AS TO FORM: Eric S. Vail, City Attorney LA #48224623-2581 v2 9/3/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTYOF Sah�ernarAino J RVAUY P�I�IQ.UEur On In 20I before me, personally appeared KQVI piu , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: J.RODARTE �Wp COMM. #1904380 �n My Comm. Exp OCT 15, 2014 4 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) RIV 94838-6958-3880 v2 DRAFT 913113 IS7S.�iI•TI'TI IlL�]iL�IiT:3111JLL�7;:CeLY I �Z�Illu'I_IIiIIY TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A"SCOPE OF SERVICES CONTRACTOR shall provide comprehensive mechanical maintenance and repair services for the heating, ventilation, and air conditioning systems (HVAC) as identified in the attached Exhibits: As per Exhibit Al: City Hall, Civic Center, Community Room, and Emergency Operations Center (EOC) Exhibit A2: City Yard Exhibit A3: Live Oak Park (Community Center, Annex, and Concession Stand) Also, Special Services, as needed. Services for one (1) year per contract but automatically renewed for five (5) additional years if no early termination. After six (6) years, the contract is terminated with no ability to renew. CSR Agreements dated July 07, 2014 attached hereto. LA 948224623-2581 V2 A 9/3/13 EXHIBIT Al PC71126 I July 07, 2014 1 2 of 7 Under our CUSTOMIZED SERVICE PROGRAM, Ontario Refrigeration shall provide the Customer with a guaranteed performance based agreement entailing every aspect of professional preventive and predictive maintenance services. The program begins with a detailed equipment inventory by component. This inventory is entered into our computer data bank of maintenance tasking as recommended, at minimum, by the equipment manufacturer. This tasking is then supplemented by our own experience of equipment operation and service requirements in the state of California since 1958. The program is further customized with the Customer's individual application(s), operating run-time, and specific needs of the Customer's occupants. Included in the program for the attached Inventory of Equipment is the following: ■ SYSTEM(S) OPERATIONAL ANALYSIS Travel and jobsite labor including vehicle and living expense necessary to test existing operation and performance characteristics of the equipment. Inspections in the form of non-destructive testing, vibration and noise monitoring, chemical analysis, and routine visual inspections will be performed to ensure that the system(s) are in proper operating condition and to identify any potential system(s) failures. As customized for your system(s), the following inspections typify these services as applicable: Visually Inspect the Following: - fan assemblies - belts & sheaves - motor mounts & vibration pads - electrical connections & contactors - heating & cooling coils - filter media & racks - sight glass condition - bearings - spray nozzles & pans - ignitor & flame assembly - heat exchangers - compressor sections - condensing sections - heating sections - humidifiers & strainers - seals & packaging - condensate drains & pans - flame composition - flue stack assembly Physically Check and/or Test the Following: - lubrication requirements - oil sump, heaters & temperatures - starter operation - water flows - motor operating conditions - suction & discharge pressures - flow switch operation - control interlocks - damper operation - external interlocks - motor voltage & amperages - refrigerant charges - system(s) leaks - oil & fluid levels - pressure & temperatures - outside air intakes - refrigerant pump down - crankcase heaters V OWN PC71126 I July 07, 2014 1 3 of 7 ■ PREDICTIVE & PREVENTIVE MAINTENANCE Travel and jobsite labor including vehicle and living expenses essential to ensure efficient operating conditions and extended equipment life. Preventive Maintenance working in tandem with Predictive Maintenance is performed to detect early signs of deteriorating performance and to predict potential system(s) failures. These services diagnose and solve equipment problems often before they occur. Preventive Maintenance is performed on an ongoing basis and is scheduled with little or no equipment downtime with its primary objective aimed at system(s) durability, reliability, efficiency, and safety. As customized for your system(s), the following tasks typify these services as applicable: Calibration: Secure and Tighten: - temperature controls - motor terminals - operating & safety controls - control terminals - humidity & pressure controls -piping clamps - transmitter & receiver gauges - line fittings - economizer controls - mounting hardware - electrical connections Adjustment: - equipment panels - purge system(s) - motor mounts - superheat - vibration pad nuts & bolts - damper & valve linkages - damper sections - unloaders - belt tensions; replace annually Cleaning: - fan rpm's - control devices - chemical feed equipment - electrical contactors - gas pressure regulators - condenser coils (with water) - combustion air ratios - evaporator coils (as required) - set points - fan