HomeMy WebLinkAbout22- Facilities Management CITY 0, F SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: James Sharer, Director Subject: Resolution awarding a contract to
Western Allied Services Company for energy
Dept: Facilities Management efficient replacement of a chiller at Galaxy
Recreation Center
Date: April 17, 2000 OR 101 NAL
Synopsis of Previous Council Action
None
Recommended Motion:
1. Adopt resolution.
2. That the Director of Finance be authorized to solicit lease-purchase rate quotes under a existing
Master Lease Agreements and to award a lease purchase contract to the lowest re nsible leasin com y.
James W. Sharer
Contact person: James Sharer Phone: 384-5244
Supporting data attached: Staff Report Ward(s): 1
FUNDING REQUIREMENTS:
Amount: $104,230.00
Source: Municipal Lease Financing
Acct. No. 631-331-5803
Finance
Council Notes:
Agenda Item No. !
07/�U0
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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
STAFF REPORT
SUBJECT
Resolution awarding a contract to Western Allied Services Company for energy efficient replacement of a chiller at
Galaxy Recreation Center.
BACKGROUND
The Galaxy Recreation Center is located at 1494 Art Townsend Drive. This site was deeded to the City from the
Department of Defense after the closure of Norton Air Force Base. The building was built in approximately 1970 and
is currently leased by the City to the County Juvenile Probation Department.The County has a five year lease on the
site with renewal options.
The air conditioning system in this building was refurbished in 1985. It is now 15 years old and in need of
replacement.This may seem premature for equipment that is designed to last twenty plus years,but the building was
taken out of service and"mothballed" for over two years before the City gained ownership.The non-operation of
large air conditioning equipment typically leads to seal failure, tube scale, fouled refrigerant,and numerous other
problems.This is the case with the Galaxy chiller and cooling tower.These units are scaled and leak to the point that
they operate at less than fifty percent efficiency.The tenant has requested that the system be replaced under the terms
of the existing lease agreement,which states the City is responsible for the heating and cooling systems.
Staff requested four large air conditioning contractors that specialize in chiller replacements to come and make design
build proposals for the Galaxy. Four bids were received and the costs are detailed below:
Vendor Location Total Bid Chiller Onlv
Bird Refrigeration San Bernardino 0.00 $ 93,252.00
Western Allied Service Company Sante Fe Springs $104,230.00 $ 91,741.00
Siemens Building Technology Cerritos $259,491.00 Not Available
FM Thomas Brea $237,414.00 Not Available
The bid from Bird Refrigeration is not complete in comparison to the other bids, due to the fact that Bird
Refrigeration did not bid upgrading the controls to Direct Digital Control (DDC) as requested. Their bid of
$93,252.00 is higher than Western Allied Service Company's ($91,741.00) for the replacement of the chiller and the
cooling tower with a five year warranty on the chiller parts. Staff did look at the bids and apply the one percent bid
preference for local vendors,but the Bid from Western Allied was still lower. Staff therefore asks Council to award a
contract to Western Allied Service Company for this work based on their lowest and most inclusive bid.
FINANCIAL IMPACT
Since this project was not budgeted,it is proposed that the project be funded through a ten year municipal lease, at
the current estimated rate of 5.6%.The annual lease payment will be approximately$12,793.00.The chiller
replacement is estimated to generate energy savings of$12,000.00 per year.The remaining annual cost of$793.00 can
be covered through effective energy management at this site.The steps necessary to realize this energy savings will
include using economizers on the cooling cycle, and installing infrared motion sensors on private offices to reduce
lighting usage.These items will be paid for through the Building Maintenance budget, at an estimated cost of
$2000.00.The overall impact to the general fund will then be zero, as energy savings will cover project costs.
RECOMMENDATION
Adopt resolution,and authorize the Finance Director to solicit lease-purchase rate quotes under the existing Master
Lease Agreements,and to award a lease-purchase contract to the lowest responsible leasing company.
A&L
WESTERN-ALLIED SERVICE COMPANY AIR CONDITIONING SERVICE, MAINTENANCE& SYSTEM CORRECTION
February 25, 2000
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Re: Galaxy Center HVAC Retrofit Proposal
Attn: Mr. Jim Sharer
Dear Jim:
This letter is to offer our proposal to upgrade the energy efficiency and reliability
of the HVAC system at Galaxy Center. We propose the following scope of work:
Furnish and install a Carrier model 30HXC-076 chiller in place of the
existing unit. Chiller to produce 78.4 tons of cooling capacity at 54.1 input
KW draw, at your job conditions.
