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HomeMy WebLinkAboutItem 06.i Date: March 4, 2019 Item No. APPROVAL OF A CONTRACT FOR PREVENTIVE MAINTENANCE OF THE POLICE DEPARTMENT CHILLER WITH DAIKEN APPLIED Proposed Action Staff recommends adoption of the following motion: Move to approve a contract with Daikin Applied Americas Inc, d/b/a Daikin Applied for preventive maintenance of the Police Department Chiller. Overview This contract pertains to preventive maintenance services for the chiller at the Police Department. The chiller, while a part of the heating, ventilating, and air conditioning (HVAC) system, is sufficiently specialized that a separate preventive maintenance contract is necessary. Problems with the chiller in past years and reliance on a general HVAC contractor for preventive maintenance and repairs have resulted in increased costs associated with troubleshooting and time spent in consultation with the manufacturer’s representative, Daikin Applied. By contracting with the manufacturer’s representative, the goal is to reduce maintenance costs and increase the operational availability of the equipment through more accurate problem diagnosis and faster repair. This is a sole source contract with Daikin Applied as the manufacturer’s representative. Cost for services is $3,771.00 and does not require additional quotes per Lakeville’s purchasing policy. Staff reviewed the contract and associated documents and recommends its approval. Primary Issues to Consider • Do we need a separate contact for the chiller? Yes. In our experience with the chiller, a general HVAC contractor is not well enough acquainted with the equipment and must rely on consultation with, or direct assistance from, the manufacturer’s representative. This causes delays in returning the equipment to operation and can adversely affect air movement and cooling within the building. Supporting Information • A copy of the contract for services is attached. Financial Impact: $3,771.00 Budgeted: Yes Source: Department Budgets Related Documents (CIP, ERP, etc.): Envision Lakeville Community Values: Good Value for Public Services Report Completed by: Neil Normandin, Public Works and Facilities Coordinator 2 CONTRACT FOR SERVICES THIS AGREEMENT made this 4th day of March 2019, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation (“City”) and DAIKIN APPLIED AMERICAS INC., a Minnesota corporation, d/b/a DAIKIN APPLIED, hereinafter referred to as the “Contractor.” THE CITY AND THE CONTRACTOR, FOR THE CONSIDERATION HEREINAFTER STATED, AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services is detailed in the Contract Documents but generally consists of four inspections annually of the Police Department Chiller for the term of the contract. The Contractor agrees to perform the services as detailed in the Contract Documents. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This document entitled “Contract for Services”. B. Daikin Care Maintenance Agreement Inspection Agreement, Proposal Q-00023412, dated December 17, 2018 If there is a conflict among the provisions of the Contract, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "B" having the last priority. 3. OBLIGATIONS OF THE CONTRACTOR. A. The Contractor agrees that the work contemplated by the Contract shall be fully and satisfactorily completed in accordance with the terms of the Contract Documents. B. Contractor shall exercise the same degree of care, skill, and diligence in the performance of the services as is ordinarily possessed and exercised by a contractor under similar circumstances. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of Contractor’s services. 4. PAYMENT. A. The City agrees to pay and the Contractor agrees to receive and accept payment in accordance with the prices quoted, which is inclusive of sales tax, as set forth in Daikin Care Maintenance Agreement Inspection Agreement, Proposal Q- 00023412, dated December 17, 2018. Payment to the Contractor shall be made based on work completed and submission and approval of an invoice. B. Payments to Subcontractor. Pursuant to Minn. Stat. § 471.25, Subd. 4a, the Contractor must pay any subcontractor within ten (10) days of the Contractor’s receipt of payment from the City for undisputed services provided by the subcontractor. The Contractor must pay interest of 1½ percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the 3 subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Contractor shall pay the actual penalty due to the subcontractor. 5. INDEMNIFICATION. To the fullest extent permitted by law, Contractor agrees to defend, indemnify and hold harmless the City, and its employees, officials, and agents from and against all claims, actions, damages, losses and expenses, including reasonable attorney fees, arising out of Contractor’s negligence or its performance or failure to perform its obligations under this Contract. Contractor’s indemnification obligation shall apply to subcontractor(s), or anyone directly or indirectly employed or hired by Contractor, or anyone for whose acts Contractor may be liable. Contractor agrees this indemnity obligation shall survive the completion or termination of this Contract. 