05 Staff Report - Chiller/Cooling Tower Replacement at the Civic CenterMEETING DATE: 6/6/05
°w N 0 ITEM NO. 5
COUNCIL AGENDA REPORT
!ps GASES
DATE: MAY 20, 2005
TO: MAYOR AND TOWN COUNCIL
FROM: DEBRA J. FIGONE, TOWN MANAGER
SUBJECT: PROJECT 04-64 - CHILLER/COOLING TOWER REPLACEMENT AT THE
CIVIC CENTER
ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO
EXECUTE PROFESSIONAL ENGINEERING CONSULTANT SERVICES
AGREEMENT WITH INTEGRATED ENGINEERING SERVICES FOR
MECHANICAL, ELECTRICAL, AND STRUCTURAL ENGINEERING
SERVICES IN THE AMOUNT NOT TO EXCEED $27,350.00.
RECOMMENDATION:
Adopt resolution (Attachment 1) authorizing the Town Manager to execute professional engineering
consultant services agreement (Exhibit A) with Integrated Engineering Services to perform
mechanical, electrical, and structural engineering services in the amount not to exceed $27,350.00.
BACKGROUND:
The consulting firm of Integrated Engineering Systems (IES) was hired last year to assist the Town
with design of the outside air ventilation system for the Neighborhood Center as part of this contract.
IES also evaluated the Civic Center chiller and made a recommendation regarding an appropriate
replacement for the system at that time.
DISCUSSION:
Over the past few months, staff has been working on the various elements of the HVAC system at
the Civic Center. Thorough evaluation of the HVAC system at the Civic Center determined that the
original scope of work for repair was inadequate. It is necessary to broaden the scope to include other
components which requires appropriate design and engineering to assure successful correction of the
HVAC deficiencies. This approach is important towards successful project implementation and
minimizing any inconveniences to the Civic Center operations.
4'Z..• "
PREPARED BY: I HN E. CURTIS
rector r of Parks and Public Works
Reviewed by: Assistant Town Manager Attorney Clerk Administrator
Finance s Community Development Revised: 6/2/05 2:53 pm
Reformatted: 5/30/02 NAB&E\COUNCIL REPORTS\04-64.mechanical.engr.proposal.integratead.engr.systems.agr.wpd
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: PROJECT 04-64 - CHILLEWCOOLING TOWER REPLACEMENT AT THE
CIVIC CENTER
MAY 20, 2005
Integrated Engineering Services (IES) has provided design services to the Town most recently for
the Neighborhood Center outside air ventilation system. IES has provided written scope of services
to staff related to repair, aging, heating, and air-conditioning systems (HVAC). IES specializes in
(HVAC) retrofit projects that the Town is currently undertaking and specializes in Trane equipment
and logic controls systems that we are in the process of purchasing through the Federal GSA process.
CONCLUSION:
It is recommended that the Council adopt the attached Resolution authorizing the Town Manager
to execute a Professional Services Agreement with Integrated Engineering Services to perform
mechanical, electrical, and structural engineering services for the Chiller/Cooling Tower
replacement at the Civic Center.
ENVIRONMENTAL ASSESSMENT:
The project is Categorically Exempt pursuant to Sections 15301 (c), 15303(e) and 15304(b) of the
State CEQA guidelines.
FISCAL IMPACT:
Town Council approved a budget adjustment for replacement of HVAC cooling system components
in December of 2004. Funding will be allocated from account number 6695-84553'.
Attachments:
Resolution approving Professional Services Agreement with Integrated Engineering Services
(with Exhibit A) Agreement
RESOLUTION
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING AN AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
WITH INTEGRATED ENGINEERING SERVICES TO PROVIDE
MECHANICAL, ELECTRICAL, AND STRUCTURAL ENGINEERING SERVICES
FOR PROJECT 04-64 - CHILLER/COOLING TOWER REPLACEMENT
AT THE CIVIC CENTER
WHEREAS, it is necessary for the Council to secure professional consultant services
to provide assistance to the Town in the implementation of tasks related to mechanical, electrical,
and structural engineering services for the Chiller/Cooling Tower Replacement at the Civic Center;
and
WHEREAS, the Town Council has selected the firm of Integrated Engineering
Services to provide professional engineering services in connection with the Chiller/Cooling Tower
Replacement; and
NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town of
Los Gatos hereby approves the attached Agreement (Exhibit A) for Professional Services with
Integrated Engineering Services to provide professional engineering services in connection with the
Chiller/Cooling Tower Replacement at the Civic Center; and
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized and
directed to execute said agreement on behalf of the Council.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos held on the th day of
, 2005, by the following vote:
AYES :
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK ADMINISTRATOR
LOS GATOS, CALIFORNIA
AGREEMENT FOR PROFESSIONAL ENGINEERING CONSULTANT SERVICES
THIS AGREEMENT is entered into this day of , 20_, by and
between the Town of Los Gatos, State of California, herein called the "Town and Integrated
Engineering Systems , engaged in providing professional engineering consultant services herein
called the "Consultant".
