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HomeMy WebLinkAboutResolution - 6287 - Contract - Instumentation Services Inc - Predictive Maintenance Services - 04/22/1999Resolution No. 6287 Item No. 36 April 22, 1999 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Predictive Maintenance Services Contract between the City of Lubbock and Instrumentation Services, Inc., and all related documents. Said Contract is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 22nd day of April , 1999. ZWTNDY li . APPROVED AS TO CONTENT: Victor Kilman'1P chasing Manager APPROVED AS TO FORM: William de Haas Competition and Contracts Manager/Attorney wd:cp11s1-City.RES ccdocs/ April 12, 1999 Resolution No.6287 Item No. 36 April 22, 1999 PREDICTIVE MAINTENANCE SERVICES CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § This contract, (the "Contract"), effective as of the 22 day of April , 1999, (the "Effective Date"), is by and between the City of Lubbock, (the "City"), a Texas municipal corporation, and Instrumentation Services, Inc., a Texas corporation ("ISI"). WITNESSETH WHEREAS, the City desires to obtain predictive maintenance services for City owned or operated equipment; and WHEREAS, ISI has a professional staff experienced and is qualified to provide predictive maintenance services as desired by City; and WHEREAS, the City desires to contract with ISI to provide consulting services. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Contract, the City and ISI hereby agree as follows: ARTICLE I. TERM The term of this Contract commences on the Effective Date and continues without interruption for a term of one (1) year from and after the Effective Date. The term may be extended for up to three (3) additional one (1) year terms with the written consent of both parties. ARTICLE IL COMPENSATION ISI shall receive SEVENTY NINE THOUSAND FIVE HUNDRED NINETY EIGHT and no/100 DOLLARS ($79,598.00) annually. Payment shall be made in equal monthly installments commencing with the Effective Date of this Agreement. 1 Contract, City of Lubbock & Instrumentation Services, Inc. ARTICLE III. TERMINATION a. General. City may terminate this Contract, for any reason, upon thirty (30) days written notice to ISI. b. Termination and Remedies. In the event ISI breaches any term and/or provision of this Contract the City shall be entitled to exercise any right or remedy available to it at law or equity, including without limitation, termination of this Contract and assertion of action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. City or ISI may, in its sole discretion, terminate this Agreement at any time, with or without cause upon thirty (30) days written notice. ARTICLE IV. REPRESENTATIONS AND WARRANTIES A. Existence. ISI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. B. Corporate Power. ISI has the corporate power to enter into and perform this Contract and all other activities contemplated hereby. C. Authorization. Execution, delivery, and performance of this Contract and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of ISI. This Contract constitutes legal, valid, and binding obligations of the ISI and is enforceable in accordance with the terms therof. D. ISI. ISI maintains a professional staff and employs, as needed, other qualified specialists experienced in providing predictive maintenance services, and are familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the activities contemplated hereby. E. Performance. ISI will and shall conduct all activities contemplated by this Contract in a good and workmanlike manner, and comply with all laws, rules, and regulations, both state and federal, relating to predictive maintenance services, as contemplated hereby. If any of the activities of ISI, or omissions of the activities required herein, shall cause, in whole or in part, liability or loss on the part of the City, it shall be deemed that ISI did not perform said activities (or omitted the performance of said activities) in a good and workmanlike manner. F. Use of Copyrighted Material. ISI warrants that any materials provided by ISI for use by City pursuant to this Contract shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other similar law. ISI shall be solely responsible for ensuring that any materials provided by ISI pursuant to this Contract satisfy this 2 Contract, City of Lubbock & Instrumentation Services, Inc. requirement and ISI agrees to hold City harmless from all liability or loss to which City is exposed on account of ISI's failure to perform this duty. ARTICLE V. SCOPE OF WORK ISI shall accomplish the following: ISI will perform Predictive Maintenance on City of Lubbock equipment incorporating the use of Vibration Analysis, Infrared Thermography, Motor Circuit Evaluation and Oil Analysis and through the use of computer driven/trended diagnostic equipment and software, shall analyze the sources of problems and through trend analysis, identify mechanical problems that require correction before equipment failure and predict the remaining life of equipment as possible. Within 15 working days after completing each Predictive Maintenance service, ISI shall provide the City with printed reports for each specific item of equipment, by location, which identify deviations from the alarm conditions, trend and vibration spectral plots, in addition to custom report generation. NIST Traceable Service reports will be provided for each instrument calibrated after all service is completed, these reports will meet the requirements of typical regulatory specifications. To summarize, work performed by ISI will be as four distinct tasks: 1) Gather data at specified facilities, 2) Analyze data and identify problems, 3) Prepare periodic reports of findings, along with specific ranking of problems and specific recommended actions, and 4) Maintain all data, recommendations and action taken in an ISI — designed, Microsoft Access 97 database. ARTICLE VI. INDEPENDENT CONTRACTOR STATUS ISI and City agree that ISI shall perform the duties under this Contract as an independent contractor. ISI has the sole discretion to determine the manner in which the services are to be performed. ARTICLE VII. INSURANCE A. General. ISI