HomeMy WebLinkAboutDocumentation_Regular_Tab 20_11/15/2021Agenda Item #20.
Regular Council
STAFF MEMO
Meeting: Regular Council - Nov 15 2021
Staff Contact: Doug Chambers, Director of Department: Public Works
Public Works
Approve Trane Air Conditioning Repair and Maintenance Agreement Extension
SUMMARY: j .1dw 49
Trane Air Conditioning Repair &Maintenance Agreement Extension
This document and any attachments may be reproduced upon request in an alternative format by completing
our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-0443.
Please review for approval the Trane A/C Repair & Maintenance Agreement Extension.
2021.10 Trane AC Memo Agreemnt Extension.ada (3) (OOQ
2021.10 Trane Sole Source Letter BAS Mechanical Labor Rate 10-19-2021
2021.10 Trane Renewal Letter - V-Hall Mechanical BAS Service Agreement #2594788
2021.10 Trane Renewal Letter - PSB BAS Service Agreement #2598814B - Revision 1
2021.10 Trane Renewal Letter - PSB Mechanical Service Agreement #2598814A - Revision 1
2021.10 Trane Renewal Letter - PSB Mechanical Service Agreement #2598814A - Revision 1
FY 2022 Trane 3- YEAR AC CONTRACT AGREEMENT
Page 346 of 433
Agenda Item #20.
Village
345 Tequesta Drive
Tequesta, FL 33469
To: Jeremy Allen, Village Manager
From: Douglas M. Chambers
Date: October 19, 2021
561-768-0700
www.tequesta.org
Subject: Trane Air Conditioning Repair & Maintenance Agreement Extension
The following agenda item references extending the air conditioning repair and maintenance
service agreement between the Village of Tequesta and Trane U.S. Incorporated through
September 30, 2024. Trane is the exclusive representative of the Trane products and software
systems in Village Hall and the Public Safety facility. Trane is the sole source warranty agent
for Trane mechanical and automation system components in the Village's facilities. The
agreement includes labor rates for mechanical and automation repair and maintenance
services. The labor rates extended to the Village of Tequesta are lower than the labor rates
established through Omnia Partners competitively solicited cooperative contracts agreements
for heating ventilation and air conditioning services. On an Annual basis, Trane will review all
building automation and mechanical system components and correct programming errors, failed
points, alarms, motor imbalance, variable speed drive parameters, calibrate thermostats and
humidity sensors, balance air flow, replace belts and refrigerant replacement. The annual cost is
$12,587.00. Funding for these services is budged in the building repair and maintenance
account 001-210-546.303. It is my recommendation to the Village Council to extend this
contract for an additional three years through September 30, 2024.
Vice -Mayor Kyle Stone Mayor Frank D'Ambra, III Council Member Laurie Brandon
Council Member Bruce Prince Council Member Molly Young
Village Manager Jeremy Allen
Page 347 of 433
Agenda Item #20.
Doug Chambers
Director
Department of Public Works
Page 348 of 433
Agenda20.
TRANS°
October 19, 2021
Village of Tequesta
Superintendent
Public Works
136 Bridge Road
Tequesta, FL 33469
Trane US Inc.
2884 Corporate Way
Miramar, FL 33025
Phone: (561)683-8227, Fax: (561)697-8714
The following letter is being provided to you explaining the reasons South Florida Trane is the OEM sole source provider
of Trane HVAC equipment and Tracer Summit Building Automation Controls in this market.
0 Trane US Inc. is the exclusive representative of the Trane product and software line used in your facilities.
• Trane US Inc. is the sole source warranty agent for the Trane Mechanical Systems and Tracer Building Automation
Systems in South Florida. Spanning from Vero Beach to the Florida Keys.
0 Trane US Inc. solely employs certified Tracer Building Automation System technicians in South Florida.
■ All software programming and engineering on the existing Tracer Building Automation System has been performed
in house by South Florida Trane.
• Trane US Inc. is the exclusive parts outlet for Trane Mechanical Systems and Tracer Building Automation Systems
in South Florida.
• As a factory representative, Trane US Inc. has access to proprietary software used to establish remote
communication via modem to hundreds of Tracer Building Automation Systems located in various facilities. This
software provides significant and valuable advantages such as troubleshooting and monitoring capabilities as well
as database back-up.
■ Trane US Inc. Technicians carry or have access to specially designed tools and test equipment required to service
Tracer Building Automation and Mechanical Systems properly.
0 Trane US Inc. provides training on Trane Mechanical Systems and Tracer Building Automation Systems.
0 Trane US Inc. provided "Start Up" on the Tracer Building Automation Systems at your facility.
• Trane US Inc. is continuously posted on software and hardware enhancements and/or revisions for the Tracer
Building Automation and Mechanical Systems equipment. Allowing constant interface between mechanical
equipment and Trane Tracer Summit.
• Trane US Inc. is the sole provider, and Trane is the sole manufacturer of both the Trane Tracer Building Automation
and Mechanical Systems equipment. In addition, South Florida Trane solely understands the complex relationship
between the two; South Florida Trane is the sole source provider of extended warranties on this Trane HVAC
System.
The above list includes many of the reasons why Trane US Inc. is a sole source provider for many owners and
facilities in South Florida. To provide a "Best -in Class" level of service to the Village of Tequesta, South Florida Trane
is recommending that we become your sole source provider for Trane products and services. Please call if you need
additional information.
Labor Rates ner Hour-.
BAS
Straight Time $1661Hr
Overtime $2491Hr
Holidays $3321Hr
Mechanical
Straight Time $1501Hr
Overtime $2251Hr
Holiday $3001Hr
Respectfully Submitted,
Will Worth
Account Manager
Trane
October 19, 2021
www.trane.com Page 349 of 433
Agenda Item;U20- Proposal ID2584788
iwow
rJMNE'
Village ofTequesta
345Village Drive
TranoU.S.Inc.
69O5Vista Parkway Ste. 11
West Palm Beach, FL 33411
Fax (581)687'8714
Service Contact: (561) 683-1521
Site Address:
TequestoVillage Hall
345Village Drive
SUBJECT: Continuation of Service Agreement 2594788 —Mechanical& BAS Scheduled Service Agreement
Your TraneService AgnaemenUsscheduled for renewal on1OM/2OQ1 Toaamurethat there will benointenopUonofservice
and benef its to Teq uesta Vil lage Hall your Service Agreem entwi 11 be extended through 9/30/2024. The adjusted Service
Fees for the renewal term for al I sites is set forth in the following table:
Contract Year
Annual Amount USD
Payment Term
Year 1
$4,196.00
Annual
Year 2
$4,196.00
Annual
Year 3
$4,196.00
Annual
If there is any reason why this Service Agreementshould not be extended through this period, please notify Trane in writing
30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services
beyond the renewal date atour standard time and material rates.
commencementof the Service Agreement. Invoice would be issued at start of the Agreementand is due net 15 daysfrom
date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is foradvance
pa menton|yundarthetemnastatedinthiaaeodonandianot applicable toonaditoerdtransactions. Please check the box to
select this discount option.
SCOPE OFSERVICE
The Scope of Serviceforthe new agreementperiod will remain the same as delivered in the current period.
TERMS &COND|lDONS
Terms & Conditions for the renewal period are attached.
CLARIFICATIONS
KVl[age ofTequeata0000unbngprocedurearequireapurchaaeorder forthe renewa|term .p|ease provdeyou rpurchaae
ordernumbertoTraneno|eos than3Odays phortothe renewe|date.
We value your business and look forward to continuing to serve and contribute to your organization's success.
Sincerely,
Will Worth
Account Manager
D" -- - QG# Uf 433
@2021 Trane All rights reserved Page I of 5 Rene wAl RgVFeft? t
Agenda ltem;U20- Proposal ID2584788
COV!D49NATIONAL EMERGENCY CLAUSE
The parties agree that they are entering intothis Agreementwhile the nation is in the midst of a national emergencydue to
the Covid-19pandemic("Covid-19Pandemic"). With the continued existence of Covid-1 9 Pandem ic and the evolving
guidelines and executive orders, it is difficultto determine the impactof the Covid-1 9 Pandemicon Trane'sperfomnanoo
underthis Agreement. Consequently, the parties agree asfollows:
1 Each party shall use commercially reasonable efforts toperform its obligations under the Agnaementonduomeet
the schedule and completion dates, aubjaottoprovisions below;
2. Each party will abide by any federal, state (US), provincial (Canada) or local orders, directives, or advisories
regarding the Covid-1 9 Pandem ic with respectto its performance of its obligations underthis Agreementand each
shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to
eoabide ortosafeguard its employees, agentyandsupp|iers;
3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or
developments regarding its obligations as the Covid-1 9 Pandemic situation evolves; and
4. If Trane's performance is delayed or suspended as a result of the Covid-1 9 Pandern ic, Trane shall be entitled to an
equitable ocUustmenttothe pnojectmchedu|eond/orUhecontract price.
Agenda Item;U20- Proposal ID: 2594788
TERMS AND CONDITIONS (SERVICE)
"Company" shall mean Trane U.S. Inc..
1. Agreement. These terms and conditions ("Terms") are an integral part of Company's offer and form the basis of any agreement (the "Ag reem ent") resulting
from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance
and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent
Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these
Terms as "Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at
https://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that
Company provides Customer with Connected Services, as defined in the Connected Services Terms.
3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to
Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions
of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer's order is
expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with
Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offerto perform
in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's
counter-offer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's
Terms and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend perform ante or,
at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement
shall be cancelled without any liability, other than Customer's obligation to pay for Services provided by Company to the date of cancellation.
4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise stated in the Proposal, Sery ice Fees are
based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to
the then prevailing overtime or emergency labor/labour rates. I n addition to the stated Service Fees, Customer shall pay all tax es not legally required to be paid
by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate.
5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of
the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maxi mum allowable
legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever
payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing
this Agreement.
6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend
performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all
Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due;
(b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty
furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or
comply with any material provision of this Agreement.
7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are
performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property
or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any
necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other
applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as
of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation
to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up
(if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written
quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from
the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to
connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer,
including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications
and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of
control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer
locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used
in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those
selected by Company as suitable forthe repair and may be parts not manufactured by Company.
8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work;
(b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment;
unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major
overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless watertreatment is expressly included in the Services, provide
professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company.
9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible foror
liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the
following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and
condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting
power wiring; recording or portable instruments, gauges orthermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to,
storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or
refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical Wring; ductwork or conduit; electrical distribution system; hydronic structural
supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, rn is adj ust m ent
or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low
voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation,
unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Evert
of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or
sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of
equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f)
Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or
alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening
and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop,
control, and other valves external to the device unless specifically included in the Agreement; 0) Any responsibility for design or redesign of the system or the
Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of
Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recomm endations concerning teardown and
internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in,
on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses
involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n)
Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in
no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or
damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation
Uf 433
02021 Trane All rights reserved Page 3 of 5 Renew 1 RoFeM9fit
AP I Q �- 2 594788
genda Ifin-m 92n-
Df a"",, anc fiii) Any claims- damages, losses,. or expenses, adsi� from or related to work dors by or seal ires prvvidled by individuals or enlities that
;are : 11 -, , i: hy %. - hl" by Cnmrtany.
10. Li mited Warranty. Company warrams Lhat: (a) the material manvral-.Lured by Compa ny and proyided to C ustom er in performarwe of the Services is free
f f om elef encl % in fn ate %I and manuf ac-1 ure tof a period of 12 rnnnths from 1 he earlier of the data of eqLJLpn)eril %tarl -vp or ron-plac-p-merit ; and (bj the lab r.
porivin of I he Maintur-:,-nca Surviccv, said Add I iunal Work has brc n pmpurly purformud For a podod of 90 day* From daLc of c om plution (tha "Limil-ud Vi.zi rrjirimy'�
Com pany obligal ions of equipmeni starl -up, if anare g tated in the Proposal, are col ermi -mus with the Limited Waffanty peniod. Defects m use be re rj:)rtec lo,
C urn pang within [hu Lim itud Wurr-anty purind -C umpany'* Qbligaliun -°)dur I he Lim iLud WarronLy is Nmited Lo ngxairirl� -or niwliau ing thy.` dufucl ivr, part at its upm. cm
and to corractirmg any laboo labou r impropervy performed by Compa - %1. No fiabilii� whatsoever shall stlach to Company L. nLil the Mairtenarw-.e Services and
Afjd it ional Work ha%e� boerl pffid for in lull. C;KC IuSiv-6-- Fr" [his Warro --, I y ine, lade cloiims. damages and itiK porisos ir, ji iv waV cmnecle(l will), Wale d to of
arise Rg from fa -ire or m elfu nrtion of eq uipment due to the fallowing : wear and leer, end of life failure; erosion; dele. riaral On: C ustorn Brr, failure W follcw
I vie f', nmpany ivii lt.pj maini eno ne-e p0nvnaullhorIzO or Im proper mqini enance -,, vnau1hoN&"4 or im per pwt,% oc im ate6al r(tl rigeMnk nol -.kiFVIied tyy Trgne;
and -- -: -d-f a: atic - s� maw by others Lo equipment. Company shall not be obligated to pay For the cost of host ref dgeirant or [Dr, 1 pr admt. Some cximponants of
PrIb :A11 ': 1; .1 I�' 1�offlp.111V fn-2y be Warraviled dif-e-r-1:1V ffam lhe- Component supplier, in wlhlrh Cnoe 111hi% Lim iled Werr gtie y SMII r1ol apply to Iho!je
cum pone:As and any -eo arranty of such cinmponenila shah be the warranty given by such -componer-1 supplier. N wwithstanding the Foiregaing, all warranties pravided
hpremn tpm Inale upon termonation or cwsoellai Ion of 1 hls Agreement . Equipm ent, mete ial anci?ar parts tinal am, not manufairtu ram! by Cornpan , � ere re not warranAe-d
by Compa iy and have such warranties 4& may be ex Lende%d by i he res pective manufac-,. ru r. T H E R EM EH I ES SET FORTH I N TH I S LIM ITEM WAR RANT-Y ARE
THE SOL E AND EXC LUSIVE REM EDI ITS IF OR WARRAN TY C LAI M S PROM ICED B y C OMPAN Y T 0 CUSTOM ER to N I)E R I HIS AGR ITEMEN T AND ARE IN
LPEU OF ALL OTKIER WARRANT IFS ANO LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES. WHIETRER IN CONTRACT, WARRANTY, STATUTE
OR 7 ORT (I NC LUDI N Q N EGLlGI=N C El. E: XPRESS OR I MPLI ED, I N LAW OR I N FAC T_ I N C L U D I NG AN Y INN PLIE D WAR RANT I ES OF MERCHAN TAB I LIT'
AND FIT N ESS F OR A PAR TIC U LAR P!, I R POE F AN DIOR OT H ERS ARI SI N G F RO M C OU R SE OF 0 EALI N 0 OR, TRADE. C OM PANY EX PR ES Y
DISCLAIMS AN, Y REPRESENTATIONS OR WAR HANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR, IMPLIES, INCLUDING ANY
I MIPL I ED WAR RAN T 1 E$ OF QUALITY. F I T14 E SS. M ERC H ANTAIRIL ITY, ID U R AB I LITY AN D! OR 07 H F R ES AR I SI NQ F RG M C C3 U R SE OF ID EALI N G OR TRADE
OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANTY OF ANY
KIND, INCLUDINQ 11f,rARRAP4TY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PLJRPOSE, 15 MADE REGARDING PREVENTINCA
ELIMINATING. REDUCING OR INHIBITING ANY MOLD, FUNGUS. BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS
(INULUDING COWD-19 OR ANY SIMILAR VIRUSM (COLLECTIVELY, WHETHER INVOLVING OR IN CONNECTION WITH
EQ U I PY E N T, AN Y CO PON ENT THIEF EO F. SE RVI CE S OR OTH ERWISE. I N NO EVEN T SH AL L THAN E HAVE AN Y L IABIL IT'S F OR T H E PR EVENTI ON,
ELIMINAr ION, REDUCTION o-R INHIBITION OF THE CROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CUNKIEtTION WITH ANY
ECRJIPM,ENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES
THERETO.
