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HomeMy WebLinkAboutC2022-062.1 - Mesa Energy Systems dba Emcor Services of Az1 Contract No. 2022-062.1 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND MESA ENERGY SYSTEMS, INC. DBA EMCOR SERVICES OF ARIZONA THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) is entered into as of May 20, 2022, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Mesa Energy Systems, Inc., D/B/A EMCOR Services of Arizona., a(n) Arizona corporation (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Professional Services Agreement (the “Agreement”), dated March 31, 2022, for the Consultant to HVAC Maintenance, Repair, and Emergency Services (the “Services”). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. B. The Town and the Consultant desire to enter this First Amendment to amend the Agreement to (i) add to the Scope of Work (Exhibit C) and (ii) provide for compensation to the Consultant for the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows: 1. Compensation. The Town shall pay Consultant an amount not to exceed $8,000.00 for the Services, resulting in an increase of the cumulative contract amount from $30,900.00 to $38,900.00. 2. Exhibit C shall be incorporated herein by this reference. 3. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 2 4. Non-Default. By executing this First Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 5. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 6. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] Aaron Arnson (May 26, 2022 14:27 PDT) Elizabeth Klein (May 26, 2022 15:08 PDT) “Contractor” ____________________________________, By: Name: Title: Mesa Energy Systems, Inc., D/B/A EMCOR Services of Arizona., a(n) Arizona corporation Don Griffin (May 26, 2022 10:45 PDT) Don Griffin Branch Manager Don Griffin EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND MESA ENERGY SYSTEMS, INC. DBA EMCOR SERVICES OF ARIZONA [Additional Scope/Associated Fees] See following pages. 4125 E. MADISON STREET. PHOENIX. ARIZONA. 85034 LICENSE #611215 (B, C-4, C-10, C-20, C36, C38) Preferred Partnership Agreement Town of Fountain Hills State Contract #CTR049764 Prepared for: Steve Bartlett Service Address: 16705 E. Ave of the Fountains, Fountain Hills, AZ 85268 Date 05/01/2022 Agreement Valid for 30 Days SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 2 - 5/25/2022 During scheduled maintenance visits, EMCOR Services will provide pro-active hands-on maintenance services designed to improve equipment operations, increase energy efficiency, minimize breakdowns and prolong equipment life. Preventative maintenance will only be performed on listed equipment. (See equipment list) Priority Service: FOUNTAIN HILLS TOWN COMMUNITY CENTER will receive priority service over all non- EMCOR maintenance customers. Any service request generated by your company will be placed in high priority status based on type of call and day/time of request. List of Covered Preventive Maintenance Tasks (X) Include d Type of Service Frequency X BMS Preventive Maintenance 4 Operational DDC Inspections BUILDING AUTOMATION CONTROLS (DDC) MAINTENANCE TASKS: 4 scheduled visits per year will be provided to accomplish the following: System Preventive Maintenance. We will perform preventive maintenance following a program of standard maintenance routines as determined by our experience, equipment application, location, and the manufacturer’s recommendations. Continuous Control Commissioning. To promote optimal energy efficiency and ensure the correct operation of all controlled HVAC equipment, Technician will, over regularly scheduled quarterly virtual visits, test HVAC equipment controlled by the Building Management System. A portion of all controlled HVAC equipment shall be tested each quarter until all equipment has been verified. This testing shall be performed by temporarily modifying set points, overriding outputs and verifying results. Verification of results shall be determined based on sensor readings and or field verification. Conducting tests in this way ensures that damper actuators, electric heating coils, fans, compressors, pumps, etc. are functioning and control algorithms are operating correctly. Any deficiencies found will be reported in writing to facilities personnel. Control Loop Assessment. As a portion of the Continuous Re-Commissioning Technician will assess and tune critical control loops to maintain system control to peak efficiency as building and mechanical system characteristics change. Control loop SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 3 - 5/25/2022 assessment and tuning will ensure that each process controlled by the Building Automation System will be operated at the originally designed parameters. Global Programming Verification. To promote optimal energy efficiency and ensure the correct operation of all controlled HVAC equipment, Technician will over regularly scheduled quarterly virtual visits, verify the functionality of the following primary global system functions as appropriate Morning Warm-Up. Technician will ensure the morning warm-up programming is operating at peak efficiency by verifying the functionality of the morning warm-up algorithm. Algorithm verification shall be provided by comparing system trend data against expected results. Morning Cool-Down. Technician will ensure the morning cool-down programming is operating at peak efficiency by verifying the functionality of the morning cool-down the algorithm. Algorithm verification shall be provided by comparing system trend data against