Agreement - Intelligent Technologies and Services, Inc. - Preventive Maintenance - Signed 2021-12-15City of Gilroy
7351 Rosanna Street
Attn: IT Division
Gilroy, CA 95020
PREVENTATIVE MAINTENANCE AGREEMENT
Customer Service: (925) 484-3701
Agreement Number: 1034
Customer ID:GILROY
Expiration: 12/31/2022Effective Date: 1/1/2022
Company:
Model #Manufacturer
Maintenance Representative:
City of Gilroy
7301 Hanna Street
(Police Department)
Gilroy, CA 95020
The Maintenance Representative shall perform Preventive Maintenance for the following equipment:
1. Equipment Covered
Serial Number Coverage
Service Location:
Scope of
Service
Frequency
of VisitsLocated At
Intelligent Technologies and Services, Inc.
SHPPRO CA-1 Maintenance Only Computer Rm./Radio Rack Rm. Semi-Annually
HEAT PUMP AC-1 Maintenance Only (3) Locations above ceiling Quarterly
Fike Corporation
ATS Corporation
Special Instructions:Excludes pre-action total-pac
maintenance
2. Cost
The Company desires to procure maintenance service for the covered equipment from the Maintenance
Representative and, the Maintenance Representative is willing to provide such service as follows:
$4,770.00/Annually
During the term of the agreement the Maintenance Representative shall furnish the above scheduled services as
described in the attached appendices. This agreement shall automatically renew on the expiration date unless
canceled with appropriate written notification as described in paragraph 10.
Total Amount: $4,770.00 Billing Amount/Frequency:
3.Scope of Maintenance Services
In consideration for the services described, The Company agrees to pay the Maintenance Representative the amount
listed below:
5/17/2021 4:24 pm
1031 Serpentine Lane Suite 101, Pleasanton, CA 94566 Fax (925) 426-5013
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3.1 PERFORMANCE OF SCHEDULED MAINTENANCE SERVICE
The Preventive Maintenance visits will be scheduled at the mutual agreement of Company and Maintenanc e Representative for weekdays
between 8:00 a.m. and 5:00 p.m. unless otherwise specified. The Scope of Services and the Frequency of Visits of the scheduled
maintenance shall be as shown in Paragraph (1) of the agreement.
3.2 PERFORMANCE OF CORRECTIVE MAINTENANCE OR REPAIR
Should corrective maintenance or repair be required and the Equipment Coverage of the equipment is Maintenance Only as defined in
Paragraph 1, it will be billed at the rate described in 3.3 and 3.4 below. Should corrective maintenance or repair be required and the
Equipment Coverage of the equipment is Full Service as defined in Paragraph 1, it will not be charged except as noted otherwise in
Paragraph 1 and 4.1. Maintenance Representative is hereby authorized to provide corrective maintenance for ordinary wear and tear to the
system. Such corrective maintenance or repair shall be performed at the request and expense of the Company except as otherwise noted above.
3.3 EMERGENCY SERVICE: (IF REQUIRED)
Maintenance Representative shall provide local "on call" Emergency Service 24 -hours per day, 7-days per week with a response
time of generally less than 2 hours. Maintenance Representative will provide emergency service for the covered Equipment in
response to a telephone request by Company's representative.
Should emergency service be required and the Equipment Coverage of the equipment is Maintenance Only as defined in Paragraph 1,
it will be billed as defined below. Should emergency service be required and the Equipment Coverage of the equipment is Full Service
as defined in Paragraph 1, it will not be billed except as noted otherwise in Paragraph 1, and 4.1. Maintenance Representative is hereby
authorized to provide emergency service as a result of the Company's emergency service phone call.
The price for this service shall be based on the Maintenance Representative's in contract rates in effect at the time of the call and as defined
below.
A. For each hour on Monday- Friday between the hours of 8:00a.m. and 5:00p.m., the regular rate shall be used.
B. For each hour on Saturday, the overtime rate shall be used.
C. For each hour on Sunday or any legal nationally recognized holiday, the premium time rates shall be used.
D. After hour calls on weekdays and weekends will be charged at the next highest rate in effect at the time of service. Holiday rates
are 24 hours.