Installation to include new chilled water isolation valves; four new
thermometers; and a new flow switch. Minor electrical to connect existing
power wiring, control wiring, and flow switch wiring is included.
A non-fused chiller service disconnect is included to conform to good
safety and code practice.
A new condenser water valve will be motorized and sized appropriately for
head pressure control at chiller start-up. This valve will be controlled from
the chiller control panel.
Furnish and install an Evapco model 4-91 cooling tower in place of the
existing unit.
- Chiller and tower to have appropriate seismic tie-down to existing pads.
Rigging is included.
Re-insulation of tire-revised portion of the chilled water lines is included,
with aluminum jacketed outdoor insulation.
Chiller to include the manufacturer's four year compressor parts warranty
extension (for a total of five years). ,
Included at no extra charge is the 400 hour oil filter replacement required
by Carrier to maintain the unit's warranty.
This proposal includes the rebuilding and recalibrating of both air handling
unit control panels, including new controllers, e-p switches, and gauges.
New air temperature sensors are also included, for complete and proper
" signals to the existing actuators controlling heating valves, cooling valves,
and economizer dampers.
P.O.BOX 3628 • SANTA FE SPRINGS, CA 90670 • (562)944-6341,(714)523-1990 • FAX(562)944-7092
Also included for both air handling units are washing of the cooling coils;
washing out the condensate drain pans and lines; replacement of both
supply and return fan belts; lubrication of fan bearings and control
dampers; adjustment of damper linkages; and repair of the ballroom air
handling unit's broken filter access door hinges.
Mechanical and electrical permits are included in this proposal.
All work is to take place during regular working hours.
Our price to perform the above scope of work during regular working hours is
ninety-one thousand, seven hundred forty-one dollars ($91,741.00), including sales
taxes.
We further propose the following option to add communicating DDC controls to
the installation:
- Control of chiller, tower fan, chilled water pump, condenser water pump,
and on/off and fan status of both air handling units.
- Chilled water valve, steam valve, and economizer damper control for the
main (offices) air handling unit.
- Monitor pneumatic air tank pressure.
- Monitor ambient air temperature.
- 365 day time clock with holiday scheduling to avoid energy and utility bill
waste.
Manual key switches to permit after hours operation of either air handling
unit and related equipment.
- Telephone modem and related items to permit communication with your
City Hall central control via a telephone line furnished by you. City Hall
front end to be modified as part of this scope of work to include graphics
for the Galaxy Center controls and to receive warning/error messages of
your choice regarding any points monitored by the DDC system. Dial out
to a beeper in the event of failures that you specify is also included.
Our price to add the above described DDC control system to the scope of work
is twelve thousand, four hundred eighty-nine dollars ($12,489.00), including sales
taxes.
The addition of UVC lights to the two air handling units carries many
performance, capacity, IAQ, and maintenance benefits described elsewhere in our
proposal. To furnish and install two emitters in the ballroom unit and three in the
office unit, add five thousand, four hundred seventy-three dollars ($5,473.00),
including sales taxes.
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Not included in this proposal are repairs to existing equipment, construction of
walls or other enclosures beyond the existing structure, painting, or asbestos
abatement (should any be needed).
Please do hot hesitate to let me know if you have questions or need clarification
on any items included in this proposal.
Sincerely,
C CNI
Michael Gallagher
1 RESOLUTION NO.
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AWARDING A CONTRACT TO WESTERN ALLIED SERVICES
4 COMPANY FOR DESIGNBUILD OF AN ENERGY-EFFICIENT REPLACEMENT OF
5 A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL, MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
7 SAN BERNARDINO AS FOLLOWS:
8 SECTION 1. WESTERN ALLIED SERVICES COMPANY is the lowest responsible bidder
9 for: DESIGNBUILD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT
10 THE GALAXY RECREATION CENTER AND ALL DESIGN, STRUCTURAL,
11 MECHANICAL, ELECTRICAL AND ROOF REPAIR WORK. A contract is awarded
12 accordingly to said bidder in a total amount of$104,230.00,but such award shall be effective
13 only upon being fully executed by both parties. All other bids,therefore, are hereby rejected.