6. RIGHTS AND REMEDIES. A. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. B. No action or failure to act by the City or the Contractor shall constitute a waiver of any right or duty afforded by any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 7. GOVERNING LAW. The Contract shall be governed by the laws of the State of Minnesota. 8. INSURANCE. Prior to the start of the project, Contractor shall furnish to the City a certificate of insurance showing proof of the required insurance required under this Paragraph. Contractor shall take out and maintain or cause to be taken out and maintained until six (6) months after the City has accepted the public improvements, such insurance as shall protect Contractor and the City for work covered by the Contract including workers’ compensation claims and property damage, bodily and personal injury which may arise from operations under this Contract, whether such operations are by Contractor or anyone directly or indirectly employed by either of them. The minimum amounts of insurance shall be as follows: Commercial General Liability (or in combination with an umbrella policy) $2,000,000 Each Occurrence $2,000,000 Products/Completed Operations Aggregate $2,000,000 Annual Aggregate The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Products and Completed Operations Liability 4 Automobile Liability $2,000,000 Combined Single Limit – Bodily Injury & Property Damage Including Owned, Hired & Non-Owned Automobiles Workers Compensation Workers’ Compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Employer’s Liability with minimum limits are as follows: $500,000 – Bodily Injury by Disease per employee $500,000 – Bodily Injury by Disease aggregate $500,000 – Bodily Injury by Accident The Contractor’s insurance must be “Primary and Non-Contributory”. All insurance policies (or riders) required by this Contract shall be (i) taken out by and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, (ii) shall name the City, its employees and agents as additional insureds (CGL and umbrella only) by endorsement which shall be filed with the City. A copy of the endorsement must be submitted with the certificate of insurance. Contractor’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days’ advanced written notice to the City, or ten (10) days’ notice for non-payment of premium. An Umbrella or Excess Liability insurance policy may be used to supplement Contractor’s policy limits on a follow-form basis to satisfy the full policy limits required by this Contract. 9. TERM. The initial term of this Contract shall begin on or about March 18, 2019 and end on March 1, 2020, both dates inclusive, unless sooner terminated as hereinafter provided. Thereafter, the contract shall continue from year to year thereafter, unless sooner terminated as hereinafter provided. 10. SUPPLIES, EQUIPMENT, AND INCIDENTALS. The City and Contractor agree that the Contractor shall furnish any and all supplies, equipment, and incidentals necessary for Contractor’s performance of this Contract. 11. SUPERVISION OF CONTRACTOR. The City’s designated supervisor will be the Tim Redepenning, Facilities Supervisor. The Facilities Supervisor, acting on the City’s behalf, shall be responsible for providing communication and direction as to the provision of services by the Contractor under this Contract. The Contractor will contact the City of Lakeville by e-mail as to the supply dates and the time they will perform work at each facility. The Facilities Supervisor’s mailing address is: 20195 Holyoke Avenue, Lakeville, MN 55044; telephone numbers are: (W) 952-985-2630; (C) 952-292-3374; email address is tredepenning@lakevillemn.gov. 12. TERMINATION WITHOUT CAUSE BY CITY. The City reserves the right to terminate Contractor at will immediately without cause at any time within the 5 term of this Contract. In the event of such termination, the City shall provide Contractor written notice of termination and upon receipt of same, Contractor shall immediately cease and desist Contractor’s provision of services under this Contract and City shall have no further obligation under this Contract to pay any further compensation to Contractor except for compensation due and owing for services prior to Contractor’s receipts of the written notice of termination. 