11, 1 n dumn i ily. T� ilMax irrhum -OxNrot pam il.Lod by luw. Company zhild CusLomer shall indi:�--i riFy a -)J bo,d hFir7ri luti* C-_dch other I ,Qm onyx and all clairn5 . zb,.- tiur'�.
cosis, expenses, demagaB and liabilities, including reasonable stioirneys' fass, reaulling from death or :odily injury or damage t-D real -Dr personal property. -.o the
umejit cow ed t>y the, negli!;Iience or mis-c-ondmi. ul I he indemr0ying party. andloe its rw 00cliv u ram plupN% oe oth& autWized -agefifis in conriec I ion with 1 iwir
aclivfties within the scope of this Agreement- N-aither parly shell indern nif y lt�s alher against claims, dsmagar,, expenses, or liabilities to the exteni attdbutable to
I he asks or omiss Ions of they <31 her' party or j1hird p-,Irlles. I f the parties are ljovi at f aul[, the ob1IV1 Ion 10 Indem MIEN 3 hall I)e prK>portion.i3l tK> 1 heir F(flative 1.3kill Thz�
dwy °l D indemnify and hold harmless wilt c-ankinue in full fame seed effeC.L, nolwith:slanding the expire ion or eady termirkati an of this Agreem eni , -Nvitl- rBrpert to arr/
mnl -n � r-1 i-- f 20IS or Q0ftdjtIQwB 111.11 M-Mirf-P-0 prior to ex p1ml hon ff I Pf m nal icr. of I his Agreem ent.
12 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL. INCIDENITAL,
I N D I R ECT. 0 I� C ONSET ENTIAL LOSSES OR 11 AMAGES Of AN Y K I N D (I N C L U ID1 N G W I THOU T L I M ITAT I ON R ErRdr.ERAN T LOSS, PR 0 D U C T L Oss.
LOST NEVER U E OR PROF ITS, OR L IABI L ITY TO TH I R D PARTIES). OR. IP U N I T IVE DAM AG ES W H ETH ER BASED I H CONT RACT, WAR R AIYT Y. aTAT UTE
TORT (INCLUDING NEGLIGENCE), STRICT LASILITY, INDEMNITY OR ANY OTHER LIEGAL THEORY OR FACTS. N OTWITHSTAN D I N U ANY OTHER
PROVI SIGN 0 F THIS AGR EEMIENT, T H E TOTAL AN D AG GR EGATE L I AS I L I TY OF T H E COM PANY TO TH E C U ST OMER WITH RESPECT TO AN Y AN D
AL L C LAI M S CON N EC TE D WIT H, RELATED TO OR AR I SI NG F ROM TH E PER F OR MANC E OR N ON -PER F ORMAN CE OF T H I S AGREEM ENT, WH ET HER
BASED I N C 0 NTR gyrT, W AR RANTY. 5TAT UTIE, TORT (I N C L Lj D I N 0 N EGLIGEN C IE J, STR I C T L IASIL ITY, I N 0 EM N I TY OR AN Y OT H ER L EGAL TV4 FORY
OR F ACT S. S HALL N OT EX C EED T H E COMPEN SAT I ON REC El VE D B Y C OMPAN Y OVER THE 12 M ON T H PE R I OD PREC EDING TH E DAT E OF
OCCURRENCE FOR TH I SERVICES AND AI)DITIONAL WORK FOR THE LOCATICIN WHERE THE LOSS OCCURRED. IIN NO [:VENT SHALL COMPANY
BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLDIMOULD, FU NGUS, BACTERIA, MICROBIAL GROYff H,
OR {ETHER CONTAMINATES OR AIRBORNE BIDLOGICAL ArENTS- TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY $HALL NOT BE
LIABLE FOR ANY OF THE FOLLOWING rN CON NECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVIC ES- INTERRUFF10N,
I)ELETION, DEFECT, I)ELAY IN OPERATION OR TRANSMI$510N., CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS, COMMUNICATION
FAILURE; THEFT OR DESTRUCTION OF DATA: GAPS IN DATA COLLECTED: AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR
COMMUNICATIONS NETWORK.
13. C OVI 0 -1!1 L I MITATPON ON L I ASI L ITY, The Lruri* rn ission of Goa-1 9 muy occur in a Yar,4pty of ways and c iruum*i Lary: s, mi -)y rj': ' --iu tau L?acts o., w-1-hiuF _ire
currently rat known- HVAC syslemr,, pmduci s, sefvicELS and 01 her aff4ei-Ings have no4 been lested f or weir effectlyeneEs ri re -:0ijcinc I he s pread -of COVI D-1 9
inclvJinn i hrou!A Lh* air in C fted qYnyir0nr'n*nI �.. I N NO EVEN T W I L L T R AJ41E DIE L IA8L E U NO E R TPIII 5 AGR EEM EN T OR OT H ERWI SE F OR AN Y ACTPON
OR C LAI M, WH ETHER BASED ON WARRAN TY, C OBIT RACT, TO R T OR OTH ERWISE. FOR ANY BOD I LY I N JU R Y SIN C LIED I N G D EAT H) OR ANY OTHER
LIABILITIES,. DAMAGES OR COSTS RELATED TO COVID-19 JINCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF)
(C OL LECT I VE LY, -CWD -19 L IABIL ITIES11) AN D CUSTOM ER H EREBY EXPRESSLY R ELEASES T RAN E FROM ANY SUC H COVID 49 LIAB I L17 I ES_
14- Aah-&&tan f] H a flo.6 Illy le f!jjrj' e f �l Iff Pni , r_%IPn -)ijli enntrnl. di%posal, rem�nwql of f
gpid*pt M;IW I.A[$_ Thy !�Pry Ces ex preq n% ly pxe lij 04he work
con -ectec with as be-sicis polychlorinaled biphenyl CPCB), or other hazarcous m atenals (co *ctivelyr. -lazardous MaLeda S "I. C ustorner warrants and represents
I ling I hpre.6 nfp no H.qZ86010LIS Matp.6fial$ on the p f F- rn oe!s I hat W I I I in a n y wo.nj y n 1 ff-- f% t C 'X) rr p. a i '& pe- f f n i r) la n f% �. ex r e6-pI ;3-; se-d feel h in a wrlting swgned tq 1om piny
disc; using the ex istenc.Aq and local ion of any Hazardous Matedels in all areas wiLhin whict- C om pany wo ill be perform ing. ShoukJ Company become aware of or
he presence of Hazardo_j% Malerlals, Com pany m ay im ined al ely s I rip work irl 1 he affectM ares and rborlf y C ustocrier. C ustarrie r w ill be respon-sible for
comma Ling Lhe condition in a-ccurclaince with all applicable laws and r4qgulaLl ions . C usiomeir shall be exclu siyely res ponsible f'OF and :s hall indemnify and hold
harm less C ompany �includi � its employees, agenlg and subcontraci-ors) f rom and againEll any log s, claim. liability. fees , pens, [ties, injury (including Beth � or
liabiliLy of any nalurc. and tle pay m unt I he of. wising out of or ralaling 10 any H amFdous Materials 00 or about the prum isms . rml: bFoughl onto tt* pf*rnisc--,s tri
Corn pany. Cam pany 9 hall to requ fired o rerum a perfEirmance only in 1 he abgance of Hazardous Matedsts or when the iaf f ecied are a hag been rendered narmles E%
I n rio evool !00 1 C orn pang uU vptcd I u traii S-000 or h)ii(ilr,- H 0ir<kws M atenals, peowide` and P%ol.lces to arvV -goweromic-NI Al ;D! oney . or o`xamine the premise�
site for the presence of H azardaus M sterials-
15-- 1 n suFan cc. Com darn aqroo!� to miairblain Cho FolloWirhl 111�klril ii(7ij 0 urinrl 1 lie terra 04 this ftmement w4h lirn4L& not loss 1 Ilan s hown below and will u Pon
request froml CLitstamer, prow ids a. -C artif kate of evidencing Lhe followi -kg coverage:
Oom met-clal mineral LIaNlil y S 2. (X)O. 0 1)0 p e r cx- c. j f f P ric e--
ALA-Dmooils Liability 12. GOD. OGO C SL
Workers Campensal �n $tatuiory Lim Its
I F Gus Lomer has rqgque* Led to be nam ad as an additional im urad unda - C ompany's insurance policy, C ompany w ill do -s,-) bul only s ubjeci Lo Corn parry's manusc ript
add ranal insueed endamement under ii-R pnmary Cornmemial Ceneral Liability policiea. In rkQ -event, -does Com pany or its insurer waive righls of subrogal ion.
16 F urce Majou re. Cum pang *s du':y Lo rForm under Lhis Agrcurnur- I is conLingenl: upon the non -occljrrcnct� of an EvanL of Force Ll ajcvr.c. If C ompany is
unat,')le to c.-if f, - out anV material obligation uncser, tho Agreerneril -due 1-o an Event of Force Mapure, 1 his Agreement shell all Co mpany's election (ij rerr airy in sited
but C. urnpany's obligal kin* s holl k:-u *u* puridtd unlil Lft wwuril rjljib-. u. u%miii, term in It or �iii) bu Jurnlirialud von 10 daj !& ' nolics to C U!Sjorm i9r. m whi�: h @Ycrt
Gusiomer shall pay Corn partly for all pares of the, Sery imcer, f Lirnist9ed to 1 he dale of -.erminarth3n- An 'Event of Force M ejeur-a" shall mean any cause or event �eymxIl
I C .0 0 10001 Carl v *4 .hc� control or Cum paroy. WNhout Ii m itin!� 1 lie Event r)l r uroi� Lil ojoji U- irC act$ or Gocl,' acts or teeforism , w or of thz� public r, rr, y; r , I ju
light ning- tornado; storm; fire; civ it disobBdiff�s; pandm ir,,- ins urmci iDna; FiDts: iLabar., abaur dispmABs: lab-arflabDur or material a harts�ps from th e usual rciurcas
Lir skjppiV. res4raini hy court, or -der or pU"k-, q L11 horlty (Whel her -wMi(I rf iriv Cirld action or -non -iiei ion t>y or, i naLMily ro MIain c)f keep In i,
necessary go-fie-nmental au1hDdZa1iDn!s, parmft, licenses, -.9rd-kates or apDrovsk if not raused by Company{: and the mquiremerts of any applicable governmc I
in any rn.q -tie Fr 1 rSal Lliyerl & e.6�1 hAr Ine in;pierla I -or Itie finis hers PMdL10 I n the rhi'eel -or irldif ar-1 bene-11 ref tre, fjnv.Pf nrneml.
'1T_M ainten ainc.-B Services 011her Than Sollel y Soh edu I.Bd Service, If C ompany's M ainienance Seer 11:-135 I-ereurider are nag limited solely Lo Scheduled Servic c-.
thp6followi erg prima- isir. -)R shall also apply: [a) R N-ulred reslof ationsham be peif-omied by C ustomeral it s coy I prior to Coin partly being obligated 1-o perform hereunder:
C3 k j q�Uf 433
92021 Trane All rights reserved Page 4 of 5 Ran ewAlIr-P e�
Agenda Item020- Proposal ID- 2594788
(b) any changes, adjustments, service or repairs made to the Equipment by any party other than Company, unless approved by Company in writing, may, at
Company's option, terminate Company's obligation to render further service to the Equipment so affected; in such case no refund of any portion of the Service
Fees shall be made; and (c) Customer shall (i) promptly notify Company of any unusual performance of Equipment; (ii) permit only Company personnel to repair
or adjust Equipment and/or controls during the Term or a Renewal Term; and (iii) utilize qualified personnel to properly operate the Equipment in accordance with
the applicable operating manuals and recommended procedures.
18. General. Except as provided below, to the maximum extent provided by law, this Agreement is made acid shall be interpreted and enforced in accordance
with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by
litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned andlor
operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal
common law of Government contracts as enunciated and applied by United States Federal judicial bodies, and boards of contract appeals of the United States
Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous
understandings, commitments or agreements, oral or written, related to the Services- If any term or condition of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full force and eff ect as long as the economic or legal substance
of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer.. or convey this Agreement, or
any part hereof, without the written consent of Company- Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and
their permitted successors and assigns- This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an
original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an
original. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of Company.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective successors and assigns. No failure or delay by
the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right -or remedy.
19. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246, as amended,
and the applicable regulations contained in 41 C. F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C. F.R. Part
60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471, appendix
A to subpart A, regarding the notice of employee rights In the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act
1982 (U. K,) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada.
20. U.S. Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that
all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In
particular, Company agrees to be bound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR 52-212-
5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect
sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-
8. 52.222-26, 52.222-35, 52,222-361 52,222-39; 52.247-64, If the Services are in connection with a U.S. Government contract., Customer certifies that it has
provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the
contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its
ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides
Company with a true, correct and complete executed copy of the prime contract, Upon request, C ust o m e r will provide copies to Company of all requested written
communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any
communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from
Company prior to providing any government official any information about Company's performance of the Services that are the subject of the Proposal or this
Agreement, other than the Proposal or this Agreement.
21. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U -S.) or a First Nation or Band Council (in Canada), Customer, whether acting
in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1)
hereby provides this I im ited waiver or Its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein "Action") brought against Customer by
Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in
contract, tort, strict liability, civil liability or any other legal theory', (2) agrees that jurisdiction and venue for any s uc h Action shall be proper and valid (a) if Customer
is in t h e U.S., in any state or United States court located in the state in which Company is performing this Ag ree m ent or (b) if Customer is in Canada, in the superior
court of the province or territory in which the work was performed; (3) expressly consents to such Action.. and waives any objection to jurisdiction or venue: (4)
waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly
acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any
action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its
payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that s uch individual is duly authorized
to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in
accordance with its terms_
1-26-130-7 (0720)
Supersedes 1-26.130-7 (0919)
DMON-0 QG; f 433
@2021 Trane All rights reserved Page 5 of 5 Renew dl 9gV?eMVTn
Agenda Item #20.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records,. CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 355 of 433
Agenda Item #20.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("'ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WK"), Web Accessibility Initiative UWAI"), available at
www.w3.org/TR/WCAG/."
Page 356 of 433
Agenda Item #20- Proposal ID: 2598814B
WOW
or A
rJ tME'
September 29, 2021
Village of Tequesta
345 Village Drive
Tequesta, FL 33469
Trane U.S. Inc.
6965 Vista Parkway North, Ste. 11
West Palm Beach, FL 33411
Fax- (561) 697-8714
Service Contact: (561) 683-1521
Site Address:
Tequesta Public Safety Facility
357 Village Drive
Tequesta, FL 33469
SUBJECT: Continuation of Service Agreement 2598814B — BAS Scheduled Service Agreement
Your Trane Service Agreement is scheduled for renewal on 10/11/2021. To assure that there will be no interruption of service
and benefits to Tequesta Public Safety your Service Agreement will be extended through 9/30/2024. The adjusted Service
Fees for the renewal term for all sites is set forth in the following table:
Contract Year
Annual Amount USD
Payment Term
Year 1
$2796
Annual
Year 2
$2,796
Annual
Year 3
$2796
Annual
If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing
30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services
beyond the renewal date at our standard time and material rates.
0 Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the
commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from
date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is for advance
payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to
select this discount option.
SCOPE OF SERVICE
The Scope of Service for the new agreement period will remain the same as delivered in the current period.
The hourly labor rates for Building Automation and Mechanical Technicians will be adjusted to the following:
BAS
Straight Time $1661Hr
Overtime $2491Hr
Holidays $3321Hr
Mechanical
Straight Time $1501Hr
Overtime $2251Hr
Holiday $3001Hr
TERMS & CONDITIONS
Terms & Conditions for the renewal period are attached.
CLARIFICATIONS
If Village of Tequesta accounting procedures require a purchase order for the renewal term, please provide your purchase
order number to Trane no less than 30 days prior to the renewal date.
-7--o
@2021 Trane All rights reserved Page I of 5 Renew & R eMV& f 4
#5;%3%3
Agenda Item #20- Proposal ID: 2598814B
We value your business and look forward to continuing to serve and contribute to yourorganization's success.
Sincerely,
Will Worth
Account Manager
Trane
COVID'19 NATIONAL EMERGENCY CLAUSE
The parties agree that they are entering into this Agreement while the nation is in the midst ofanational emergency due to
the Covid'18pandemic ("Covid'19Pandamio^). With the continued existence ofCovid-19Pondemioand the evolving
guidelines and executive orders, it is difficult to determine the impact ofthe Covid'18 Pandemic on Tnane's performance
under this Agreement. Consequently, the parties agree eefollows:
1 Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet
the schedule and completion deuaa, subject to provisions below;
2. Each party will abide by any federal, state (US), provincial (Canada) or local orders, directives, or advisories
regarding the Covid-1 9 Pandemic. with respect to its performance of its obligations under this Agreement and each
shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to
so abide or to safeguard its employees, subcontractors, agents and suppliers;
3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or
developments regarding its obligations as the Covid-1 9 Pandemic situation evolves; and
4. If Trane's performance is delayed or suspended as a result of the Covid-1 9 Pandemic, Trane shall be entitled to an
equitable adjustment tothe project schedule and/or the contract price.