14 The Mayor is hereby authorized and directed to execute said contract on behalf of the City; a
15 copy of the contract is ATTACHED AS Exhibit "A" and incorporated herein by reference as
16 fully as though set forth at length.
17 SECTION 2. Capital funds for the project are required. The Purchasing Manager is hereby
18 authorized and directed to solicit, as needed, lease-purchase rate quotes under existing Master
19 Lease,Agreements and to award a lease-purchase to the lowest responsible leasing company.
20 SECTION 3. This contract and any amendment or modifications thereto shall not take effect
21 or become operative until fully signed and executed by the parties and no party shall be obligated
22 hereunder until the time of such full execution. No oral agreements, amendments, modifications
23 or waivers are intended or authorized and shall not be implied from any act or course of conduct
24 of any party.
25
03/28/00 Western Allied-Page 1 of 2
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO TO WESTERN ALLIED
SERVICES COMPANY FOR DESIGNIBUILD OF AN ENERGY-EFFICIENT REPLACEMENT OF A CHILI"AT THE GALAXY
RECREATION CENTER AND ALL DESIGN,STRUCTURAL.,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
1 SECTION 4. This resolution is rescinded if the parties to the contract fail to execute it
2 within sixty(60) days of the passage of this resolution.
3
4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
5 Common Council of the City of San Bernardino at a meeting thereof,
6 held on the day of , 2000, by the following vote,to wit:
7 COUNCIL MEMBERS AYES NAYS ABSENT ABSTAIN
8 ESTRADA
9 LIEN
10 MCGINNIS
11 SCHNETZ
12 SUAREZ
13 ANDERSON
14 MCCAMMACK
15
16
City Clerk
.
17 The foregoing resolution is hereby approved this day of 72000.
18
19 JUDITH VALLES,Mayor
20 City of San Bernardino
21 Approved as to form
and legal content:
22
23 JAMES F. PENMAN
City Attorney
24
25 By:
03/28/00 Western Allied-Page 2 of 2
EXHIBIT "A"
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is made and entered into this day of 2000,
by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,
hereinafter referred to as the"City" and WESTERN ALLIED SERVICES COMPANY , a
California corporation, hereinafter referred to as"Contractor".
W I T N E S S E T H
WHEREAS, City desires to obtain professional services for design/build for an energy-
efficient replacement of A city owned chiller at the Galaxy Recreation Center to be a turnkey
installation and to include all design, structural, mechanical,electrical and roof repair work;and
WHEREAS, in order to provide for the design, preparation of plans, securing of permits and
approvals, drawings sufficient to allow plant review and construction and to provide accurate as
constructed drawings for record purposes and to provide the construction services necessary to complete
the designated aspects of the construction of the replacement chillers and accompanying plant
equipment it is necessary to engage the services of a design Contractor and construction firm; and
WHEREAS, Contractor is qualified to provide said professional services as well as
construction services; and
WHEREAS, San Bernardino City Council has elected to engage the services of Contractor
upon the terms and conditions as hereinafter set forth.
NOW, THEREFORE, it is mutually agreed, as follows:
1. SCOPE OF SERVICES
Contractor shall perform those services specified in "Scope of Services" and as contained in
the proposal dated February 25_2000 , copies of which are attached hereto as Exhibit
"I", hereinafter referred to as "Work" and incorporated as though set forth in full. All services
shall be performed in acceptance with the timetable set forth in Exhibit "Y'.
2. TERM OF AGREEMENT
The services of Contractor are to commence immediately after the City has authorized work
to start by issuance of a Notice to Proceed. The scheduled completion dates are shown in the
proposal and shall be modified to reflect the actual date of the Notice to Proceed and may be adjusted by
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNBUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
the City as determined by progress of the work. This Agreement shall expire upon completion of
the project or as directed by the City unless extended by written agreement of the parties.
3. STANDARD OF PERFORMANCE
Contractor will, at its sole cost and expense:
(a) Complete all work product, construction and design in conformance with Standard
Specifications for Public Works Construction(Greenbook)current edition, standards
established by the South Coast Air Quality Management District, County of San Bernardino,
Controlling State Standards, Uniform Building Codes, Electrical and Mechanical Codes,the
City of San Bernardino's Standard Drawings and the project specifications.