E. A truck and tool charge shall apply for all service calls on air conditioning and power related equipment.
3.4 PARTS
Any replacement parts required during the warranty period of the equipment if purchased from Maintenance representative shall not be
charged to Company.
Should parts be required after warranty period has expired and the Equipment Coverage of the equipment is Maintenance Only as defined in
Paragraph 1, parts will be charged at Maintenance Representative's list price. Should parts be required after the warranty period has expired and
the Equipment Coverage of the equipment is Full Service as defined in Paragraph 1, parts will not be billed except as noted otherwise in
Paragraph 1, and 4.1.
Consumable parts and materials such as suppression agent, belts, filters, humidifier element or canister, diesel fuel, etc. shall be furnished at
additional charge unless otherwise stated in Paragraph 1.
4. PAYMENT TERMS
In consideration of this Agreement and the services to be provided hereunder, Company agrees to pay Maintenance Representative the amounts
shown in Paragraph 2 in accordance with the following payment terms:
4.1 EXCESSIVE SERVICE CALLS
In the case of calls related to full service coverage equipment (see Paragraph 1 Coverage), if Maintenance Representative deems that
excessive and/or nuisance service requests occur, Maintenance Representative will notify Company, in writing, to this effect that additional time
and material charges may result.
4.2 PREVENTIVE MAINTENANCE VISITS
Amounts due shall be paid, within thirty (30) days after receipt of an invoice from Maintenance Representative. The Company will be invoiced in
accordance to the billing frequency as defined in Paragraph 2. Due to our billing procedure you may be invoiced prior to performance of the
maintenance.
4.3 EMERGENCY SERVICE
If chargeable, amounts due shall be paid within thirty (30) days after receipt of an invoice from Maintenance Representative.
4.4 MISCELLANEOUS PAYMENTS TERMS
a. Any payment not made when due shall be subject to an interest charge of 1.5% per month or fraction thereof, or
maximum permitted by law whichever is less.
b. Additionally, if payment is not made when due, Maintenance Representative reserves the right to refuse to provide any
further services until such payment and the applicable interest have been received.
5. EQUIPMENT MODIFICATION
Modification to the equipment including changes in specifications, relocation and incorporation of the attachments or other features, varying from
design at the time of the effective date may result in an increase in the maintenance charge hereunder, effective upon such modification.
6. MOVEMENT OF EQUIPMENT
Company agrees to give Maintenance Representative ninety (90) days prior written notice of any change in location of material arrangement
of the equipment. Services provided by Maintenance Representative to perform relocation assistance and/or re-startup of the equipment
will be billed to Company at the Maintenance Representative's published rates then in effect.
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7.EXCLUSIONS
a) If maintenance hereunder is discontinued for any period, or if persons or entities other than the Maintenance Representative perform
maintenance on or repair the equipment, and as a result further repair or maintenance by the Maintenance Representative is required to
restore the equipment to good operating condition, such repair or maintenance shall be subject to an additional charge by the Maintenance
Representative to Company at the Maintenance Representative's applicable time and material rates then in effect.
b) If equipment other than that maintained by the Maintenance Representative is connected to or, otherwise, functionally related to the equipment
in a manner varying from the design at the effective date, such as connection or relation causes damage to or increase in the service time of
equipment maintained hereunder, there shall be an additional charge for any such repair or maintenance by the Maintenance Representative
of the equipment at the Maintenance Representative's applicable time and material rates then in effect.
8. WARRANTY
Maintenance Representative warrants all products, materials or services furnished under this Agreement to be suitable for their intended use, to be free
from defects in design, materials and workmanship, and to conform strictly to any specifications, drawings, sample or other inspection of the products,
materials, or services for a period of 90 days from the date that the performance of the particular item of work is completed under this Agreement. THE
EXPRESS WARRANTIES IN THIS SECTION 8 ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS FOR DAMAGES, ARISING OUT OF OR IN
CONNECTION WITH THE PRODUCTS, MATERIALS OR SERVICES FURNISHED UNDER THIS AGREEMENT. MAINTENANCE REPRESENTATIVE
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PRODUCTS, MATERIALS OR SERVICES,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM THE
COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. THESE DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY
CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.