@2021 Trane All rights reserved Page 2 of 5 Rene wc-P- R
Agenda Item #20- Proposal ID: 2598814B
TERMS AND CONDITIONS (SERVICE)
"Company" shall mean Trane U.S. Inc..
1. Agreement. These terms and conditions ("Terms") are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting
from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance
and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent
Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these
Terms as "Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at
hftps://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that
Company provides Customer with Connected Services, as defined in the Connected Services Terms.
3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to
Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions
of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer's order is
expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with
Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to perform
in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's
counter-offer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's
Terms and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or,
at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement
shall be cancelled without any liability, other than Customer's obligation to pay for Services provided by Company to the date of cancellation.
4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are
based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to
the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid
by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate.
5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of
the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable
legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever
payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing
this Agreement.
6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend
performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all
Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due;
(b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty
furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or
comply with any material provision of this Agreement.
7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are
performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property
or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any
necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other
applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as
of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation
to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up
(if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written
quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from
the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to
connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer,
including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications
and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of
control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer
locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used
in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those
selected by Company as suitable for the repair and may be parts not manufactured by Company.
8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work;
(b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment;
unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major
overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide
professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company.
9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or
liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the
following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and
condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting
power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to,
storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or
refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or conduit; electrical distribution system; hydronic structural
supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment
or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low
voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation,
unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event
of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or
sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of
equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f)
Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or
alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening
and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop,
control, and other valves external to the device unless specifically included in the Agreement; 0) Any responsibility for design or redesign of the system or the
Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of
Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recommendations concerning teardown and
internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in,
on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses
involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n)
Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in
no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or
damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation
r-% - -_ - f 433
@2021 Trane All rights reserved Page 3 of 5 Renew ci/- 9*5;eMVM '
Agenda Item 92(1- Proposal ID- 25988148
of an-ti i s.. i i a -id i I Any cl aims d.= — ne. ps 'osses, or expense. ri, arising from or related ir, work done by or ser.., ces provided lby incfividuals. or entities that
,are 1, 1: ".,j of nired hV Crimpnii-
0- 1 -d Ww rijoty. Qompar% -e kvar'. ii i Is -1, 1 :,q E ire matenai manufacIvro by -uciryionv ano of ovoec to c�vsiorner in pe-irformance of they Services is fr-ee
Iron) cufucks ini mall:' :il ijr'i-d mariulau[jru leir a puriod of 12 months Irom thl.. aarli�r OF Lliu dolo EA -Oquiprritnt *turf -up 04 r*pIa(*MG;:iiL; and. fb) 1he laborflawur
poortion raf the h1ainienaince 3.8rvices ana Addil.brial Work has been properly performed for a, period of 90 cays from date of completion (itm "Limiled Warrar-tty").
Company obligations of ecuipmenl slart-up, if any are slated in the Propersal, eir-a cotermirvaus with 11-re Limited Warranty period,. Defects musi be reported lo
Company within the Limited Warran-V period. Company's obligation under the Lirrined Warra nth' is Ii rr ited 41c, repairing or replan ing the defective part at rta option
,3 11 d, 1(3 correct) ng any I@ pmpefy performed bompan. N 0 luabil i[V whalloe-vf Shall altach to Compan' until Me Malrile-rianrvicano
Addilvir-A "Po'Lm-k Itavu beoni pLaid fur in lull. Exdusiw, from Warranty snuludu Maims, lassos, dam@8 arid q9XP4nSaS iri any way wi-irwul.-cd rul{ikiud to CW
arisir- g from failure or malfurcUon of equ ipment due to the id lowing: wear and tear; i9nd of life failu ru: corrosion; en3sicin; dele,iciration; Custurner's fail ure to follcw
the Company -provided maintenance plan; unauthorized -or imprc(per maintenance; unauthorized or improper parts or material; refrigerant nol supplied by Trane;
and mo-dificalionr, made by ethers to equipment. Company shall nCA be obligated to pay for the com of lost refrige rani or last pirciducl. Some oDmpqnen-.-s of
equipment mai,.jfarrijnF-1 l7q 0,rxnpany rnaV he.- warrantp(l (jirWIV fnDrn lhp, r-,orripone-rit 5up . , in which ergo rhis Limilo Warranl�! mall qnt apply to tho,�e
pliK
oompone�nts and Liijy w;a-f f antV of sL4h- com per erils z3� all Li& Me warranly q iven b� Pc,,)er)1 sul) APZ Ni*.+.Fjijhsjq
riding the fore inej. all warfantses pri:Nloed
hp,r,?-in wrr-inate vpon termmatjon or can oeIles on of rhic; Air
Fq uipm-pi-i-I mnrprial an(Vnr parts. 1hat af P lielt r-nariLlfariore-d Com1paryy are.n.qr warr-.3 nrpa
by q inrF ur:1 iwarranilles as may %tie- e Ocr JnA tiV thu,-- e,� i i i�i - itirkie.-Fi it .r THE RE M EDIES SET FORTH IN TH I$ LIMITED WARRAN TY ARE
TH E SOLE AN D EX L U SIVE REME 0 IIES FOR WA R RANTY G LAI M 5 P ROV ICE 9 BY C OMPAN YTO CUSTOMER U N DER TH I S AGREEMENT AN D ARE I N
LIEU OF ALL OTHE R WA R RAINTIES AND LIABILITIE 9- ILLAB I L ITI ES, CON DIT ION S AN D REMEDIES, WMETH ER IN CONTRACT- WARRAN TY. STAT UTE
OR T01RT (INCLUDIN IS NEGLIGENCE1, F_XPRES S 0 R IMP LIE D. I N LAW OR I N FACT I N C L U DJNG ANY IMP LIED WAR RANT IES OF MERC H AN TABI L ITY
AND FITNESS FOk A PAR71CULAR PORPOSE ANDJOR LirHE:RS ARISING FROM COURSE OF fDCAFL iNCI OR TRADE- COMPANY EXPRESSLY
0 IS 17, L A 11`05 AN Y RE PIRESENTATIION S OR WA R RA OJT 1153, ENVORSE: MENT$ OR C o N r) ITI 0 Ve,-, OF AN Y ICI N 1), FX PRE,%$ OR IMPL I E_ 13, INCLVDI N Q ANY
IMFL I ELF WARRANTIES 0 F QUALIFY Y, FITNESS, MERG H ANITABI L ITY, D U RABILIFTY AN DIOR OTHERS R I'S I N G FROM COB RSE OF DE ALI NG OR TRADE
OR REGARDING PREVENTION BY THE SCOPE OF SERVICES- OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANTY OF ANY
KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FtTNIESS FOR PARTICULAR PURPOSE. IS MADE REGARDING PREVENTING,
ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FLINGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY ('TH ER CONTAMINANTS
(INC,LIJ-101NO COVIIDT19 OR ANY SIMILAR V[R,1j-$) I COLLEC-TIIVSLY. -CONTAPAINAINTS"j, WHI::1HER INVOLVING iN 12,0NNECTIDEA WITH
EQU IPMENT. ANY COMPON F OJT THEREOF, S ERVICES OR OTHE RWI,%E. IIN NO EVE HT I AL L T RA N r k I AVE AN Y LIA51LITY FOR TH E P R E V E N TION,
ELI hi I NAT ION, REDUCTIO N 0 R I N H I B ITIO N OF TH E GROVVTH OR SPIRE AD OF 5 UC H CO NTA M I NA SIT S INVOLVING OR IN CONINE CT10 N WITH ANY
EQUIPMENT- ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWILDGES AND AGREES
THERETO-
11 - I ndemnily . Tc.- I he maxim ijm ek 1enl perm I-ed by law, Companyand Cumorrier seal I ind. e— nil-yaric hold harrrils.;; eaclh o*,er frnm any and all claims. acdons,
COOS (vcm *u.-. : I. ai1d - :11"- lncludinreasonable attorn e-VV fees. resulting Iron) deallof bodily ir'ji.iry u-- lama g-o to feeil or persot- ; it I : - tV. W the
exLent caw5ad by the r-uyl gunrle nr miscmduct of the indemnrFyirtg paFlyr, ancYor ih reGwcI:ivg urnVoyaos or oLlier aufficyizud agenhi in uuriuction wiLh Ilh6r
acbAties. -ivil.,hin the scope of 1h7 s. Agreement. lNeither pa rty shall indemnify the other againsi clai ms, damages. oxpensei, cw liabililies. lo 1he extent atilribulable ID
tm ects, or cimissions of the othe r party or third parties. If the parlier, are bolh at fault, the -obi igation to inderr nify shal I be prapDrlional lo theiii- relative fault. Tha
duly its indeminify anh rnIc,. riamiiess v.. I mntin Lie in full force and effeV, namithstsniding the expi ratio: nr es rly 1�rrriination of this Agreement, with respeci to any
cinlrriq hased rin f�cF. -ii rnri�jitif% -i& -1%,7jl rr prior to expi f ntvn or terminatlon f llhiqAqrpk-- — r!rr
12 L imitaflon *1 Liabi I illy. NOT IT N STANVIIN 0 A NYTHIN 0 TO TN E CONTRARY, IN 'Fr I I r R PARTY $11-11ALL 151 E LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT, OR G 0 N'SEQUIE NTIAL LOSSES OR CA MACES OF ANY KIND JINCLUDING WITHOUT LI M ITATION REFRIGE RANT LOSS, PRODUCT LO SS,
LOST REVENUE 0 R PROFITS, OR LIA B ILITY TO THIRD PARTIES), OR PUNIFTIVE CAMA GE S WH ETH E R BASED IN CONTRACT, WARRANTY. STATU TE_
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS- NOTWITHSTANDING ANY OTHER
PROVISIO N OF THIS AG R EE MENT7 TH E TOTAL AN D A REGAT E tIABILITY OF THE C OMPAN Y TO TH E CUSTOMER WIT H RESPECT TO AN Y AND
AL L CLAI M$ aONNEr, TED WITH, RE LAT ED TO OR AR ISI NG P ROM T H E PERF()RMANCE OR NON1 PE R FORMANCE OF THIS AG R EE M EDIT, W H ETHER
BASE IN CONTRAT, WARRANTY, STATUTE, TORT (INCLUDING NE-13LIGIENCEJ, 3TRICT LIABIUTY, INDEMNITY OR ANY OTHER LEGAL THEORY
OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF
OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY
S E LIAB LE F 0 R. ANY DAMAGES (WHETH ER DIRECT OR I N D IRE CT) RE SULTING FROM MO L DjMOLI LD, FUNGUS, SACTE R IA, MICRO B IAL GR.OWTH.
[)R C17 H ER O.CINTAM MATES OR AARISOM N E BIC LOC ICAL AC ENTS. TO, THE MAXIMIJM EXTE N r ALLOWE 0 13Y LAW, COMPA N'y S HALL NOT a E
LIABLE FOR ANY OF TH E FOLLOMHO I N G ONNE GTION WITH PROVIDING TH E ENERGY A N 11 El U I 1 7) INN PC RFORMANCE 5 E RV ICE 5 - INTr R R U PTI 0 N.
DELETION, DEFECT. DELAY IN OPERATPOIN OR TRANSMISSION; CUSTOMER'S NETWORK 55FCURITY; COMPUTER VIRUS; COMMUNICATION
FAILURE; THIEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED-, AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR
COMMUNICATI ONS NETWORK.
13- COVID49 LIMITATION ON LIABIL IY. The iransmission of COVID-19 may or -cur in a variety of way4 pnrifourn-staw-es, many of the .1;rjPCJF- of wh.---, Z.fP
frenl;IV n<)t knCrb&,n HVAC &,e- iiioducls. ser-uioer�- qnrl nthia-f offefinq% li-,ive not t>e", teslle(l fnr rhew effectlyeness in re<jUrIrLq. lh-e of :-.I I.'. '-j
inclucjiriLhro- u.gh lhG- ai f in rt l -.:iJ ranyironmnts. IN NO EVENT WI LL TRAN E BE LPABLE UNDE R TH 15 AGRIE E MENT OR OTHE RWIZE FOR AN Y ACT ION
OR CLAIM, WHETH ER BASE D ON WARRANTY, CONTRACT, TORT OR OTH EIRWISE, FOR ANY BODILY I NJURY (INCLUDING DEATH � OR AN Y OTH EIR
LIABILITIES. DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD- TRANSMISS11ON Oft CONTAMINATION THEREOF)
(CO LLECTIVE LY, LCOV[D_l q LIABILIT IES"') AN D C LISTOMER H EREBY E XPRESSLY RE LEASES TRANE FROM ANY SUCH r,,GVI D-1 9 LIAO ILITI ES.
14- Aslbesllpwr arki:11 Hazairdows Mvtefj;0jIR. 1-11(! L"Ltif.JJCLes empff,�-:,-ly nkf%,Iu<jei:Syr i0entihcqtiryi 91.)arernerl. cleani.�p fontroi, dIsposal . rewownl of M%e-i -m-,r-ek
oonr cl.-Od with asbe,9109 ( ;0lychlorinat-ed b4phanyl (OPC.13"), Or LY!h�-i - i; i % i dour materials 1-wila<11voly, 'H@y-ardous klatorials" �. Cuslowt wartar Is arld r-upf u!sci its
that Lhang a re no Hazard-ous Materials on the prigmis" Uhat wil' i -- ur®y way a Ff ram Curnpa ny's perhirmancrit, oam;opm. as Ejet forilh in a wrilirbg signed Lyy Company
disclosing the existence and localion of any Hazardous Materials wri EAl a roas within which Company Yoi 11 be perf arm ing. Should Ccanipany besome awarn of or
suspect the presence of Haz, mous Materials, Company may immediately st-op work in the affected area and nohfw Customer_ Customer will be responsible for
Torre clin.q the . cond. li-on i -i aron -da -ice with all applicable tws aa. Mregullaticm$. CLF%iorner shall two- PXCIL. F. nesponsibge for Anil sr' all i riderrinify and hold
h -,3 rrn 1,P,,R s C 0 M pa i ly I i i I e 1. f I i q q Irkem- p 1 oye e s aq e nr % -,3 n d s u V.xn n t rki M, o f c.) firm a ncl Nainst any I nF.F." i*.I.') 11i3hil 1V f ",,% perialile,%. inn ury (incivoinq (Je.-.ath ; or
liability of any nakji u. u -id the p@yryient ftwiarising out or of reAatirl� 1.0 arl y- 111*,Lardous M@ leri�i .- r -i i i, I - L- F, - urnuse-S, wL lbrw, ghL onto the ors: '-i I by
-Company.- Compa nysh-ibil bu uqjirePd 10 raturrm performanve only in the Libymrice of Hazardou*i Motr As r2r when the afiwqd a r-sa hat, Lm9en ronderc J --:-ir --- uus.
In no eivent shall Ccm Darfy be obligated I:o bransporl or he ndle Hazardous Malerials, provide ary no -ices to any goverramnia agency, or exam ine 1he premises
vie for the presance of Hazardous Matermle-
15- Insurance. Cni-ripany ag r-eeq- t-n wintain the follmmng in:%urance -during the tPrrn of this Agreement wilh limits ncA IF.-qs Ilhan -%hoihin Lm.PIc;,.v and will . own
rq uest Irom Gustmar, proyidie a CoAlicale ol ctvi-lensing the lrolli:W n, coveragpo
-Commeruial general Liability $2,W0,000 per occurFarkos
AulonwN k3 Liabil I-q $2.000.000 ES
Workers. CompensaJon Stetutcwy Limits
I� Ci_msimer has req ije-9tecl t-p k>e narnM as an additional in-carrea uriodimr orwn pany'r, insuranoe polirV. Cqmpany -will di? w t)ut only wbie,0 to Co— ps -q s rrisnuscriprt
00 03r7al in rid endorsemenil un-der i Is pnwarV Comm-ef cial General Llabilov policies k. 1,1 r C),,
in rbo ever)l doe-s Comparl V or Its Insurer w ,,,ley 110 11
I E® ILor4:([ Militi,41rig. C0111pany'S -duly Jo perrorm u ndar thisv Agri2*n1CnL iS Writiogent upon the rion -occurrerbw of an EW01 -of F&OO ML-djUL11 I:- IF COMPELI lye 4
unable to -rarry out arty malerial cybligaticn u rider this Agreement d ue La an Event c4 Force Mich ou re. thi-s Agreemeril. shall at Cumpany's election : i --umain in @59rL
lbul Companys, obligaticns shall be su soerrded until the unmnirolla ble -event terminates or i'i be le rminated upon 10 -days- notice ID Cusborric . n which avent
Customer shall pay Company for all parrs of the Services furnished :to the d at-e & term nation An 'Eveni of Faroe M sieure' shall mean any cause or evens beyond
the c.nrtrnl of Comps ny. Without limi-ing the forsnin, 'Eve-rit off' Force Maleure' Incluci-es: arm- of Gam. 20ors -of terrorism r or 1he pwjblic enemy; I M.. d' F.�arthcjnjs ke;
_q .1
liqhlr in�,; rrnkyjc. Sto R V
rm. fire. civil disf)Oecierc�e. pnxh�mic; inSUrfecticeis. rK)ts. -;%)of-'Iqk>oi.ifd1sputes. lai>orelabouf or maten-al shortages from rlie- iiFa so N
f ,'ti°
Or Sug>ply. *@bu(@()0,, roskrair!. by Wurl Ord -or or public, mthority (whothor valid ur inw0d),and aclion or non -action by or inability Lo obtai-i C)i ku-up ill 1-iruo I.,-iu
neces-sarij govBmmenlal authorizations, permits, licenses., cartificates or approvals if not caused by Company; and the requirements al'Birry applicable gover-imc- I
in ary manner [hat dive ris eilher the material or tlie finished product lo the dire-.1 or I ndirect benefit of the gavergme -it.
