HomeMy WebLinkAboutRes 09-15A Authorizing an Agreement with Humphrey and AssociatesTOWN OF WESTLAKE
AUTHORIZING THE TOWN MANAGER TO ENTER INTO ANNUAL
RENEWALS MAINTANANCE AGREEMENT WITH HUMPHREY &
ASSOCIATES FOR ALL ELECTRICAL COMPONENTS AND ELECTRICAL
SYSTEM CHECKS TO ENSURE EFFICIENCY AND LIFE OF THE
ELECTRICAL SYSTEMS.
WHEREAS, Environmental Stewardship Initiatives; and
WHEREAS, Westlake desires to be business partners with Westlake Academy-,
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WHEREAS, All electrical systems and components need to be properly
maintained in order to ensure efficiency and long life of the electrical systems, and
WHEREAS, the Town Council finds that the set -vice agreement from Humphrey
& Associates will provide necessary diagnostics, inspection services, all standards of
maintenance for both the Town of Westlake and the Westlake Academy to benefits the
public and is in the best interest of the public, citizens of Westlake, Westlake Academy
students and their parents.-, and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE TOWN OF WESTLAKE, TEXAS:
SECTION 1. All matters stated in the Recitals above are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2. The Town Council of the Town of Westlake hereby approves the
agreement with Humphrey & Associates, authorizes Town staff to approve contractor, as it
relate to the diagnostics, inspection services, all standards of maintenance at the civic
camps .
ATTEST:
its Sutter, TPA4C. Town Secretary
F
Laura Wheat. Mayer
Thomas E. Brti prier, `I, n Manager
ThlsTEGG Service Electrical Solution Agreement dated March 5, 2009 by and between:
CUSTOMER TEGG SERVICE CONTRACTOR (TSC)
Town of Westlake Humphrey & Associates, Inc.
2650 JT Ottinger Rd. and 2650 Handley Ederville Rd
Westlake, Texas Ft. Worth, TX 76118
terms and conditions, ricing and payment responsibilities for electrical services provided
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El TEGGPrime: A Full Service Guaranteed Maintenance Solution
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service intervals shall repeat, All renewals are subject to the T erms and Conditions of this Agreement.
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Authorized For,
Town of Westlake
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Signature Signature
Troy Meyer
Director of Recreation and Facilities
Phone
Authorized For:
Humphrey & Asso6stes, Inc.
Date
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Signature
Roy rWand
General Manager
TEGG Service Division
TO ORDER SERVICES UNDER THIS AGREEMENT WITH A PURCHASE ORDER, PLEASE PRM111-*,i 1- HE FOLLOWING:
PO Number Date of Issue Customer Sig
NOTE: When issuing a purchase order for this Agreement, the services, responsibififes, lefals and Conditions k«. hwh pai-ties temato as detailed in this Agreement,
- — -- ---------
7TGS-267bUS -UNIVERSAL PREFERRED AGREEMENT- US (Rev. 5-29-07) Page I
t� 2003, TEGG Cofporafion
4 Copies Required: Customer -Agrvemeal Fik' - solulkw
"You' and "Youe'mean Westlake and all of its internal and external representatives.
'We'. "Our', 'Ours"and"Us" mean Humphrey & Associates, Inc, and all of its internal and external representatives.
"EDS" means your Electrical Distribution System as defined in the Terms and Conditions -
listed in the STistem Comixonents and Planned Servil
Interval Schedule of this agreement,
"Stiamnrt_ael E -1-S Ps %tipw2t,-_
defined in the TEGG Service Guarantees section.
necessitating repair before being returned to service.
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Preventive Maintenance
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Predictive Proactive Testing
Energized Analysis
F-1 De -energized Analysis
True RMS Voltage and Current
Harmonics Voltage and Current
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1 . Provide a continuing managed process of professional Predictive and Proactive Services as specified on the System Planned
Service Interval Schedule,
2, If included, provide consultative 'input for developing the Capital Asset Management Plan for your EDS,
3. Utilize TEGGTasO, a customized, task -oriented, computer-based asset management program developed exclusively for TEGG
Service Customers,
4. Tag and assign a unique identification (ID) number to each component to be serviced.
5Assure that only Certified TEGG Technicians andfor Certified TEGG Electricians (as appropriate) perform the services provided in
thisAgreement,
TGS-267bUS -UNIVERSAL PREFERRED AGREEMENT- US (Rev. 5-29-07) Page 2
(0 2003, TEGG Corporation
4 Copies Required., Customer Agreement Fde -Solution File - CTR
3, Assure that our staff always check-in and checkout with you and provide you with a copy of the detailed TEGG Service Report at the
conclusion of each visit.