9. WORK ON PREMISES
While working on the premises, Maintenance Representative shall take all necessary precautions to prevent the occurrence of any injury to person or
property during the progress of such work and shall adhere to Company's Data Center Regulations. Maintenance Representative shall maintain such
Public Liability, Property Damage and Employee Liability and Compensation Insurance to protect Company from said risks and from any claims under
any applicable Worker's Compensation Insurance and Occupational Disease Acts.
10. CANCELLATION
If Maintenance Representative ceases to conduct its operation in the normal course of business (including inability to meet its obligations as they mature)
or if any proceeding under the Bankruptcy or Insolvency Laws is brought by or against the Maintenance Representative, or a receiver for Maintenance
Representative is appointed or applied for, as assignment for the benefit of creditors is made by Maintenance Representative, Company may terminate
this Agreement without liability except for payments already accrued. This Agreement may be canceled by thirty (30) days advanced written notice by
either party.
11. INDEMNITY
Subject to the limitation of liability set forth in Section 12, and only to the extent that liability would exist under said Section, Maintenance Representative
shall indemnify, defend and hold harmless Company, its officers, directors, employees and agents against any claim, suit or proceeding brought against
Company to the extent that it is alleged that Maintenance Representative has acted with gross negligence or intentional malfeasance and is determined to
have so acted. Company agrees that it shall promptly notify Maintenance Representative in writing of any such claim made against Company and give
Maintenance Representative full information and assistance in connection therewith. Maintenance Representative shall have the sole right to control the
defense of such claim or action and the sole right to settle or compromise any such claim or action. Maintenance Representative shall have no indemnity
responsibility for any claim arising as a result of any modification of the products or materials provided hereunder if performed other than by Maintenance
Representative.
12. LIMITATION OF LIABILITY
The Company agrees to maintain insurance to protect itself from losses resulting from business interruption or other damage to its business operation
resulting from the failure of any system installed or serviced by Maintenance Representative. Company agrees that Maintenance Representative's
liability is limited to any direct damage caused by Maintenance Company's representatives when on the premises. For example, should a
Maintenance Company employee negligently perform a service so that said employee damages a server or discharges a suppression system,
Maintenance Company would be responsible for the cost of repairing the physical damage, but not for any loss of income or cost incurred as a result
of the failure of the system, Thus, Maintenance Representative assumes no responsibility for any damage or injury to any persons and property except
such damage or injury that may be held to result solely and directly from or out of (1) the negligence of the Maintenance Representative, or (2) any
misconduct on the part of the Maintenance Representative, its agents, or employees. Notwithstanding, anything in this Agreement to the contrary or
existing under applicable law, Maintenance Company shall not be liable for any indirect, incidental, special, punitive or consequential damages, such as,
but not limited to, loss of anticipated profits, income, good will, diminution in value or other economic loss in connection with, or arising from any cause,
including, but not limited to, the furnishing, servicing, functioning, or the Company's use of any item of Equipment or services provided for in this
Agreement, whether or not the possibility of damage was disclosed to Maintenance Company or could have been reasonably foreseen by Maintenance
Company.
Initial for Company: Initial for Maintenance Representative _
13. INDEPENDENT CONTRACTOR
Company and Maintenance Representative are independent parties. In its performance of this Agreement, Maintenance Representative shall at all
times act in its own capacity and right as an independent contractor with respect to Company. Nothing contained in this Agreement shall be construed
to make either party an agent, employee, partner, joint venture, or legal representative of the other party. Neither party shall have nor represent itself
to have any authority to bind the other party to any obligation. Employee compensation and benefits for Maintenance Representative's personnel are
the sole responsibility of Maintenance Representative.