17- Ma inien ance Servlces Other Tlha ri Solely Seheduled Service- if Cnrwnary,ti Ms ntprkanire rvices heretincer are riot li mired wlely tr- Lichefit. lec
il�e! r: illy; rf orfreO t)y C-ustornef am. its ccist poor to Comp,
(a) ReQuIre-d reslofalion shall t�e- pe _inot)liqate(l :i: : ie4feif m 1ri indfr
f 433
'D2021 Tram All roghts reserved Flage 4 oF 5 R e n e w c-
Agenda Item 92(1- Proposal ID- 2598814B
(b) any changes. scijus,-mentri, sere ce cc repairs made is the Equipment by any party othier than Company. unlecis approved by Go mpany in writing, may, at
C,nmpanV's optinn, iefrniiiatp CompsnV's onligarinr in reno-er l`uF1t*r:%erv1i;e to Vhe Equipment si).affer-led in 3Vrh m relfi.jM of any pnrlion of the SeNice
Fees sho 11 tip, madel, ano i:r': m Sh.-:111 (i) pf CM p[ll/ notif V Company, of any unusual =oerlix inanoe -of hqul"% (11) rmil only Company pefsonnell lo repalr
or add us[ E44u ipmvit andfor contru'-.. i.- .iri -iy 1.1w Tur-i or a Ronewal Term,:,@r,,J f iii) u qualiriud oorsonriol 10 propeMy oparatio tlii:� E-quorneol. ir) rdancEr YAM
it*-B applica bile operating manuals ar- -.-I recorr mended procedurns-
18- GenSFal- Except as provided below, to the maximum -extant. pir*Yided by law. this Agreement is made and shall be interpreted and enfairced in accordance
With the lawr. of the state or province in which Company parform-s e Services. My c-ispule arising uncer or relaling to this Agreement shall be decided by
lit 9jilion in n court of competeni I uriSd iC[ion 10CLted in 'he Sk,3t-e C - -:i oxinc& i n whthe Cire oef kii rriec,l 10 1he extent the premises are ewnead Lind or
operatud by any aguncy of thy: U nitud Status Fud-uru I Govcrrim-uril. mina rA u -iy *i.Ab*tar- hve ju of law !sh-All L%L, aucording to Itiu, Uri iLud Slulos Fodural
tiommcn law of GoyemmenL contracts as enunicitati3d and app! HM by U nit-ed Siales F-9dera judicial bodies and boards Gf contract appeals of the U niled Sia Les
Federal Government. This Agireeirneril contains all of the agreements, reciresentations and undersLancings. of tl-m parties and sups rsafiles all previous
Lina eis tandings, commitments or ag reernenis. -oral or wrrHen. related to the Services. If any term or condition of this Agreement is invalid. illegal DF incapable
of t)eing Pn(i;v*P,0 by any Rile of 1.9w, all other Tq_rm,_3 -of lhtzs Aqrment will, must rple-5-9 re-m airk in hit I force .9no ieffK7 AR lf%r--1 Ri� ihe. eConiic nr leq.ql afti.0)&lanCe..
of the iransaulon oonlem plaled nef et>y is rii I kilf erred i,) a mqn ner ad%?ene to- an': pki f IV h<u i Or? Cij Sty-n-er nia1 not o ii i . I �jnsfer, oe con%wey thiS A!) re�r,,en I . or
any Part horacif, wiUmul. R)c vmlluLn uon&uril of C-urripony. Subjuut Lu 11 o, f orogoirig, W err I Ue �Ivul S.1all bind and -iiwu 10 Lhu bervol'il. of thu purW* fi�urolo. and
their permitted succeszors and assigns. This Agreement may big execuLed in several CCLriteroarls- each of which wtwn executed shall be d"med lo be an
original, but all together shall conslilule but ora and the same Agreement. A fully execuLed facsimile copy hereof or the several counta rparts -shall suffice as an
original. CuRtarneir may not assig n. tf an sfer, or convey this Agreement, -or any part herecif, or its right. title or inierest herein, wrthout the written cansent of Cam pany.
1300]p parllf-'r Ct to the foregoiN, this A!�respmpnl -$I- all LDS t)inO ing tjpKin ani.1 inLi F-e- to the- 0enefill of the rM" PeCtive Fil JCCe"' C' and 95!jigns. Ni) falki re or oe-.18V t)ry
ff,.e �:)monV In enforcing Lr)V r9hi or ex.-ercisirian remedy u nder Lhis Agteem n1.5hqII be deem O lo be a wai i.. -:i I I' iu Ccm pay V of anright ot tern ,
19- Eq ua I Employment OpportunitylAffirmalive Action Clause. Company is a federal coniracLor that corn plies f Lill -viLh Ex-aculkee 0 rder 11 24G. as amanded,
anc -he appicabia regulations contained in 41 C-F.R. Parts GO-1 through GO-GO, 29 U.S.C. Section 793 and the appi icabie rag ulalions contained in 41 C. F.R_ Part
r 5 -; ard M U.S.C. Se: -Jon 4212 and the applicable regu atians contained in 41 C.F.R.,ParlGQ-260 Execulive Order 1 34c)G and Ser-ticir 21; CFR 471, appendix
A tri F.i ibp.q -1 A f Poardinti; Ina -iotice of e-mployee riAhk In 1hp 1. hi iled $iiarer, aro with Canslin -i (' harte-r of Righ1s qnfl Fre-pdornq $ChedLr P E. 10 1-hp Canad.q Art
1 Bi32 (U K 1 1 1,LV. c, 11 and -apolicatile Pf &Anwl Hum-Dn Rill rits Comes and ern pl.09merit law in Ca naclzi
20, U.S. Government Services, The following pirwyisioni .applies oDly to dial sales by Company tax the U 8 GOVIRF"MORIL The Pa -LUS i3UknLYWh3dgU that
all items or se-vi-.as ordered and delieared u rider Lhis Agreemen" are Commercial I Lems as defini3d u rider Part 12 c� Lhe Federal Acquisilion Regulail.ion (FAR). In
parlicu lar, CoMpaLny agrees to be bound only by those Federal contracting clauses that apply to "commercial' suppliers and 1hat are zon-a ned in FAR 52 .212-
Fi(FL)(1,). Compariv romp) es voilh- 62.21�4-9 or -,52.21-9-q- in its service and mrtallalion .mnlracling business Tlhe following provision applies only to indirect
sales lay C 01111po my 1.0 the US n oug -d omn pir V I q I () '; L , G oveethmeni- A!S q Commercial lle�rr :3vhrontractof, , ComponV ao;Depts only the following ma ndatDry o n,,: 9-
.5. -52 222, M 52.222-3-5. 5Z222-Y5. 52 222--39. 52 247-64 If thc- orvices ark In oona-ection w1h a U.S. Gmernrri-ci-it oon1W. Customer oertiries thol it has
provided arid wil I pruvide curnurim.. Li nd complete informaliun. rvptrosunlal. urrs and oertifivations 10 all go%eqirnment officials, it eluding but nut limirud io the
tiontrac'irg offi-ser and officials of the Small Business. Administration, an all ma-tBrs related to the prime co bract, irwJuding bul. not limited Lo all aspects of its
cii.vner%hip, eL,igioili-y, and performance. Anything herein notivithstanding, Company Will have no obligations lo Cur%tomer unlpq-a and until Cur romer proidide.%
Comj:,inV with .9 irve. �':tyreMan(j cornplete PXPCI.il� copy -of the prime Contfq(-t Llpf%�n req+jest, Cu:sJcmfrwiII provide oopies to pany of all requesleo Written
witM wry �overnmori,. o1huiki -ulal..od lo 1" p-e-i'me contwt pr jr o or concurmnil with 1hc execution 1N,,roof, Induding lbull not finiltoO to err'
tommunicaticx)s rolawd to C utL-omriv�'*i uwr- unk ip eligi bilily ur 6ormanue u" 'he primEr contract. Cu:Aomur will obtain writkiin authurizabon and aprymeal from
Company prior lo, providi ng any -govern -9.Bnm official any i nFurmatiur-L about Com parvys performance of the Services that are Lhe subject of the Pruposal or this
Agreement. other than the Plroparel cy 1his Agreement.
21 - Ll miled WRIVeir Of SOVeFeiign -Imm u rifty. If Customer i!5 an I radian tribe (in the U.S.) or a First Nation or Band Council (in Canada) Cust0imer, whim1her acting
in i1q- veqptqo1V a� a qu.).afri mnen- q&wPr-irnPntaI entity, a 0,tily or.qani7,e-d corporate, Wily or othefWkvme, for itself anod for ils agiqs. n .5, 1 n..' III
her-oby provide-S this limit ud waiv(,-r or its sow ere qri irnryi unily as to Or)V ClaillIS, lWh-SUit, ot cause o' acton (Mriamn "'killon- [ brou,rt against Cuslomer by
Company aria ari*iiiig Ew alleged lu a(risu uL;,L of Diu furni�hing by Compony of any produut or Sorvicu under this AgrqYement. Yofiett)er such Acuon is buy,43d irl
contraci. toil. strict liabil ity- civil lia bilily or any oLher legal Lheory; (2) agrees that jurisdictic-ri a nd venue for any a arch AcLicin shal I be proper and valid fa ') i' Cu slomer
is in the U.S.. i n any state or U nited Slaier, mu -t located in the state i n which Company i I -s performing 11- is Agreement or f b) if Customer is in Ganada, in ire SL perinr
L LA rec cciurl of 1he provinone or terrolory in which the w-ark wa.s pe. rkni-med: (.1) F. p -:sly conrerils -c% :;ijrh Af_%ISnn, and -ivaive.L.s any obi Fiction to lurisdiLlion or venue: (ell
r * 15. lmai%-Iut� Ohy WrIluiro"TrIll C-1 e,%0auslion oll 16W I courl. or adminis1raM,, fowi(Mi-os lor a0y Acbon ofising out ol u rol�hlibd to this Agr-coryient. and I. oxpre{
acknuModges and agruc_ k-ial Company is not subju-J to Lhe jurisdicb-on -of Cuslomer's Iribal court or art similar tribal forum, ilhal. Customer will nol. bring ariy
aclJon against Company ir- tribal court, and that Customer will not ava0 itrBIf of any ruling or dire clion of the tribEd court pormilting or directing it to suspend RE
payment or other nbl Igalions under 1his Agreement. The i ndividual s gn ng on behalf of Customer warrants and represents that such indivicua I is duly a ithafizad
lo prewicle this waiver and enlEn i nto this Agreempi- I Fi -id that this Agreemeni r-mritilutes the valid and legally 1;iindingi obligation of Clum-nm K., emfnrceahle in
ac , r .4roance, vdilh ii� r-e-mis
_M- 7 (074?0�
Supersedes 1 -2G- 130-7 (0919)
QU f 433
&2021 Thane All roghts reserved Flage 5 of 5 Riney A
Agenda Item #20.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records,. CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 362 of 433
Agenda Item #20.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("'ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WK"), Web Accessibility Initiative UWAI"), available at
www.w3.org/TR/WCAG/."
Page 363 of 433
Agenda Item #20- Proposal ID: 2598814A
WOW
or A
rJ tME
September 29, 2021
Village of Tequesta
345 Village Drive
Tequesta, FL 33469
Trane U.S. Inc.
6965 Vista Parkway North, Ste. 11
West Palm Beach, FL 33411
Fax- (561) 697-8714
Service Contact: (561) 683-1521
Site Address:
Tequesta Public Safety Facility
357 Village Drive
Tequesta, FL 33469
SUBJECT: Continuation of Service Agreement 2598814A — Mechanical Scheduled Service Agreement
Your Trane Service Agreement is scheduled for renewal on 10/11/2021. To assure that there will be no interruption of service
and benefits to Tequesta Public Safety your Service Agreement will be extended through 9/30/2024. The adjusted Service
Fees for the renewal term for all sites is set forth in the following table:
Contract Year
Annual Amount USD
Payment Term
Year 1
$5,595
Annual
Year 2
$5,595
Annual
Year 3
$5,595
Annual
If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing
30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services
beyond the renewal date at our standard time and material rates.
0 Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the
commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from
date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is for advance
payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to
select this discount option.
SCOPE OF SERVICE
The Scope of Service for the new agreement period will remain the same as delivered in the current period.
The hourly labor rates for Building Automation and Mechanical Technicians will be adjusted to the following:
BAS
Straight Time $1661Hr
Overtime $2491Hr
Holidays $3321Hr
Mechanical
Straight Time $1501Hr
Overtime $2251Hr
Holiday $3001Hr
TERMS & CONDITIONS
Terms & Conditions for the renewal period are attached.
CLARIFICATIONS
If Village of Tequesta accounting procedures require a purchase order for the renewal term, please provide your purchase
order number to Trane no less than 30 days prior to the renewal date.
09
r7 U
@2021 Trane All rights reserved Page 1 of 5 RenewSI-e R #5;M 1 f 433
Agenda Item #20- Proposal ID: 2598814A
We value your business and look forward to continuing to serve and contribute to your organization'asuccess.
Sincerely,
Will Worth
Account Manager
Trane
COVID'19 NATIONAL EMERGENCY CLAUSE
The parties agree that they are entering into this Agreement while the nation isinthe midst ofanational emergency due to
the Covid-18pandemio("Covid'19Pendamio^). With the continued existence ofCovid-18Pandemic and the evolving
guidelines and executive ordeny, it is difficult to determine the impact ofthe Covid-19 Pandemic on Tnsne's performance
under this Agreement. Consequently, the parties agree omfollows:
1 Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and tomeet
the schedule and completion dou»e, subject to provisions below;
2. Each party will abide by any federal, state (US), provincial (Canada) or local orders, directives, or advisories
regarding the Covid-1 9 Pandemic, with respect to its performance of its obligations under this Agreement and each
shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to
so abide or to safeguard its employees, subcontractors, agents and suppliers;
3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or
developments regarding its obligations as the Covid-1 9 Pandemic situation evolves; and
4. If Trane's performance is delayed or suspended as a result of the Covid-1 9 Pandemic, Trane shall be entitled to an
equitable adjustment tothe project schedule and/or the contract price.
@2021 Trane All rights reserved Page 2 of 5 Rene wc-P- R
Agenda Item #20- Proposal ID: 2598814A
TERMS AND CONDITIONS (SERVICE)
"Company" shall mean Trane U.S. Inc..
1. Agreement. These terms and conditions ("Terms") are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting
from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance
and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent
Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these
Terms as "Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at
hftps://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that
Company provides Customer with Connected Services, as defined in the Connected Services Terms.
3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to
Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions
of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer's order is
expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with
Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to perform
in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's
counter-offer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's
Terms and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or,
at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement
shall be cancelled without any liability, other than Customer's obligation to pay for Services provided by Company to the date of cancellation.
4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are
based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to
the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid
by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate.
5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of
the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable
legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever
payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing
this Agreement.
6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend
performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all
Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due;
(b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty
furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or
comply with any material provision of this Agreement.
7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are
performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property
or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any
necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other
applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as
of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation
to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up
(if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written
quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from
the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to
connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer,
including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications
and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of
control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer
locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used
in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those
selected by Company as suitable for the repair and may be parts not manufactured by Company.
8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work;
(b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment;
unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major
overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide
professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company.