blades & impellers - ignitor & flame rod assembly - pilot & burner orifices - sump floats - ignitors - condensate pans Alignment: - tower basins - sumps & floats - belt sheaves - baffles & fill - pulleys - nozzles & passages - coil fins - equipment areas - belt drives - burner orifices Vibration: Painting and Surface Preparation: - damper linkages - as required, to help prevent corrosion and - fan bearings deterioration of exterior equipment surfaces - axial vane drives - pumps - motors V.M:,oz PC71126 I July 07, 2014 1 4 of 7 ■ PROGRAM ADMINISTRATION Ontario Refrigeration will be responsible to administer, monitor and update all aspects of the service provided under this agreement. A complete set of documents will be generated, including computerized maintenance task schedules, inventory records, and all other documentation required for establishing operating trends and further corrective measures. Detailed Service and/or Maintenance Reports will be left with Customer after every service visit. Ontario Refrigeration will act on Customer's behalf to provide any documentation the EPA may require regarding compliance with the Clean Air Act. V.M1W PC71126 July 07, 2014 5 of 7 The following equipment/system(s) shall be covered as previously described under the Service Program. City Hall 1 Package Unit 48HJD005-631 Carrier 4 Ton Roof 2 Package Unit 48HJD008-631 Carrier 7.5 Ton Roof 2 Package Unit 48HJD006-631 Carrier 5 Ton Roof 1 Package Unit 48HJD012-651 Carrier 10 Ton Roof 1 Condenser RAKA024-JAZ Rheem 2 Ton Roof 1 Air Handler To Be Determined Rheem 2 Ton Computer Room Room Civic Center 1 Package Unit 48HJD014-631 Carrier 12 Ton Roof 2 Package Unit 48HJD005-631 Carrier 4 Ton Roof 1 Package Unit 48HJD009-631 Carrier 8.5 Ton Roof Community Room 2 Package Unit GCS10-513-75-1 Lennox 4 Ton Roof Emergency Operations Room 1 Heat Pump HP9-65V2A Lennox 5 Ton Roof 1 Air Handler To Be Determined Lennox 5 Ton Interior This agreement is subject to the General Conditions on the reverse side of page one. PC71126 I July 07, 2014 1 6 of 7 Ontario Refrigeration shall provide labor and material for the scheduling of filter service as follows: Package Unit Pleated Filter 8 16x25x2 6 Package Unit Pleated Filter 12 16x20x2 6 Package Unit Pleated Filter 10 20x20x2 6 Air Handler Pleated Filter 1 20x20x1 6 Air Handler Pleated Filter 2 25x25x1 6 Air Handler Pleated Filter 1-2 To Be Determined 6 This agreement is subject to the General Conditions on the reverse side of page one. v.aamez PC71126 I July 07, 2014 1 7 of 7 This is not an inspection proposal under which the equipment listed is merely inspected, oiled, and adjusted on a quarterly basis. This proposal includes a computerized preventative maintenance program under which Ontario technicians perform necessary maintenance on the equipment according to its age, size, and run-time in order to ensure proper system operation and efficiency. This results in fewer equipment failures, increased equipment life, and maximum energy savings. This agreement is subject to the Additional Agreement Tenns and Conditions on the reverse side of page one. V 092102 EXHIBIT A2 PC71125 I July 07, 2014 1 2 of 7 Under our CUSTOMIZED SERVICE PROGRAM, Ontario Refrigeration shall provide the Customer with a guaranteed performance based agreement entailing every aspect of professional preventive and predictive maintenance services. The program begins with a detailed equipment inventory by component. This inventory is entered into our computer data bank of maintenance tasking as recommended, at minimum, by the equipment manufacturer. This tasking is then supplemented by our own experience of equipment operation and service requirements in the state of California since 1958. The program is further customized with the Customer's individual application(s), operating run-time, and specific needs of the Customer's occupants. Included in the program for the attached Inventory of Equipment is the following: ■ SYSTEM(S) OPERATIONAL ANALYSIS Travel and jobsite labor including vehicle and living expense necessary to test existing operation and performance characteristics of the equipment. Inspections in the form of non-destructive testing, vibration and noise monitoring, chemical analysis, and routine visual inspections will be performed to ensure that the system(s) are in proper operating condition and to identify any potential system(s) failures. As customized for your system(s), the following inspections typify these services as applicable: Visually Inspect the Following: -fan assemblies - belts & sheaves - motor mounts & vibration pads - electrical connections & contactors - heating & cooling coils - filter media & racks - sight glass condition - bearings - spray nozzles & pans - ignitor & flame assembly - heat exchangers - compressor sections - condensing sections - heating sections - humidifiers & strainers - seals & packaging - condensate drains & pans - flame composition - flue stack assembly Physically Check and/or Test the Following: - lubrication