RECITALS
A. The Town is considering undertaking activities to perform mechanical, electrical, and
structural engineering services in connection with Project 04-64 - Chiller/Cooling Tower
Replacement at the Civic Center.
B. The Town desires to engage a professional engineering consultant to provide consulting
services in conjunction with the Chiller/Cooling Tower Replacement at the Civic Center
because of Consultant's experience and qualifications to perform the desired work.
C. The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
Scope of Services. The Consultant shall provide the following services listed below.
1. Time of Performance. The services of the Consultant are to commence upon
the execution of this Agreement and issuance of a Town purchase order, with
completion of the project by
2. Compliance with Laws. The Consultant shall comply with all applicable
laws, codes, ordinances, and regulations of governing federal, state and local
laws. Consultant represents and warrants to Town that it has all licenses,
permits, qualifications and approvals of whatsoever nature which are legally
required for Consultant to practice its profession. Consultant represents and
warrants to Town that Consultant shall, at its sole cost and expense, keep in
effect or obtain at all times during the term of this Agreement any licenses,
permits, and approvals which are legally required for Consultant to practice
its profession. Consultant shall maintain a Town of Los Gatos business
license pursuant to Chapter 14 of the Code of the Town of Los Gatos.
3. Sole ResponsibilitX. Consultant shall be responsible for employing or
engaging all persons necessaryto perform the services under this Agreement.
4. Information/Report Handling. All documents finished to Consultant by the
Town and all reports and supportive data prepared by the Consultant under
this Agreement are the Town's property and shall be delivered to the Town
upon the completion of Consultant's services or at the Town's written request.
All reports, information, data, and exhibits prepared or assembled by
Consultant in connection with the performance of its services pursuant to this
Agreement are confidential until released by the Town to the public, and the
Consultant shall not make any of the these documents or information
available to any individual or organization not employed by the Consultant
or the Town without the written consent of the Town before such release.
The Town acknowledges that the reports to be prepared by the Consultant
pursuant to this Agreement are for the purpose of evaluating a defined
project, and Town's use of the information contained in the reports prepared
by the Consultant in connection with other projects shall be solely at Town's
risk, unless Consultant expressly consents to such use in writing. Town
further agrees that it will not appropriate any methodology or technique of
Consultant which is and has been confirmed in writing by Consultant to be
a trade secret of Consultant.
5. Compensation. Compensation for Consultant's professional services shall not
exceed $27,350.00, and payment shall be based upon Town approval of each
task. -
Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days.
All invoices and statements to the Town shall reference the Town's purchase order number
and be addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031
Statements:
Town of Los Gatos
Attn: Finance Department
P.O. Box 655
Los Gatos, CA 95031
6. Availability of Records. Consultant shall maintain the records supporting
this billing for not less than three years following completion of the work
under this Agreement. Consultant shall make these records available to
authorized personnel of the Town at the Consultant's offices during business
hours upon written request of the Town.
7. Proj ect Manager. The Proj ect Manager for the Consultant for the work under
this Agreement shall be Erland Jannesson.
Assi ng_ ability and Subcontracting. The services to be performed under this
Agreement are unique and personal to the Consultant. No portion of these
services shall be assigned or subcontracted without the written consent of the
Town.
