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HomeMy WebLinkAboutReso 2009-1475 RESOLUTION NO. 2009- ~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH TRANE FOR INSPECTION, MAINTENANCE, AND/OR REPAIR SERVICES OF THE AIR CONDITIONING UNIT AT PELICAN COMMUNITY PARK, IN AN AMOUNT NOT TO EXCEED ELEVEN THOUSAND FOUR HUNDRED TWENTY-FOUR DOLLARS ($11,424.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach is desirous of keeping the air conditioning unit at Pelican Community Park operating at peak performance, especially for the gymnasium which requires a constant temperature to mitigate damage to the hardwood floors; and WHEREAS, on September 18, 2008 via Resolution No. 2008-1317 the City Comri1ission approved an agreement with Trane for an initial chemical cleaning and coating of the air conditioning unit ($5,450.00), along with an annual maintenance and inspection service ($5,480.00), in Pelican Community Park, in a total amount not to exceed Ten Thousand Nine Hundred Thirty Dollars ($10,930.00); and WHEREAS, on March 19, 2009 via Resolution No. 2009-1396 the City Commission approved a 1 st Amendment to the Agreement to replace a defective chill water valve actuator on the air handling unit, replace a chilled water temperature sensor in the multi-stack chiller, and furnish and install a Trane Tracer Summit Workstation, software and graphical user interface, in the amount ofTen Thousand Nine Hundred Dollars ($10,900.00); and WHEREAS, staff is now in need of annual maintenance and inspection services for the air conditioning unit in Pelican Community Park; and WHEREAS, Trane has expressed its ability and desire to provide these services, and has provided a proposal in the amount of Eleven Thousand Four Hundred Twenty-Four Dollars ($11,424.00) for a one year period beginning October 1, 2009, and shall renew automatically for successive periods of one year until terminated by either party; and WHEREAS, the City wishes to enter into an Agreement with Trane for these services of the air conditioning unit at Pelican Community Park, in an amount not to exceed $11,424.00, attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The Agreement with Trane for inspection, maintenance, and/or repair services of the air conditioning unit at Pelican Community Park, R2009- Trane Ac Maintenance Agmt Pcp Page 1 of 2 in an amount not to exceed Eleven Thousand Four Hundred Twenty-Four Dollars ($11,424.00), attached hereto as Exhibit "A", be, and the same, is hereby approved. Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said First Amendment to Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution shall become effective upon adoption. PASSED AND ADOPTED this 17th day of September 2009. ATTEST: ~A~ Jane A. Hines, CMC, City Clerk AS TO FORM AND NCY Moved by: ~~ Sc..%lL Seconded by: CoYY\Ny\'~ ~ cr. "2., AJ Vote: S-U Mayor Edelcup Vice Mayor Thaler Commissioner Brezin Commissioner Goodman Commissioner Scholl v (Yes) V (Yes) V (Yes) t/ (Yes) Z(Yes) _(No) _(No) _(No) _(No) _(No) R2009- Tranc 1\c Maintcnancc 1\1,'ffit Pcp Page 2 of 2 .0%-°"44 t \9 �.< . _ CITY OF SUNNY ISLES BEACH TRANE EQUIPMENT MAINTENANCE SERVICE FLT AGREEMENT WITH TRANE BUILDING SERVICES CONTRACT NO. C0809-061 THIS CONTRACTJAL AGRE ENT reinafter referred to as the "Agreement") is made in duplicate, this I 7 day of , , 2009, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and TRANE BUILDING SERVICE, a division of American Standards Inc., a corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. #is FEDERAL TAX ID #25-0900465 RECITALS WHEREAS, the City is in need of a contractor to provide air conditioning maintenance services of the air condition equipment for Pelican Community Park, located at 18115 North Bay Road, Sunny Isles Beach, Florida("Services"); and WHEREAS, Contractor has expressed the ability and desire to provide theses Services subject to the terms and conditions contained herein; and WHEREAS, the City desires to contract with Contractor to provide the Services, as more fully described in Attachment "A" which is attached hereto and made a part hereof; and WHEREAS, the City desires to enter into an Agreement with Contractor to provide the Services in an amount not to exceed Eleven Thousand Four Hundred Twenty-Four Dollars ($11,424.00), as more fully described in Attachment "A". NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. SERVICES. Contractor agrees to furnish all labor and materials in a good workmanlike and professional manner and to perform the Services designated in Attachment"A" attached hereto, and incorporated herein by reference. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City C0809-061- TRANE SERVICE AGREEMENT Exhibit "A" City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin October 1, 2009 and shall end one (1) year thereafter with optional one (1) year renewal periods. The optional one (1) year renewal terms shall renew automatically unless the City provides written notice to the Contractor at least thirty(30) days prior to the end of the current term that the City does not wish to renew the term. Payment will be made only for work completed to the satisfaction of the City. Contractor is to commence performance of work on the Commencement Date and continue in a diligent manner until work is complete. Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 18 and 19 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. 4. COMPENSATION. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachment "A", which fee shall be disbursed on a quarterly basis, as more fully described in Attachment"A" and under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. d. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the 2 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor shall deliver the documents to the City within fifteen (15) calendar days. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, sub-Contractors or employees, as indicated below: ❑ Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000)aggregate. ❑ Worker's Compensation, as required by law, but with no less than $1,000,000 for Employer's Liability. 3 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax ❑ Business Automobile Liability which shall include coverage for all owned, non- owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000) per occurrence, One Million Dollars ($1,000,000) per accident for bodily injury and Five Hundred Thousand Dollars ($500,000) per accident for property damage. ❑ Umbrella/Excess Liability coverage in addition to the foregoing limits that when combined with the foregoing limits provide total coverage of at least Three Million Dollars ($3,000,000). Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability,with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. The City reserves the right from time to time to change the insurance coverage and limits of liability required to be maintained by Contractor hereunder. Contractor shall also require and ensure that each of its sub-Contractor(s) providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within its reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor 4 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor (s)) shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph 8 A(i) and A(ii) shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 10. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of TEN (10)years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any 5 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax other remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. 11. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Rick Conner With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 If to the Contractor : Daniel Marrerro Trane Building Services 2884 Corporate Way Miramar, Florida 33025 Tel: (954) 499-6900 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. 13. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of Three (3) years. 14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. 6 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. CONFLICTING PROVISIONS. The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document. 17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by in writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. 18. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating to professional services in the performance of this Agreement. The Contractor's duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting 7 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax therefrom, caused by any negligent acts, errors, mistakes or omissions related to professional services in the performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. The Contractor hereby acknowledges receipt of TEN DOLLARS ($10.00) and other good and valuable consideration from the City in exchange for giving the City the indemnification provided herein. 19. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 20. UNDISCLOSED CONDITIONS. In the event that undisclosed conditions are discovered during the performance of this Agreement, the City shall have the right to cancel this Agreement upon ten days (10) days written notice to Contractor . 22. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. 8 C0809-061-TRANE SERVICE AGREEMENT City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNESSES: CONTRACTOR: Trane Building Services Signature .r� BY: Print Name Signature and Tire WITNESSES: LOUIS J. ZACCONE District Manager Signature Print Name ATTEST: C 0 SUNNY ISLES BEACH BY: _ BY: ),/,( /- �,��� Jane A. Hines, CMC, City Clerk orman S. Edelcup, Mayor APPROVED AS TO FORM AND LEGAL S - ° CIE CY 111 BY: �' H! ittmot, City Attorney 9 C0809-061-TRANE SERVICE AGREEMENT 0 TRANE • Building Services "The Agreement" ... ,. .. ,. - ... . .... . . .. . ... .......... ..... . . ...... ,.. . . . .. "..... . . . .... ._ CUSTOMER NAME: ,,.� City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 a„ SITE ADDRESS: „- '"�.,. Pelican Community Park ., ` ,, ' 18115 North Bay Road • ',• r," - Sunny Isles Beach, FL 33160 .11 it • pMtl �,_,*�" _ . LOCAL TRANE OFFICE ADDRESS: Trane to 0 " 2.L.AL 2884 Corporate Way I.4.1_1 _ `; ,,. �(' ��t Miramar, FL 33025 .......imeasas„` . ",• AGREEMENT NUMBER: 668818 DATE: June 11, 2009 NE WA!LWILDJNGS VR)HA t!!1!LH 1.1)H LJLL. Attachment "A" ©2009 Trane All rights reserved Page 1 of 11 Select Service Agreement .� rRavE TRANE SELECT SERVICE AGREEMENT Scope of Services — Standard Inclusions Provided in your Select Service Agreement: C4: Trane Scheduled Maintenance Scheduled number of specific service events and associated labor �► a performed during Trane normal business hours as outlined in the \\*41\ \° Equipment Coverage and Services section of this Agreement. Basic materials and supplies determined necessary by the Trane Technician • for the normal performance of Scheduled Maintenance are covered by 11 the annual fee and include grease, oil, cleaning solvents, and wiping , cloths. • Refrigerant Management This scope includes: • Refrigerant Replacement at 10% of Charge per unit per year • Trane Technicians will capture and track all refrigerant activity performed by Trane for each piece of Covered Equipment • Refrigerant Usage Reports can be generated annually 0 Trane Laboratory Anaiysit, The Trane Chemical Laboratory performs routine analysis and trending of oil, absorption solutions, and refrigerants as required. Equipped with this knowledge and Trane's extensive experience we can identify and head off potential system failures more definitively than service providers who depend on third party testing laboratories. C) Specified System Repair Coveract! Covers the cost of all required repairs to maintainable components on the systems specified during Trane normal business hours. Non-specified equipment repairs will be invoiced separately on a time and materials basis. Overtime repair labor for emergency failures (outside of Trane regular business hours) will be invoiced separately on a time and material basis. ©2009 Trane All rights reserved Page 2 of 11 Select Service Agreement TRAII/E Building Services The following is an overview of the scope of Trane's services to be performed on Covered Equipment. Items marked are included in this agreement. Services Cooling Season Service Included X r Annual Maintenance Inspection (1) on all equipment listed uX Operating Inspections Qty(5) Services Labor and Materials for Covered Equipment Included X Scheduled Maintenance Labor Scheduled Maintenance Parts and Materials Emergency Repair Parts and Materials (labor provided at prevailing hourly rate) Emergency Repair Labor: Repairs will be performed on covered equipment during Trane regular business hours. Overtime Repair Labor for Emergency Failures (outside Trane regular business hours) Refrigerant Replacement 10% of Charge per year Refrigerant Usage Reporting Please Note: Overtime Labor for Scheduled Maintenance, requested by customer, to be performed after regular Trane business hours, will be billed at $58.00 per hour, per technician. ©2009 Trane All rights reserved Page 3 of 11 Select Service Agreement '/llll� s .� TRAHE Building Services E cued Additional Services Included Condenser Tube Brushing once per year Condenser Head (one end) removed by Trane and Visual Tube Inspection once per year as part of Tube Brushing service listed above. Clean Condenser Coils once per year Cooling Tower Cleaning once per year Evaporator Coil Cleaning once per year on Air Handlers Starter Maintenance on 480 Volt or less, starters only; where applicable Air Filter Changes as required up to Qty ( ) changes per year Air Filters supplied by Trane during maintenance inspections (HEPA Filters not included) Oil Removal and Disposal by Trane in accordance with EPA Guidelines Drive Belts supplied by Trane once per year Oil Analysis on Chillers—Trending oil analysis provides insight into potential system problems Specifically excluded under this agreement: • 10 Year Overhaul or 10 year/40,000 hour R'Newal Service if applicable • Repairs due to corrosion or erosion of equipment • Maintenance or repair of non-maintainable items (Le. Piping, valves, insulation) • Power wiring, disconnect switches and circuit breakers • Crane or special rigging service required for repairs • Repairs resulting from acts of god (hurricanes, lightning etc) ©2009 Trane All rights reserved Page 4 0111 Select Service Agreement 0 TRAM Building Services TRANE SCHEDULED SERVICE AGREEMENT Equipment Coverage and Services g m a ft 1 F • q I le In.' 1 t .1 ,. :' The following "Covered Equipment"will be serviced: Equipment Manufacturer Model Number Serial Number Air Handler Trane MCCB008 K06L35085A Air Handler Trane MCCB012 K06L35097A Air Handler Trane MCCB021 K06L35091A (2) 7.5HP Chill Water Pumps NA NA NA Chiller Airstack ASP20A NA ©2009 Trane All rights reserved Page 5 of 11 Select Service Agreement SERVICE FLOWS Service: Air Cooled Chiller Annual Inspection • Unitary visual equipment inspection • Supply fan inspection • Bearing lubrication • Megger compressor motor • Megger supply fan • Electrical inspection • Start up seasonal cooling Service: Air Cooled Chiller Run Inspection • Unitary visual equipment inspection • Supply fan inspection • Log unit Air Handler Annual Inspection (AHU-110) Description • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. • Inspect the unit for cleanliness. • Inspect the fan wheel and shaft for wear and clearance. • Check the sheaves and pulleys for wear and alignment. • Check the belts for tension, wear, cracks, and glazing. • Replace once per year. • Verify tight bolts, set screws, and locking collars. • Check dampers for wear, security and linkage adjustment. • Verify proper operation of the condensate drain. • Verify clean air filters & coils. • Verify proper operation of the spray pump, if applicable. • Verify smooth fan operation. • Log operating conditions after system has stabilized. • Lubricate the fan shaft bearings, if applicable. • Lubricate the motor bearings, if applicable. • Test the operation of the low temperature safety device, if applicable. • Test the operation of the high static pressure safety device, if applicable. • Test the operation of the low static pressure safety device, if applicable. • Check the thermal cutout on electric heaters, if applicable. • Check the step controller, if applicable. • Check and record supply air and control air pressure, if applicable. • Verify the operation of the control system and dampers while the fan is operating. • Clean the starter and cabinet. • Inspect the wiring and connections for tightness and signs of overheating and discoloration. • Check the condition of the contacts for wear and pitting. • Check the contactors for free and smooth operation. • Meg the motor and record readings. ©2009 Trane All rights reserved Page 6 of 11 Select Service Agreement Air Handler Run Inspection (AHU-130) Description • Check the general condition of the fan. • Verify smooth fan operation. • Check and record supply and control air pressure, if applicable. • Verify the operation of the control system. • Log the operating conditions after the system has stabilized. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate uncorrected deficiencies detected. Pump Annual Inspection (PMP-110) • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. • Check motor shaft and pump shaft for alignment, if applicable. • Inspect the coupling for wear. • Verify that the shaft guard is in place and tight, if applicable. • Verify water flow through the pump. • Check for leaks on the mechanical pump seals, if applicable. • Verify proper drip rate on the pump seal packing, if applicable. • Verify smooth operation of the pump. • Lubricate the motor bearings as necessary. • Lubricate the pump bearings as necessary. • Clean the starter and cabinet. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Meg the motor. • Verify tight connections on the motor terminals. • Check the condition of the contacts for wear and pitting, if applicable. • Check the contactors for free and smooth operation. • Verify proper volts and amps. Pump Run Inspections (PMP-111) • Verify smooth operation of the pump. • Check for leaks on the mechanical pump seals, if applicable. • Verify proper drip rate on the pump seal packing, if applicable. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. ©2009 Trane All rights reserved Page 7 of 11 Select Service Agreement TRANE Building Services TRANE SELECT SERVICE AGREEMENT Hricng and Acceptance Customer Address: Site Address: City of Sunny Isles Beach Pelican Community Park 18070 Collins Avenue 18115 North Bay Road Sunny Isles Beach, FL 33160 Sunny Isles Beach, FL 33160 Trane Service Agreement This Service Agreement consists of the pages beginning with the title page entitled The Agreement,"the consecutively numbered pages immediately following such title page, and includes and ends with the Trane Terms and Conditions (Service) (collectively, the"Service Agreement" or"Agreement"). Trane agrees to inspect and maintain the Covered Equipment hereof according to the terms of this Service Agreement, including the"Terms and Conditions,"and"Scope of Services" sections hereof. Trane agrees to give preferential service to Customer over non-contract customers. Service Fee Customer agrees to pay to Trane$11,424.00 for each year of the Term, payable at$2,856.00 per quarter, as the fee (the "Service Fee") for the inspection, maintenance and/or repair services described in the Scope of Services section hereof with respect to the Covered Equipment. The Service Fee is subject to adjustment as provided herein. Term The initial term of this Service Agreement shall be 1 year(s), effective 10/1/2009 provided that Trane will have no obligation to Customer prior to execution of this Service Agreement in the space provided below by an authorized representative of Trane. Following expiration of the initial term on 9/30/2010, this Agreement shall renew automatically for successive periods of 1 year until terminated as provided herein. This Agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions. SUBMITTED BY: David Toll Proposal Date: June 11, 2009 License Number: CACO23485 Account Manager CUSTOMER ACCEPTANCE TRANE ACCEPTANCE Trane U.S. Inc. Authorized Representative Authorized Representative Printed Name Title Title Purchase Order Acceptance Date Signature Date ©2009 Trane All rights reserved Page 8 of 11 Select Service Agreement Building Services TRANE SELECT SERVICE AGREEMENT ierrns ana conditions The following"Terms and Conditions"are attached to and made a part of 4. Payment and Taxes. Payment is due upon receipt of Trane's invoice. the Service Agreement ("Agreement") between the named Customer and Except as may otherwise be provided in the"Service Fee"section,annual Trane. Service Fee amounts shall be paid in advance of performance of the Services. Trane reserves the right to add to any account outstanding for For Services performed in the United States,"Trane"shall mean Trane U.S. more than 30 days a service charge equal to the lesser of the maximum Inc. For Services performed in Canada,"Trane"shall mean Trane Canada allowable legal interest rate or 1.5%of the principal amount due at the end Co.,except where the context provides otherwise. of each month. Without liability to Customer, Trane may discontinue services whenever payment is overdue. In addition to the stated Service Trane's Services are furnished pursuant to and subject to the following Fee, Customer shall pay all taxes not legally required to be paid by Trane terms and conditions,except for any Services that are the subject of a pre- or, alternatively, shall provide Trane with acceptable tax exemption existing valid written agreement currently in effect between Trane and certificates. Customer shall pay all costs (including attorneys' fees) Customer,in which case such written agreement shall apply. incurred by Trane in attempting to collect amounts due. 1. Acceptance. A Proposal or Agreement made upon these terms is 5.Termination. This Agreement may be terminated by either party upon a subject to Customer acceptance in writing delivered to Trane within thirty material breach by the other party of its obligations hereunder upon (30)days from the date hereof. If your order is an acceptance of a written fourteen(14)calendar days prior written notice to the breaching party and Proposal on a form provided by Trane, without the addition of any other the failure of the breaching party to cure the breach within such fourteen terms and conditions of sale or any other modification,this document shall (14) day period. Notwithstanding any termination, Customer shall remain be treated solely as an acknowledgment of such order, subject to credit liable to Trane for any amounts for services provided by Trane and not then approval. If your order is not such an acceptance, then this document is paid. Trane's offer, subject to credit approval, to provide the services solely in accordance with the following terms and conditions of sale. If we do not 6. Performance. Trane shall perform the services described in this hear from you within two weeks from the date hereof,Trane shall rely upon Agreement with respect to the listed Equipment with reasonable your silence as an acceptance of these terms and conditions and any promptness in a workmanlike manner in accordance with industry performance will be pursuant hereto. Customer's acceptance of services standards generally applicable in the area. Except as otherwise provided by Trane will in any event constitute an acceptance by Customer of these in writing in"Scope of Services,"Services will be performed during Trane's terms and conditions. normal business hours and any after-hours services shall be billed separately according to then prevailing overtime or emergency labor/labour 2.Term, Renewal, and Cancellation. The Initial Term of this Agreement rates. Trane's duty to perform under this Agreement and the Service Fee shall be as stated in the"Pricing&Acceptance"section hereof. Thereafter, are subject to the approval of Trane's credit department, are subject to unless earlier terminated, this Agreement shall be automatically renewed Events of Force Majeure, and contingent upon the ability to procure for succeeding 12 month terms (each a "Renewal Term"), subject to the materials from the usual sources of supply. Upon disapproval of the credit -Renewal Pricing Adjustment, upon Trane's delivery to Customer of a department or upon the occurrence of any such event as aforesaid,Trane serves "renewal letter at least forty-five (45) days in advance of the may delay or suspend performance or, at its option, renegotiate Service scheduled expiration date and Customer's failure to notify Trane in writing Fees, and/or terms and conditions with the Customer. If Trane and no later than thirty(30)days prior to the scheduled expiration date that the Customer are unable to agree on such revisions, this Agreement shall be Agreement shall not be renewed. This Agreement may be cancelled upon cancelled without any liability, other than Customer's obligation to pay for the written notice of either party to the other(for any reason or no reason) services rendered by Trane to the date of cancellation. This Agreement no later than thirty (30) days prior to the scheduled expiration date; presupposes that all major pieces of equipment are in proper operating provided, however, that, in the event of a cancellation by Customer, condition as of the date hereof. Services furnished are premised on the Customer shall pay to Trane the balance of the Service Fee applicable to Equipment being in a maintainable condition. In no event shall Trane have the then current 12 month period of the Term. The Service Fee is based on any obligation to replace Equipment that is no longer maintainable. During performance during regular business hours. the first 30 days of this Agreement, and/or upon seasonal start-up (if included in the Services), an inspection by a Trane technician of Covered 3. Renewal Pricing Adjustment. The Service Fee for an impending Equipment indicates repairs or replacement is required,Trane will provide a Renewal Term shall be the Current Service Fee (defined as the Service written quotation for such repairs or replacement. If Customer does not Fee for the Initial or Renewal Term immediately preceding the impending authorize such repairs or replacement, Trane may remove the Renewal Term)adjusted by the following: (a)increase and/or decrease for unacceptable Equipment from the "Equipment Coverage" or "Scope of additions and/or deletions to Scope of Services; (b) 25% of the Current Services" sections of this Agreement and adjust the Service Fee Service Fee shall be adjusted based upon the calendar year change in the accordingly. During the Term,Trane may elect to install/attach to Customer (i) U.S. Bureau of Labor Statistics Producer Price Index for selected equipment or provide portable devices (hardware and/or software) for commodity groupings (Metals and Metal Products)for Services performed execution of control or diagnostic procedures. Such devices shall remain in the United States or (ii) Statistics Canada Industrial Producer Price the personal proprietary property of Trane and in no event shall become a Index, Goods (Raw Material Price Indexes) for Services performed in fixture of customer locations. Customer shall not acquire any interest,title Canada; (c)65%of the Current Service Fee shall be adjusted based upon or equity in any hardware, software, processes, and other intellectual or the change to cost of labor; and (d) 10% of the Service Fee shall be proprietary rights to devices used in connection with providing service on adjusted based upon changes to Trane services overhead costs, which Customer equipment. Trane reserves the right to remove such items at its include but are not limited to the cost of fuel, truck leasing, and office- discretion. Trane may refuse to perform any services or work where related overhead factors. The Service Fee for an impending Renewal Term working conditions could endanger or put at risk the safety of Trane shall be set forth in the service renewal letter furnished to Customer. employees or subcontractors. ©2009 Trane All rights reserved Page 9 of 11 Select Service Agreement 0 Tit/111E Building Services 7.Customer Obligations. Customer shall: (m)Any claims, damages, losses, or expenses, arising from or related to (a)Provide Trane reasonable and safe access to all Equipment; conditions that existed in, on, or upon the premises before the effective (b) Follow manufacturer recommendations concerning teardown and date of this Agreement ("Pre-Existing Conditions"), including, without internal inspection, major overhaul, restoration or refurbishing of the limitation, damages, losses, or expenses involving pre-existing building Equipment; unless expressly stated in the Scope of Services statement, envelope issues, mechanical issues, plumbing issues, and/or indoor air Trane is not performing any manufacturer recommended teardown and quality issues involving mold/mould and/or fungi; internal inspection, major overhaul, restoration or refurbishing of the (n) Replacement of refrigerant is excluded, unless replacement of equipment; Trane shall not be responsible to perform any subsequent refrigerant is expressly stated as included within the scope of Trane's repairs to the Equipment necessitated by Customer's failure to follow such Services, in which case replacement shall in no event exceed the stated manufacturer recommendations; percentage of rated system charge per year expressly stated in the scope (c) Reimburse Trane for services, repairs, and/or replacements performed of Services. Customer shall be responsible for the cost of any additional by Trane beyond the"Scope of Services"or otherwise excluded hereunder. replacement refrigerant; Such reimbursement shall be at the then prevailing overtime/holiday rates (o)Operation of the equipment; for labor/labour and prices for materials and may at Trane's option be (p)Any claims, damages, losses, or expenses, arising from or related to subject to a separate written agreement prior to its undertaking such work; work done by or services provided by individuals or entities that are not and employed by or hired by Trane. (d) Unless water treatment is expressly included in Trane's Scope of Services,provide professional cooling tower water treatment in accordance 9.Warranties. (a)Trane manufactured material supplied and installed by with any reasonable recommendations provided by Trane. Trane is warranted to be free from defect in material and manufacture for a period of twelve months from the earlier of the date of start-up or 8. Exclusions. Unless expressly included in "Scope of Services" or replacement and Trane's obligation under this warranty is limited to "Equipment Coverage," the services to be provided by Trane do not repairing or replacing the defective part at its option; (b) labor/labour is include,and Trane shall not be liable for,any of the following: warranted (to have been properly performed)for a period of 90 days from (a)Any guarantee of room conditions or system performance; completion and Trane's obligation under this warranty is limited to (b) Inspection, maintenance, repair, replacement of or services for: chilled correcting any improperly performed labor/labour; and (c) non-Trane water and condenser water pumps and piping; electrical disconnect equipment and/or parts are not warranted by Trane and shall have such switches or circuit breakers; motor starting equipment that is not factory warranties as are extended to Trane by the respective manufacturer. mounted and interconnecting power wiring; recording or portable Labor/labour to install parts supplied by Customer is not warranted by instruments, gauges or thermometers; non-moving parts or non- Trane. Notwithstanding the foregoing, all warranties provided herein maintainable parts of the system, including, but not limited to, storage terminate upon termination or cancellation of this Agreement. THE tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, WARRANTY AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN or refrigerant; insulation; pipe covering; refractory material; fuses, unit CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR cabinets; electrical wiring; ductwork or conduit; electrical distribution IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY system; hydronic structural supports and similar items; the appearance of AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A decorative casing or cabinets; damage sustained by other equipment or PARTICULAR PURPOSE. IN NO EVENT SHALL TRANE BE LIABLE FOR systems; and/or any failure, misadjustment or design deficiencies in other ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL(INCLUDING WITHOUT equipment or systems; LIMITATION LOST REVENUE OR PROFITS), OR PUNITIVE DAMAGES. (c)Repairs or replacement of parts made necessary as a result of electrical NO REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR power failure, low voltage, burned out main or branch fuses, low water FITNESS OF PURPOSE IS MADE REGARDING PREVENTION BY THE pressure, vandalism, misuse or abuse, improper operation, unauthorized SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD, alteration of Equipment, accident, negligence of Customer or others, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER damage due to freezing weather,calamity or malicious act; CONTAMINATES. TRANE SPECIFICALLY DISCLAIMS ANY LIABILITY IF (d)Any damage or malfunction resulting from vibration, electrolytic action, THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED freezing, contamination, corrosion, erosion, or caused by scale or sludge TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. on internal tubes except where water treatment protection services are provided by Trane as part of this Agreement; 10.Indemnity. Trane and Customer shall indemnify,defend and hold each (e) Furnishing any items of equipment, material, or labor/labour, or other harmless from any and all claims,actions,costs,expenses,damages performing special tests recommended or required by insurance companies and liabilities, including reasonable attorneys'fees, resulting from death or or federal,state,or local governments; bodily injury or damage to real or personal property, to the extent caused (f) Failure or inadequacy of any structure or foundation supporting or by the negligence or misconduct of the indemnifying party, and/or its surrounding the Equipment or any portion thereof; respective employees or agents. If the parties are both at fault, the (g) Building access or alterations that might be necessary to repair or obligation to indemnify shall be proportional to their relative fault. The duty replace Customer's existing equipment; to indemnify will continue in full force and effect, notwithstanding the (h) The normal function of starting and stopping the Equipment or the expiration or early termination hereof,with respect to any claims based on opening and closing of valves, dampers or regulators normally installed to facts or conditions that occurred prior to expiration or termination. protect the Equipment against damage; (i)Valves that are not factory mounted: balance, stop, control, and other 11. Limitation of Liability. NOTWITHSTANDING ANY CONTRARY valves external to the device unless specifically included in the Agreement; PROVISION, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, (j)Any responsibility for design or redesign of the system or the Equipment, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE obsolescence,safety tests,or removal or reinstallation of valve bodies and (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS), dampers; WHETHER CLAIMED UNDER CONTRACT, WARRANTY, NEGLIGENCE, (k)Any services, claims, or damages arising out of Customer's failure to STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR FACTS, OR comply with its obligations under this Agreement; PUNITIVE DAMAGES. (I) Failure of Customer to follow manufacturer recommendations concerning overhaul and refurbishing of the Equipment; ©2009 Trane All rights reserved Page 10 of 11 Select Service Agreement TRAl1/E- .9uilding Services 12. Asbestos and Hazardous Materials. Trane's services expressly remove the invalidity or unenforceability. Customer may not assign, exclude any identification, abatement, cleanup, control, disposal, removal transfer, or convey this Agreement, or any part hereof, without the written or other work connected with asbestos or other hazardous materials consent of Trane. Subject to the foregoing, this Agreement shall bind and (collectively, "Hazardous Materials"). Should Trane become aware of or inure to the benefit of the parties hereto and their permitted successors and suspect the presence of Hazardous Materials,Trane may immediately stop assigns. Except as provided for Service Fee adjustments, no work in the affected area and shall notify Customer. Customer will be modifications,additions or changes may be made to this Agreement except responsible for taking any and all action necessary to correct the condition in a writing signed by both parties. This Agreement may be executed in in accordance with all applicable laws and regulations. Customer shall be several counterparts, each of which when executed shall be deemed to be exclusively responsible for and shall indemnify and hold harmless Trane an original, but all together shall constitute but one and the same (including its employees, agents and subcontractors)from and against any Agreement. A fully executed facsimile copy hereof or the several loss,claim,liability,fees,penalties,injury(including death)or liability of any counterparts shall suffice as an original.Trane reserves the right to change nature,and the payment thereof,arising out of or relating to any Hazardous the terms and conditions herein at any time upon written notice to Materials on or about the premises, not brought onto the premises by Customer provided at least thirty days prior to the effective date of such Trane. Trane shall be required to resume performance of the services only changes. when the affected area has been rendered harmless. 17. Equal Employment Opportunity/Affirmative Action Clause. Trane 13. Insurance. Trane agrees to maintain insurance in the following is a federal contractor which complies fully with Executive Order 11246,as minimum amounts during the Term: Commercial General Liability -- amended,and the applicable regulations contained in 41 C.F.R. Parts 60-1 $1,000,000 per occurrence; Automobile Liability -- $1,000,000 CSL; through 60-60, 29 U.S.C. Section 793 and the applicable regulations Workers Compensation -- Statutory Limits. If Customer has requested to contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the be named as an additional insured under Trane's insurance policy, Trane applicable regulations contained in 41 C.F.R. Part 60-250 in the United will do so but only to the extent of Trane's indemnity assumed under the States and with Canadian Charter of Rights and Freedoms Schedule B to indemnity provision contained herein. Trane does not waive any rights of the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human subrogation. Rights Codes and employment law in Canada. 14. Force Majeure. If Trane shall be unable to carry out any material 18.U.S.Government Work. The following provision applies only to direct obligation under this Agreement due to an Event of Force Majeure, this sales by Trane to the US Government. The Parties acknowledge that all Agreement shall at Trane's election (i) remain in effect but Trane's items or services ordered and delivered under this Agreement/Purchase obligations shall be suspended until the uncontrollable event terminates or Order are Commercial Items as defined under Part 12 of the Federal (ii) be terminated upon ten (10) days notice to Customer, in which event Acquisition Regulation (FAR). In particular,Trane agrees to be bound only Customer shall pay Trane for all parts of the Work furnished to the date of by those Federal contracting clauses that apply to "commercial"suppliers termination. An"Event of Force Majeure"shall mean any cause or event and that are contained in FAR 52.212-5(e)(1). Trane complies with 52.219- beyond the control of Trane. Without limiting the foregoing,"Event of Force 8 or 52.219-9 in its service and installation contracting business. The Majeure"includes:acts of God;acts of terrorism, war or the public enemy; following provision applies only to indirect sales by Trane to the US flood; earthquake; tornado; storm; fire; civil disobedience; pandemic; Government. As a Commercial Item Subcontractor,Trane accepts only the insurrections; riots; labor disputes; labor or material shortages; sabotage; following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222- restraint by court order or public authority (whether valid or invalid), and 35; 52.222-36; 52.222-39; 52.247-64. If the Work is in connection with a action or non-action by or inability to obtain or keep in force the necessary U.S. Government contract, Customer certifies that it has provided and will governmental authorizations, permits, licenses, certificates or approvals if provide current, accurate, and complete information, representations and not caused by Trane. certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all 15.Services Other Than Solely Scheduled Service. If Trane's services matters related to the prime contract,including but not limited to all aspects hereunder are not limited solely to Scheduled Service, the following of its ownership, eligibility,and performance. Anything herein provisions shall also apply: (a) Required restoration shall be performed by notwithstanding, Trane will have no obligations to Customer unless and Customer at its cost prior to Trane being obligated to perform hereunder; until Customer provides Trane with a true, correct and complete executed (b)any changes,adjustments,service or repairs made to the Equipment by copy of the prime contract. Upon request,Customer will provide copies to any party other than Trane, unless approved by Trane in writing, may, at Trane of all requested written communications with any government official Trane's option, terminate Trane's obligation to render further service to the related to the prime contract prior to or concurrent with the execution Equipment so affected;in such case no refund of any portion of the Service thereof, including but not limited to any communications related to Fee shall be made;and(c)Customer shall(i)promptly notify Trane of any Customer's ownership, eligibility or performance of the prime contract. unusual performance of Equipment; (ii) permit only Trane personnel to Customer will obtain written authorization and approval from Trane prior to repair or adjust Equipment and/or controls during the Term; and (iii) utilize providing any government official any information about Trane's qualified personnel to properly operate the Equipment in accordance with performance of the work that is the subject of this offer or agreement,other the applicable operating manuals and recommended procedures. than this written offer or agreement. 16. General. To the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of 1-26.130-7(0208) the state or province in which work is performed. This Agreement contains Supersedes 1-26.130-7(0108) all of the agreements, representations and understandings of the parties and supersedes all previous understandings,commitments or agreements, oral or written, related to the subject matter hereof. If any part of this End of the Agreement Agreement is deemed to be unlawful, invalid, void or otherwise unenforceable, the rights and obligations of the parties shall be reduced only to the extent required to ©2009 Trane All rights reserved Page 11 of 11 Select Service Agreement Preview Page 1 of 1 City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission FROM: Susan Simpson, Cultural and Human Services Director DATE: 9/1712009 RE: Resolution to Approve a Service Agreement with Trane RECOMMENDATION: It is recommended that the City Commission consider the attached resolution for service and maintenance of the air conditioning unit at Pelican Community Park with Trane in an amount not to exceed Eleven Thousand, Four Hundred, Twenty Four Dollars ($11,424.00). REASONS: Pelican Community Park operates on one air conditioning unit. In order for it to operate properly, quarterly inspections and maintenance is required. This agreement will cover inspections and regular maintenance by a trained and certified Trane professional covering basic materials and supplies for the normal performance, refrigerant management, lab analysis and specific system repair coverage as further detailed in the attached agreement. ADDITIONAL INFORMATION: This proposal has been reviewed by the Public Works Director and Facilities Manager for their approval. Funds for this maintenance agreement is budgeted in the Building Repair and Maintenance Account for Pelican Community Park in account number 10.573.5463. FUNDING SOURCE: General fund account number 10.573.5341. ATTACHMENTS: . Resolution . Agreement Agenda Item IDS ~-o9 Date http://sibagenda.sibfl.net/agenda/Preview.aspx?ItemID=90&MeetingI