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HomeMy WebLinkAbout569118 SCOTT TECHNOLOGIES DBA SCOTT SAFETY - CONTRACT - BID - 8270 SCBA EQUIPMENT SERVICING (2)Services Agreement- 8270 SCBA Equipment Servicing Page 1 of 11 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City", as agent, on behalf of the Poudre Fire Authority (PFA), and SCOTT TECHNOLOGIES INC. DBA SCOTT SAFETY, a Corporate Entity, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit "A", consisting of three (3) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence upon signing, and shall continue in full force and effect until December 31, 2016, unless sooner terminated as herein provided. At the option of the City and/or PFA, the Scope of Services and pricing may be negotiated thirty (30) days prior to contract end and the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City and PFA of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City and/or PFA may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Scott Safety Attn: Derek Roy 4320 Goldmine Road Monroe, NC 28110 Poudre Fire Authority Attn: Gary Nuckols 102 Remington Street Fort Collins, CO 80524 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City and/or PFA, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 2 of 11 shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. PFA shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, sixty nine thousand seven hundred fifty dollars ($69,750). PFA shall pay the Service Provider in monthly payment installments for the remainder of 2016 proportionate to the total cost. At the option of the City and/or PFA, the Agreement may be extended and the Scope of Services and pricing may be negotiated. 6. City Representative. The City and/or PFA will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City and/or PFA Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins or the Poudre Fire Authority. The City and/or PFA shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Scope of Services without the prior written consent of the City and/or PFA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City and/or PFA), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City and/or PFA, nor will it obligate the City and/or PFA to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City and/or PFA to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City and PFA enter into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City and/or PFA. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City and/or PFA under this Agreement or cause of action arising out of performance of this Agreement. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 3 of 11 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City and/or PFA. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City and/or PFA -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City and/or PFA of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City and/or PFA. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City and/or PFA, their officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 4 of 11 b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City and PFA as an additional insured under this Agreement of the type and with the limits specified within Exhibit “B”, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 5 of 11 Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 6 of 11 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: POUDRE FIRE AUTHORITY By: _________________________________ Tom DeMint, Fire Chief Date: ______________________________ ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney SCOTT TECHNOLOGIES INC. DBA SCOTT SAFETY By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Trent Smith VP-Americas Sales and Service 5/20/2016 6/1/2016 6/1/2016 Services Agreement- 8270 SCBA Equipment Servicing Page 7 of 11 EXHIBIT A SCOPE OF SERVICES I. INTRODUCTION The Service Provider will inspect, test, rebuild and repair Self Contained Breathing Apparatus (SCBA) and associated equipment as outlined in the following sections for Poudre Fire Authority (PFA). II. SERVICE PROVIDER DELIVERABLES A. Service Work Requirements The Service Provider is expected to perform service work at the PFA service center located at 3400 W Vine Bldg. B, Fort Collins, CO 80521 unless the need for service work off site is required. The Service Provider will work under the direction of the PFA Support Division. The Service Provider shall provide the following services, which are detailed in the following sections:  Routine repair of SCBA, including facepiece repair  Annual functional testing of SCBA  Facepiece fit testing of individuals  Cylinder hydrostatic testing and cylinder valve rebuild  Compressor preventative maintenance 1. Routine Repair of SCBA. Specific processes to be followed for service areas include: a. Repair of SCBA, including facepiece repair. The returned equipment will be logged into a database and a receipt will be given to the PFA Support Division. b. The entire SCBA will be inspected upon receipt by Service Provider. Repairs are conducted and the SCBA is then functionally tested using the Biosystems Posichek and Scott software program. Upon successful completion of the repair and functional test, the SCBA is returned to PFA. c. Facepieces are inspected and repaired as required. A separate computerized database is to be established to track the individual facepieces. Upon completion, all repaired equipment is returned to PFA and a receipt given. Repairs to facepieces should take less than 48 hours after receipt. 2. Annual Functional Testing of SCBA. The Service Provider will provide functional testing based upon the ability to obtain SCBA at a time that is mutually agreed upon. Upon delivery of the SCBA to the PFA service center, the Service Provider will receive the equipment, conduct the annual functional testing using the Biosystems Posichek system, record the results, and return the SCBA to PFA. 3. Facepiece fit testing of individuals. Facepiece fit testing of PFA personnel will be required on an annual basis. The Service Provider will provide adequate staffing to conduct facepiece fit testing of individuals at locations specified by the PFA using the TSI Portacount test device. Persons successfully completing the facepiece fit test will be recorded into a master database with a “passing” status. Persons not successfully completing testing requiring alternate sized facepieces will be issued a replacement facepiece from the PFA inventory at the time of testing. Information pertaining to such change in facepiece size will be recorded and updated in the City’s Scott software database. 