shall procure and carry, at its sole cost and expense through the life of this Contract insurance protection hereinafter specified, in form and substance satisfactory to the City. City must approve all policies prior to the commencement of any activities whether performed by ISI, subcontractor, agents, or third parties. The insurance carrier must be an insurance company authorized to transact business in the State of Texas and have a Best's Financial rating of A:VII. A Certificate of Insurance specifying each and all coverage shall be submitted to City prior to the execution of this Contract. All insurance shall be prepared and executed by the insurance company or it's authorized agents and shall contain an endorsement naming the City of Lubbock an additional insured. Written notice of cancellation or any material change will be provided thirty (30) days in advance of cancellation or change. All insurance, 3 Contract, City of Lubbock & Instrumentation Services, Inc. other than Workers' Compensation, shall provide a waiver of subrogation in favor of the City of Lubbock, and shall contain cross liability and severability clauses. B. Required Coverage. ISI shall obtain and maintain policies of insurance throughout the Contract term in limits specified below. 1. Worker's Compensation. ISI shall maintain Workers' Compensation and Employer's Liability insurance coverage as required by statute or coverage approved by the City Risk Management Coordinator. 2. Commercial General Liability. ISI shall maintain Commercial General Liability coverage endorsed to include premises/operations, contractual liability, independent contractors' and completed operations. The policy shall have a minimum of One Million and no/100 Dollars ($1,000,000) combined single limit in the aggregate and per occurrence. 3. Commercial Automobile Liability. ISI shall maintain Commercial Automobile Liability coverage with a minimum of Three Hundred Thousand and no/100 Dollars ($300,000) combined single for Bodily injury and Property Damage and shall include any auto or in the alternative, owned autos, non -owned autos and hired autos. C. Subcontractors. ISI shall require each subcontractor with whom it contracts to provide activities as contemplated by this Contract, to obtain proof of insurance coverage as set forth herein, and to provide to ISI, prior to such person performing any such activities, a Certificate of Insurance establishing such coverage. ARTICLE VIII. EMPLOYMENT OF AGENTS ISI may employ or retain agents, consultants, contractors, or third parties, to perform certain duties of ISI under this Contract provided that ISI is in no event relieved of any obligation under this Contract. Any such agents, contractors, or third parties retained and/or employed by ISI shall be required to carry, for the protection and benefit of the City and ISI and naming said third parties as additional insureds, insurance as described above in this Contract. ARTICLE IK. CONFIDENTIALITY ISI shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. 4 Contract, City of Lubbock & Instrumentation Services, Inc. ARTICLE X. INDEMNITY ISI shall indemnify and save harmless the City of Lubbock and its officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any character, type, or description, including without limiting the generality of the foregoing all expenses of litigation, court costs, and attorney's fees for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, arising out of, or occasioned by, the acts of ISI, its agents or employees, in the execution of this Contract. ARTICLE XI. COMIPLIANCE WITH APPLICABLE LAWS ISI shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Contract, and any amendments thereto. ARTICLE XII. NOTICE A. General. Whenever notice from ISI to City or City to ISI is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand. (2) facsimile, or other reasonable means (in which case such notice shall be effective upon delivery). or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. ISI's Address. ISI's address and numbers for the purposes of notice are: Instrumentation Services, Inc. Attn: Joe Parker 10092 Navajo Quinlan, Texas 75474 Telephone: (903) 356 - 5660 Facsimile: (903) 356 - 5+661 Contract, City of Lubbock & Instrumentation Services, Inc. C. City's Addresses. The City's addresses and numbers for the purposes of notice are: City of Lubbock Attn: Victor Kilman P. 0. Box 2000 1625 13th Street Lubbock, Texas 79457 Telephone: (806) 775 — 2165 Facsimile: (806) 775 - 2164 City of Lubbock Attn: Water Prod &. Treatment Sup. and P.O. Box 2000 6001 N. Guava Lubbock, Texas 79457 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XIII. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. ISI shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, ISI's books and records with respect to this Contract between ISI and City. C. Records. ISI shall maintain records that are necessary to substantiate the services provided by ISI D. Assignability. ISI may not assign this Contract without the prior written approval of the City. E. Successor and Assigns. This Contract binds and inures to the benefit of the City, ISI, and their respective successors, legal representatives, and assigns. F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. 6 Contract, City of Lubbock & Instrumentation Services, Inc. G. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent Jurisdiction with respect to any person or circumstances, the remainder of this Contract and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Contract, and duly executed by ISI and City. I. Entire Agreement. This Contract, contains the Entire Contract between the City and ISI, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. EXECUTED as of the Effective Date hereof. CITY OF LUBBOCK 9/-/, z 4 OR, A Kayth e arnell, City Secretary INET TATION SERVICES, INC. By: Name: , jzq Title: C *A /hIiLA&" 7 Contract, City of Lubbock & Instrumentation Services, Inc. APPROVED AS TO CONTENT: C Joey cM�hon f Watqt Prod. & Treatment Sup. APPROVED AS TO FORM: William de Haas Competition and Contracts Manager/Attorney RMK:cp Cityatt/lohn!'ISI-CITY.Con"ct Contract, City of Lubbock & Instrumentation Services, Inc.