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Trane US, Inc. - Trane Service AgreementCarlos Hernandez Mayor Paul B. Hernandez Council President Oscar De la Rosa Council Vice-President City of Hialeah Council Members Katharine Cue-Fuente Jacqueline Garcia-Roves Monica Perez Jesus Tundidor Carl Zogby October 21, 2020 ITEM# 0 ------- Honorable Mayor Carlos Hernandez and City Council Members City of Hialeah 501 Palm Avenue Hialeah, FL 33010 RE: Award of contract for service and maintenance of Milander Center AC units and controls to Trane US, Inc. Dear Mayor and Council Members: OCT 2 7 2020 The Charter of the City of Hialeah states that contracts in amounts greater than $15,000.00 shall be awarded on the basis of specifications and formal sealed bids. The Council may award a contract to the lowest responsible bidder, or it may reject all bids and re-advertise; or it may waive competitive bidding when it finds this to be in the best interest of the City. Respectfully request for the City to enter into a 3 year service and maintenance agreement with Trane US, Inc. at a cost of $22,762.00 per year to provide service and maintenance to all 13 of the Trane units and controls installed at the Milander Center, utilizing contract 15-JLP-023 and awarded by the Harford County Public Schools, Maryland on October 1, 2015 and Renewed on October 1'1, 2020 effective through September 30th, 2022, contract which is part of Omnia Partners, the largest cooperative purchasing organization for the public sector offering a large portfolio of competitively bid contracts, which the City of Hialeah is registered to utilize, and issue a purchase order to Trane US, Inc. for an amount not to exceed $32,762.00 per year which includes $10,000.00 to be used on an as needed basis for repairs and parts not covered under this maintenance agreement. The funding for this service contract expenditure will be charged to account 001.3140.574.340(Contractual Services) after a budget transfer of$ 22,762.00 from account 001.3140.574.640 (Capital Outlay-Equipment) and the $10,000.00 in as needed repair funds will be charged to account 001.3140.574462 (R ai & Maintenance-Equipment). I~ R~~eetfal-27 , _ ...> ~,fl Jorge Hernandez, D~tor Milander Center e!SAPPROVED ei DISAPPROVED ~DISAPPROVED Luis 501 Palm Avenue, Hialeah, Florida· 33010-4719 www.hialeahfl.gov to t.t.. Date TRANE® Florida Sales District The Trane Company October 20, 2020 Jorge Hernandez City of Hialeah Milander Center 4800 Palm Avenue HIALEAH, FL 33012 2884 Corporate Way Miramar, FL 33025 Phone: (954) 499-6900 Fax: (954) 499-6901 Re: Sole Sourcing of Trane Tracer SC Building Automation System. Dear Mr. Jorge Hernandez: South Florida Trane Service is a division of Trane. We are the only controls manufacturer/representative and the sole source factory-authorized servicer for the Trane Tracer SC Building Automation System. The following criteria differentiate Trane's factory-authorized Building Automation Service agreement from standard third party service agreements. 1. We are the sole source Tracer SC System agent for Trane. 2. Our technicians carry or have access to specially-designed tools and test equipment required to service your Trane Tracer SC Building Automation System to manufacturer specifications. 3. We are the sole provider of Trane factory-authorized training. 4. We are continuously posted on proprietary software and hardware enhancements and/or revisions for all Trane Tracer SC Building Automation Systems. 5. All software programming and engineering changes on the existing Trane Tracer SC Building Automation Systems are performed in-house by our factory authorized personnel. If you have any questions concerning this letter, please do not hesitate to contact me. Very truly yours, Mauricio Dugand Account Manager Cell: (305) 389-5826 Office: (954) 499-6900 Fax: (954) 499-6901 Email: MDugand@trane.com l~/\N=: Trane Office Trane U.S. Inc. 2884 Corporate Way Miramar, FL 33025 Trane Representative Mauricio Dugand Cell: (305) 389-5826 Office: (954) 499-6900 Proposal ID 2949988 Service Contract Number Contact Telephone Number for Service (954) 499-6900 Quote Number I Co-op Contract Number 40-124457-20-004/USC 15-JLP-023 October 20, 2020 • TRANE' Company Name Hialeah City of 900 East 56 Street HIALEAH, FL 33013 U.S.A. Jorge Hernandez Site Address: Milander Center 4700 Palm Avenue HIALEAH, FL 33012 United States • TRANE' EXECUTIVE SUMMARY This Scheduled Service Agreement from Trane offers an exclusive approach to planned maintenance: It is grounded in worldwide expertise. Delivered locally by our own factory trained technicians. And provided according to your needs. Under this service agreement, you will hand off the responsibilities for planning, scheduling and managing routine maintenance to Trane. You will have a team of true professionals keeping your HVAC equipment running efficiently and reliability. As an HVAC service provider, Trane offers many advantages: • Confidence that your HVAC equipment is being cared for according to OEM best practices for both frequency and procedures • Priority service, available 24-hours a day, giving your facility precedence during urgent situations • Advanced diagnostic technologies, allowing our technicians to analyze system performance more comprehensively, so they can identify and correct a broader set of conditions Protect your bottom line. Proper maintenance can save an estimated 12 to 18 percent of your budget compared to a run-to-fail approach. This service agreement will help you capture those savings. (FEMP) O&M Guide 2010 ADDITIONAL SUPPORT FOCUSED ON BETTER BUILDINGS When it comes to service effectiveness, experience matters. No other provider has more experience than Trane. • 100+ years of system and equipment experience • 35+ years in building automation systems (BAS) • 20+ years in energy services Trane offers a wide range of maintenance and repair services beyond the scope of this service agreement. Ask your Trane representative for details. ENVIRONMENTAL i PRACTICES : Trane procedures for handling refrigerant are compliant with federal and state regulations. CONSISTENT I PROCESSES All Trane technicians follow