requirements - oil sump, heaters & temperatures - starter operation - water flows - motor operating conditions - suction & discharge pressures - flow switch operation - control interlocks - damper operation - external interlocks - motor voltage & amperages - refrigerant charges - system(s) leaks - oil & fluid levels - pressure & temperatures - outside air intakes - refrigerant pump down - crankcase heaters v.Wz,oz PC71125 I July 07, 2014 1 3 of 7 ■ PREDICTIVE & PREVENTIVE MAINTENANCE Travel and jobsite labor including vehicle and living expenses essential to ensure efficient operating conditions and extended equipment life. Preventive Maintenance working in tandem with Predictive Maintenance is performed to detect early signs of deteriorating performance and to predict potential system(s) failures. These services diagnose and solve equipment problems often before they occur. Preventive Maintenance is performed on an ongoing basis and is scheduled with little or no equipment downtime with its primary objective aimed at system(s) durability, reliability, efficiency, and safety. As customized for your system(s), the following tasks typify these services as applicable: Calibration: Secure and Tighten: - temperature controls - motor terminals - operating & safety controls - control terminals - humidity & pressure controls - piping clamps - transmitter & receiver gauges - line fittings - economizer controls - mounting hardware - electrical connections Adjustment: - equipment panels - purge system(s) - motor mounts - superheat - vibration pad nuts & bolts - damper & valve linkages - damper sections - unloaders - belt tensions; replace annually Cleaning: - fan rpm's - control devices - chemical feed equipment - electrical contactors - gas pressure regulators - condenser coils (with water) - combustion air ratios - evaporator coils (as required) - set points - fan blades & impellers - ignitor & flame rod assembly - pilot & burner orifices - sump floats - ignitors - condensate pans Alignment: - tower basins - sumps & floats - belt sheaves - baffles & fill - pulleys - nozzles & passages - coil fins - equipment areas - belt drives - burner orifices Vibration: Painting and Surface Preparation: - damper linkages - as required, to help prevent corrosion and - fan bearings deterioration of exterior equipment surfaces - axial vane drives - pumps - motors V,M102 PC71125 I July 07, 2014 1 4 of 7 ■ PROGRAM ADMINISTRATION Ontario Refrigeration will be responsible to administer, monitor and update all aspects of the service provided under this agreement. A complete set of documents will be generated, including computerized maintenance task schedules, inventory records, and all other documentation required for establishing operating trends and further corrective measures. Detailed Service and/or Maintenance Reports will be left with Customer after every service visit. Ontario Refrigeration will act on Customers behalf to provide any documentation the EPA may require regarding compliance with the Clean Air Act. VU ,a PC71125 I July 07, 2014 1 5 of 7 The following equipment/system(s) shall be covered as previously described under the Service Program. 1 Package Unit To Be Determined Carrier 5 Ton Roof This agreement is subject to the General Condhions on the reverse side of page one. v w,.m PC71125 I July 07, 2014 1 6 of 7 Ontario Refrigeration shall provide labor and material for the scheduling of filter service as follows: Package Unit Pleated Filter 1-2 To Be Determined 2 This agreement is subject to the General Conditions on the reverse side of page one. v.oeanz PC71125 I July 07, 2014 1 7 of 7 This is not an inspection proposal under which the equipment listed is merely inspected, oiled, and adjusted on a quarterly basis. This proposal includes a computerized preventative maintenance program under which Ontario technicians perform necessary maintenance on the equipment according to its age, size, and run-time in order to ensure proper system operation and efficiency. This results in fewer equipment failures, increased equipment life, and maximum energy savings. This agreement is subject to the Additional Agreement Terms and Conditions on the reverse side of page one. vMIN EXHIBIT A3 PC71124 I July 07, 2014 1 2 of 7 Under our CUSTOMIZED SERVICE PROGRAM, Ontario Refrigeration shall provide the Customer with a guaranteed performance based agreement entailing every aspect of professional preventive and predictive maintenance services. The program begins with a detailed equipment inventory by component. This inventory is entered into our computer data bank of maintenance tasking as recommended, at minimum, by the equipment manufacturer. This tasking is then supplemented by our own experience of equipment operation and service requirements in the state of California since 1958. The program is further customized with the Customer's individual application(s), operating run-time, and specific needs of the Customer's occupants. Included in the program for the attached Inventory of