(b) Conduct and carry out the Work in accordance with the terms and conditions of this
Agreement and diligently pursue completion of the Work in accordance with the timetable
set forth on Exhibit 3.
(c) Supervise and direct the Work, using Contractor's best skill and attention. Contractor
will be solely responsible for and have control over the construction, means, methods,
techniques, sequences, procedures and for coordinating all portions of the Work.
(d) Unless otherwise provided in this Agreement, provide and pay for all labor, materials,
equipment and tools necessary for the proper execution and completion of the Work.
(e) Enforce strict discipline and good order among the employees, subcontractors and
agents carrying out the Work and employ and permit the employment of only qualified
persons skilled in tasks assigned to them in performing the Work.
(f) Secure all governmental licenses and inspections necessary for the performance and
completion of the Work in accordance with all laws, statutes, ordinances, building codes and
regulations applicable to performing the Work(the"Applicable Laws") other than those to
be obtained by City pursuant to Section 3 (f).
(g) Comply with and give all notices required by all Applicable Laws. However,
Contractor's does not assume the obligation to determine whether the Work or this
Agreement is in accordance with all laws and regulations applicable to the City.
(h) Keep the facilities and the surrounding area free from the accumulation of waste
materials and rubbish resulting from Contractor's performance of its obligations under this
Agreement and on or before completion of the Work, remove from and about the facilities,
all such waste materials and rubbish, and all of Contractor's tools, equipment, machinery
and surplus materials, except that, as provided in Section 10, the City will remove and
dispose of all toxic or hazardous material removed from the facilities.
03/28/00 Westem Allied-Page 2 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGN/BUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK
(i) Take reasonable precautions for the safety of, and provide reasonable protection to
prevent damage, injury or loss as a result of the Work,including without limitation
coordinating the Work with the City's on-site safety program.
4. CHANGES/EXTRA SERVICES
A. Performance of the work specified in the "Scope of Services"is made an obligation
of Contractor under this Agreement, subject to any changes made subsequently upon mutual agreement
of the parties. All such changes shall be incorporated by written amendments to this Agreement and
include any increase or decrease in the amount of compensation due Contractor for the change in scope.
Any change which has not been so incorporated shall not be binding on either party.
B. No extra services shall be rendered by Contractor under this Agreement unless such
extra services are authorized, in writing, by City prior to performance of such work. Authorized
extra services shall be invoiced based on Contractor's proposed rates, a copy of which is included in
the proposal and incorporated herein as though set forth in full.
5. COMPENSATION
A. The City shall reimburse the Contractor for actual costs(including labor costs,
employee benefits, overhead, profit, other direct and indirect costs)incurred by the Contractor in
performance of the work, at the rates listed in the proposal and for the tasks completed and partially
completed in accordance with monthly billings in an amount not to exceed $104,230.
B. Said compensation shall not be altered unless there is significant alteration in the
scope, complexity, or character of the work to be performed. Any such significant alteration shall
be agreed upon in writing by City and Contractor before commencement of performance of such
significant alteration by Contractor.
Any adjustment of the cost of services will only be permitted when the Contractor
establishes and City has agreed, in writing,that there has been, or is to be, a significant change in:
1. Scope, complexity, or character of the services to be performed,
2. Conditions under which the work is required to be performed; and
3. Duration of work if the change from the time period specified in the Agreement for
Completion of the work warrants such adjustment.
C. The Contractor is required to comply with all Federal, State and Local laws and
ordinances applicable to the work and which are in effect as of the date of the notice to proceed.
The Contractor is required to comply with prevailing wage rates in accordance with California
Labor Code Section 170.
03/28/0 Western Allied-Page 3 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGN/BUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted
monthly by Contractor to City and shall be paid by City within twenty(20) days after receipt of
same, excepting any amounts disputed by City. Dispute over any invoiced amount shall be noticed
to the Contractor within ten(10) days of billing and a meet and confer meeting for purposes of
resolution of such dispute shall be initiated by the city within ten (10) days of notice of such
dispute. Interest of 1'/Z percent per month(but not exceeding the maximum rate allowable by law)
will be payable on any amounts not in dispute and not paid within thirty(30) days of the billing
date, payment thereafter to be applied first to accrued interest and then to the principal unpaid
amount. On disputed amounts, interest shall accrue from thirty(30) days of the invoice date if the
amount in dispute is resolved favor of the Contractor.