9
To Town:
Notices. Any notice required to be given shall be deemed to be duly and
properly given if mailed postage prepaid, and addressed to:
John E. Curtis
Director of Parks and Public Works
Town of Los Gatos
41 Miles Avenue
Los Gatos, CA 95030
To Consultant:
Erland Jannesson
Integrated Engineering Services
70 Saratoga Avenue
Santa Clara, CA 95051-7301
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
10. Independent Contractor. It is understood that the Consultant, in the
performance of the work and services agreed to be performed, shall act as and
be an independent contractor and not an agent or employee of the Town. As
an independent contractor he/she shall not obtain any rights to retirement
benefits or other benefits which accrue to Town employee(s). With prior
written consent, the Consultant may perform some obligations under this
Agreement by subcontracting, but may not delegate ultimate responsibility
for performance or assign or transfer interests under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its costs and expenses
in preparing for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
11. Conflict of Interest. Consultant understands that its professional
responsibilities is solely to the Town. The Consultant has and shall not
obtain any holding or interest within the Town of Los Gatos. Consultant has
no business holdings or agreements with any individual member of the Staff
or management of the Town or its representatives nor shall it enter into any
such holdings or agreements. In addition, Consultant warrants that it does not
presently and shall not acquire any direct or indirect interest adverse to those
of the Town in the subject of this Agreement, and it shall immediately
disassociate itself from such an interest should it discover it has done so and
shall, at the Town's sole discretion, divest itself of such interest. Consultant
shall not knowingly and shall take reasonable steps to ensure that it does not
employ a person having such an interest in this performance of this
Agreement.
If after employment of a person, Consultant discovers it has employed a
person with a direct or indirect interest that would conflict with its
performance of this Agreement, Consultant shall promptly notify Town of
this employment relationship, and shall, at the Town's sole discretion, sever
any such employment relationship.
12. Equal Employment Opportunity. Consultant warrants that it is an equal
opportunity employer and shall comply with applicable regulations governing
equal employment opportunity. Neither Consultant nor its subcontractors do
and neither shall discriminate against persons employed or seeking
employment with them on the basis of age, sex, color, race, marital status,
sexual orientation, ancestry, physical or mental disability, national origin,
religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
13. Insurance.
A. Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
B. General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self-insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
C. All Coverages: Each insurance policy required in this item shall be endorsed to state
that coverage shall not be suspended, voided, cancelled, reduced in coverage or in
limits except after thirty (30) days' prior written notice by certified mail, return
receipt requested, has been given to the Town. current certification of such insurance
shall be kept on file at all times during the term of this agreement with the Clerk
Administrator.
D. In addition to these policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective employees.
14. Indemnification. The Consultant shall save, keep and hold harmless
indemnify and defend the Town its officers, agent, employees and volunteers
from all damages, liabilities, penalties, costs, or expenses in law or equity that
may at any time arise or be set up because of damages to property or personal
injury received by reason of, or in the course of performing work which may
be occasioned by a willful or negligent act or omissions of the Consultant, or
any of the Consultant's officers, employees, or agents or any subconsultant.
15. Waiver. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party
may have hereunder, nor does waiver of a breach or default under this
Agreement constitute a continuing waiver of a subsequent breach of the same
or any other provision of this Agreement.
16. Governing Law. This Agreement, regardless of where executed, shall be
governed by and construed to the laws of the State of California. Venue for
any action regarding this Agreement shall be in the Superior Court of the
County of Santa Clara.
17. Termination of Agreement. The Town and the Consultant shall have the
right to terminate this agreement with or without cause by giving not less than
15 days written notice of termination. In the event of termination, the
Consultant shall deliver to the Town all plans, files, documents and reports
performed to date by the Consultant. In the event of such termination, Town
shall pay Consultant an amount that bears the same ratio to the maximum
contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement pursuant to Exhibit hereto, unless
such termination is made for cause, in which event, compensation, if any,
shall be adjusted in light of the particular facts and circumstances involved
in such termination.
18. Amendment. No modification, waiver, mutual termination, or amendment
of this Agreement is effective unless made in writing and signed by the Town
and the Consultant.
19. Disputes. In any dispute over any aspect of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, including costs of appeal.
20. Entire Agreement. This Agreement, including (Exhibit A) attached hereto,
constitutes the complete and exclusive statement of the Agreement between
the Town and Consultant. No terms, conditions, understandings or
agreements purporting to modify or vary this Agreement, unless hereafter
made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as ofthe
date indicated on page one (1).
Town of Los Gatos, by:
Consultant, by:
Integrated Engineering Services
Debra J. Figone, Town Manager Signature
Recommended by:
John Curtis
Director of Parks and Public Works
Approved as to form:
Orry P. Korb, Town Attorney
Attest:
Town of Los Gatos, Los Gatos, California
Print Name
Title
Marlyn Rasmussen, Clerk Administrator