expected results. Schedules. Technician will verify all equipment schedules are as desired by the facilities on-site personnel. This ensures all schedules are operating as expected and ensures the accuracy of desired schedules. System Overrides. Technician will check the entire control system for any overrides. Any overrides found shall be documented and discussed with on-site facilities representatives. This ensures peak efficiency by reducing or eliminating forgotten overrides. Seasonal Set Point Adjustments. Technician will verify all equipment setpoints are as desired by the facilities on-site personnel. Seasonal setpoint adjustments may be required to maintain comfort levels in any given facility. Seasonal setpoint adjustments shall be tracked and recorded. Once a pattern is established recommendations will be made in writing as to how to automate the process to best ensure optimal energy conservation while maintaining required comfort levels. Network Analysis and Diagnostics. During regularly scheduled quarterly virtual visits Technician will log into the primary operator workstation and/or global controller(s) to verify proper communication. Technician will review error logs and analyze communication. Online and offline tests will be run to determine power and communication restart correctly. A report will be generated and provided to Town of Fountain Hills summarizing results. As Needed Services. Technician will review trends, alarms error rate and transmission rates as needed. Additional network analysis tasks as needed to verify suspected communications problems. When conventional troubleshooting does not suffice communication “sniffing” will be performed. Network analysis will be performed as required for appropriate to evaluate the potential impact of various configuration options as a part of proposed system expansion or modification. A report will be generated and provided to Town of Fountain Hills summarizing SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 4 - 5/25/2022 results. Global Controller Hardware Maintenance. Verify proper DC power, appropriate transmit and receive activity for communications, and check Error Codes. Confirm time sync of all Global controller(s) with the workstation. Inspect wiring for discoloration, defective shielding, fraying, corrosion or shield grounding. Monitor LED sequencing for correct operation. Review device properties of Global Controller(s). Remove excessive dust from internal surfaces. Calibrate other points and control processes as needed. Update firmware files as appropriate. Maintain software documentation as required. Software Services Software Maintenance. We will install applicable software updates to maintain or improve present performance within the functional capabilities of your system. The provision of software updates and upgrades that are not created or provided by Technician is considered outside the scope of this agreement unless specifically called for in this agreement. Revisions to the Energy Management Control System that add new features and capabilities are excluded. All customer IT maintained servers are excluded from this agreement. Graphics Backup. We will back up the graphics database up to (1) time per year. In the event of hardware failure, we will reload the graphics database and system file from our current backup copy up to one time per year. Unless otherwise directed by the customer. Database Backup. We will back up the site database and system files up to (1) time per year. In the event of memory loss, we will reload the database from our current backup copy up to one time per year. Unless otherwise directed by the customer. Documentation Services Service-related documentation will be stored online and made available to both Technician and customer representatives. Smartsheets are used to provide access to important information from any device and any location that has an internet connection. Service-related documentation may include control system design drawings, mechanical drawings, contact information, this partnership program agreement and relevant product cut sheets if available. A link to the Smartsheet will be added to the customer’s existing Niagara head end during a regularly scheduled maintenance visit. Service technicians will update the Smartsheet with a list of maintenance tasks that are updated by the service tech on-site as they complete these tasks during maintenance visits and service calls. The Smartsheet is also updated depicting any deficiencies found that are not covered by the partnership program. Smartsheets automatically send email notifications to all interested parties when changes are made. Smartsheets may also be used to store documents including but not limited to Mechanical and controls drawings. Unlimited storage is included. This is a great way to ensure the safekeeping of important documentation off-site. SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 5 - 5/25/2022 Pricing & Invoicing Price for Above Included Services: Contract Length Annual Cost$ Payment Amount$ Payment Term 1 Year $8,000.00 $2,000.00 Quarterly This agreement shall commence upon customer approval with start date below. SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 6 - 5/25/2022  Month/Year: / 2022 Customer Initials EMCOR / Mesa Initials and continue for a period of one (1) year. This agreement will automatically renew and may increase (subject to review) on anniversary date, unless either party gives at least thirty (30) days written notice to terminate agreement. The above pricing is valid for 30 days from date of proposal. Thank you for the opportunity to work with the TOWN OF FOUNTAIN HILLS. Sincerely, Jon Ogren Account Representative EMCOR Services Arizona IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year last below written. Customer: Contractor: Town Of Fountain Hills Mesa Energy Systems Inc. (dba EMCOR Services Arizona) Sign: Sign: Name: Name: Title: Title: Date: Date: Service Agreement Terms & Conditions This agreement (the "Agreement") is made between Town of Fountain Hills (the "Customer") and Mesa Energy Systems Inc. (dba EMCOR Services Arizona) the (Contractor"). 