B. Should litigation be necessary to enforce any term or provision of this Agreement,or to
collect any portion of the amount payable under this Agreement then all reasonable litigation and collection
expenses, witness fees, and court costs, and attorney's fees shall be paid to the prevailing parry.
The costs, salary and expenses of the City Attorney and members of his office in connection with
that action shall be considered as attorneys' fees for the purposes of this Agreement.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Facilities Manager of the City, or his designee, shall have the right of general
supervision over all work performed by Contractor and shall be City's agent with respect to
obtaining Contractor's compliance hereunder. No payment for any services rendered under this
Agreement shall be made without prior approval of the Facilities Manager or his designee.
B. Contractor shall perform the Work as an independent contractor and shall not be
considered an employee of the City. This Agreement is by and between Contractor and the City,
and is not intended, and shall not be construed,to create the relationship of agent, servant,
employee, partnership,joint venture,or association,between the City and Contractor.
C. When Contractor believes that all or any phase of the Work has been completed in
accordance with the terms of this Agreement, Contractor will submit a Certificate of Substantial
Completion to the City. The Certificate of Substantial Completion will describe the Work
substantially completed and include a commitment by Contractor to complete any remaining
portion of the Work or the comp a ed phase. The parties intend that work will be accepted as it is
substantially completed.
D. The City will, within five(5)business days after receiving the Certificate of
Substantial Completion, inspect the Work that is described as completed in the Certificate of
Substantial Completion.
E. If the City does not accept that Work,the City will deliver written notice to
Contractor describing in detail the material respects in which that Work fails to conform to the
description of that Work set forth on Exhibit 2. In that case, Contractor will take such actions as it
03/28/00 Western Allied-Page 4 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FORDESIGN/SUH.DOF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
deems appropriate to cause that Work to conform to the description set forth on Exhibit 2 in all
material respects. Contractor will then issue another Certificate of Substantial Completion pursuant to
paragraph(a).
F. If that Work substantially conforms to the description of that Work set forth on
Exhibit 2, the City will accept that Work by signing the Certificate of Substantial Completion and
returning it to Contractor. If the City does not deliver any written notice to Contractor within ten
(10) business days of receiving the Certificate of Substantial Completion, the City will be deemed
to have signed and returned the Certificate of Substantial Completion.
G. The date on which the City accepts Work or a phase of said Work is referred to
herein as the"Acceptance Date"of such Work or phase.
8. REPRESENTATIONS
Each party represents that:
(a) It has all requisite corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and it is in good standing under the
laws of the state of its organization or incorporation.
(b) The execution, delivery and performance of this Agreement have been duly
authorized by its board of directors or governing body, as the case may be, and in
accordance with its organizational documents.
(c) This Agreement has been duly executed and delivered on its behalf by signatories so
authorized and constitutes its legal, valid and binding obligation.
(d) The execution, delivery and performance of this Agreement will not result in a
breach or violation of nor constitute a default under any agreement, lease or instrument to
which it is a party.
(e) To the best of its knowledge there is no pending or threatened judicial or
-administrative proceeding that could have an adverse effect on the validity or enforceability
of this Agreement or such party's ability to perform its obligations under this Agreement.
9. DISCOVERY AND DISPOSAL OF HAZARDOUS SUBSTANCES
(a) If any Hazardous Substances are discovered at the facilities during the Work, such
discovery shall constitute a cause beyond Contractor's reasonable control and Contractor
shall have the right to cease the Work until the City, at its expense, as appropriate,tests,
abates, encapsulates, cleans up, removes and disposes of such Hazardous Substances.
03/28100 Westem Allied-Page 5 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNBUII.D OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
(b) If the City so requests, Contractor shall assist the City by providing the City a list of
qualified disposal companies, arranging contracts between the City and a qualified disposal
company and coordinating the Work with the activities of a qualified disposal company.
Although budget costs for such services may be included in program proposals and cash
flow analyses, the City will be directly responsible for contracts and payment to disposal
companies.