9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or
liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the
following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and
condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting
power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to,
storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or
refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or conduit; electrical distribution system; hydronic structural
supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment
or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low
voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation,
unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event
of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or
sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of
equipment, material, or labor/labour, or per -forming special tests recommended or required by insurance companies or federal, state, or local governments; (f)
Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or
alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening
and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop,
control, and other valves external to the device unless specifically included in the Agreement; 0) Any responsibility for design or redesign of the system or the
Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of
Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recommendations concerning teardown and
internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in,
on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses
involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n)
Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in
no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or
damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation
@2021 Trane All rights reserved Page 3 of 5 Renewcif 9*5;e thVM - f 433
Agenda Item 920- Proposal ID- 2598814A
of an-ti i:.. i i _,imp- I a -id �i i) Any --n airns,, darnager,, losses, or expensips, -- rising f riom or related -r viork &-ne by or ser.., iDer, provided lby incfividuals or entities that
,are i, . v % — 1: . ".,e Of hiFP.d h-,- Cniiigar y
10- 1 i..-. i I I -d Ww rjjpit. Oorripqr,r Wqrf %qll-]Fj 911,31 1 -ka f the fliatenai manurl'amf w " C-onio ov -ijixi o i%vi*19 i,-) -.9-1,isiorner in pefformaince of the Sewices 1:5 ff-ee
Iron) cufucks ire mailetial arid rri-Dillulaulnu leir a puriod of 12 months Irom thie aarlicr uF the dzslu v�)I uf�%iipuril r*pIa(*m"L abo e I abo
a n d (b) I h (,9 1 r u r
poi -Lion of the h1ainienaince, 3-Brvices ana Addihorial Work has been properly performed for a Der- Dc --)F 90 c; ays F-om date of rumplepion(itm "Limited Warrarity").
Company obligations of equipment start-up, if any are stated in 1he Propa-sal, are colermir-Dus wiL-i -he Limiled Warramy period,. Defects must be reporte-d to
Company within the L imited Warranly period. Company's abligiation under Ihe Lim led Warranty is lir-ired is repairing cc replacing the defecuve pert at fta option
. f shafl ciltach lo Compan� until the ?.1.a1rijt,,n,- - c n
i3ndl lo correctLing any 00mliabour limpropefl� performed b� Company. No li-DI)i-ilv whqNoe-v�_6 inoe S-ervi e�s a a
Addilvir-A Vo'v-k Itavu bouri paid for i4i Full. ExduriLmis from ff)i� Warranly inuluiJu Maims, los*ics, darniAges and -uxpo ii*ij!; In any way wi-irwul.-cd %vilh. rulL*ud It) cw
arisir- g from failure or malfurcUon ciF 6qu ipment due Lo 1he fallowing: wear and tear; ,end of life. failu m: corrosion; erosion; deie,icrakion; Customer's fail ure to rollopiv
the Company -provided mai nt-anance plan; unauthorized -or improper maintenance; unauthorized or improper parts or materia , r-af rig-arant nol supplied by Trane:
and modificalionr, made by o4hers tc) equipment. Company shall nal be obligated to pa-i, for me ocist of IDst riefrigerant or lost prodL--: Some iximr.honent.% of
equipment mat, .jfarrijnF-1 l7i*V Or>ffi-pany mays he.6 wa r ra n t PLI (1ire0IV frm. M.P. C_,Ompnnent iq whiCh ca&�e_ Mi5i Lirnled% WarnqntV ei0t appIV rn rhn:q�., 6
0 polle6ntS
orn and tiijy w;a-f f antV of sL4h- CM pCwlerft 31~ Lqll bed Ilse warranly g iver) hy n" ou erl .: -Aoplier. Ni*..j-NijhSIq fiding the fore 9oln-g, all warranties pf 0-vided
hp,r,?-in wrr-inate vpon termm:qtlon or canigellaWn of rhis Aqree-menit. Eq Irpri -31 )1*-.Tn1, V%af ts Mat af P nor m anUfariored hV Comp;qryy arp i,nr warrantpe
by q finrF h;.,,;P, uCl i w.arr-anlies -,is wV be e Oer% Jod E)y the r�� TP IF RIF M EDIES SET FORTH IN THIS LIMITED VVARRAN TY ARE
TH E SOLE AN D EX L U SIVE R EME 0 IIES FOR WA R RANTY G LAI M 5 P ROV IVE D BY C OMP A N Y TO CUSTOMER U N DER THIS AG REE M ENT AND ARE IIN
LIEU OF ALL OTH E R WA R RAINTIES AND LIABILITIE 9- LLAB I L ITI ES, CON DITION S AN D RE M E DI ES, WMIETH ER IN GONTRACT, WARFtANITY, STATUTE
OR TORT (INCLUDIN G NE G LIGENCE1, ESP ES S 0 R IMP -LIE D, I N LAW OR I N FACT, I N C L U DING ANY IMP LIED WAR RANMES 0 F MERCHANTABI LITY
AND FITNESS FOR A PARTICULAR PURP109SE ANE)OR OrHE:RS AFC I:SIWn FROM CIDURSE OF IDF-ALINr-, OR TRADE.. COMPANY EXPRESSLY
0 1,9 17, L A I M3 AN Y RE PRE3,E NTATICI N S 0 R WA R RA NT IES, ENVOR 5E MENT S DR � 0 ISIDITIONS OF ANY KIN D, EX PRF S.S. GR iMP I_ I r 1:3, INCLUDIIN Q ANY
IMFL I ED WARRANTIES OF QUALITY, FITN ESS. ME R G HAN'TARI L ITY, D U RAB ILITY ANDIOR OTHERS A R IS INN FROM C 0 U RSE OF DEALING OR TRADE
OR REGARDING PREVENTION BY THE SCOPE OF SERVICES. OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANT-Y OF ANY
KIND, INCLUDING WARRANT-Y OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING,
ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA. VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS
(INC,L[jDIN0 iCOVII0T19 OR ANV SIMILAR V!R,1j-E) �(�OLLECTIVELY. "'CONTAMINANIS'), WHETHER INVOLVING Oil IN CONNECTION WITH
EQUIPMENT,. A-NYCOMPONENT THEREOF, SERVICES OR OTIAERW15E, IN NO EVE NTSMALL TRANr FIAVr ANY L IAHII ITS' rQR THE PREVENTION,
ELIMINATION, REDUCTION OR INHIBITPOIN OF THE GROVVTH OR SPREAD OF SUCH CONTAMINAMIT a INVOLVING OR IN CONNECTION WITH ANY
EQUIPMENT- ANY COMPONENT THEREOF, SERVICES OR -OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLIDGES AND AGREES
THERETO-
11 - I ndemn4lyr. Tc.- I he maxim ijm ek Iimm perm I-ed by law, Cimp any and Cursioirrier shall inderr nil y aric hold. h.,: rmlE:;; each other fram anV and all claims, aclion.r,,
COOS (vcm *u.-. :I; rl,_Iffts and - :il,,- iibu* i icludiri� reasonable attornet':&' i`,ees, rewitong fromd"t1h or bodilv u- tic v i.. - dkirnag-0 to real or p<,-rsorkal wperty, w the
exLent caw5ad by the r-uyl gritrice tar Mi8condir.1 of the inderrinifyin-gpArLy- andfOr FL8 reloCiCtiv-0 tampAnyees or oLiur ijAhuriziud agenhi in r,-onriWiW with thoir
acbvities -ivil.,hin the soope of 1h7 s Agreement. Neither pa riv shall indemnify tM o4her againsi claims, damages- -Bxpense-s, cw liabilities to the exter-4 atiributable to
tm acts or cimissions of theothe r party or third parties. If the parties are bosh at fault, the cibEgartion to indemnify shal I be propDr1ionsJ to ffmir relalive fault. Tllra
duly its indemnify anh rnIc,. riamliess v.. I mntin tie in full 'rorcip and effeci., nomiftsitanding the expirwicm cireawly jw-minarinn CA this Agree. ment, with respect tn any
cinlmq ha nn f�cF. -ii rnri�jitif% -i& -1%,7jl pnor rn Pxpi ratic>q or tprminatlon of this Agir-pe — r-i
12 L imitaflon *1 Liabi I illy. NOT IT N STANIVIIN Q A.NYT"I N G TO THE CONTRARY, Wl— I I r R PARTY $HALL 151 E LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT, OR G 0 N SEQUE NTIAL LOSSES OR CA MAGE S OF ANY KIND JINCLUDING WIT -ROUT LI M ITATIO N REFRIGE RANT LOSS, PRODUCT LOSS,
LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNIITIVE DAMAGES WHETHER BASED IN CONTRACT, WARR.ANITY, STATLFFE,
TORT (INCLUDING HIE-GLIGIENCE1, STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS- NOT -WITHSTANDING ANY OTHER
PROVISIO N OF THIS AG R EE M ENT, THE TOTAL AN 0 AGGREGATE LIABrLlTY OF THE COMPANY TO T H E CUSTOME R WITH RESPECT TO ANY AND
AL L CLAI M S C ONNE C TEID WITH, RE LAT ED TO OR AJFU84NG FROM TH E PE RFORMANCe OR NON -PIE k FORMANrE OF THIS AG R EE M ENT[ WH ETHE R
EASE 11 1 N CONTRACT, WARRANTY, STATUTE, TART JINCLUMN � N Eta L 10 ENCE �, STRICT LIABI LITY, INDE M N ITY 0 R A N Y OTHIE R LEGAL TH EORY
OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF
OCCURRE N C E F OR TH E SERVICES AN D ADDITI ONA L WO R K FO R TflE LOCATION WHERE THE LOSS OCCURRE D. IN N 0 EVE OJT SHA LL CO M PANY
S E LIAB LE FOR ANY DAMAGES (WHETH ER DIRECT OR I N D IRE CT) RE SULTI N G FROM MO L100MOU LD, F U N GUS. RACTE R IA. MICRO B IA GR Ovv,T H.
OR C17 H ER 0 C3 NTAM INATES OR AIRIBORN E BIC LOC ICAL AG ENTS. TO T H E m AxiMuM EXTENT ALLOWE D BY LAW, C 0 Pal PAN Y SH AL L N 0 1 BE
LIABLE FOR ANY OF TH E FOLLOMNG I N G ONNEUTION WITH P R QV IDIN1(3 TH E E N E RGY.A N 1151.1 ILDING PE R FORMANCIE 5 r R,M,, ICE 5- INTIE R R U PTI 0 N
DELETION, DEFECT. DELAY IN OPERAT[ON OR TRANSMISSION: CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS, COMMUNICATION
FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR
COMMUNICATIONS NETWORK.
13- COVID49 LIMITATION DIEM LIA b I L I Y. The iransmission of COV ID- '19 may or -cur in a we. riety Qf way,4 anri f curristances, mar ny of the aspects of wh ch are.
vfrentlV not knCrb%ln HVAC se-,-::, �-. iiioducls. ser-uioer�- qno nLthe�f offefinq% h-,ioe not t>eem kPqkp,(J fnr thi�mr effectiveness in re0mIng the sprp,,ad t)f COVID-1-:,4
includiri!� Lhro u.gh jht- cii f in do,_- -.:iJ ranwironmants. IN NO EVENT WI LL TRAN E BE LIABLE V N ID ER TH 1:5 AGREE M ENT OR OTHERWISE FOR ANY ACTION
OR CLAIM, WHETH ER BASE D ON WARRANTY, CONTRACT, TORT OR OTH EIRWISE, FOR ANY BODILY I NJURY (INC LURING DEATH li OR ANY OTH ER
LIABILITIES. DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD- TRANSMISSION OR CONTAMINATION THEREOF)
(CO LLECTIVE LY, -COVID-1 q LIABILIT IES") AN D C USTOMER H EREBY E XPRESSILY RE LEASES TRANE FROM ANY SUCH COVID4 9 LIAR I LITI ES.
14- Aslbe:%Ipw� ania H-aciardous Mmerois I lie! SLtif vices empf f,�-:,-Iy n koll.,In nV if1.entIflCqtI0n aotement, Ile--antip nqn,rol. dispo%al . removal L>f rirhkf k%-nr-(
oonrm�cl..od with asboslos l)0lychlorinat-ed b4phanyl (-Pf, 13"). Or Mh�.:i - r: -. -::. u* v urials 1-colle,,divoly, 01910.Lardous klcituri,.efls' %, Cuslot ner warrards,arid r4p , uzjr�i 11.*-
thal. Lhang are no Hazardous MaNffials on IM premises 1.1hal will ire any v.ay alfuci. Guru pany"s pritrFormance. exc;ept as wl. Forth in awriting signed by Corer-pany
disclosing the existenca and location of any Hazardous Materials in all arigas within which Company will be performing. Snould Company beMme aware -Of Or
suspect the presence of HA =us Materials, Company may immeidiately ra-np work in the affected area and nobfwGus iomer- Customer YAII be responsible far
correLciii-q the fond ilinn in with all applicable laws and negulptions. Cvrx1.x)mi?.r qmill The kzkrlkjr%iveIV rpspmrible for and shall indemnify and hod
Nyrn less Compf,-any [in-cljoi-i.q iM employees. a9e.6nt.% and stjtntrqoorc.) from ana a-gainst any I qF.F.. ran —. li,'. hil 1V , f".& penL;kllle,%, inj ory 'inclvdinq -death � or
liability ofany natura, @ od tho 0@yryient Mereol, arisirl. 01 of rdiltin!� 10 any 1-10200dOuS Malffials on oreibo%i( ff-U pr-emisus, not brought onto lh(,, proalises tyy
-Company- Compa nyshall be ,jgq aired 10 resume verformanve only in the absonce of Hazardous Mc3l.9rials or ve --.ur- (lie of ecled area has Men rendered harmless.
In no event shall Ccm Dank be obligated bo transport or ha ndle Hazardous Male ,ials, provide art' notices to any govern m-Brital ag ency, or exam ine ih-B premises
vie for the presence of Ha2ardous Matenals.
15- Insurance. Cnmpany ag rem- tci mainl�n the follayAng in-9-uranoR durinq the term nf 1h is Aqr�menj Yvilh limits no4 Iesr, than -ti rinwri t%RIcvwi n no vAil, Lj loan
wu4 u0st from Gustomc6r, provido a CoAlicalia of a-vi-doneing the iolli:IW ng cavul U;v
-Commercial nera Liability $2,000,000 per -occurrenoe
AulonwNk3 Liabil Iv $2.000,000 ESL
Vii,orkerr, CompensaJon Stetwc -y Limits
I� CLmsimer has req ijestecl % k>e narneclaan aadilk)nal in-gLjf ej urbdimr Cc pany'r, in:3wranoe polwy, Company wil I do so tiul only �mbjpo, to Cnai oar, V mar uscripi
000)rial insu fed enoorsemeni unde�r i is on C mercl,,I ral I policies in rbo -event does Cixnvany or Its Insurer walve
oen 3 Geft n.�hlls cir sx.hrexlpilion
I a® Fore Miaitruira. Company's dUly to pAurrorry, undor ilhis Ax)r8e01u,)I. i* upm the non-occurraror on EvenI of F&C* MUjc-tiria. it conv�iry
unable to rarry out arm material ligaticn u nd-Dr Jhjy, Agreement due L-D an Event af Force Maou ris. this Agreemerii shall at Cipmpany's eleclion (i) remain in elf-oul.
lbul Company's obligations shall be suspended until the unc-onlrolia Lyle eivent berminates or tiii) b-9 le rminated upon 10 days' no9ce ID -Customer, in which avenl.
Customer shall pay Company for all parts of the Services fu rnishedto the date of terminabon. An "Event of Force Pe aieure' shalt mean an-y cause or event beyond
the c.nrtrnl of Company. Without limiling the forpgnin, war orlhe puhlic ene--V: 1i:od.mrthqijF1RiP,;
'E
1iqh1rin;,,r,rnkyjC.. Sto -rn c i nsurrechoris. nots; I.-Lihof i %q�<jtir djsr;kjIc-!s. I -.31,xif dtatm f or majef iql shor
rm. fire'. civil 0Iso0e0ienc<t. qqr(Je ffom Ine L,%sjxeil source�
Or Sug>ply. *@bu(@()0,, r-ostraini. by wurl Ord -or or public authority (Miuthibr valid 4)r irivolie: ). @nd aubur u-- r-cin-action by or inabiliLy Lo OUt-L-jir) Of ku-up in loreij tlio
neces-sarij govBmmental authorizations, permits, licer!ses, cartificates or appruvals if not caused by Company; ar d the requirements of any applicable government
in art' manner [hat dive rts e�ih er the malerial or the f inisried product 11a the direci i3r indirect benefit of the government.
