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Home My WebLink AboutAgreement_General_11/10/2016 (3) VILLAGE OF TEQUESTA CONTRACT FOR HVAC PRODUCTS, INSTALLATION AND SERVICES AND RELATED PRODUCTS AND SERVICES THIS, CONTRACT is entered into, and effective, this 10 day of October, 2016, by and between the VILLAGE OF TEQUESTA, FLORIDA, a municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter "Village "; and TRANS U.S., INC., a foreign corporation with offices located at 10947 Golden West Drive, #100, Hunt Valley, Maryland, hereinafter "Contractor ". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Village and the Contractor both hereby agree to enter into this Contract for HVAC Products, Installation, Services and Related Products and Services, whereby the Contractor shall provide the Village with comprehensive HVAC products, installation, services and related products and services on an as- needed basis. The Village is a registered agency authorized to piggyback on contracts awarded through the US Communities. The Village's registration is attached hereto as Exhibit "A ". Pursuant to its registration with the US Communities, the Village is authorized to piggyback onto the Contractor's contract for HVAC Products, Installation, Services and Related Products and Services through September 30, 2018. The contract; including the RFQ and its three (3) addendums, as well as the pricing for services being contracted, is all attached hereto as Exhibit B and is hereby incorporated into this Contract as if fully set forth. *US Communities Contract 15 -JLP -023 2. COMPENSATION: Pursuant to Exhibit B. The Village shall pay the Contractor after receipt of the Product and /or services, and within thirty (30) days of receipt of an invoice documenting the amount due, in accordance with Exhibit B. 3. INSURANCE AND INDEMNIFICATION: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as are specified on Exhibit B, shall name the Village as an "additional insured" on the liability portion of the insurance policy. The Contractor shall indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, Page 1 of 4 arising out of error, omission, negligent act, or conduct, or misconduct of the Contractor, his/her agents, servants, or employees in the performance of services under this Contract. 4. PUBLIC ENTITIES CRIMES ACT: As provided in Sec. 287.132 -133, Florida Statues, by entering into this Contract or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six (36) months immediately preceding the date hereof. This notice is required by Sec. 287.133(3)(a), Florida Statutes. 5. TERMINATION• NOTICE: This Contract may be terminated b either a u Y Y party p thirty (30) days written notice to the other party, in accordance with Exhibit B. Notice shall be considered sufficient when sent by certified mail or hand delivered to the parties at the following addresses: Village n g Contractor Village of Tequesta TRANS Commercial Services. 345 Tequesta Drive Ingersoll Rand Tequesta, Florida 33469 6965 Vista Parkway North, Suite 11 Attn: Director of Utilities West Palm Beach, Florida 33411 Attn: Amar Sukhai, Svc. Acct. Manager 6. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Contract is not a contract for employment and that no relationship 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. 7. ATTORNEY'S FEES: In the event a dispute arises concerning this Contract, the prevailing party shall be awarded attorney's fees, including fees on appeal. 8. CHOICE OF LAW; VENUE: This Contract shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to same. 9. AMENDMENTS AND ASSIGNMENTS: This Contract, all Exhibits attached hereto, and required insurance certificates constitute the entire Contract between both parties; no modifications shall be made to this Contract unless in writing, agreed to by both parties, and attached hereto as an addendum to this Contract. The Contractor shall not transfer or assign the performance of services called for in the Contract without prior written consent of the Village. Page 2 of 4 10. CONFLICTING TERMS: To the extent there are any conflicting terms between this Agreement and Exhibits A and/or B, the terms in this Agreement shall control over the terms in the exhibits hereto. 11. INSPECTOR GENERAL: 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 parries 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. 12. PUBLIC RECORDS: In accordance with Sec. 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 the Proposal or Bid. 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 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, the 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, 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. Page 3 of 4 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 THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768 -0685 OR AT lmcwilliamsCa- te(iuesta.org OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. IN WITNESS WHEREOF, the parties hereto have executed this Contract the date and vear first above written. WITNESSES: TRANE U.S., INC. Edward Blair, Service Fulfillment ?Manager - - - -- �, (Corporate Seal) VILLAGE OF TEQUESTA ATTC ST: igall ennan, ayor �= � APO QSeal) Lori McWilliams, MMC Q r' p qT' P Town Town Clerk 'N.a= SEAL '..INCORPORATED:' �/E4,� O? Pa(yc 4 of 4 EXHIBIT A US Communities- TIN: 596044081 USAWMMUNITIES plitwucrs c. soLuuutis cONIRAC T DOCUM. E% - TS SHOP ociveapimr r pt;NCilA4tHr; ,t! Thank you for registering! You aft on your way to savitig time and money through U.S. Communities. Your uw name, password and details on homy to start using U.S. Communities contracts has been emailed to you. Your account number or TIN: 596044091 Moro InforMation Request contact from any of our suppliers to receive more information, connect your existing account to U.S. Communities contract pricing or to set up a new account. Each supplier you select will contact you individually within 48 business hours, For a quick description of servxes available through the supplier, dick the info icon. To continue without additional supplier contam your registration is complete and you can continue browsing through the wtbsite. Ernail * dchambers @tequesta.org R..n L.v.e� fn..w...:n.. ►l.,..�. R Y....1 •nw {:..I IwA.,.e.i�l Tn.1.wwLwi.. EXHIBIT B US Communities - Trane Contract Number 15 -JLP -023 RFP 15 -JLP -023 RFP 15 -JLP -023 Addendum 1 RFP 15 -JLP -023 Addendum 2 RFP 15 -JLP -023 Addendum 3