10. INSURANCE
Contractor shall, at its expense, maintain commercial general liability coverage and
employer's liability coverage of at least $1,000,000 each occurrence, $5,000,000 aggregate, and
workers' compensation coverage, to protect such party and its officers, directors, agents and
employees from any claims under workers' compensation and other employee benefit acts and from
any and all other claims for bodily injury, including death and personal injury and from claims for
property damage which may arise with respect to this Agreement. Contractor shall submit to the
City completed Certificates of Insurance evidencing such coverage. Contractor will name the City
of San Bernardino as an additional insured on the policy.
Except for City's negligence or misconduct, Contractor shall indemnify, defend and hold
City and City officers and employees harmless from all damages, cost and expenses because of
damages to property or personal injury suffered by reason of, or in the course of performing the
Work and caused by any willful or negligent act or omission committed by Contractor or any of
Contractor's employees, subcontractors, or agents. The parties expressly agree that any payment,
attorney fee, cost or expense City incurs or makes to or on behalf of an injured employee under its
self-administered workers compensation program is included as a loss, expense or cost for the
purpose of this section. The provisions of this section will survive the expiration or early
termination of this Agreement.
11. DEFAULT AND TERMINATION
(a) If Contractor or the City:
(1) Fails to make any payment as it becomes due in accordance with the terms of
this Agreement,
(2) Fails to perform or observe any other covenant, condition, or obligation to be
performed or observed by it hereunder, or
(3) Made in this Agreement any materially false, misleading or erroneous
representation to the other party, then the other party shall have the right to send a
notice of termination of this Agreement.
During the thirty-(30) day period beginning on the date of such notice,
Contractor and the City will negotiate in good faith toward an amicable resolution of
03/28/00 Westcm Allied-Page 6 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGN/BUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
the default. If no such resolution is agreed upon in writing within such period,this
Agreement shall terminate.
(b) If proceedings under any bankruptcy, insolvency, reorganization or similar
legislation are instituted against or by a party, or a receiver or similar officer is appointed for
a party or any of its property, and such proceedings or appointments are not vacated, or fully
stayed, within thirty(30) days after the institution or occurrence thereof, the other party shall
have the right to terminate this Agreement by written notice, such notice to be effective
upon delivery.
(c) The non-defaulting party may, at its discretion, exercise all remedies available at law
or equity or other appropriate proceedings, including bringing any action or actions from
time to time for the recovery of damages as a result of such default, and all costs and expenses
reasonably incurred in the exercise of its remedies hereunder(including attorneys' fees).
12. ASSIGNMENT
(a) Except as provided in this Section, neither party will assign any of its rights or
obligations hereunder without the prior written consent of the other party. This Agreement
will bind and inure to the benefit of the successors and permitted assigns of the parties.
(b) The City may transfer or assign its rights and obligations under this Agreement to a
successor purchaser of the facilities if such assignee or transferee explicitly assumes in
writing the obligations of the City under this Agreement.
13. EXCUSED DELAYS
If either party will be delayed in or prevented, in whole or in part, from performing any
obligation or condition hereunder with the exception of the payment of money, or from
exercising its rights by reason or as a result of any"force majeure"or due to the failure of the
other party to perform its obligations hereunder, such parry will be excused from performing
such obligations or conditions while such party is so delayed or prevented. The term"force
majeure" as used herein means acts of God., acts of government, strikes, lockouts, or other
industrial disturbances, acts of public enemy, blockades, wars, insurrections or riots,
epidemics, landslides, firesz storms, floods, earthquakes, explosions, water damage, lightning,
freeze-ups, theft, malicious mischief, electrolytic or chemical action, unusual delays in
transportation, or other similar causes beyond the control of such party.
14. NOTICES
Any and all notices between the City and Contractor provided for or permitted under this
Agreement or by law will be in writing and will be deemed duly served when personally
delivered to the party, or in lieu of such personal service when deposited in the United States
mail, certified, postage prepaid, addressed to such party at the address of such party listed on
03/28/00 Western Allied-Page 7 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGN/BUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK.
the signature page to this Agreement or at such other address as is given to the other party
by like notice. A copy of any notice to Contractor shall be sent to Western Allied
Services Company, P.O. Box 3628, Santa Fe Springs, CA 90670 (Attention: Mike
Gallagher)
15, MISCELLANEOUS
(a) Term. This Agreement will take effect when signed by both parties and, unless
sooner terminated, will continue until the parties have satisfied their obligations under this
Agreement.