1. Contractor will provide mechanical maintenance of the equipment located at 16705 E. Ave of the Fountains set forth on the "List of Covered Equipment" provided in this contract. The services to be performed shall be limited to the scope of work provided in this contract. Additional work, outside the scope of this contract, will be quoted separately. 1.1. All Services provided under this agreement will be performed during normal working hours (Monday-Friday 7AM to 4PM) If afterhours work is required, overtime rates will apply. SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 7 - 5/25/2022 2. Customer agrees to pay to Contractor the amount(s) set forth in this contract. Such amount(s) shall be invoiced by Contractor to Customer at a frequency set forth in the contract. 2.1. In addition to the amount(s) set forth in this contract, Customer shall pay to Contractor all excise, sales, use, occupation or other similar taxes imposed on Contractor by any governmental authority or in any way connected with Contractor's performance of its obligations hereunder. 2.2. Payment of all invoices is due net 30 days from date of invoice. Any fees, payments, reimbursements or credits owing to either party pursuant to this Agreement not paid when due shall accrue simple interest at the rate of one and one-half percent (1½ %) per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by the party to whom debts are owed. 2.3. The below price is the cash price and has been discounted by 3%. Should customer choose to pay via credit card, customer shall forego the cash discount and the price for the above work shall increase 3%. 3. Customer agrees: 3.1. To provide free access to all areas of the facility for the equipment identified in and/or relating to the List of Covered Equipment and to provide suitable means as may be necessary to reach such equipment situated with limited or restricted access; 3.2. To allow Contractor to start and stop the equipment as necessary to perform the services; 3.3. To supply suitable electrical service. 4. Neither party to this Agreement shall assign any of its rights or obligations hereunder without the prior written approval of the other party. 5. This Agreement shall be governed by the laws of the state of where the Services are performed without regard to its conflicts or choice of law principals. Any legal action relating to this Agreement, or the breach thereof, with the exception of any legal action for collection of amounts due, shall be commenced with one (1) year from the date of the work. 6. Neither Customer nor Contractor shall be liable to the other or anyone else for any liability, claim, loss, damage or expense of any kind, or for any direct, consequential, special or incidental damages including, without limitation, lost profit relative to or arising from or caused directly by the equipment or the Services, or the use thereof or any deficiency, defect or inadequacy thereof. It is expressly agreed that Customer’s exclusive remedy for any cause of action relating to this Agreement shall be for damages and Contractor’s liability for any and all losses or damages resulting from any cause whatsoever, including negligence, shall in no event exceed the price of the service agreement for the equipment in respect to which the claim is made or, at the election of Contractor, the restoration or replacement or repair of such equipment. 7. Contractor shall not be liable for any delay, loss, damage or detention caused by unavailability of machinery, equipment or materials, delay of carriers, strikes, including those by Contractor's employees, lockouts, civil or military authority, priority regulations, insurrection or riot, terrorism, acts of war, action of the elements, forces of nature, or by any cause, without limitation, beyond its control. 8. Customer hereby acknowledges that Contractor is not an environmental consultant or specialist in dealing with hazardous materials; therefore, Customer acknowledges and agrees that notwithstanding anything to the contrary contained herein or in any attachment hereto, the Services shall not include, by way of example but not limitation, the identification, detection, abatement, encapsulation, containment, removal or disposal of any hazardous materials, including, without limitation, asbestos. In addition, Contractor shall not be deemed an “operator” of any facility for purposes of current or pending federal, state or local laws, rules or regulations pertaining to hazardous materials, and Customer shall indemnify and hold Contractor harmless from any claims made with respect thereto. Customer shall also disclose to Contractor whether to its knowledge asbestos or other hazardous materials are present in any area of a facility. If to the knowledge of Customer, hazardous materials are present in a facility, Contractor shall be advised in writing so that Contractor's employees can be informed and be adequately protected from health risks associated with hazardous materials; such information, if so known, shall include the location therein of the hazardous materials and the type thereof. Contractor shall not be required to perform any Services in any location of a facility where hazardous materials are present. Contractor’s nonperformance of any Services due to unsafe working conditions shall not give rise to a breach hereunder. Customer shall defend, indemnify, and hold harmless SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 8 - 5/25/2022 Contractor from any claims, damages, losses or expenses, including, but not limited to, reasonable attorney Fees, arising out of or resulting from this article. 