17- Ma inter ance Services Other Tlha n ScJa4y Scheduled Service- If Company Kuntprkanria S_ervicL,herpuric-er are not li rr iced wiely ti) Sched,.. ser�-
ll�e! provisiceis shql ql:-,%i> (a � R-eqvlre-d resionalion sliall U lx0ormed 0y CvstomeLf qt Its ws[ pricif to t)e.irrej 01-1c ,gated 10 P.`--fex 1) 1 - !reurbdevo
7--of 400
f4
,��,-2 0 2 1 Tra n e A 11 ro g h ts re sery e d' Flage 4 of 5 Reyiewc&
Agenda Item 920- Proposal ID- 2598814A
(b) ary changes. acijus,-mentri, sari ce cc rep. -. ors 'lade la the Equipment by any party othe- than Company. Linlers a ppr-oved by Company in wnti ng , may. at
C.nmparry's optinn, lef rniiiatp Comps nV's onliriahrir lei render furlhpr service JD Vhe Equipment sn affimried ill Urh ca.w_ rn rpfi.jrd of 9nV pnrlion of ff-se Sprvire
Fees sho 11 tip, a )(I i:C: (.",9.1,_$loMer 31'% �Jll Wi 1-1111?'-' lltl� no4if V C4mpanv of onV tonusoxal perloar anc� of 1: (Ivipment; �iil) pelf il -onky, Company pefwnnel to rep@ if
or adl us[ E44 r ipmunkwid,,or coiltrul s diri -)U t-) u Tur --; or to R-Onewal T-SM, anpd (iii) utkze qualifiud pur*oilri-'I Lo Oro-ourly ouur@to the E(juifimovill. ir) oi=irdanca wilh
tl-s applicable operating manuals and recommended Drocadures-
18- GenEirall- Except ar, provided below, to the maximu m extani provided lby law, this AgrEHame nt is made ar d shall be inlerpreted and en(acced in accordance
with the I airs of the state or provinoe in which Company performs The Servkar;. Any d mule arising under or relating lo this Agreeme -I shall be decided by
lit9illiol-I ir) -I art 01 CoMpeter)l I urisd icluor) located in the $Late C - :i oxince� i n which the ervice-,s are perfcwmeci. r 0 the ex tent Me . -i qre iyoineo La ri <1 'o r
operatud by aril uqunuy of tho U nitud Skatu* Fud-oral Governitiricril. dic.c - minakin ol'urid' *i%Ab*tar- Live L sju 0 Iu,,Y!shAII Lm,, aucurding to ltiu Uri &d Slulos Fodural
-zommcn law -of Go-iammenL mniracis as enurmdailed and applied by U nitud Siales Fi9dera judicial bodie--i and boards ref contract appeals of the U ni'lied Sla Les
Federal Government. This Agireameni contains, all of the agreements, representations and understariC ings. of th- a parbas and supemedles all previrrus
uncerstardings, commitments or agreemenis. oral or wrillen, related to the Servicies. If and term or condition of this Agreement is invalid, illegal cc incapable
of being enfvcerl hV an-y rLi 1p ref LqW, all other Te-rma; :if -hi:3 Agreeme -it will r�werll-,elew remain in ftill forre and e_ff�Gi as to .9!3 lhe -economic or le, q.aI si 051.1ric.p.
of the iransaclion corften pl;31&d home YL 1, .3 .1, 1 -) ;a mari ner a0yerse lo any h-ef MO. Cwslomer may not m;sign. LcanSllff , CW eonyrjy this Ai% eiri 1. or
any Owl Mwf, wiLliuvt R)u wriLWn uuii*uril, oaf Currivi-iny. Subjuct Lea (tic fur&goirig, lhi� Agirn,6nt shiell bind u rid iinum to lJw,, borio-ril. of Lim pijb us liuruku and
their permilted successors and assigns. This Agreement may ba execuLed in several ccunterparis- each of which win executed shall lie clesmed to b-B an
original, but all loge -,,her shall mnslitule but ore and the -same Agreement. A fully executed facsimile copy hereof -or the severa counterparts -sl- all suffice as an
original. Customer may mt assign, transfer, orcc-rivey this Agreerrieril or any pars 1- ereof, or ils righl. title oc inleirest herein, YMhoul the written nsent DF Com parry-.
c ,�WOJPCI: to the fore lrq, Mis AgreemW sl- all --,p V nn nQ i il%nn ;anri ii i {p to the 0e.-nPfi- nf the par lie5i' rF,15-peCtive SUCVP. cLgors and Ni!) failLi rp or deflaV hV
ff%-e � omonV in enf-orci ng Lqr)V Ntil or exef cisir-ti) oi ry i, - m: Y u,)dei [hv� Agreement Shell lie deeMed 10 be q war �tf bv the Ccm,,,iany of any right Of f emedV
1 B_ Eq ua I Employment OpportunitylAffirmalive Actio n C lause. Company is a federal cupiracLar that complies fuller with Execulive Order 11 24G . as am-Brided,
anc -he appiicabla regulations cDritained in 41 C.F.:R. Parts Gri-1 through 60-60, 29 U.S.C. SectiGn 723 and the applicable r-equialions contained in 41 C.F.R_ Part
5 -; and M U.S.C. Se: -Jon d 2 - 2 and the applicable regulatians. contained in 41 C. F.R Parl 60-260 Execulivem Or -der 1 341M ancl S eath3n 2q CFR 471, appendix
A tri F.i Mps -1A f Poardrnti; I np -orinp of employee riq -its in lhe Uniled $larkmc. ard with (.-;an.q(Ji.q n Charter of Riqhlq and Fre-p0ornq cichedulp E.10 the Canada Act
1 Bi32 (U K 1 1 e,:IV. C. 11 �11 I.-J Pf O.An e:.al h timf,3n I ii hM Comes IrW err? ploVment I-Liw in (�,q nqo,a
20, U.S. Government 38FAGGS. The following provision applies orply to di remit sales by Company to the US Goveirnmenli. The Pa -L -U!:F duknawleftq, that
all items orse-vi-.9sordigred ard delivered under this Agreement are Commercial I Lems as defined under Part 12 a' Lhe Federal Accluisilion Regulation (FAR). In
parlicu lar, Company agrees to be bound only by those Federal cciritracting clauses -hat apply to "commercial" suppliers and 1harl: are oon-wa ned in FAR 52-212-
Compariv complies wilh- 62.21�-8 or -,52.21-9-9 in its service and irrstallalion .-mrilm,cli-ig bucknes2. Tlhe following provision applies only to indirrect
sales lay cornpony 1.0 the U$ Governmenli- A$q Cornmircial lle�fr :�tihcmtrartor. Comp,,,.ny,,ira��Mks only the4olli)wing, marimlmory flow <Jowr)
15. -52 222, M 52 222-35. 5 _J15' :52 2�12-3151_ 52 247-64 If thcL �> irvices are in connection volh a U,;!�. Govo�fnrn-cnt wntra(,I. C-ustorylcr corlifirm; thoit It has
provided J c-urtifivations lu u I gu%ewnrrient officials, inuludirig buo. nul limitud lo tha
ovided aria 'aril pruwide curnurim.. -AU.Liralb, and cumpl-ate information, rvprvs9nLaMn8 ary
tiontrac'jrg officer and officials of the Small Business AdminisLraticn, on all matters related tG the prime contract, incAuding bul not limited to all aspects of its
ciwner%hip, eL,igmilry, anal performance. Anything herein ncitwithstanding, Company will have no obligations lo Customer uriless and unil Customer pr-civides.
Comj:,inV with -a irve. -:orr",anij complete copy -of the. prime me� contract. U pon request, CListomer will provide maples to Cornpariv ref all Mquesled writt-en
wi,y)[11unicatic's)s With on� �Overnmenll Yfficiu, iulated 10 its prime contwt prvir' 10 Or CCmICUirfent volh Lhe 0)�.ocutlon tncf-'of . Including Wt not limited lo and
tommuriicaticx)s rolawd to C usLuMEWS ayrororship- eligi bilily -or performance if 1he prime curdracl.. Cuslcimur will obtain writl.,sn authurizabon and appir-awal from
Company prior lu providing any govemnlran( official any information abi3LrL Company's performance of the Services Lhat are the subjed iff the Proposal w this
Agreement. other than the Proposal o- this Agreement.
21 - LI railed WRIVeir of SOVeireign Imm u nits}. If Customer i!s an I ndian -tribe (in ifte U.S.) or a Firal Nation or :and Gourd din Canada), Cusiciffler, whether acting
in ilq_ v,,q ptqolV ac�. a quo-ef n fn-en- pcivernmental entity. ,a rJuly oWnized corWrale, enlilV or otherwise. (of Itse If and for " a i, n : Jj
gents, successors. and as$ Q !3 i
her-oby orovide-S this linlitoid waili-or or Its sovoro-qn Imrownily as to -any dani@!�cs. cl;�hims, lawsuit, or cav&e -of on (herein m4vlion"� tw�ouejhil -against Cusiomc-r k>y
Company arid ari*ii rig rT allaged lr,% a rise uuL iff Lhe furirlishin-g by Company of any product or servica u rider this Agrverrlont. wt)ether such k.,-ticmi is bomsud i n
c.ontracl. tort. strict liabil ity- civil lia bilily or any oLher legal Lheory; (2) agrees thal. juris-dicticn and venue for anys uch AcLicin shad bq pro;per and valid (a ) i( Customer
is in the U.S.. i n any state or U nitEd Siales. DDurt h3caled in the state in wh ic:h Company is performing This Aug rEemEnl -or (bk, if'Curlo—.er is in Canada, in the -superior
m any waive% anynhl-echon lo jurisdiction or venufL: �,4]l cnuri of the provinone or terrolory in which the work was perf-cirmed. (1) L. kpn:m_.qqly clonse -il's lo such Actmr, any
0hy Wr-111.1iro"TIN C-1 e,%0ouslion of trib-al marl. or admini4lrabv-0 rrYri(,9di(,9S ior a0y Aclion wising oul ul ur rel;DiLibd to this Agroefnc9n4. and (5� 0�orassly
acknuModges and ag ruc_ i.-ial Company is not !su bjesl lo Lhe jurisdiction -of Cuslamer's Iri bal court or any si — ilar Lribal f uru —, iFuL CuMomor Y� 11 rul. hying any
action against Company ir- tribal court, and that Customer will not avai I itself of any rL. ng or -direction -of the tribal court permitting of dir-ecting it to au spend its
sLhalf c- uF.I.)mer warrants and irepeasents that sucindi :h 4dual is dull authof ized
payment or other cib] igalions under lh is Agreement. The individual I gni ng on be
lo prewicle this waiver anti enlEu i nto this Agreempr I F1 -id that this Agreement COnSl The valid and legally birwding -cibligalion of C,ustnmF.L,-, enforceab&e in
ac , r .4ro ance, vdilh il� r-e-mis
_M- 7 (074?0�
Supersedes 1 -2G- 130-7 (0919)
Qu f 433
&202 1 Trane All roghts reserved Flage 5 of 5 Ren e wkf4 � � (
Agenda Item #20.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records,. CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 369 of 433
Agenda Item #20.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("'ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WK"), Web Accessibility Initiative UWAI"), available at
www.w3.org/TR/WCAG/."
Page 370 of 433
Agenda Item #20- Proposal ID: 2598814A
WOW
or A
rJ tME
September 29, 2021
Village of Tequesta
345 Village Drive
Tequesta, FL 33469
Trane U.S. Inc.
6965 Vista Parkway North, Ste. 11
West Palm Beach, FL 33411
Fax- (561) 697-8714
Service Contact: (561) 683-1521
Site Address:
Tequesta Public Safety Facility
357 Village Drive
Tequesta, FL 33469
SUBJECT: Continuation of Service Agreement 2598814A — Mechanical Scheduled Service Agreement
Your Trane Service Agreement is scheduled for renewal on 10/11/2021. To assure that there will be no interruption of service
and benefits to Tequesta Public Safety your Service Agreement will be extended through 9/30/2024. The adjusted Service
Fees for the renewal term for all sites is set forth in the following table:
Contract Year
Annual Amount USD
Payment Term
Year 1
$5,595
Annual
Year 2
$5,595
Annual
Year 3
$5,595
Annual
If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing
30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services
beyond the renewal date at our standard time and material rates.
0 Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the
commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from
date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is for advance
payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to
select this discount option.
SCOPE OF SERVICE
The Scope of Service for the new agreement period will remain the same as delivered in the current period.
The hourly labor rates for Building Automation and Mechanical Technicians will be adjusted to the following:
BAS
Straight Time $1661Hr
Overtime $2491Hr
Holidays $3321Hr
Mechanical
Straight Time $1501Hr
Overtime $2251Hr
Holiday $3001Hr
TERMS & CONDITIONS
Terms & Conditions for the renewal period are attached.
CLARIFICATIONS
If Village of Tequesta accounting procedures require a purchase order for the renewal term, please provide your purchase
order number to Trane no less than 30 days prior to the renewal date.
0 f 433
@2021 Trane All rights reserved Page 1 of 5 Renewc-P_ e R #5;M
Agenda Item #20- Proposal ID: 2598814A
We value your business and look forward to continuing to serve and contribute to your organization'asuccess.
Sincerely,
Will Worth
Account Manager
Trane
COVID'19 NATIONAL EMERGENCY CLAUSE
The parties agree that they are entering into this Agreement while the nation isinthe midst ofanational emergency due to
the Covid-18pandemio("Covid'19Pendamio^). With the continued existence ofCovid-18Pandemic and the evolving
guidelines and executive ordeny, it is difficult to determine the impact ofthe Covid-19 Pandemic on Tnsne's performance
under this Agreement. Consequently, the parties agree omfollows:
1 Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and tomeet
the schedule and completion dou»e, subject to provisions below;
2. Each party will abide by any federal, state (US), provincial (Canada) or local orders, directives, or advisories
regarding the Covid-1 9 Pandemic, with respect to its performance of its obligations under this Agreement and each
shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to
so abide or to safeguard its employees, subcontractors, agents and suppliers;
3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or
developments regarding its obligations as the Covid-1 9 Pandemic situation evolves; and
4. If Trane's performance is delayed or suspended as a result of the Covid-1 9 Pandemic, Trane shall be entitled to an
equitable adjustment tothe project schedule and/or the contract price.
Agenda Item #20- Proposal ID: 2598814A
TERMS AND CONDITIONS (SERVICE)
"Company" shall mean Trane U.S. Inc..
1. Agreement. These terms and conditions ("Terms") are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting
from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance
and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent
Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these
Terms as "Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at
hftps://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that
Company provides Customer with Connected Services, as defined in the Connected Services Terms.
3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to
Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions
of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer's order is
expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with
Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to perform
in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's
counter-offer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's
Terms and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or,
at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement
shall be cancelled without any liability, other than Customer's obligation to pay for Services provided by Company to the date of cancellation.
4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are
based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to
the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid
by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate.
5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of
the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable
legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever
payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing
this Agreement.
6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend
performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all
Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due;
(b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty
furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or
comply with any material provision of this Agreement.
7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are
performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property
or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any
necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other
applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as
of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation
to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up
(if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written
quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from
the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to
connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer,
including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications
and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of
control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer
locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used
in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those
selected by Company as suitable for the repair and may be parts not manufactured by Company.
8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work;
(b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment;
unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major
overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide
professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company.
9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or
liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the
following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and
condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting
power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to,
storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or
refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or conduit; electrical distribution system; hydronic structural
supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment
or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low
voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation,
unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event
of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or
sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of
equipment, material, or labor/labour, or per -forming special tests recommended or required by insurance companies or federal, state, or local governments; (f)
Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or
alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening
and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop,
control, and other valves external to the device unless specifically included in the Agreement; 0) Any responsibility for design or redesign of the system or the
Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of
Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recommendations concerning teardown and
internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in,
on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses
involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n)
Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in
no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or
damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation
- _ f 433
@2021 Trane All rights reserved Page 3 of 5 Renew T1_9*5;ethbM '
Agenda Item 920- Proposal ID- 2598814A
of an-ti i:.. i i _,imp- I a -id �i i) Any --n airns,, darnager,, losses, or expensips, -- rising f riom or related -r viork &-ne by or ser.., iDer, provided lby incfividuals or entities that
,are i, . v % — 1: . ".,e Of hiFP.d h-,- Cniiigar y
10- 1 i..-. i I I -d Ww rjjpit. Oorripqr,r Wqrf %qll-]Fj 911,31 1 -ka f the fliatenai manurl'amf w " C-onio ov -ijixi o i%vi*19 i,-) -.9-1,isiorner in pefformaince of the Sewices 1:5 ff-ee
Iron) cufucks ire mailetial arid rri-Dillulaulnu leir a puriod of 12 months Irom thie aarlicr uF the dzslu v�)I uf�%iipuril r*pIa(*m"L abo e I abo
a n d (b) I h (,9 1 r u r
poi -Lion of the h1ainienaince, 3-Brvices ana Addihorial Work has been properly performed for a Der- Dc --)F 90 c; ays F-om date of rumplepion(itm "Limited Warrarity").