(b) Forum and Law. This Agreement is considered to have been made at City of San
Bernardino, County of San Bernardino. Contractor and the City agree that any and all
disputes arising out of or in connection with this Agreement will be brought only in the
jurisdiction of the County of San Bernardino, California. Contractor and the City each
consent to the jurisdiction of the County of San Bernardino, CA and each agree to the
service of process in accordance with the law of the State of California.
(c) Entire Agreement. This Agreement, including its Exhibits, which Exhibits are
incorporated into this Agreement in their entirety, contains the entire agreement between the
parties with respect to its subject matter and supersedes all prior proposals, letters, brochures
and other material relating to its subject matter. No amendment,waiver or discharge of any
provision of this Agreement will be valid unless in writing and signed by any authorized
representative of the party against which such amendment, waiver or discharge is sought to
be enforced.
(d) Non-Waiver. The failure of either party to insist in any instance upon strict
performance of any of the provisions of this Agreement will not be construed as a waiver of
any such provision nor affect any present or future rights hereunder.
(e) Interpretation. The headings and the table of contents are for reference and convenience
only and will not be considered in the interpretation of this Agreement. The language used
in this Agreement will be deemed to have been chosen by the parties to express their mutual
intent and no rule of construction will be used to construe language against either party.
(f) Severability. If any provision of this Agreement is held to be unenforceable, then
both parties will be relieved of all obligations arising under such provision, but only to the
extent that such provision is unenforceable, and this Agreement will be deemed amended by
modifying such provision to the extent necessary to make it enforceable while preserving its
intent or, if that is not possible, by substituting another provision that is enforceable and
achieves the same objective and economic result. If such unenforceable provision does not
relate to the payments to be made to Contractor, and if the remainder of this Agreement is
capable of substantial performance, then the remainder of this Agreement will be enforced
to the extent permitted by law.
03/28100 Western Allied-Page 8 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGN/BUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK
(g) Independent Parties. Nothing contained in this Agreement will be deemed or
construed for any purpose, to establish, between the parties, a partnership or joint venture, a
principal-agent relationship, or any relationship other than City and independent contractor..
(h) Non—Discrimination. During the performance of this Agreement, Contractor agrees
that Contractor shall not discriminate on the grounds of race, religious creed, color, national
origin, ancestry, age, physical disability, mental disability, medical condition including the
medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition
related thereto, marital status, sex or sexual orientation in the selection and retention of
employees and subcontractors and the procurement of materials and equipment. Further,
Contractor agrees tck conform to the requirements of the Americans with Disabilities Act in
the performance of this Agreement.
16. COMPLIANCE WITH CIVIL RIGHTS LAWS
Contractor hereby certifies that it will not discriminate against any employee or applicant for
employment because of race, color, age, handicap, religion, sex, marital status or national origin, in
accordance with Federal, State and Local laws. Such action shall include, but not be limited to, the
following: recruitment and recruitment advertising, employment, upgrading, and promotion. In
addition, Contractor shall not exclude from participation under this Agreement any employee or
applicant for employment on the basis of race, color, age,
handicap, religion, sex, marital status or national origin in compliance with State and Federal laws.
03/28/00 Western Allied-Page 9 of 10
AGREEMENT FOR PROFESSIONAL SERVICES WITH WESTERN ALLIED SERVICES COMPANY FOR DESIGNBUILD OF AN
ENERGY-EFFICIENT REPLACEMENT OF A CHILLER AT THE GALAXY RECREATION CENTER AND ALL DESIGN,
STRUCTURAL,MECHANICAL,ELECTRICAL AND ROOF REPAIR WORK
CITY OF SAN BERNARDINO WESTERN ALLIED SERVICES CO.
By: By:
Judith Valles
Its: Mayor Its:
Date: Date:
Address for notices: Address for notices:
City of San Bernardino WESTERN ALLIED SERVICES
COMPANY
300 North D Street P.O. Box 3628
San Bernardino, CA 92418 Santa Fe Springs, CA 90670
Attention: Jim Sharer Attention: Mike Gallagher
Approved as to form
and legal content:
JAMES F. PENMAN
City Attorney
By:
03/28/00 Westem Allied-Page 10 of 10