9. Contractor's warranty applies only to equipment, parts and/or labor furnished and installed by Contractor. No other warranties or guarantees expressed or implied are made by Contractor. No representations of any kind have been made by Contractor to Customer except as set forth herein. d Equipment: Contractor warrants repair or replacement parts and equipment furnished by it to be free from defect for a period of one (1) year from the date of delivery unless the manufacturer's warranty is for a shorter period in which case the shorter period will apply. Contractor warrants parts and equipment not manufactured by it only to the extent that Contractor is able to enforce liability against the manufacturer. Contractor's warranty includes the cost of Contractor's labor for correcting defects in material and workmanship originally supplied by it under this Agreement for a period of sixty (60) days after installation, provided that the material was furnished and installed by Contractor. Contractor's labor for warranty purposes shall be provided during Normal Work ing Hours. Any labor provided outside of Normal Working Hours shall be paid for by Customer at Contractor's applicable rates. Contractor's liability for defects in material and workmanship, if any, shall be limited to the cost of the repair and/or replacement materials, at Contractor's option. 10. This Agreement contains the entire understanding between the parties. 11. The term of this Agreement shall be for a period of one (1) unless sooner terminated as provided herein. Subject to mutual agreement between Customer and Contractor on pricing for any renewal term, this Agreement shall be automatically renewed for a term of one (1) year on the expiration of the term identified above and thereafter on each one (1) year anniversary date thereof unless cancelled by Customer or Contractor by written notice at least thirty (30) days' prior to the anniversary date. 11.1. Either Customer or Contractor may terminate this Agreement for convenience with at least 30 days' prior written notice to the other party. 11.2. In the event that any modifications, replacements or repairs whatsoever are performed on the equipment listed in Schedule I by any party other than Contractor, Contractor reserves the right at its sole option to terminate or renegotiate the terms of Services applicable to such equipment. 11.3. In the event of any termination of this Agreement prior to its expiration Contractor shall be paid for its Services through the effective date of termination. 12. Customer agrees: 12.1. That Contractor shall be promptly notified in the event of any change in normal use or operation of the equipment, or any malfunction in the system(s) that comes to the customer’s attention, and; 12.2. That in the event of any emergency or system failure, to take reasonable safety precautions to protect life and property including, but not limited to, fire watch and/or suppression, in the event of any emergency or system failure during the period of time from when Contractor is first notified of the emergency or failure until such time that Contractor notifies Customer that the emergency has cleared, or the system is operational. 13. Additional Charges: 13.1. Contractor shall conduct an initial inspection of the equipment listed in Schedule I. In the event that initial repairs or replacements are required in order for any such equipment to be covered by the Services and included in Schedule I, Contractor reserves the right at its sole option to terminate or renegotiate the terms of Services applicable to such equipment. 13.2. In the event repairs, replacements, or emergency services outside of the scope of Services of this Agreement are required, Customer shall pay Contractor for such services at Contractor’s normal (standard) billing rates, including overtime rates as may be applicable. 14. This proposal, including but not limited to pricing and schedule, is made contingent upon the work addressed herein not being adversely affected, either directly or indirectly, by the COVID-19 pandemic and/or the Corona virus. This proposal is further conditioned upon the parties agreeing, prior to beginning of any work and in writing as part of any contract/subcontract, that any (i) schedule issues (including, but not limited to, delay, acceleration, compression, interference, hindrance), (ii) SAN DIEGO  IRVINE  SAN FERNANDO VALLEY / VENTURA  BAKERSFIELD  FRESNO  SACRAMENTO  SANTA MARIA  SAN FRANCISCO  PHOENIX  LAS VEGAS  RENO - 9 - 5/25/2022 overtime hours or added resources to perform work, (iii) shortages (whether as to labor, subcontracted services, materials, or supplies), (iv) change orders, extra work, or extra costs, or (v) inefficiency and impacts relating to the foregoing, that arise as a result of the COVID-19 pandemic or Corona virus will entitle contractor to a change order equitably addressing impacts to its time for performance and costs.