4. Cylinder hydrostatic testing and cylinder valve rebuild. a. Cylinders requiring hydrostatic testing will be designated by PFA personnel at the time of cylinder refilling operations. The Service Provider will advise the PFA of the number of cylinders that are due for hydrostatic testing on a monthly basis. Cylinder and valve assemblies requiring testing must be presented to the PFA service center for completion DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 8 of 11 of this testing. The assembly will be received and logged. The cylinder will be drained of compressed air, and the cylinder valve removed. The cylinder will be visually inspected both internally and externally as well as hydrostatically tested in accordance with prescribed US Department of Transportation (US DOT) procedures as described in 49 CFR of the appropriate Cylinder Exemption Certificates issued by US DOT. Upon successful completion of hydrostatic testing, a new cylinder valve will be installed into the cylinder as required, and the assembly returned to PFA for filling. The cylinder will be checked for leakage. Should leakage be detected, the cylinder will be drained of compressed air, and the cylinder valve repaired, rebuilt, or replaced with another rebuilt cylinder valve and the filling and leak test process shall be repeated. Upon successful completion of cylinder valve leak testing, the cylinder and valve assembly will be returned to PFA and logged out of the service center database. b. Cylinder valve rebuilds will consist of replacing the valve seat, o’rings, and back-up rings. All other cylinder valve components will be inspected and cleaned. Components exhibiting excessive wear or damage will be discarded and replaced with new components. All other components will be re-used. 5. Air Compressor Maintenance. Compressor maintenance will consist of preventative maintenance as defined by the manufacturer and quarterly air testing of each air compressor. B. Quality Control Requirements All technicians assigned to the repair of Scott products will be trained to become certified Scott Technicians. Training will encompass the inspection, repair, and testing of the SCBA and each technician candidate must be able to demonstrate a basic understanding of unit function, repair, and test procedures. 1. All technicians must recertify at two year intervals. The recertification is conducted to ensure regular service, repair, and SCBA testing skills are maintained. 2. Upon receipt at the PFA service center, and prior to any service work performed, all products and equipment will be visually inspected. This is to ensure that all deficiencies are identified and corrected whether or not such deficiencies are stated on the receiving forms. 3. Upon the repair and installation of replacement parts, the entire SCBA inventory is again visually inspected and air applied to the system to determine proper function and if leakage is present. If SCBA equipment is not functioning properly or if leakage is detected, it will be corrected before the SCBA is moved to the next repair station for functional testing. 4. All SCBA will be functional tested on the Biosystems PosiChek test device to ensure the SCBA continues to operate within original manufacturing specifications. 5. All SCBA returned for repair will have as part of the normal record keeping process, all parts identified which were used in the repair of the SCBA. Such identification will be maintained in the same form as the functional test results record. 6. The Service Provider will maintain a customer complaint log detailing complaints and corrective actions pertaining to the service provided. The Service Provider will review these complaints to determine if changes in policy or procedures are necessary to correct repeated complaints. 7. PFA has an inventory of parts that should be utilized first if applicable, prior to purchasing a part, in order to perform any required service work. The Service Provider will maintain an inventory of parts to adequately perform the service work. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 9 of 11 III. SERVICE PRICING The pricing will cover labor, equipment testing and warranty parts for all products and equipment owned by the PFA as listed below. PFA shall pay the Service Provider for performance of the contract in monthly payments proportionate to the annual cost. Equipment/Personnel requiring servicing in 2016: QTY Description 25 Scott SCBA w/o regulator- annual testing and repair as needed 50 Cylinders and valve assemblies for hydro testing and valve repair 250 Personnel for annual fit testing (PFA personnel plus select other government personnel as determined by PFA) 185 Facepieces for testing and repair as required 200 Regulator– annual testing 5 Quarterly compressor air quality tests and maintenance At the City’s and/or PFA’s option, additional non-warranty repair parts that are not available in the existing PFA inventory may be purchased directly from the Service Provider at the currently published price list, less 15% discount. Such purchases will be invoiced separately as they occur. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE Services Agreement- 8270 SCBA Equipment Servicing Page 10 of 11 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City and PFA, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City and PFA with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City or PFA, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City or PFA may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees and PFA shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE No new insurance required Services Agreement- 8270 SCBA Equipment Servicing Page 11 of 11 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”), as agent, on behalf of the Poudre Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City and/or PFA or their employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City and/or PFA may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City and/or PFA, or that relates to the business of the City and/or PFA, or that is used by the City and/or PFA in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City and/or PFA). The Service Provider shall not disclose any such information to any person not having a legitimate need-to- know for purposes authorized by the City and/or PFA. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City and/or PFA. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City and/or PFA in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City and/or PFA, or the City and/or PFA so requests for any reason, the Service Provider shall promptly return to the City and/or PFA any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City and/or PFA’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City and/or PFA shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: CC763E46-68DE-4D1E-8AA9-A1CF6DB31BAE