Company obligations of equipment start-up, if any are stated in 1he Propa-sal, are colermir-Dus wiL-i -he Limiled Warramy period,. Defects must be reporte-d to
Company within the L imited Warranly period. Company's abligiation under Ihe Lim led Warranty is lir-ired is repairing cc replacing the defecuve pert at fta option
. f shafl ciltach lo Compan� until the ?.1.a1rijt,,n,- - c n
i3ndl lo correctLing any 00mliabour limpropefl� performed b� Company. No li-DI)i-ilv whqNoe-v�_6 inoe S-ervi e�s a a
Addilvir-A Vo'v-k Itavu bouri paid for i4i Full. ExduriLmis from ff)i� Warranly inuluiJu Maims, los*ics, darniAges and -uxpo ii*ij!; In any way wi-irwul.-cd %vilh. rulL*ud It) cw
arisir- g from failure or malfurcUon ciF 6qu ipment due Lo 1he fallowing: wear and tear; ,end of life. failu m: corrosion; erosion; deie,icrakion; Customer's fail ure to rollopiv
the Company -provided mai nt-anance plan; unauthorized -or improper maintenance; unauthorized or improper parts or materia , r-af rig-arant nol supplied by Trane:
and modificalionr, made by o4hers tc) equipment. Company shall nal be obligated to pa-i, for me ocist of IDst riefrigerant or lost prodL--: Some iximr.honent.% of
equipment mat, .jfarrijnF-1 l7i*V Or>ffi-pany mays he.6 wa r ra n t PLI (1ire0IV frm. M.P. C_,Ompnnent iq whiCh ca&�e_ Mi5i Lirnled% WarnqntV ei0t appIV rn rhn:q�., 6
0 polle6ntS
orn and tiijy w;a-f f antV of sL4h- CM pCwlerft 31~ Lqll bed Ilse warranly g iver) hy n" ou erl .: -Aoplier. Ni*..j-NijhSIq fiding the fore 9oln-g, all warranties pf 0-vided
hp,r,?-in wrr-inate vpon termm:qtlon or canigellaWn of rhis Aqree-menit. Eq Irpri -31 )1*-.Tn1, V%af ts Mat af P nor m anUfariored hV Comp;qryy arp i,nr warrantpe
by q finrF h;.,,;P, uCl i w.arr-anlies -,is wV be e Oer% Jod E)y the r�� TP IF RIF M EDIES SET FORTH IN THIS LIMITED VVARRAN TY ARE
TH E SOLE AN D EX L U SIVE R EME 0 IIES FOR WA R RANTY G LAI M 5 P ROV IVE D BY C OMP A N Y TO CUSTOMER U N DER THIS AG REE M ENT AND ARE IIN
LIEU OF ALL OTH E R WA R RAINTIES AND LIABILITIE 9- LLAB I L ITI ES, CON DITION S AN D RE M E DI ES, WMIETH ER IN GONTRACT, WARFtANITY, STATUTE
OR TORT (INCLUDIN G NE G LIGENCE1, ESP ES S 0 R IMP -LIE D, I N LAW OR I N FACT, I N C L U DING ANY IMP LIED WAR RANMES 0 F MERCHANTABI LITY
AND FITNESS FOR A PARTICULAR PURP109SE ANE)OR OrHE:RS AFC I:SIWn FROM CIDURSE OF IDF-ALINr-, OR TRADE.. COMPANY EXPRESSLY
0 1,9 17, L A I M3 AN Y RE PRE3,E NTATICI N S 0 R WA R RA NT IES, ENVOR 5E MENT S DR � 0 ISIDITIONS OF ANY KIN D, EX PRF S.S. GR iMP I_ I r 1:3, INCLUDIIN Q ANY
IMFL I ED WARRANTIES OF QUALITY, FITN ESS. ME R G HAN'TARI L ITY, D U RAB ILITY ANDIOR OTHERS A R IS INN FROM C 0 U RSE OF DEALING OR TRADE
OR REGARDING PREVENTION BY THE SCOPE OF SERVICES. OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANT-Y OF ANY
KIND, INCLUDING WARRANT-Y OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING,
ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA. VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS
(INC,L[jDIN0 iCOVII0T19 OR ANV SIMILAR V!R,1j-E) �(�OLLECTIVELY. "'CONTAMINANIS'), WHETHER INVOLVING Oil IN CONNECTION WITH
EQUIPMENT,. A-NYCOMPONENT THEREOF, SERVICES OR OTIAERW15E, IN NO EVE NTSMALL TRANr FIAVr ANY L IAHII ITS' rQR THE PREVENTION,
ELIMINATION, REDUCTION OR INHIBITPOIN OF THE GROVVTH OR SPREAD OF SUCH CONTAMINAMIT a INVOLVING OR IN CONNECTION WITH ANY
EQUIPMENT- ANY COMPONENT THEREOF, SERVICES OR -OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLIDGES AND AGREES
THERETO-
11 - I ndemn4lyr. Tc.- I he maxim ijm ek Iimm perm I-ed by law, Cimp any and Cursioirrier shall inderr nil y aric hold. h.,: rmlE:;; each other fram anV and all claims, aclion.r,,
COOS (vcm *u.-. :I; rl,_Iffts and - :il,,- iibu* i icludiri� reasonable attornet':&' i`,ees, rewitong fromd"t1h or bodilv u- tic v i.. - dkirnag-0 to real or p<,-rsorkal wperty, w the
exLent caw5ad by the r-uyl gritrice tar Mi8condir.1 of the inderrinifyin-gpArLy- andfOr FL8 reloCiCtiv-0 tampAnyees or oLiur ijAhuriziud agenhi in r,-onriWiW with thoir
acbvities -ivil.,hin the soope of 1h7 s Agreement. Neither pa riv shall indemnify tM o4her againsi claims, damages- -Bxpense-s, cw liabilities to the exter-4 atiributable to
tm acts or cimissions of theothe r party or third parties. If the parties are bosh at fault, the cibEgartion to indemnify shal I be propDr1ionsJ to ffmir relalive fault. Tllra
duly its indemnify anh rnIc,. riamliess v.. I mntin tie in full 'rorcip and effeci., nomiftsitanding the expirwicm cireawly jw-minarinn CA this Agree. ment, with respect tn any
cinlmq ha nn f�cF. -ii rnri�jitif% -i& -1%,7jl pnor rn Pxpi ratic>q or tprminatlon of this Agir-pe — r-i
12 L imitaflon *1 Liabi I illy. NOT IT N STANIVIIN Q A.NYT"I N G TO THE CONTRARY, Wl— I I r R PARTY $HALL 151 E LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT, OR G 0 N SEQUE NTIAL LOSSES OR CA MAGE S OF ANY KIND JINCLUDING WIT -ROUT LI M ITATIO N REFRIGE RANT LOSS, PRODUCT LOSS,
LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNIITIVE DAMAGES WHETHER BASED IN CONTRACT, WARR.ANITY, STATLFFE,
TORT (INCLUDING HIE-GLIGIENCE1, STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS- NOT -WITHSTANDING ANY OTHER
PROVISIO N OF THIS AG R EE M ENT, THE TOTAL AN 0 AGGREGATE LIABrLlTY OF THE COMPANY TO T H E CUSTOME R WITH RESPECT TO ANY AND
AL L CLAI M S C ONNE C TEID WITH, RE LAT ED TO OR AJFU84NG FROM TH E PE RFORMANCe OR NON -PIE k FORMANrE OF THIS AG R EE M ENT[ WH ETHE R
EASE 11 1 N CONTRACT, WARRANTY, STATUTE, TART JINCLUMN � N Eta L 10 ENCE �, STRICT LIABI LITY, INDE M N ITY 0 R A N Y OTHIE R LEGAL TH EORY
OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF
OCCURRE N C E F OR TH E SERVICES AN D ADDITI ONA L WO R K FO R TflE LOCATION WHERE THE LOSS OCCURRE D. IN N 0 EVE OJT SHA LL CO M PANY
S E LIAB LE FOR ANY DAMAGES (WHETH ER DIRECT OR I N D IRE CT) RE SULTI N G FROM MO L100MOU LD, F U N GUS. RACTE R IA. MICRO B IA GR Ovv,T H.
OR C17 H ER 0 C3 NTAM INATES OR AIRIBORN E BIC LOC ICAL AG ENTS. TO T H E m AxiMuM EXTENT ALLOWE D BY LAW, C 0 Pal PAN Y SH AL L N 0 1 BE
LIABLE FOR ANY OF TH E FOLLOMNG I N G ONNEUTION WITH P R QV IDIN1(3 TH E E N E RGY.A N 1151.1 ILDING PE R FORMANCIE 5 r R,M,, ICE 5- INTIE R R U PTI 0 N
DELETION, DEFECT. DELAY IN OPERAT[ON OR TRANSMISSION: CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS, COMMUNICATION
FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR
COMMUNICATIONS NETWORK.
13- COVID49 LIMITATION DIEM LIA b I L I Y. The iransmission of COV ID- '19 may or -cur in a we. riety Qf way,4 anri f curristances, mar ny of the aspects of wh ch are.
vfrentlV not knCrb%ln HVAC se-,-::, �-. iiioducls. ser-uioer�- qno nLthe�f offefinq% h-,ioe not t>eem kPqkp,(J fnr thi�mr effectiveness in re0mIng the sprp,,ad t)f COVID-1-:,4
includiri!� Lhro u.gh jht- cii f in do,_- -.:iJ ranwironmants. IN NO EVENT WI LL TRAN E BE LIABLE V N ID ER TH 1:5 AGREE M ENT OR OTHERWISE FOR ANY ACTION
OR CLAIM, WHETH ER BASE D ON WARRANTY, CONTRACT, TORT OR OTH EIRWISE, FOR ANY BODILY I NJURY (INC LURING DEATH li OR ANY OTH ER
LIABILITIES. DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD- TRANSMISSION OR CONTAMINATION THEREOF)
(CO LLECTIVE LY, -COVID-1 q LIABILIT IES") AN D C USTOMER H EREBY E XPRESSILY RE LEASES TRANE FROM ANY SUCH COVID4 9 LIAR I LITI ES.
14- Aslbe:%Ipw� ania H-aciardous Mmerois I lie! SLtif vices empf f,�-:,-Iy n koll.,In nV if1.entIflCqtI0n aotement, Ile--antip nqn,rol. dispo%al . removal L>f rirhkf k%-nr-(
oonrm�cl..od with asboslos l)0lychlorinat-ed b4phanyl (-Pf, 13"). Or Mh�.:i - r: -. -::. u* v urials 1-colle,,divoly, 01910.Lardous klcituri,.efls' %, Cuslot ner warrards,arid r4p , uzjr�i 11.*-
thal. Lhang are no Hazardous MaNffials on IM premises 1.1hal will ire any v.ay alfuci. Guru pany"s pritrFormance. exc;ept as wl. Forth in awriting signed by Corer-pany
disclosing the existenca and location of any Hazardous Materials in all arigas within which Company will be performing. Snould Company beMme aware -Of Or
suspect the presence of HA =us Materials, Company may immeidiately ra-np work in the affected area and nobfwGus iomer- Customer YAII be responsible far
correLciii-q the fond ilinn in with all applicable laws and negulptions. Cvrx1.x)mi?.r qmill The kzkrlkjr%iveIV rpspmrible for and shall indemnify and hod
Nyrn less Compf,-any [in-cljoi-i.q iM employees. a9e.6nt.% and stjtntrqoorc.) from ana a-gainst any I qF.F.. ran —. li,'. hil 1V , f".& penL;kllle,%, inj ory 'inclvdinq -death � or
liability ofany natura, @ od tho 0@yryient Mereol, arisirl. 01 of rdiltin!� 10 any 1-10200dOuS Malffials on oreibo%i( ff-U pr-emisus, not brought onto lh(,, proalises tyy
-Company- Compa nyshall be ,jgq aired 10 resume verformanve only in the absonce of Hazardous Mc3l.9rials or ve --.ur- (lie of ecled area has Men rendered harmless.
In no event shall Ccm Dank be obligated bo transport or ha ndle Hazardous Male ,ials, provide art' notices to any govern m-Brital ag ency, or exam ine ih-B premises
vie for the presence of Ha2ardous Matenals.
15- Insurance. Cnmpany ag rem- tci mainl�n the follayAng in-9-uranoR durinq the term nf 1h is Aqr�menj Yvilh limits no4 Iesr, than -ti rinwri t%RIcvwi n no vAil, Lj loan
wu4 u0st from Gustomc6r, provido a CoAlicalia of a-vi-doneing the iolli:IW ng cavul U;v
-Commercial nera Liability $2,000,000 per -occurrenoe
AulonwNk3 Liabil Iv $2.000,000 ESL
Vii,orkerr, CompensaJon Stetwc -y Limits
I� CLmsimer has req ijestecl % k>e narneclaan aadilk)nal in-gLjf ej urbdimr Cc pany'r, in:3wranoe polwy, Company wil I do so tiul only �mbjpo, to Cnai oar, V mar uscripi
000)rial insu fed enoorsemeni unde�r i is on C mercl,,I ral I policies in rbo -event does Cixnvany or Its Insurer walve
oen 3 Geft n.�hlls cir sx.hrexlpilion
I a® Fore Miaitruira. Company's dUly to pAurrorry, undor ilhis Ax)r8e01u,)I. i* upm the non-occurraror on EvenI of F&C* MUjc-tiria. it conv�iry
unable to rarry out arm material ligaticn u nd-Dr Jhjy, Agreement due L-D an Event af Force Maou ris. this Agreemerii shall at Cipmpany's eleclion (i) remain in elf-oul.
lbul Company's obligations shall be suspended until the unc-onlrolia Lyle eivent berminates or tiii) b-9 le rminated upon 10 days' no9ce ID -Customer, in which avenl.
Customer shall pay Company for all parts of the Services fu rnishedto the date of terminabon. An "Event of Force Pe aieure' shalt mean an-y cause or event beyond
the c.nrtrnl of Company. Without limiling the forpgnin, war orlhe puhlic ene--V: 1i:od.mrthqijF1RiP,;
'E
1iqh1rin;,,r,rnkyjC.. Sto -rn c i nsurrechoris. nots; I.-Lihof i %q�<jtir djsr;kjIc-!s. I -.31,xif dtatm f or majef iql shor
rm. fire'. civil 0Iso0e0ienc<t. qqr(Je ffom Ine L,%sjxeil source�
Or Sug>ply. *@bu(@()0,, r-ostraini. by wurl Ord -or or public authority (Miuthibr valid 4)r irivolie: ). @nd aubur u-- r-cin-action by or inabiliLy Lo OUt-L-jir) Of ku-up in loreij tlio
neces-sarij govBmmental authorizations, permits, licer!ses, cartificates or appruvals if not caused by Company; ar d the requirements of any applicable government
in art' manner [hat dive rts e�ih er the malerial or the f inisried product 11a the direci i3r indirect benefit of the government.