7. Assign a Lead Tech n ician/Electrician to have Primary Responsibility for work to be performed within your facility.
& Coordinate all work with your staff to assure safety and minimal disruption of your operations.
9. Redeem all commitments made to you In a professional and timely manner, in compliance with both the applicable electrical code
and TEGG Corporation's Standards of Performance,
10. Provide you with our Preferred Service Customer Discount for any electrical labor requirements above and beyond the scope of this
Agreement,
11, Assist you in coordinating the de-anergizing of your EDS, as required, with the appropriate utility company.
12. Repair or replace any EDS Covered Component per the applicable Service Option and Guarantee selected.
YOUR RESPONSIBILITIES IFICLIVIDE:
1. Assign a Primary Contact with whom we should work to assure the proper coordination of our wok
2, Provide us with a copy, if available, of all electrical one -line drawings or prints.
3- Assign, if required, an escort to provide our Certified TEGG Service personnel with appropriate access to electrical components
and/or areas.
4Provide us with your protocols and regulations regarding working within your facility, such as: parking, sign-in/sign-cut and security
procedures, emergency contacts, and other appropriate information.
5Permit only our representatives to perform work on the covered electrical components, as we will only Guarantee our work and not
the work of other parties,
6, Assure that the applicable electrical components are under load when our energized service andfor predictive and proactive testing
services take place.
7, If de -energized work is scheduled within your facility, assure that the necessary occupants are provided with advance notification of
the impending electrical outage and its anticipated duration,
8, Coordinate the de -energizing of your electrical system, as required, with the appropriate utility,
9Bear the cost to repair or replace of any Covered Component deemed by us to be in a worn or doubtful condition. Should you choose
to not make the required repair or replacement, the component shall continue to receive regular service, but is automatically removed
from the repair or replacement Guarantee provisions of this Agreement -
10, If 'included, work with us to help you develop a Capital Asset Management Plan for your electrical distribution system.
11Provide us with Your critique of our services and suggestions for on-going improvements as part of our Customer Assurance Review
and Evaluation program.
regardless of lapse time and expires upon cancellation or termination of this agreement.
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service, but shall be automatically removed from the Guarantee provisions,
repairs, etc., and provide emergency temporary power if required,
& TEQW-Froatimir, Qwarantee sba"ecirne, efteflye upim the satisfact+ry initial -tests and i,,r.-*ecti#m if the C*veret C9mA*n,.i-Z
and acceptance by us, Our Guarantee is conditional on the initial and annual energized maintenance service inspections, regardless of
lapse time and expires upon cancellation or termination of this agreement.
If worn or doubtful com onents, are discovered durin ani reiulai scheduled ene ized iin�Weener ized service inmect on, an t ese
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service, but shall be automatically removed from the Guarantee provisions,
Further, we will provide 207 emergency response and overtime services as necessary to expedite the repair.
0 TFGGBasic Guarantee shall become effective upon the satisfactory results of our testing and inspection of the Covered
Components and shall continue for 90 -days or until this agreement is terminated. All repairs shall be completed during our normal
business hours, If worn or doubtful components are discovered during any subsequent regularly scheduled reinspection and these
Covered Comoonents have not incurred a Sudden and Accidental Breakdown.. these comoonents must be rernaired or renlaced bjli4t�f
the Guarantee to renew for another 90 days-
TGS-267bUS -UNIVERSAL PREFERRED AGREEMENT- US (Rev- 5-29-07) Page 3
c* 2003, TEGG Corporation
4 Copies Required., Customer - Agreement Fite -Sofution File - CTR
inspection, these Covered Components must be
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provisions,
equipment of the EDS at no charge to you.
repairs, etc., and provide emergency temporary power if required.
ELECTRICAL SYSTEM ANALYSIS REPORT*
Your authorized representative will be immediately informed, while we are on site, of any serious condition or safety hazard that we
identify.
predictive and proactive service activities. We will then analyze these results to ascertain the condition of the Covered Components. T
representative(s).