14. NOTICES
All notices under this Agreement shall be sent to a party at the respective address indicated on the first page of this Agreement, or to such other address
as such party shall have notified the other. All such notices shall be deemed duly given (a) upon delivery, if delivered by courier or by hand; or (b) three
days after posting, if sent by certified or registered mail, return receipt requested.
15 . HEADINGS
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
16. SEVERABILITY
If any provision in this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of
the Agreement which shall remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by either
party. In such event, the parties shall use their best efforts to negotiate in good faith, a substitute, valid and enforceable provision or agreement which
most nearly effects their intent in entering into this Agreement.
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17. NO WAIVER
A waiver of a breach or default under this Agreement shall not be a waiver of any other breach or default. Failure of either party to enforce compliance
with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless accompanied by a clear written statement that
such term or condition is waived.
18. NO ASSIGNMENT
This Agreement may not be assigned by either party, including an assignment by operation of law. Provided, however, that Maintenance Representative
can sub contract work subject to its supervision. Subject to the foregoing, this Agreement shall inure to the benefit of the parties' permitted successors
and assigns.
19. ENTIRE AGREEMENT; MODIFICATIONS
This Agreement contains the entire understanding of the parties with respect to the matters contained herein. This Agreement shall supersede (a) any
provision of any purchase order submitted by the Company. There are no promises, covenants or undertaking other than those expressly set forth
herein, and any other terms and conditions are rejected regardless of content, timing or method of communication. Any deviations from or additions to
the terms and conditions of this Agreement must be in writing and will not be valid unless confirmed in writing by duly authorized officers of Maintenance
Representative.
20. COMPLIANCE WITH LAWS
In its performance of any or all its obligations hereunder related to Preventive Maintenance of the covered equipment, Maintenance Representative shall
comply with all applicable Federal, State, and Local Laws and Ordinances.
21. GOVERNING LAWS
The provisions of this Agreement shall be governed and interpreted in accordance with the laws of the State of California. Both parties expressly agree
to submit to the exclusive jurisdiction and venue of either the United States District Court of the Northern District of California or the California Superior
Court in and for the county of Alameda, as appropriate, as to any legal action brought to enforce, interpret, or receive damages for a breach of this
Agreement. If either party brings any action to enforce any rights arising out of or relating to this Agreement (whether or not suit is filed), the prevailing
party shall be entitled to recover its costs and expenses related to such action, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates of set forth below.
Intelligent Technologies and Services. Inc
SIGNATURE: SIGNATURE:
BY: _
TITLE:. _
DATE: _
BY:
TITLE: __________________________________________
DATE:
P.O.#:
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12/14/2021
Frank Peluso
General Manager
12/15/2021
LeeAnn McPhillips
Administrative Services Director
Intelligent Technologies and Services, Inc.
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PREVENTIVE MAINTENANCE SCOPE OF SERVICE – CA-1
CLEAN AGENT FIRE SUPPRESSION SYSTEM
Maintenance Representative’s service shall be expressly limited to the items set forth in this schedule
CA-1 unless noted otherwise in your Preventive Maintenance Agreement. The CA-1 service performed is
adapted from the following codes and standards: NFPA 70, 72, 75, and 2001.
I. FREQUENCY OF SERVICE AND INSPECTION
A.Performed semi-annually by an authorized and certified technician as required and
recommended by the authority having jurisdiction.
B.On-site personnel should visually inspect on a weekly basis for the following:
1.Pressure gauge on agent storage container.
2.General condition of both electrical and mechanical system.
II. SYSTEM DEVICES FOR SERVICE AND INSPECTION (as applicable)
A.Clean Agent Control Panel
B.Battery Back-Up Systems
C. Alarm Bells
D. Alarm and Discharge Horns
E. Alarm and Discharge Strobe Lights/Beacons
F. Manual Discharge Pull Stations
G. Smoke Detectors
H. Agent Storage Containers
I. Agent Distribution Piping and Nozzles
J.Abort Stations
K.Maintenance Bypass Switches
III. INSPECTION PROCEDURES
A. Check in with immediate facilities supervisor.B.Notify building central fire alarm station and all occupants in the immediatearea that a functional system test is about to be conducted.C.Perform an inspection of the system for installation integrity, both electrically andmechanically.D. Completion of Test and Service
1.Notify central station, facilities supervisor and immediate personnel of completion ofservice and leave system in full operational condition.