17- Ma inter ance Services Other Tlha n ScJa4y Scheduled Service- If Company Kuntprkanria S_ervicL,herpuric-er are not li rr iced wiely ti) Sched,.. ser�-
ll�e! provisiceis shql ql:-,%i> (a � R-eqvlre-d resionalion sliall U lx0ormed 0y CvstomeLf qt Its ws[ pricif to t)e.irrej 01-1c ,gated 10 P.`--fex 1) 1 - !reurbdevo
'D2 0 2 1 Tra n e r-% 0 :Z f 433
All roghts reserved' Flage 4 of 5 Reyiewc&
Agenda Item 920- Proposal ID- 2598814A
(b) ary changes. acijus,-mentri, sari ce cc rep. -. ors 'lade la the Equipment by any party othe- than Company. Linlers a ppr-oved by Company in wnti ng , may. at
C.nmparry's optinn, lef rniiiatp Comps nV's onliriahrir lei render furlhpr service JD Vhe Equipment sn affimried ill Urh ca.w_ rn rpfi.jrd of 9nV pnrlion of ff-se Sprvire
Fees sho 11 tip, a )(I i:C: (.",9.1,_$loMer 31'% �Jll Wi 1-1111?'-' lltl� no4if V C4mpanv of onV tonusoxal perloar anc� of 1: (Ivipment; �iil) pelf il -onky, Company pefwnnel to rep@ if
or adl us[ E44 r ipmunkwid,,or coiltrul s diri -)U t-) u Tur --; or to R-Onewal T-SM, anpd (iii) utkze qualifiud pur*oilri-'I Lo Oro-ourly ouur@to the E(juifimovill. ir) oi=irdanca wilh
tl-s applicable operating manuals and recommended Drocadures-
18- GenEirall- Except ar, provided below, to the maximu m extani provided lby law, this AgrEHame nt is made ar d shall be inlerpreted and en(acced in accordance
with the I airs of the state or provinoe in which Company performs The Servkar;. Any d mule arising under or relating lo this Agreeme -I shall be decided by
lit9illiol-I ir) -I art 01 CoMpeter)l I urisd icluor) located in the $Late C - :i oxince� i n which the ervice-,s are perfcwmeci. r 0 the ex tent Me . -i qre iyoineo La ri <1 'o r
operatud by aril uqunuy of tho U nitud Skatu* Fud-oral Governitiricril. dic.c - minakin ol'urid' *i%Ab*tar- Live L sju 0 Iu,,Y!shAII Lm,, aucurding to ltiu Uri &d Slulos Fodural
-zommcn law -of Go-iammenL mniracis as enurmdailed and applied by U nitud Siales Fi9dera judicial bodie--i and boards ref contract appeals of the U ni'lied Sla Les
Federal Government. This Agireameni contains, all of the agreements, representations and understariC ings. of th- a parbas and supemedles all previrrus
uncerstardings, commitments or agreemenis. oral or wrillen, related to the Servicies. If and term or condition of this Agreement is invalid, illegal cc incapable
of being enfvcerl hV an-y rLi 1p ref LqW, all other Te-rma; :if -hi:3 Agreeme -it will r�werll-,elew remain in ftill forre and e_ff�Gi as to .9!3 lhe -economic or le, q.aI si 051.1ric.p.
of the iransaclion corften pl;31&d home YL 1, .3 .1, 1 -) ;a mari ner a0yerse lo any h-ef MO. Cwslomer may not m;sign. LcanSllff , CW eonyrjy this Ai% eiri 1. or
any Owl Mwf, wiLliuvt R)u wriLWn uuii*uril, oaf Currivi-iny. Subjuct Lea (tic fur&goirig, lhi� Agirn,6nt shiell bind u rid iinum to lJw,, borio-ril. of Lim pijb us liuruku and
their permilted successors and assigns. This Agreement may ba execuLed in several ccunterparis- each of which win executed shall lie clesmed to b-B an
original, but all loge -,,her shall mnslitule but ore and the -same Agreement. A fully executed facsimile copy hereof -or the severa counterparts -sl- all suffice as an
original. Customer may mt assign, transfer, orcc-rivey this Agreerrieril or any pars 1- ereof, or ils righl. title oc inleirest herein, YMhoul the written nsent DF Com parry-.
c ,�WOJPCI: to the fore lrq, Mis AgreemW sl- all --,p V nn nQ i il%nn ;anri ii i {p to the 0e.-nPfi- nf the par lie5i' rF,15-peCtive SUCVP. cLgors and Ni!) failLi rp or deflaV hV
ff%-e � omonV in enf-orci ng Lqr)V Ntil or exef cisir-ti) oi ry i, - m: Y u,)dei [hv� Agreement Shell lie deeMed 10 be q war �tf bv the Ccm,,,iany of any right Of f emedV
1 B_ Eq ua I Employment OpportunitylAffirmalive Actio n C lause. Company is a federal cupiracLar that complies fuller with Execulive Order 11 24G . as am-Brided,
anc -he appiicabla regulations cDritained in 41 C.F.:R. Parts Gri-1 through 60-60, 29 U.S.C. SectiGn 723 and the applicable r-equialions contained in 41 C.F.R_ Part
5 -; and M U.S.C. Se: -Jon d 2 - 2 and the applicable regulatians. contained in 41 C. F.R Parl 60-260 Execulivem Or -der 1 341M ancl S eath3n 2q CFR 471, appendix
A tri F.i Mps -1A f Poardrnti; I np -orinp of employee riq -its in lhe Uniled $larkmc. ard with (.-;an.q(Ji.q n Charter of Riqhlq and Fre-p0ornq cichedulp E.10 the Canada Act
1 Bi32 (U K 1 1 e,:IV. C. 11 �11 I.-J Pf O.An e:.al h timf,3n I ii hM Comes IrW err? ploVment I-Liw in (�,q nqo,a
20, U.S. Government 38FAGGS. The following provision applies orply to di remit sales by Company to the US Goveirnmenli. The Pa -L -U!:F duknawleftq, that
all items orse-vi-.9sordigred ard delivered under this Agreement are Commercial I Lems as defined under Part 12 a' Lhe Federal Accluisilion Regulation (FAR). In
parlicu lar, Company agrees to be bound only by those Federal cciritracting clauses -hat apply to "commercial" suppliers and 1harl: are oon-wa ned in FAR 52-212-
Compariv complies wilh- 62.21�-8 or -,52.21-9-9 in its service and irrstallalion .-mrilm,cli-ig bucknes2. Tlhe following provision applies only to indirrect
sales lay cornpony 1.0 the U$ Governmenli- A$q Cornmircial lle�fr :�tihcmtrartor. Comp,,,.ny,,ira��Mks only the4olli)wing, marimlmory flow <Jowr)
15. -52 222, M 52 222-35. 5 _J15' :52 2�12-3151_ 52 247-64 If thcL �> irvices are in connection volh a U,;!�. Govo�fnrn-cnt wntra(,I. C-ustorylcr corlifirm; thoit It has
provided J c-urtifivations lu u I gu%ewnrrient officials, inuludirig buo. nul limitud lo tha
ovided aria 'aril pruwide curnurim.. -AU.Liralb, and cumpl-ate information, rvprvs9nLaMn8 ary
tiontrac'jrg officer and officials of the Small Business AdminisLraticn, on all matters related tG the prime contract, incAuding bul not limited to all aspects of its
ciwner%hip, eL,igmilry, anal performance. Anything herein ncitwithstanding, Company will have no obligations lo Customer uriless and unil Customer pr-civides.
Comj:,inV with -a irve. -:orr",anij complete copy -of the. prime me� contract. U pon request, CListomer will provide maples to Cornpariv ref all Mquesled writt-en
wi,y)[11unicatic's)s With on� �Overnmenll Yfficiu, iulated 10 its prime contwt prvir' 10 Or CCmICUirfent volh Lhe 0)�.ocutlon tncf-'of . Including Wt not limited lo and
tommuriicaticx)s rolawd to C usLuMEWS ayrororship- eligi bilily -or performance if 1he prime curdracl.. Cuslcimur will obtain writl.,sn authurizabon and appir-awal from
Company prior lu providing any govemnlran( official any information abi3LrL Company's performance of the Services Lhat are the subjed iff the Proposal w this
Agreement. other than the Proposal o- this Agreement.
21 - LI railed WRIVeir of SOVeireign Imm u nits}. If Customer i!s an I ndian -tribe (in ifte U.S.) or a Firal Nation or :and Gourd din Canada), Cusiciffler, whether acting
in ilq_ v,,q ptqolV ac�. a quo-ef n fn-en- pcivernmental entity. ,a rJuly oWnized corWrale, enlilV or otherwise. (of Itse If and for " a i, n : Jj
gents, successors. and as$ Q !3 i
her-oby orovide-S this linlitoid waili-or or Its sovoro-qn Imrownily as to -any dani@!�cs. cl;�hims, lawsuit, or cav&e -of on (herein m4vlion"� tw�ouejhil -against Cusiomc-r k>y
Company arid ari*ii rig rT allaged lr,% a rise uuL iff Lhe furirlishin-g by Company of any product or servica u rider this Agrverrlont. wt)ether such k.,-ticmi is bomsud i n
c.ontracl. tort. strict liabil ity- civil lia bilily or any oLher legal Lheory; (2) agrees thal. juris-dicticn and venue for anys uch AcLicin shad bq pro;per and valid (a ) i( Customer
is in the U.S.. i n any state or U nitEd Siales. DDurt h3caled in the state in wh ic:h Company is performing This Aug rEemEnl -or (bk, if'Curlo—.er is in Canada, in the -superior
m any waive% anynhl-echon lo jurisdiction or venufL: �,4]l cnuri of the provinone or terrolory in which the work was perf-cirmed. (1) L. kpn:m_.qqly clonse -il's lo such Actmr, any
0hy Wr-111.1iro"TIN C-1 e,%0ouslion of trib-al marl. or admini4lrabv-0 rrYri(,9di(,9S ior a0y Aclion wising oul ul ur rel;DiLibd to this Agroefnc9n4. and (5� 0�orassly
acknuModges and ag ruc_ i.-ial Company is not !su bjesl lo Lhe jurisdiction -of Cuslamer's Iri bal court or any si — ilar Lribal f uru —, iFuL CuMomor Y� 11 rul. hying any
action against Company ir- tribal court, and that Customer will not avai I itself of any rL. ng or -direction -of the tribal court permitting of dir-ecting it to au spend its
sLhalf c- uF.I.)mer warrants and irepeasents that sucindi :h 4dual is dull authof ized
payment or other cib] igalions under lh is Agreement. The individual I gni ng on be
lo prewicle this waiver anti enlEu i nto this Agreempr I F1 -id that this Agreement COnSl The valid and legally birwding -cibligalion of C,ustnmF.L,-, enforceab&e in
ac , r .4ro ance, vdilh il� r-e-mis
_M- 7 (074?0�
Supersedes 1 -2G- 130-7 (0919)
Q;x
f4 ( �' 4., L
f 433
&202 1 Trane All roghts reserved Flage 5 of 5 Ren e w9i 0 ��Lf:��? _ .
Agenda Item #20.
PUBLIC RECORDS. In accordance with Sec. 119.07011 Florida Statutes, CONTRACTOR must keep
and maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described in the Proposal or Bid. Upon request from the
Village's custodian of public records,. CONTRACTOR must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR
who fails to provide the public records to the Village, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in the Proposal
or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and
following completion of the Agreement if the CONTRACTOR does not transfer the records to the
Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to
the Village, all public records in possession of the CONTRACTOR, or keep and maintain public
records required by the Village. If the CONTRACTOR transfers all public records to the Village
upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of the Agreement, the
CONTRACTOR shall meet all applicable requirements for retaining public records. Records that
are stored electronically must be provided to the VILLAGE, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS
CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT
Imcwilliams@tequesta.OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has
jurisdiction to investigate municipal matters, review and audit municipal contracts and other
transactions, and make reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with the Village shall fully
cooperate with the inspector general in the exercise of the inspector general's functions,
authority, and power. The inspector general has the power to take sworn statements, require
the production of records, and to audit, monitor, investigate and inspect the activities of the
Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and
eradicate fraud, waste, mismanagement, misconduct, and abuses.
Page 376 of 433
Agenda Item #20.
"The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy
to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("'ADA")
by ensuring that the Contractor's [ agreement /bid documents and specifications ] are accessible
to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written
statement indicating that all [ agreement /bid documents and specifications], from Contractor,
including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format
that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the
Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by
the World Wide Web Consortium ("WK"), Web Accessibility Initiative UWAI"), available at
www.w3.org/TR/WCAG/."
Page 377 of 433
Agenda Item #20.
VILLAGE OF TEQUESTA
AGREEMENT T FOR AIR CONDITIONING SERVICES
THIS AGREEMENT FOR AIR CONDITIONING SERVICES is entered into
this day of October2021, and effective retroactively t October l 1 s livable, by
� ply
and between the VILLAGE OF T E Q U E S T , a Florida municipal corporation with offices
located at 345 Tequeta Drive, Tequesta, Florida 33469, organized and existing in accordance with
the laws of the State ofFlorida, hereinafter the "Village"-, "-, and TRANE U.S. INC., a foreign
corporation authorized to do business in Florida, with local offices located at 2884 Corporate way,
Miramar, Florida 33025, hereinafter the "Contractor' and collectively with the Village, the
"Parties".
WIT1 ESSE'TH
The village and the Contractor, in consideration ofthe mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency r of which is hereby
acknowledged by both parties, hereby agree as follows:
I. SCOPE of SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide air conditioning services on an -needed basis for Village
Fall and the Public Safety Building facilities (the ""Services"') for the Village's Public works
Department. pursuant to all applicable statutory, licensing and village code requirements. This
Agreement is procured as a "sole source" contract pursuant to the Contractor's Sole Source
proposal letter, dated September 29, 2021 and attached hereto as Exhibit "A".
.COMPENSATION: In consideration for the above Scope of Services, and
pursuant to Exhibit "A", pricing shall be as follows;
a EA -- Straight Time $1 .hour; overtime $4.00hour; Holiday .00hour;
* Mechanical - Straight Time 150.0hour; overtime $225.00hour; Holiday $ oo.00 hour.
In consideration for the above Scope of Services, and pursuant to Contractor's three Renewal
Fetters, attached as Exhibits "B", "C", and "D," the Village shall pay the Contractor a total amount
not to exceed twelve thousand, five hundred eighty-seven dollars $ I ,51.00 annually, and not
to exceed thirty-seven thousand, seven hundred sixty-one dollars $3 7,76 1.00 over the entire terra
of this Agreement. The Village shall pay the Contractor after receipt of the Services, and within
forty five 45 days of receipt of an invoice documenting the amount due.
Page 1 of 7
Page 378 of 433
Agenda Item #20.
of employee —employer or principal --agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
g. INSPECTOR GENERAL; Pursuant to Sections 41-- -4 of the Palm
Beach County Code of ordinances, the office of the Inspector General has jurisdiction to
investigate municipal matters, review and audit municipal contracts and other transactions, and
make reports and recommendations to municipal governing bodies based on such audits, reviews,
or investigations. All parties doing business with the village shall fully cooperate with the
inspector general in the exercise of the inspector general's functions, authority, and power. The
inspector general has the power to take sworn statements, require the production of records, and
to audit, monitor, investigate and inspect the activities of the village, as well as contractors and
lobbyists of the village in order to detect, deter, prevent, and eradicate fraud, waste,
mismanagement, misconduct, and abuses.
9.1 E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
11, the Contractor shall: 1 register with and use the E-Verify System E-verify.gov to
electronically verify the employment eligibility of all newly hired workers; and verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement acre
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit
stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized
Alien, as that term is defined in Section 44 .o I k , Florida Statutes, as may be amended. The
Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the
duration of the subcontract and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period. The village shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
44 .0 l , Florida Statutes, as may be amended. If the Contractor has a good faith belief that the
Contractor"s subconsultant has knowingly violated Section 44 .0 l , Florida Statutes, as may be
amended, the village shall notify the Contractor to terminate its contract with the subconsultant
and the Contractor shall immediately terminate its contract with the subconsultant. In the event o
such contract termination, the Contractor shall be liable for any additional costs incurred by the
Village as a result of the termination.
Page 3 of 7
Page 379 of 433
Agenda Item #20.
hereto, and required insurance certificates constitute the entire Agreement between both Parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the
provision of services called for in this Agreement without prior written consent of the Village.
15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in Scope ofServices. Upon request
from the village's custodian of public records, the Contractor must provide the Village with copies
of requested records, or allow such records to be inspected or copied, within a reasonable time in
accordance with access and cost requirements of Chapter 11, Florida Statutes. A Contractor who
fails to provide the public records to the village, or fails to make there available for inspection or
copying, within a reasonable time may be subject o attorne's fees and costs pursuant to Section
119.0701, Florida Statutes, and other penalties under Section 11 .10, Florida Statutes. Further,
the Contractor shall ensure that any exempt or confidential records associated with this Agreement
or associated with the provision of services contemplated herein are not disclosed except a
authorized by law for the duration of the Agreement term, and following completion of the
Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion
of the Agreement, the Contractor shall transfer, at no cost to the village, all public records in
possession of the Contractor, or keep and maintain public records required by the Village. If the
Contractor transfers all public records to the village upon completion of the Agreement, the
Contractor shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and maintains public records
upon completion of the Agreement, the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be provided to the Village,
upon request from the Village's custodian of public records, in a format that is compatible with
the village's information technology systems.
IF TCONTRACTOR HAS QUESTIONS REGARDING TEE
APPLICATION of CHAPTER 119, FLOREDA STATUTES, To TEE
CONTRACTOR'S DUTY To PROVIDE PUBLIC RECORDS RELATING
TO T S CONTRACT, PLEASE CONTACT TIIE VILLAGE CLERK,
Page
Page 380 of 433
Agenda Item #20.
IN WITNESS WHEREOF, the pies hereto have executed this Agreement on the
date and year first above written.
WITNESSES:
/1
ATTEST:
Lori McWilliams, MMC
Village Clerk
TRANE U.S, INC.
By: n anager
Authorized Signatory
(CorporateSeal) Art1
OAC4-w VL
VILLAGE OF TEQUESTA
By: Frank II'Ambra III, Mayor
(Seal)
Page 7 of 7
Page 381 of 433