Equipment is the following: ■ SYSTEM(S) OPERATIONAL ANALYSIS Travel and jobsite labor including vehicle and living expense necessary to test existing operation and performance characteristics of the equipment. Inspections in the form of non-destructive testing, vibration and noise monitoring, chemical analysis, and routine visual inspections will be performed to ensure that the system(s) are in proper operating condition and to identify any potential system(s) failures. As customized for your system(s), the following inspections typify these services as applicable: Visually Inspect the Following: - fan assemblies - belts & sheaves - motor mounts & vibration pads - electrical connections & contactors - heating & cooling coils - filter media & racks - sight glass condition - bearings - spray nozzles & pans - ignitor & flame assembly - heat exchangers - compressor sections - condensing sections - heating sections - humidifiers & strainers - seals & packaging - condensate drains & pans - flame composition - flue stack assembly Physically Check and/or Test the Following: - lubrication requirements - oil sump, heaters & temperatures - starter operation - water flows - motor operating conditions - suction & discharge pressures - flow switch operation - control interlocks - damper operation - external interlocks - motor voltage & amperages - refrigerant charges - system(s) leaks - oil & fluid levels - pressure & temperatures - outside air intakes - refrigerant pump down - crankcase heaters v.on:mu PC71124 July 07, 2014 ■ PREDICTIVE & PREVENTIVE MAINTENANCE 3 of 7 Travel and jobsite labor including vehicle and living expenses essential to ensure efficient operating conditions and extended equipment life. Preventive Maintenance working in tandem with Predictive Maintenance is performed to detect early signs of deteriorating performance and to predict potential system(s) failures. These services diagnose and solve equipment problems often before they occur. Preventive Maintenance is performed on an ongoing basis and is scheduled with little or no equipment downtime with its primary objective aimed at system(s) durability, reliability, efficiency, and safety. As customized for your system(s), the following tasks typify these services as applicable: Calibration: Secure and Tighten: - temperature controls - motor terminals - operating & safety controls - control terminals - humidity & pressure controls -piping clamps - transmitter & receiver gauges - line fittings - economizer controls - mounting hardware - electrical connections Adjustment: - equipment panels - purge system(s) - motor mounts - superheat - vibration pad nuts & bolts - damper & valve linkages - damper sections - unloaders - belt tensions; replace annually Cleaning: - fan rpm's - control devices - chemical feed equipment - electrical contactors - gas pressure regulators - condenser coils (with water) - combustion air ratios - evaporator coils (as required) - set points - fan blades & impellers - ignitor & flame rod assembly - pilot & burner orifices - sump floats - ignitors - condensate pans Alignment: - tower basins - sumps & floats - belt sheaves - baffles & fill - pulleys - nozzles & passages - coil fins - equipment areas - belt drives - burner orifices Vibration: Painting and Surface Preparation: - damper linkages - as required, to help prevent corrosion and - fan bearings deterioration of exterior equipment surfaces - axial vane drives - pumps - motors V.02102 PC71124 I July 07, 2014 1 4 of 7 ■ PROGRAM ADMINISTRATION Ontario Refrigeration will be responsible to administer, monitor and update all aspects of the service provided under this agreement. A complete set of documents will be generated, including computerized maintenance task schedules, inventory records, and all other documentation required for establishing operating trends and further corrective measures. Detailed Service and/or Maintenance Reports will be left with Customer after every service visit. Ontario Refrigeration will act on Customer's behalf to provide any documentation the EPA may require regarding compliance with the Clean Air Act. VM,W PC71124 July 07, 2014 5 of 7 The following equipment/system(s) shall be covered as previously described under the Service Program. Community Center 1 Package Unit 1 Package Unit 1 Package Unit Annex 2 Heat Pump 2 Air Handler 2 Heat Pump 2 Air Handler 1 Heat Pump 1 Air Handler Concession Stand 1 Evaporative Cooler 1 Make up Air Exhaust Fan YCD300B3LOFA Trane YCD240B3LBBE Trane YCD0601-31LBBE Trane 25 Ton Roof 20 Ton Roof 5 Ton Roof 38QRR060 Carrier 5 Ton Roof FX4CNF060 Carrier 5 Ton Interior 38QRR048 Carrier 4 Ton Roof FX4CNF048 Carrier 4 Ton Interior 38QRR036 Carrier 3 Ton Roof FX4CNF036 Carrier 3 Ton Interior ES4300 Adobe 3/4 HP Roof 16S1PB Loren Cook 1 HP Roof This agreement is subject to the General Conditions on the reverse side of page one. v.M102 PC71124 I July 07, 2014 1 6 of 7 Ontario Refrigeration shall provide labor and material for the scheduling of filter service as follows: Package