The Electrical Systems Analysis report Will be reviewed with you, and include any recommended repairs, solutions, opportunities
improved electrical system efficiency, reduced electrical utility costs, improved safety conditions and/or minimize the risk ofdowntime.
associated costs to either: (1) repair or replace the doubtful component; or (2) automatically remove the doubtful component from t
Guarantee repair or replacement provision of this Agreement. I
NO
repair or replacement, the component shall continue to receive regular service, but is automatically removed from the repair
replacement Guarantee provisions of this Agreement,
If the Customer elects to have any repairs or replacements of Covered Components performed by someone other than the Authorized
TEGG Service Provider, the Covered Components must be re -certified by the Authorized TEGG Service Provider at the customers
expense, prior to extending the Guarantee provisions,
TGS-267bUS -UNIVERSAL PREFERRED AGREEMENT- US (Rev. 5-29-07) Page 4
CP 2003, 'EGG Corporation
4 Copies Required: Customer - Agreement File- - Solution File , CTR
otherwise stipulated elsewhere in this Agreement,
Acceptance of Equipment: The annual Agreement Price is conditioned upon the Covered Components being in a satisfactory
condition with no worn or doubtful components. If the initial and annual predictive and proactive, inspection visit and the resulting Electrical
replacement will be provided to you for approval. Should you not authorize he repair or replacement, those worn and doubtful
component(s)automatically removed from the Guarantee'pair or e provisions of this Agreement, o.ntinue to
provide all main' tenance services on these components per the Service Option exclusive of the repair and replacement Guarantee.
Electrical Distribution .. Duroose of this Aareemprit. the electricaldistribution system (EGS '^• ,.
compressor,a M1 OUR Num 110�1041'
equipment. If rotating electrical equipment is included in the Agreement, the scope of this Agreement then applies only to the electrical
components of such rotating equipment and does not include any prime mover or driven equipment, such as an engine, turbine,
► or
Component,c7ur rep�resentatives; negligence of others (including you).- your failure to properly operate the system (such as overloading of circuits);
loss); the operation of a safety device, the depletion of a battery charge or the inability of batteries to hold a charge; or other causes
beyond our control, The Guarantee repair or replacement provisions shall not apply to feeder cables, wires outside the Covered
i at greater
Payment
_ _ Customer shall be invoiced upon signing this Agreement # prior to service delivery. Youagree o #.
invoices within thirty (30) days of receipt, Should a payment become thirty (30) days or more delinquent, we may stop all work under this
Agreement without notice and/or terminate this Agreement. If this happens, the entire Agreement Price (less prior payments.) will become
due o payable immediately#
agreeIn the event we must commence third party collection or arbitration in order to recover any amount payable under this Agreement, rou
reimburseus for all costs and attorneys'fees when incurred by
You • e o be ' for all applicable taxes on the services• materials provided.
c+&,1or'rrrrat�n-iat-
and/or labor will be an extra charge over this Agreement
Structures L Buildings:
part of the building or structures in the performance of this Agreement,
Agreement,Work Performed by Others: Unless otherwise stated elsewhere in this Agreement, we will not be responsible for work that is
performed by anyone other than our representatives. Therefore, you agree to permit only our personnel or agent(s) to perform the work
included in the scope of this Agreement. Should anyone other than our representatives perform such work, we may, at our opflon,
terminate this Agreement or eliminate the involved component(s) from the Guarantee repair or replacement provision of this Agreement.
Urs -lent Call Out: if an Urgent Service call is made at Nour revuest and ins,-wection indicates a condition, which -, n
mayt
Temporary Power: Except as provided under the Guarantee Irovisions in a TEGGPrime and TEGGBuilders r
price does not include any provision for temporary power. If temporary power or emergency generators are requested, these services will
be provided » s charged to you at the rate then in effect.
completedResponsibility for Tools & Equipment: If you request a multi -day power quality monitoring service, we may have to leave
materials, tools, instruments—af—id—for—eclanment at your 'ja
tools, instruments, and/or equipment while stored on your premises. You also agree to bear the dsk of any loss or damage to the work
that has been by us,
Hold Harmless: In the unlikely event that there is a claim, damage, loss or expense that is caused in whole or in part by any active or
passive act or omission by you, anyone directly or indirectly employed by you or for anyone for whose act you may be liable, then, to the
fullest extent permitted by law, you will defend, indemnify and hold harmless our representatives and us from and against these claims,
damages, losses and expenses including but not limited to attorneys` fees arising out of or resulting from the performance of our work
under this Agreement.