2.Submit to owner's representative a fully itemized service report withany recommendations for safety updates and repairs as required.
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IV. SERVICE PROCEDURES PERFORMED ON AN ANNUAL BASIS
A. Smoke Detectors
1.Sequence each detector in an alarm condition. Each detector will be set in the alarmmode using a test gas, external magnet or appropriate device.
B.Complete system testing as outlined in Section V.
C. Alarm Bells and Discharge Horns/Strobes
1. Check individually for proper operation and sound level.
D. Manual Pull and Abort Stations
1. Verify individual operation.
E.Auxiliary Devices and Systems Shut-Downs
1.Air conditioning, heating, ventilating systems and power equipment shutdowns; willonly be performed by special written request from the customer.
F. Check Room Integrity
G. Agent Storage Containers/Distribution Piping-Nozzles
1.Check agent quantity and pressure of Clean Agent containers.2.Visually inspect accessible discharge piping and nozzles for integrity and corrosion.
V. SERVICE PROCEDURES PERFORMED ON A SEMI-ANNUAL BASIS
A. Control Panel and Battery System.
1.Verify LED operation for power, trouble and alarm conditions.2.Test battery for charge and automatic switch-over capability.3.Operate test and reset switches for sequence and function.4.Visual inspection of terminations and wiring within the panel.
B. Smoke Detectors
1. Visually inspect detectors.
C. Alarm Bells and Discharge Horns/Strobes
1. Visually inspect for damage
D. Manual Pull and Abort Stations
1. Visually inspect for damage.
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E.. Check Room Integrity
F. Agent Storage Containers/Distribution Piping-Nozzles
1.Check agent quantity and pressure of Clean Agent containers.2.Visually inspect accessible discharge piping and nozzles for integrity and corrosion.
G. Training
1.System Operation training can be provided for owner'spersonnel as needed during the scheduled system inspection.
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PREVENTIVE MAINTENANCE SCOPE OF SERVICE- AC-1
AIR CONDITIONING EQUIPMENT
Maintenance Representative’s service shall be expressly limited to the items set forth in this schedule
AC-1 unless noted otherwise in your Preventive Maintenance Agreement.
I.FREQUENCY OF SERVICE AND INSPECTION
A. As set up on a site per site requirements as stated in our service agreement
II. SYSTEM DEVICES FOR SERVICE AND INSPECTION
A.Air Filter Section
B.Humidifier Section
C. Fan Section
D.Electrical Section
E.Refrigeration Section
F.Condenser Section
III. INSPECTION PROCEDURES
A. Check in with immediate facilities supervisor prior to stating work.
B. Upon completion of service inspections notify facilities supervisor of completion of service and
leave system in full operational condition.
C.Submit to owner's representative a service report with any recommendations for repairs as
required.
IV. SERVICE PROCEDURES PERFORMED DURING AN INSPECTION
A.Air Filters Section Check and note conditions of all filters.
B. Humidifiers Section Check humidifier operation (lamps or heating elements) and
condition of pan or cylinder for mineral deposit buildup and
clean as necessary.
C.Fan Section Check fan impellers and shaft. Check the condition of belts
and adjust as necessary. Clean any debris found around unit.
D. Electrical Section Check amp readings on all contactors and inspect for loose
connections and tighten as needed.
E. Refrigeration Section Check oil levels, refrigerant levels, suction and discharge
pressures. Check operation of hot gas bypass and expansion
valves and adjust as necessary. Check for signs of leaks and
conditions of piping.
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F. Condenser Section Air Cooled – Check operation of fans, amp draws, tighten
electrical, clean coils and fins.
Water- cooled - Check water reg. valve and pressures and
temperature splits.
Chilled Water – Check operation of Modulating motor and note
supply and return water temperatures
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