Unit Pleated Filter 8 20x25x2 4 Package Unit Pleated Filter 8 20x20x2 4 Package Unit Pleated Filter 2 20x25xl 4 Evaporative Cooler Cooler Media Pad 3 36x24 1 Air Handler Pleated Filter 2 24x24x1 4 Air Handler Pleated Filter 3 20x24xl 4 This agreennenl is subject to the General conditions on the reverse side of page one. v=IW PC71124 I July 07, 2014 1 7 of 7 This is not an inspection proposal under which the equipment listed is merely inspected, oiled, and adjusted on a quarterly basis. This proposal includes a computerized preventative maintenance program under which Ontario technicians perform necessary maintenance on the equipment according to its age, size, and run-time in order to ensure proper system operation and efficiency. This results in fewer equipment failures, increased equipment life, and maximum energy savings. This agreement is subject to the Additional Agreement Terms and Conditions on the reverse side of page one. VAUIM a EXHIBIT "B" SCHEDULE OF PERFORMANCE CONTRACTOR shall provide services identified in Exhibit "A" as follows: Monthlv Basis • Live Oak Park Community Center • Live Oak Park Annex • Live Oak Park Concession Stand Bi-Monthlv Basis • City Hall and Computer Room • Civic Center • Community Room • Emergency Operations Center (EOC) Bi -Annual Basis • City Yard Special Services • As Needed LA #4822A623-2581 v2 B 0 9/3/13 EXHIBIT "C" COMPENSATION The CITY shall pay the CONTRACTOR to perform services provided herein as follows: City Hall, Civic Center, Community Room, EOC $5,472/year; $912/bi-monthly Live Oak Park Community Center, Annex, Concession Stand $4,596/year; $383/month City Yard 368/year; $184/bi-annual $10,436 Total SPECIAL SERVICES Monday — Friday (8a.m. to 5p.m.) $108/hour + $45 vehicle charge After-hours $162/hour + $45 vehicle charge + $75 emergency fee The agreement price is subject to adjustment on each anniversary date of this Agreement, if the parties mutually agree to extend the term, to reflect increases in the cost of labor, materials, and related costs. The annual increase shall not exceed the lower of the percentage rate increase in the National Consumer Price Index for Urban Consumers (CPI -U), under the expenditure category for all items, over the previous twelve month period, or an increase not to exceed 3% per year. LA #4822-4623-2581 W2 C 9/3/13 EXHIBIT "D" REPRESENTATIVES City of Temple City Community Development Department attn: Robert Sahagun, Public Safety and Services Manager 9701 Las Tunas Drive Temple City, California 91780 Facsimile: (626) 285-2171 Ontario Refrigeration Service, Inc. Attn: Phil Talleur, President 6002 San Fernando Road Glendale, CA 91202 LA 1!4822-4623-2581 v2 9/3/13 EXHIBIT "E" BONDS REQUIRED None Required LA #4822-4623-2581 v2 9/3/13 EXHIBIT "F" INSURANCE REQUIREMENTS FOR CITY OF TEMPLE CITY The City requires a certificate of insurance, including an underwriter's endorsement, prior to commencement of the Services. The insurance policies are to include additional endorsements that contain the following provisions: That the City of Temple City and its respective officers and employees are additional insureds under the policy; Z The policies are primary and non-contributory to any insurance that may be carried by City; 3. The City is entitled to thirty (30) days' prior written notice (10 days for cancellation due to non-payment of premium) of cancellation, material reduction, or non -renewal of the policy or policies. 4. The insurance shall be carried only by responsible insurance companies that have rated "A-" and "W or better by the A.M. Best Key Rating Guide, that are licensed to do business in the State of California. City will accept insurance provided by non -admitted "surplus lines" carriers only if the carrier is authorized to do business in the State of California. Only the following "marked" requirements are applicable: Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Contractor and City against liability or claims of liability which may arise out of this order in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of one million dollars ($1,000,000). There shall be no. endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy. Vehicle Liability Insurance: Contractor shall also procure and shall maintain during the term of this order vehicle liability insurance in an amount not less than, $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). Workers' Compensation Insurance: For all of Contractor's employees who are subject to this order and to the extent required by applicable state or federal law, Contractor shall keep in full force and effect a Workers' Compensation policy. That policy shall provide a minimum of one million dollars ($1,000,000) of employers' liability LA #4822-4623-2581 V2 9/3/13 coverage, and Contractor shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against City by a bona fide employee of Contractor participating under this Agreement, Contractor is to defend and indemnify the City from such claim. LA #4822-4623-2581 J2 9/3/13 7