13. INDEPENDENT CONTRACTOR. City and Contractor agree that Contractor, while engaged in carrying out and complying with the terms and conditions of this Contract and the provision of services thereunder, shall be considered at all times an independent contractor and not an officer, employee, or agent of the City. City and Contractor further agree that Contractor shall not at any time or in any manner represent that Contractor or any of the Contractor’s agents or employees are in any manner agents or employees of the City. City and Contractor further agree that Contractor shall be exclusively responsible under this Contract for Contractor’s own FICA payment, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes or other taxes if any such payments, amounts, or taxes are required to be paid by law or regulations. 14. WRITTEN NOTICE OR OTHER CORRESPONDENCE. Any written notice or other correspondence to be provided by or between the City and the Contractor in accordance with this Contract shall be hand delivered or mailed by registered or certified mail to the following address: CITY: CONTRACTOR: 15. WAIVER OF DEFAULT. Any waiver by City of a default under the provisions of this Contract by Contractor shall not operate or be construed as a waiver of a subsequent default by the Contractor. No waiver shall be valid unless in writing and signed by the Mayor and the City Administrator on behalf of the City. 16. NO ASSIGNMENT OR SUBCONTRACTING. The City and Contractor agree that the services to be rendered by the Contractor under this Contract are unique and personal. Accordingly, the Contractor may not assign or subcontract out any of the Contractor’s rights or any of the Contractor’s duties or obligations under this Contract. 17. INVALIDITY OF PROVISIONS. If any term or provision of this Contract or any application hereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Contract or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or City of Lak eville 20195 Holyoke Avenue Lakeville MN 55044 Daikin Applied 13600 Industrial Park Boulevard Minneapolis MN 55441 6 unenforceable shall not be effected hereby and each term and provision of this Contract shall be valid and be enforced to the fullest extent permitted by law. 18. DATA PRACTICES/RECORDS. A. All data created, collected, received, maintained, or disseminated for any purpose in the course of this Contract is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any other applicable state statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy. B. All books, records, documents, and accounting procedures and practices of the Contractor and its subcontractors, if any, relative to this Contract are subject to examination by the City. 19. WARRANTY. The Contractor shall be held responsible for any and all defects in workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the contract specifications. 20. ENTIRE AGREEMENT. This instrument herein contains the entire and only agreement between the parties and no oral statement or representation or prior written matter not contained in this instrument shall have any force and effect. This Contract shall not be modified in any way except by writing executed by both parties. 21. DISCRIMINATION. Contractor agrees to comply with Minnesota Statute 181.59 that states: Subsection A. That, in the hiring of common or skilled labor for the performance of any work under any contract, or any subcontract, no contractor, material supplier or Contractor, shall, by reason of race, creed, or color, discriminate against the person or persons who are citizens of the United States or resident aliens who are qualified and available to perform the work to which the employment relates; Subsection B. That no contractor, material supplier, or Contractor, shall, in any manner, discriminate against, or intimidate, or prevent the employment of any person or persons identified in clause (1) of this section, or on being hired, prevent, or conspire to prevent the person or persons from the performance of work under any contract on account of race, creed, or color; Subsection C. That a violation of this section is a misdemeanor; and Subsection D. That this contract may be canceled or terminated by the state, county, city, town, school board, or any other person authorized to grant the contracts for employment, and all money due, or to become due under the contract, may be forfeited for a second or any subsequent violation of the terms or conditions of this contract. 7 22. WORK HOURS. HVAC preventive maintenance shall start at 7:00 a.m. and be completed before 3:30 p.m. 23. BACKGROUND CHECKS. The City must receive from the Contractor and each Contractor’s employee written authorization permitting the City of Lakeville Police Department to perform a criminal history background check and further authorize the Police Department to release the information obtained to the Lakeville City Council, City Administrator and other appropriate employees. The City reserves the right to deny access to City facilities to those Contractors or Contractor’s employees that it deems inappropriate. CITY OF LAKEVILLE BY: Douglas P. Anderson, Mayor AND Charlene Friedges, City Clerk CONTRACTOR: DAIKIN APPLIED AMERICAS INC. d/b/a DAIKIN APPLIED BY: (print name) Its: