HomeMy WebLinkAboutReso 2008-1317
I
RESOLUTION NO. 2008- I 31 I
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH TRANE FOR MAINTENANCE SERVICE
TO PERFORM AN INITIAL CHEMICAL CLEANING AND
COATING OF THE AIR CONDITIONING UNITS ALONG WITH
AN ANNUAL MAINTENANCE AND INSPECTION SERVICE AT
PELICAN COMMUNITY PARK, IN AN AMOUNT NOT TO
EXCEED TEN THOUSAND NINE HUNDRED THIRTY DOLLARS
($10,930.00), A TT ACHED HERETO AS EXHIBIT "A";
AUTHORIZING THE MA YOR TO EXECUTE SAID
AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF
THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach is desirous of keeping the air conditioning
units 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, staff has recommended an initial chemical cleaning and coating of the air
conditioning units to lengthen the life of the coils and prevent premature corrosion ($5,450.00),
along with an annual maintenance and inspection service ($5,480.00); and
WHEREAS, Trane submitted a proposal to the City to provide these services for the air
conditioning units in Pelican Community Park, in a total amount not to exceed Ten Thousand
Nine Hundred Thirty Dollars ($10,930.00), 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 maintenance services of
the air conditioning units at Pelican Community Park, in an amount not to exceed Ten Thousand
Nine Hundred Thirty Dollars ($10,930.00), 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
agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate the terms of this Resolution.
Section 4.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 18th day of September 2008.
R200H- Trane A( Maintenance Srys For Pelican Comm Pk
Page 1 of 2
ATTEST:
~^l~
Jane A. ines, CMC, City Clerk
D AS TO FORM AND
F CIENCY
Vote: 5-t)
Mayor Ede1cup
Vice Mayor Thaler
Commissioner Brezin
Commissioner Goodman
Commissioner Scholl
R200K- Trane I\C Maintenance Srn For Pelican Comm Pk
vCY es)
0Yes)
0Yes)
~Yes)
--'L(Y es)
Moved by: ~)"rvW\~~~ S.C.~DLL
Seconded by: V', u. tf\ ~ y TH )I\-L~
_(No)
_(No)
_(No)
_(No)
_(No)
Page 2 of 2
I _n
OF SllN
TO:
VIA:
FROM:
DATE:
RE:
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33 160
City Commission
Norman S. Edelcup, Mayor
Lewis .1. Thaler, Vice Mayor
Roslyn Brezin, Commissioner
Gerry Goodman, Commissioner
George "Bud" Scholl, Commissioner
(305) 947-0606 City Hall
(305) 949-3 I I 3 Fax
(305) 947-2150 Building Department
(305) 947-5 I 07 Fax
A. John Szcrlag, City Manager
Hans Ottinot, City Allorney
.Jane A. Hines, CMC City Clerk
MEMORANDUM
The Honorable City Commission
A. John Szerlag, City Manager
Susan Simpson, Cultural and Human Services Director
September 18, 2008
APPROV AL OF AN AGREEMENT WITH TRANE FOR REGULAR
MAINTENANCE AND INITIAL CHEMICAL CLEAN AND COATING OF
THE AIR CONDITIONING UNIT AT PELICAN COMMUNITY PARK
RECOMMENDATION:
It is recommended that the City Commission consider a maintenance agreement with Trane for
regular maintenance of the air conditioning units at Pelican Community Park in an amount not to
exceed Ten Thousand, Nine Hundred, Thirty Dollars ($10,930).
REASONS:
The air conditioning unit, especially for the gymnasium which requires a constant temperature to
mitigate damage to the hardwood floors, is vital to the daily operations of Pelican Community
Park. In an effort to keep the system operating at peak performance, it is recommended that
routine inspections and maintenance be performed. Attached for your consideration is a
maintenance agreement with Trane to perform an initial chemical cleaning and coating in the
amount of $5,450 and an annual maintenance and inspection service in the amount of $5,480.
ADDITIONAL INFORMATION:
The initial chemical coating will lengthen the life of the coils and prevent premature corrosion.
Funds are available in the Pelican Community Park FF&E fund, account 20.600.5611 for the
initial chemical clean and coating. Funds for the annual maintenance contract have been
budgeted in FY 08/09 budget account # 10.573.5463, Repair and Maintenance.
Funding a\'ailablc:
Financc Dcpartmcnt
-0&
Agcnda Itcm No.:
(",'cr Mcmo Tronc Ac Mtcc 1\/,'fl1t
Commission I\lccting Datc:
--- . .1
CITY OF SUNNY ISLES BEACH
TRANE EQUIPMENT MAINTENANCE SERVICE
AGREEMENT WITH TRANE BUILDING SERVICES
CONTRACT NO. C0708-083
THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement")
is made in duplicate, this _ day of , 2008, 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 J.D. # is
RECIT ALS
WHEREAS, the City is in need of a contractor to provide air condition maintenance
services and chemical cleaning of 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
Maintenance Services in the amount not to exceed Five Thousand Four Hundred Eighty Dollars
($5,480.00) per year plus a one time fee of Five Thousand Four Hundred Fifty Dollars
($5,450.00) for a Chemical Clean and Anti-Corrosion Coat application, 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 an? 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
C0708-083 - TRANE SERVICE AGREEMENT
Exhibit "A"
S\B
City of Sunny Isles Beach
18070 Collins A venue, Sunny Isles Beach, Florida 33 I 60
(305) 947-0606 phone (305) 949-3113 Fax
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
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, 2008 and shall end one (I)
year thereafter with two (2) one (I) year options to renew. The option renewal terms do not
renew automatically and may only be exercised by mutual written agreement between the
parties. 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
19 and 20 entitled "Indemnification and Waiver of Liability," and "Compliance with Law,"
respectively, shall survive termination of this Agreement.
4. COMPENSA TION. 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
2
C0708-083 - TRANE SER VICE AGREEMENT
S F
City of Sunny Isles Beach
I 8070 Collins A venue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Contractor with the prior written approval of the City. If the City disputes any charges on the
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-Contractor s or employees, as indicated below:
o 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.
o Worker's Compensation, as required by law, but with no less than $1,000,000 for
Employer's Liability.
3
C0708-083 - TRANE SERVICE AGREEMENT
...
J I ...-1
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
o 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.
o 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's Risk Management
Department. 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 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
C0708-083 - TRANE SERVICE AGREEMENT
P n
)
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 9 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
C0708-083 - TRANE SERVICE AGREEMENT
s
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: A. John Szerlag With a copy to:
City Manager Hans Ottinot
City of Sunny Isles Beach City Attorney
18070 Collins A venue City of Sunny Isles Beach
Fourth Floor 18070 Collins A venue
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 I 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
C0708-083 - TRANE SERVICE AGREEMENT
"'"\
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v
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 payor
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- I I. I, 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
C0708-083 - TRANE SERVICE AGREEMENT
S \ ,.,
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
C0708-083 - TRANE SERVICE AGREEMENT
,....
I ~.."
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
Print Name
BY:
Signature and Title
.' .
.' .
.' .
.' .
. . .
. . .
.' .
. .
WITNESSES:
Signature
Print Name
ATTEST:
BY:
Jane A. Hines, CMC, City Clerk
APPROVED AS TO FORM AND
LEGAL SUF ICIENCY
9
C0708-083 - TRANE SERVICE AGREEMENT
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Pelican Community Park
18115 North Bay Road
Sun'ny Isles FL 33160
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2884 Corporate Way
Miramar, FL 33025
Daniel Marrero
June 17, 2008
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ATTACHMENT "A"
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Trane's goal is to provide reliable, efficient HVAC solutions for Pelican Community Park, Trane Service will
accomplish this by providing knowledgeable. professional technicians to work on your HVAC systems, Our
commitment includes:
Dependability and Consistency
Assigned Service Team - Your service team will consist of our professional Service Coordinator, Service
Technicians, and Account Manager with extensive HVAC experience. Our technicians have a thorough
understanding of controls, heating, refrigeration, and airside systems.
Priority Response - Pelican Community Park will receive preferred service status. Priority Emergency
Response is available on a 24-hour-per-day basis,
Automated Scheduling System - Trane utilizes a computerized scheduling program to ensure that all services
included in this agreement are performed.
Superior Service Delivery
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Trane's Exclusive Service Procedures
Trane Building Services' global proprietary service
procedures ensure consistent quality through:
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. Uniform service delivery
. Pre-job parts planning
. Documented work procedures
. Efficient and economical delivery of services
. An emphasis on Safety & Environments
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Service Work Flow - Trane's industry exclusive service flow process includes detailed procedures that identify
steps for: safety, parts, materials, tools, and sequence for execution, Trane's procedures also include steps for
safety, quality control, work validation, and environmental compliance.
This process assures a complete service event. No critical steps are skipped or lost. Systems serviced in this
way offer a higher degree of reliability and operational longevity. Trane's exclusive service procedures deliver
superior service and most reliable outcomes at the most cost-effective price.
Trane's proprietary program is unequalled in the industry.
S/a
@2008 Trane All rights reserved
Page 2 of 11
Service Agreement
. ~RANE'
BlHjd!ng Se.lVi,..:~e$
Knowled~e Transfer
Documentation - Work performed on your equipment will be documented by the technician and reviewed with
you at the completion of each visit.
Operational System Optimization - Trane Technicians will review operating sequences and practices for the
equipment covered by this agreement and advise you of operational improvement opportunities.
Training for Facility Staff - Concurrent with annual start-up, your Trane Technician will instruct your operator
how to operate the equipment covered by this agreement.
Health and Safety
Safety Management Program - Trane Building Services employs several full time Occupational Safety and
Health Administration (OSHA) 30-hr certified safety managers who are available to perform safety consultations
related to the service performed at your site. Our Safety Management Program includes monthly safety training
for all Trane Building Services field personnel, field supervisor jobsite audits, technician job safety analyses, and
other key risk assessments and control strategies.
Personal Safety - Trane service technicians are. at a minimum, OSHA 1 O-hr certified, or equivalent with yearly
retraining on all key occupational safety and health topics. Most of our technicians have participated in "Smith
Safe" driver training and are Department of Transportation (DOT) Hazmat certified, They are provided with up to
date personal protective equipment (PPE) and training on its use and limitations. Trane maintains an industry
leading position in National Fire Protection Agency (NFPA) 70E Electrical Safety, technician ergonomics and fall
protection programs.
Drug-Free Workplace - Trane service maintains a Drug-Free Workplace, with a robust drug and alcohol testing
program,
Environmental Manaqement
Refrigerant Policy - Trane Building Services practices and procedures are compliant with all Federal and State
laws and regulations concerning the proper handling, storage, and repair of leaks of ozone-depleting
refrigerants and their substitutes according to Environmental Protection Agency regulation 40 CFR Part 82.
Trane service technicians are Universal-certified and use only certified recovery equipment.
Refrigerant Management Program - Trane Building Services maintains and uses Trane Refrigerant
Management Software (RMS) to capture, manage and report Refrigerant Activity, The Refrigerant Activity
Report Form is used by the technician to record all refrigerant activity that has occurred on each piece of
equipment. The form data is entered into RMS after it is submitted to and checked by central office personnel.
Annually, Trane prints a report from RMS of all Refrigerant activity that has occurred at each site. The report
details all refrigerant activity performed by Trane Building Services Technicians for each piece of equipment.
Oil Disposal - Trane Building Services removes used oil from your refrigeration units and disposes of it in
accordance with all environmental regulations. Trane has a national contract with a leading provider of used oil
services to recycle used oil where allowed and properly dispose of used oil which does not meet recycling
requirements (In states where used oil is a hazardous waste, Trane will remove used oil from refrigeration units
for the customer to arrange disposal),
''I
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Page 3 of 11
Service Agreement
. _T~E'
dfl!/d.llff.1 :':I'i'rvrr.,e-..::
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 Annual Maintenance Inspection
X Operating Inspections Qty(3)
Services Labor and Materials for Covered Equipment
Included
X Scheduled Maintenance Labor
, I
X Scheduled Maintenance Parts and Materials ( 5p~l;' PIG rArZ-fs) /Co// (/~~
Emergency Repair Parts and Materials 1-1 ))/(} K/ ~.
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
X Refrigerant Usage Reporting
AJ? '/11
L
Please Note:
Overtime labor for Scheduled Maintenance, requested by customer, to be performed after regular Trane
business hours, will be billed at $45.00 per hour, per technician.
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@2008 Trane All rights reserved
Page 4 of 11
Service Agreement
Services 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
Evaporator Tube Brushing once performed in Contract Year
X 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)
X Oil Removal and Disposal by Trane in accordance with EPA Guidelines
Drive Belts supplied by Trane once per year
Spectrographic Oil Analysis - Trending oil analysis provides insight into potential system
problems
Specifically excluded under this agreement:
. 10 Year Overhaul or 10 year/40,OOO hour R'Newal Service if applicable
. Repairs due to corrosion or erosion of equipment
. Maintenance or repair of non-maintainable items (i.e. Piping, valves, insulation)
. Evaporator and Condenser coil/tube cleaning unless specifically included
· Power wiring, disconnect switches and circuit breakers
· Crane or special rigging service required for repairs
· Repairs resulting from acts of god (hurricanes, lightning etc)
. All repairs
S / ",
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Page 5 of 11
Service Agreement
. TRANE
t(lirf~I"!J ~~:..- :'h~'.,
The following "Covered Equipment" will be serviced:
Equipment Manufacturer Model Number Serial Number
Air Handler Trane MCCBOO8 K06L35085A
Air Handler Trane MCCB012 K06L35097A
Air Handler Trane MCCB021 K06L35091A
(2) 7.5HP Chill Water Pumps NA NA NA
Chiller Airstack ASP20A NA
('l .
UiB
@2008 Trane All rights reserved
Page 6 of 11
Service Agreement
SERVICE FLOWS
Service: Air Cooled Chiller Annual Inspection
. Unitary visual equipment inspection
. Supply fan inspection
. Power exhaust fan inspection
. Bearing lubrication
. Filter inspection and change
. Check damper
. Condensate drip pan treatment
. Megger compressor motor
. Megger supply fan with vfd
. Megger power exhaust with vfd
. Electrical inspection
. Start up seasonal cooling
Service: Air Cooled Chiller Run Inspection
. Unitary visual equipment inspection
. Supply fan inspection
. Filter inspection and change
. Condensate drip pan treatment
. 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.
. 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,
SIB
@2008 Trane All rights reserved
Page 7 of 11
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-11 0)
. 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.
. Inspectthe 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.
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Page 8 of 11
Service Agreement
. TRANE'
Building Ser"glic~s
Pelican Community Park
18115 North Bay Road
Sunny Isles FL 33160
Pelican Community Park
18115 North Bay Road
Sunny Isles FL 33160
Trane Service Aqreement
Trane agrees to inspect and maintain the equipment listed under the "Equipment Coverage" section (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 $5,480.00 for each year f the Term, payable quarterly, plus tax, to Trane as the fee
(the "Service Fee") for th 's ectio ' ce 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 7/1/2008 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 6/30/2009, this Agreement shall renew automatically for successive
periods of 1 year until terminated as provided herein,
This aqreement is subiect to Customer's acceptance of the attached Trane Terms and Conditions.
SUBMITTED BY: Daniel Marrero Proposal Date: June 17,2008
Account Manaqer
CUSTOMER ACCEPTANCE TRANE ACCEPTANCE
Trane U.S. Inc.
Authorized Representative
Authorized Representative
Printed Name
Title
Title
Purchase Order
Acceptance Date Signature Date
,Sf .'
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@2008 Trane All rights reserved
Page 9 of 11
Service Agreement
Trane Terms and Conditions (Service)
The following "Terms and Conditions" are attached to and made a part of the
Service Agreement ("Agreement") between the named Customer and Trane,
For Services performed in the United States, "Trane" shall mean Trane U.S. Inc,
For Services performed in Canada. "Trane" shall mean Trane Canada Co.,
except where the context provides otherwise.
Trane's Services are furnished pursuant to and subject to the following terms
and conditions. except for any Services that are the subject of a pre-existing
valid written agreement currently in effect between Trane and Customer, in
which case such written agreement shall apply.
1. Acceptance. A Proposal or Agreement made upon these terms is subject to
Customer acceptance in writing delivered to Trane within thirty (30) days from the date
hereof, If your order is an acceptance of a written Proposal on a form provided by
Trane, without the addition of any other terms and conditions of sale or any other
modification, this document shall be treated solely as an acknowledgment of such
order, subject to credit approval. If your order is not such an acceptance, then this
document is 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 hear from you
within two weeks from the date hereof, Trane shall rely upon your silence as an
acceptance of these terms and conditions and any performance will be pursuant
hereto. Customer's acceptance of services by Trane will in any event constitute an
acceptance by Customer of these terms and conditions.
2. Term. Renewal, and Cancellation, The Initial Term of this Agreement shall be as
stated in the "Pricing & Acceptance" section hereof. Thereafter, unless earlier
terminated, this Agreement shall be automatically renewed for succeeding 12 month
terms (each a "Renewal Term"), subject to the Renewal Pricing Adjustment, upon
Trane's delivery to Customer of a service renewal letter at least forty-five (45) days in
advance of the scheduled expiration date and Customer's failure to notify Trane in
writing no later than thirty (30) days prior to the scheduled expiration date that the
Agreement shall not be renewed, This Agreement may be cancelled upon the written
notice of either party to the other (for any reason or no reason) no later than thirty (30)
days prior to the scheduled expiration date; provided, however, that, in the event of a
cancellation by Customer, Customer shall pay to Trane the balance of the Service Fee
applicable to the then current 12 month period of the Term. The Service Fee is based
on performance during regular business hours.
3, Renewal Pricing Adjustment. The Service Fee for an impending Renewal Term
shall be the Current Service Fee (defined as the Service Fee for the Initial or Renewal
Term immediately preceding the impending Renewal Term) adjusted by the following:
(a) increase and/or decrease for additions and/or deletions to Scope of Services; (b)
25% of the Current Service Fee shall be adjusted based upon the calendar year
change in the (i) U.S. Bureau of labor Statistics Producer Price Index for selected
commodity groupings (Metals and Metal Products) for Services performed in the
United States or (ii) Statistics Canada Producer Price Index, Goods (Raw Materials
Prices Index) for Services performed in Canada; (c) 65% of the Current Service Fee
shall be adjusted based upon the change to cost of labor; and (d) 10% of the Service
Fee shall be adjusted based upon changes to Trane services overhead costs, which
include but are not limited to the cost of fuel, truck leasing, and office-related overhead
factors. The Service Fee for an impending Renewal Term shall be set forth in the
service renewal letter furnished to Customer.
4. Payment and Taxes. Payment is due upon receipt of Trane's invoice. Except as
may otherwise be provided in the "Service Fee" section, annual Service Fee amounts
shall be paid in advance of performance of the Services, Trane 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, Trane may discontinue
services whenever payment is overdue. In addition to the stated Service Fee,
Customer shall pay all taxes not legally required to be paid by Trane or, alternatively,
shall provide Trane with acceptable tax exemption certificates. Customer shall pay all
costs (including attorneys' fees) incurred by Trane in attempting to collect amounts
due.
5. Termination. This Agreement may be terminated by either party upon a material
breach by the other party of its obligations hereunder upon fourteen (14) calendar days
prior written notice to the breaching party and the failure of the breaching party to cure
the breach within such fourteen (14) day period, Notwithstanding any termination,
Customer shall remain liable to Trane for any amounts for services provided by Trane
and not then paid.
6, Performance. Trane shall perform the services described in this Agreement with
respect to the listed Equipment with reasonable promptness in a workmanlike manner
in accordance with industry standards generally applicable in the area, Except as
otherwise provided in writing in "Scope of Services," Services will be performed during
Trane's normal business hours and any after-hours services shall be billed separately
according to then prevailing overtime or emergency labor/labour rates, Trane's duty to
perform under this Agreement and the Service Fee are subject to the approval of
Trane's credit department, are subject to Events of Force Majeure, and contingent
upon the ability to procure materials from the usual sources of supply. Upon
disapproval of the credit department or upon the occurrence of any such event as
aforesaid, Trane may delay or suspend performance or, at its option, renegotiate
Service Fees, and/or terms and conditions with the Customer, If Trane 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 rendered by Trane to the
date of cancellation. This Agreement presupposes that all major pieces of equipment
are in proper operating condition as of the date hereof. Services furnished are
premised on the Equipment being in a maintainable condition. In no event shall Trane
have any obligation to replace Equipment that is no longer maintainable. During 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 Equipment indicates repairs
or replacement is required, Trane will provide a written quotation for such repairs or
replacement. If Customer does not authorize such repairs or replacement, Trane may
remove the unacceptable Equipment from the "Equipment Coverage" or "Scope of
Services" sections of this Agreement and adjust the Service Fee accordingly. During
the Term, Trane 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 Trane 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 providing service on Customer
equipment. Trane reserves the right to remove such items at its discretion. Trane
may refuse to perform any services or work where working conditions could endanger
or put at risk the safety of Trane employees or subcontractors.
7, Customer Obligations. Customer shall:
(a) Provide Trane reasonable and safe access to all Equipment;
(b) Follow manufacturer recommendations concerning teardown and internal
inspection, major overhaul, restoration or refurbishing of the Equipment; unless
expressly stated in the Scope of Services statement, Trane is not performing any
manufacturer recommended teardown and internal inspection, major overhaul,
restoration or refurbishing of the equipment; Trane shall not be responsible to perform
any subsequent repairs to the Equipment necessitated by Customer's failure to follow
such manufacturer recommendations;
(c) Reimburse Trane for services, repairs, and/or replacements performed by Trane
beyond the "Scope of Services" or otherwise excluded hereunder. Such
reimbursement shall be at the then prevailing overtime/holiday rates for labor/labour
and prices for materials and may at Trane's option be subject to a separate written
agreement prior to its undertaking such work; and
(d) Unless water treatment is expressly included in Trane's Scope of Services, provide
professional cooling tower water treatment in accordance with any reasonable
recommendations provided by Trane,
8, Exclusions, Unless expressly included in "Scope of Services" or "Equipment
Coverage," the services to be provided by Trane do not include, and Trane shall not
be liable for, 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) Repairs or replacement of parts made necessary as a result of electricai power
failure, low voltage, burned out main or branch fuses, low water pressure, vandalism,
misuse or abuse, improper operation, unauthorized alteration of Equipment, accident,
negligence of Customer or others, damage due to freezing weather, calamity or
malicious act;
(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 Trane 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 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 the Equipment or the opening and
closing of valves, dampers or regulators normally installed to protect the 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;
OJ Any responsibility for design or redesign of the system or the 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;
(I) Failure of Customer to follow manufacturer recommendations concerning overhaul
and refurbishing of the 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;
s/s
@2008 Trane All rights reserved
Service Agreement
Page 10 of 11
(n) Replacement of refrigerant is excluded, unless replacement of refrigerant is
expressly stated as included within the scope of Trane's Services, in which case
replacement shall in no event exceed the stated percentage of rated system charge
per year expressly stated in the scope of Services, Customer shall be responsible for
the cost of any additional replacement refrigerant;
(0) Operation of the equipment;
(p) Any claims, damages, losses, or expenses, arising from or related to work done by
or services provided by individuals or entities that are not employed by or hired by
Trane.
9. Warranties. (a) Trane manufactured material supplied and installed by 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 replacement and Trane's obligation
under this warranty is limited to repairing or replacing the defective part at its option;
(b) laborllabour is warranted (to have been properly performed) for a period of 90 days
from completion and Trane's obligation under this warranty is limited to correcting any
improperly performed labor/labour; and (c) non-Trane equipment and/or parts are not
warranted by Trane and shall have such warranties as are extended to Trane by the
respective manufacturer. Labor/labour to install parts supplied by Customer is not
warranted by Trane. Notwithstanding the foregoing, all warranties provided herein
terminate upon termination or cancellation of this Agreement. THE WARRANTY AND
LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER
WARRANTIES AND LIABILITIES. WHETHER IN CONTRACT OR IN NEGLIGENCE,
EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS
FOR A PARTICULAR PURPOSE, IN NO EVENT SHALL TRANE BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT
LIMITATION LOST REVENUE OR PROFITS), OR PUNITIVE DAMAGES, NO
REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS OF
PURPOSE IS MADE REGARDING PREVENTION BY THE SCOPE OF SERVICES,
OR ANY COMPONENT THEREOF, OF MOLD. FUNGUS, BACTERIA, MICROBIAL
GROWTH. OR ANY OTHER CONTAMINATES, TRANE SPECIFICALLY
DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT
THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH
MATERIALS.
10. Indemnity. Trane and Customer shall indemnify, defend and hold each other
harmless from any and all claims, actions, costs, expenses, damages and liabilities,
including reasonable attorneys' fees, resulting from death or bodily injury or damage to
real or personal property, to the extent caused by the negligence or misconduct of the
indemnifying party, and/or its respective employees or agents. If the parties are both
at fault, the obligation to indemnify shall be proportional to their relative fault. The duty
to indemnify will continue in full force and effect, notwithstanding the expiration or early
termination hereof, with respect to any claims based on facts or conditions that
occurred prior to expiration or termination,
11. Limitation of Liability, NOTWITHSTANDING ANY CONTRARY PROVISION.
NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY NATURE (INCLUDING WITHOUT
LIMITATION LOST REVENUE OR PROFITS), WHETHER CLAIMED UNDER
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER
LEGAL THEORY OR FACTS, OR PUNITIVE DAMAGES.
12, Asbestos and Hazardous Materials, Trane's services expressly exclude any
identification, abatement, cleanup, control, disposal, removal or other work connected
with asbestos or other hazardous materials (collectively, "Hazardous Materials").
Should Trane become aware of or suspect the presence of Hazardous Materials,
Trane may immediately stop work in the affected area and shall notify Customer.
Customer will be responsible for taking any and all action necessary to correct the
condition in accordance with all applicable laws and regulations, Customer shall be
exclusively responsible for and shall indemnify and hold harmless Trane (including its
employees, agents and subcontractors) from and against any loss, claim, liability, fees,
penalties. injury (including death) or liability of any nature, and the payment thereof,
arising out of or relating to any Hazardous Materials on or about the premises, not
brought onto the premises by Trane. Trane shall be required to resume performance
of the services only when the affected area has been rendered harmless,
13. Insurance. Trane agrees to maintain insurance in the following minimum
amounts during the Term: Commercial General Liability n $1,000,000 per occurrence;
Automobile Liability n $1,000,000 CSL; Workers Compensation n Statutory Limits. If
Customer has requested to be named as an additional insured under Trane's
insurance policy, Trane will do so but only to the extent of Trane's indemnity assumed
under the indemnity provision contained herein, Trane does not waive any rights of
subrogation.
14, Force Majeure, If Trane shall be unable to carry out any material obligation under
this Agreement due to an Event of Force Majeure, this Agreement shall at Trane's
election (i) remain in effect but Trane's obiigations shall be suspended until the
uncontrollable event terminates or (ii) be terminated upon ten (10) days notice to
Customer, in which event Customer shall pay Trane for all parts of the Work furnished
to the date of termination. An "Event of Force Majeure" shall mean any cause or event
beyond the control of Trane. Without limiting the foregoing, "Event of Force Majeure"
includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake;
tornado; storm; fire; civil disobedience; pandemic; insurrections; riots; labor disputes;
labor or material shortages; sabotage; restraint by court order or public authority
(whether valid or invalid), and action or non'action by or inability to obtain or keep in
force the necessary governmental authorizations, permits, licenses, certificates or
approvals if not caused by Trane.
rQ2008 Trane All rights reserved
15. Services Other Than Solely Scheduled Service, If Trane's services hereunder
are not limited solely to Scheduled Service, the following provisions shall also apply:
(a) Required restoration shall be performed by Customer at its cost prior to Trane
being obligated to perform hereunder; (b) any changes, adjustments, service or
repairs made to the Equipment by any party other than Trane, unless approved by
Trane in writing, may, at Trane's option, terminate Trane's obligation to render further
service to the Equipment so affected; in such case no refund of any portion of the
Service Fee shall be made; and (c) Customer shall (i) promptly notify Trane of any
unusual performance of Equipment; (iI) permit only Trane personnel to repair or adjust
Equipment and/or controls during the Term; and (iii) utilize qualified personnel to
properly operate the Equipment in accordance with the applicable operating manuals
and recommended procedures.
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 the state or province
in which work is performed. 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 subject
matter hereof. If any part of this 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 remove the invalidity or unenforceability. Customer may
not assign, transfer, or convey this Agreement, or any part hereof, without the written
consent of Trane. Subject to the foregoing, this Agreement benefit of the parties
hereto and their permitted successors and assigns. Except as provided for Service
Fee adjustments, no modifications, additions or changes may be made to this
Agreement except in a writing signed by both parties, 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.
Trane reserves the right to change the terms and conditions herein at any time upon
written notice to Customer provided at least thirty days prior to the effective date of
such changes.
17. Equal Employment Opportunity/Affirmative Action Clause, Trane is a federal
contractor which 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 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.
18. U,S. Government Work. The following provision applies only to direct sales
by Trane to the US Government. The Parties acknowledge that all items or services
ordered and delivered under this Agreement / Purchase Order are Commercial Items
as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular,
Trane 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). Trane 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 Trane to the US
Government. As a Commercial Item Subcontractor, Trane accepts only the following
mandatory flow down provisions: 52,219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-
39; 52,247-64. If the Work is 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, Trane will
have no obligations to Customer unless and until Customer provides Trane with a true,
correct and complete executed copy of the prime contract. Upon request, Customer
will provide copies to Trane 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 Trane prior to providing any
government official any information about Trane's performance of the work that is the
subject of this offer or agreement, other than this written offer or agreement.
1,26,130, 7 (0208)
Supersedes "26,130.7 (0108)
S/If
Service Agreement
Page 11 of 11
. TRANE"
Trane
2884 Corporate Way
Miramar, FL. 33025
(954) 499-6900
June 30, 2008
Site: Pelican Community Park
18115 North Bay Road
Sunny Isles Beach, FL 33 I 60
Attn: Bill Evans
Cc: Susan Simpson
Project Name: Chemically clean coils and Anti-corrosion Coat application on Airstack unit Model ASP20A
Upon our previous visit to your facility we noticed that the coils on the air cooled chiller are not coated against corrosion,
In order to potentially lengthen the life of the coils and prevent premature corrosion, we recommend that the coils get
coated with a chemical film that would slow down the corrosion process with minimum effect on unit efficiency,
Scone of Service
· Check the units that needs to be trealed,
· Take protective measures to protect environment and adjacent equipment.
· Disassemble protective grids,
· Disassemble condenser fans for access,
· Remove debris and dirt around coils,
· Chemically clean the coils,
· Deoxidize fins,
· Clean with high pressure water.
· Align the fins where required,
· Dry coils with Compressed air.
· Apply the Polu AL XT@ top coating on all the heat exchanger fins,
· Reassemble the parts and the unit.
· Clean location,
· Inspect the unit with the customer if necessary,
Material used
· Chemical cleaning material as necessary,
· Chemical coating material as necessary,
Note: The estimated downtime will be approximalely 2-3 days. Please leI us know if you would consider temporary
cooling while the work is being done to accommodate.
Pricing:
· Labor to perfonn the work plus tnaterial necessary........................... ..........$ 5,450..00 +applicable taxes.
In order to approve and move forward with Ihe work please sign and return when possible the page below and we will
coordinate our slart time in accordance to your schedule.
Thank you for your business. Should you have any queslions feel free to contact me at your earliest convenience.
Best regards,
Daniel Marrero
Service Account Manager
Dmarrero@trane.com
Mobile: (786) 385-0295
Office: (954) 499.6900
SIB
This agreement is subject to the attached Trane Terms and Conditions.
Customer Acceptance TRANE, a division of American Standard Inc.
Authorized Representative
Title
Acceptance Date
Service Terms and Conditions
For Services performed in the United States. "Trane" shall mean
Trane, a division of American Standard Inc. For Services
performed in Canada, "Trane" shall mean Wabco Standard Trane
Co., except where the context provides otherwise.
Trane's Services are furnished pursuant to and subject to the
following terms and conditions, except for any Services that are
the subject of a pre-existing valid written agreement currently in
effect between Trane and Customer, in which case such written
agreement shall apply.
Acceptance. A proposal made upon these terms is subject to acceptance within
thirty days from date and the prices are subject to change without notice prior to
acceptance by Customer. If your order is an acceptance of a written proposal, on
a form provided by Trane, without the addition of any other terms and conditions
of sale or any other modification, this document shall be treated solely as an
acknowledgment of such order, subject to credit approval. If your order is not
such an acceptance, then this document is 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 hear from you within two weeks from the
date hereof, Trane shall rely upon your silence as an acceptance of these terms
and conditions and performance will be made in accordance herewith.
Customer's acceptance of Services by Trane on this order will in any event
constitute an acceptance by Customer of these terms and conditions,
Payment and Taxes. Payment is due upon receipt of Trane's invoice. A service
charge of 1 %% on unpaid balances may be charged by Trane. In addition to the
stated Service Fee, Customer shall pay all taxes not legally required to be paid
by Trane or, alternatively, shall provide Trane with acceptable tax exemption
certificates. Customer shall pay all costs (including attorneys' fees) incurred by
Trane in attempting to collect amounts due. Any after-hours services shall be
billed according to then prevailing overtime or emergency rates.
Warranties, (a) material manufactured by Trane, a division of American
Standard Inc., and supplied hereunder is warranted be free from defect in
material and manufacture for a period of twelve months from date of start-up or
replacement and Trane's obligation under this warranty is limited to repairing or
replacing the defective part at its option; (b) labor is warranted (to have been
properly performed) for a period of 90 days from completion and Trane's
obligation under this warranty is limited to correcting any improperly performed
labor; and (c) equipment and/or parts not manufactured by Trane, a division of
American Standard Inc, are not warranted by Trane and shall have such
warranties as are extended to Trane by the respective manufacturer. THE
WARRANTY AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF
ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT
OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE. IN
NO EVENT SHALL TRANE BE LIABLE FOR ANY INCIDENTAL
CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST REVENUE OR
PROFITS), OR PUNITIVE DAMAGES, NO REPRESENTATION OR
WARRANTY OF MERCHANTABILITY OR FITNESS OF PURPOSE IS MADE
REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY
COMPONENT THEREOF, OF MOLD, FUNGUS, BACTERIA, MICROBIAL
GROWTH, OR ANY OTHER CONTAMINATES, TRANE SPECIFICALLY
DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY
COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH
OF SUCH MATERIALS,
Indemnity and Liability, Trane shall indemnify, defend and hold Customer
harmless from any and all claims, actions, costs, expenses, damages and
liabilities, including reasonable attorneys' fees, resulting from death or bodily
injury or damage to real or personal property, to the extent caused by the
negligence or misconduct of Trane, and/or its employees or agents. The duty to
indemnify will continue in full force and effect, notwithstanding the expiration or
early termination hereof, with respect to any claims based on facts or conditions
that occurred prior to expiration or termination. Trane is not liable for any claims,
damages, losses, or expenses, arising from or related to conditions that existed
in, on, or upon the premises before the Commencernent Date of this Agreement
Authorized Representative
Title
Signature Date
("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 and/or fungi. Trane
also is not liable for any claims, damages, losses, or expenses, arising from or
related to work done by or services provided by individuals or entities that are not
employed by or hired by T rane.
NOTWITHSTANDING ANY CONTRARY PROVISION, TRANE SHALL NOT
BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
NATURE (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS),
WHETHER CLAIMED UNDER CONTRACT, WARRANTY, NEGLIGENCE,
STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR FACTS, IN NO
EVENT SHALL TRANE BE LIABLE FOR ANY DAMAGES RESULTING FROM
MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER
CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS,
Asbestos and Hazardous Materials. Trane's services expressly exclude any
identification, abatement, cleanup, control, disposal, removal or other work
connected with asbestos or other hazardous materials (collectively, "Hazardous
Materials"). Should T rane become aware of or suspect the presence of Hazardous
Materials, Trane may immediately stop work in the affected area and shall notify
Customer. Customer will be responsible for taking any and all action necessary to
correct the condition in accordance with all applicable laws and regulations.
Customer shall be exclusively responsible for any claims, liability, fees and
penalties, and the payment thereof, arising out of or relating to any Hazardous
Materials on or about the premises, not brought onto the premises by Trane. Trane
shall be required to resume performance of the services only when the affected
area has been rendered harmless.
Insurance, Trane maintains insurance in the following minimum amounts during
the Term: Commercial General Liability n $1,000,000 per occurrence; Automobile
Liability n $1,000,000 CSL; Workers Compensation n Statutory Limits. If Customer
has requested to be named as an additional insured under Trane's insurance
policy, Trane will do so but only to the extent of Trane's indemnity assumed under
the indemnity provision contained herein. Trane does not waive any rights of
subrogation.
Performance. Services will be performed during normal working hours with any
overtime or emergency labor billed separately, unless otherwise agreed to in
writing. Duty to perform under this agreement and the price hereof are subject to
the approval of Trane's credit department and is also contingent upon strikes,
accidents, fires, the inability to procure materials from the usual sources of supply,
or upon any event beyond the control of Trane. Upon disapproval of the credit
department or upon the occurrence of any such event as aforesaid, Trane may
delay performance or, at its option, renegotiate prices, terms and conditions with
the Customer. If T rane and Customer are unable to agree on such revisions, this
agreement shall be canceled without any liability, other than Customer's obligation
to pay for services rendered by Trane to the date of cancellation.
General. 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 subject matter hereof. If
any part of this 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 remove the invalidity or unenforceability, Customer may not
assign, transfer, or convey this agreement. or any part hereof, without the written
consent of T rane. Subject to the foregoing, this agreement shall bind and inure to
the benefit of the parties hereto and their permitted successors and assigns, No
modifications, additions or changes may be made to this agreement except in a
writing signed by Trane,
Applicable onlv in the United States:
Equal Employment Opportunity/Affirmative Action Clause, Trane is a federal
contractor which 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,
Si
1-1018 !ct04)
Supercedes 1-10.48 (0403)
r-
City Commission September 26, 2008
Norman S. Edelcup
Mayor
Lewis J. Thaler
Vice Mayor
Roslyn Brezin
Commissioner
Gerry Goodman
Commissioner
George "Bud" Scholl
Commissioner
A. John Szerlag
City Manager
Hans Ottinot
City Attorney
Jane A. Hines
City Clerk
Daniel Marrero
Service Account Manager
Trane Building Services
2884 Corporate Way
Miramar, FL 33025
Re:
Approval of Pelican Community Park ("PCP") Air-conditioning
Maintenance Services Agreement
Dear Mr. Marrero:
At its regular meeting of September 18, 2008, the City Commission adopted
Resolution No. 2008-1317, which approved the above-referenced agreement with Trane
Building Services. Enclosed are two (2) original Agreements for execution and
witnessing by Trane Building Services.
Upon execution, please return both originals to my attention for final processing. A
fully-executed original agreement and a copy of the approving resolution will be mailed
to you upon completion.
Thank you.
Very truly yours,
~"' (X2p... lJJ~
Priscilla Walker, CMC
Deputy City Clerk
Enclosures
cc: Susan Simpson, Cultural & Human Services Director (w/o attachments)
Office of the City Clerk (305) 792-1703 Phone (305) 949-3113 Fax
Trane - PCP AC Services Agrml For Sig Ltr