Hazardous Communications: In order to comply with OSHA Hazard Communication Standard Regulations, you agree to make
available to our personnel all pertinent Material Safety Data Sheets (MSDS) if required.
Hazardous Substances: Our obligations under this proposal and any Agreements do not include the identification, abatement or
removal of any asbestos products or other hazardous substances. In the event such products or substances are encountered, our sole
obligation will be to notify you of the existence of such products and materials, We will have the right thereafter to suspend our work until
such products or materials and resultant hazards are removed. The time for completion of the work under this Agreement shall be
extended to the extent caused by the suspension of work, and the Agreement Price will be equitably adjusted.
Delays Outside Our Control: In the unlikely event that there is a delay, loss, damage or detention caused by unavailability of
machinery, equipment or materials, delay of carriers, strikes (including those by our representatives), lockouts, civil or military authority,
priority regulations, insurrection or riot, action of the elements,, forces of nature, or by any cause beyond our control, you agree that we will
not be liable for this delay, loss; damage or detention.
Loss of Profits. Under no circumstances, whether arising in contract, tort (including negligence), equity or otherwise, will we be
responsible for loss of use, loss of profit, increased operating or maintenance expenses, claims of your tenants or clients, or any special,
indirect or consequential damages.
Limits of Liability: We guarantee that our performance of services under this Agreement will be in accordance with generally
accepted trade practices for similar services. In no event will our liability exceed the total amount of compensation we receive for the
services rendered, except for the cost of repair or replacement of equipment covered under the Guarantee Repair or Replacement
provision of this Agreement. Said Repair or Replacement Guarantee shall be limited to a maximum $5,000,000 Limit of loss with a
$100,000 Sub Limit for Overtime, Express Shipments and Temporary Power.
Dispute Resolution: Should a dispute arise between you and us that remains unresolved, then either party may seek exclusive relief
through the procedures of the American Arbitration Association (AAA), Commercial Arbitration and Mediation Center for the Americas
(CAMCA), or any equivalent recognized independent arbitrating organization. A single arbitrator shall decide all disputes. The arbitrator
shall render a decision no Eater than nine months after the demand for arbitration is filed, and the arbitrator shall state in writing the factual
and legal basis for the award. Judgment may be entered upon the award in the highest state or federal court having jurisdiction over the
matter. The prevailing party shall recover all costs, including attorney's fees, incurred as a result of the dispute. A prevailing party is a
party that recovers at least 75% of its total claims or that is required to pay no more than 25% of the claims made against it.
We both agree that any action through arbitration against either of us relating to any breach of this Agreement must be commenced within
one (9) year from the date of the work.
Warranty: We warrant that our workmanship on all installations and repairs shall be performed in a good and workmanlike manner and
that parts repaired or replaced by us will be free from defects in workmanship and material for one year. WE DISCLAIM ALL OTHER
WARRANTIES ON THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FAR A PARTICULAR PURPOSE.
Purchase Orders: You acknowledge and agree that any purchase order issued by you, in accordance with this Agreement, is intended
only to establish payment authority for your internal accounting purposes. No purchase order shalt be considered to be a counteroffer,
amendment, modification, or other revision to the terms of this Agreement. No term or condition included in your purchase order will have
any force or effect,
Changes: This Agreement shall not be subject to change or modification other than by a writing to which both parties are signatories.
Early Termination, In the event you terminate this Agreement for any reason other than our breach before its intended expiration date,
you agree to pay the entire stated price for the year of cancellation or reimburse all costs for the work performed to date, whichever is
greater,
Severability; Any provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is
effective, will, to the extent the law is contravened, be considered separable and inapplicable and will not affect any other provision or
provisions of this Agreement.
TGS-267bUS -UNIVERSAL PREFERRED AGREEMENT- US (Rev. 5-29-07) gage B
r) 2003. TEGG Corporation
4 Copies Required: Customer - Agreement Fite - Solution File - CTR
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TGS-267b1-f,S -UNIVERSAL PREFERRED AGREEMENT- US (Rev. 5-29-07,)
Flagc 7
2003, TCGG Corporation
4 Copies Required., Customer - Agreement File - Solution File - CTR