documented processes ensuring uniform service delivery. SAFETY Trane incident rates (OSHA) are consistently 50 to .70 percent below industry averages. I ASSIGNED TEAM You will have a consistent group of Trane employees dedicated to your account. City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE' I SCOPE OF SERVICES -STANDARD INCLUSIONS ~z~;:~~~-.. \0 .. ~' ' ANY HVAC SYSTEM IS ONLY AS STRONG AS ITS INDIVIDUAL MECHANICAL COMPONENTS This service agreement with Trane protects and enhances full system functionality by ensuring that components are well maintained and functioning to OEM standards. And it is tailored to your needs. The following are the standard inclusions of your service agreement: TRANE SCHEDULED MAINTENANCE Factory authorized Trane service technicians perform all periodic maintenance, following OEM standards, to keep HVAC and BAS equipment running optimally and prevent unplanned downtime. Trane assumes all responsibilities for planning, scheduling and managing routine maintenance on Trane HVAC equipment and other brands. Advantages: • Trust one assigned maintenance team for all HVAC equipment brands • Receive consistent service outcomes through proprietary Six Sigma maintenance procedures • Save money compared to ad-hoc service calls Implementation: • Technician visits are scheduled in advance • Service is completed during normal business hours • Basic supplies, such as grease, cleaning solvents and wiping cloths, are included in the annual fee ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 3 of 21 City of Hialeah Milander Center NEW Mech SA • TRANE' REFRIGERANT MANAGEMENT US Environmental Protection Agency (EPA) has placed in effect more stringent regulations on refrigerant management and reporting in 2017. Section 608 of the Clean Air Act prohibits the knowing release of refrigerant during the maintenance, service, repair, or disposal of air-conditioning and refrigeration equipment. The EPA requires proper refrigerant management practices by owners and operators of refrigeration and air-conditioning systems, all servicing technicians and others. The Clean Air Act requires owners to maintain records of refrigerant usage and leak rates for each air-conditioning or refrigeration appliance with refrigerant charge greater than 50 lbs. and for disposal of units between 5 and 50 lbs. of refrigerant. These records Proposal ID: 2949988 must be maintained for 3 years and be directly accessible if audited by the EPA. This brief summary of Section 608 of the Clean Air Act is provided for informational purposes only and is not for the purpose of providing legal advice. You should contact your attorney to obtain advice with respect to the application of Section 608 of the Clean Air Act to your business. Trane Technicians are Universally certified (the highest level possible) to service, manage, and document your refrigerant and are knowledgeable of applicable law and time constrains to repair leaks. Trane Technicians track all refrigerant in all equipment serviced regardless of appliance size. When a customer has a// their refrigerant work performed by a Trane technician -Trane Refrigerant Management software maintains complete record of refrigerant transactions and appliance leak rates. Refrigerant reports provided by Trane will contain the information to satisfy EPA record keeping requirements. Advantages: • Real time reporting of refrigerant leak rate informs proactive decisions • Stay in compliance with state and federal regulations • Provide acceptable documentation to authorities during audits • Maintain company environmental standards • Detect potential refrigerant leaks before equipment damage occurs Implementation: • Technicians collect refrigerant information for covered equipment during onsite visits • Refrigerant data and technician activity are entered into the Trane Refrigerant Management System • Refrigerant Usage Reports are generated according to your needs ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 4 of 21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE' TRANE LABORATORY ANALYSIS Trane Laboratory Analysis tests system fluids for contaminants and other physical characteristics and trends. Conditions indicating sub-optimal HVAC system performance are identified before issues become critical. Advantages: • Head off equipment failures and unplanned downtime • Identify long-term equipment performance trends • Gain definitive insights through Trane experience and expertise Implementation: • Samples collected by Trane technicians during maintenance as stated in this agreement • Laboratory analysis of oil, absorption solutions and refrigerants • Consistent testing according to Trane best-practice protocols year after year ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 5 of 21 I City of Hialeah Milander Center NEW Mech SA • TRANE" Proposal ID: 2949988 ~~r.'.·~'.~'"·?z";"_ CONTROLS COVERAGE & SCOPE OF SERVICES STANDARD INCLUSIONS The following "Controls" will be serviced at Milander Center: Trane Controls at Mi lander Center: Equipment Qt Manufacturer Description Extended System Analysis and Review (Service 1) Full System Backup (Service 2) Software Upgrades (Service 3) Model Number Serial Number Asset Tag BMSCOOOAM E12K70425 SC-1 Quantity Per Term 1 1 1 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Onsite Annual Inspection SYSTEM ANALYSIS AND REVIEW x Trane will review the building automation system to minimize software problems identify and correct programming errors, failed points, points in alarm and points that have been overridden. Software optimization improves system efficiency, assures compliance to specified conditions, and reduces the risk of costly and disruptive system problems. Regularly scheduled on-site visits by Trane technicians also provide the opportunity to meet with on-site operators, review the system and address any questions or concerns they may have. TRACER DATABASE BACKUP Throughout the year, changes are continuously being made to the database in response to energy efficiency, occupant comfort or operator interface issues. Trane maintains current and archived backups of all vital Tracer databases to expedite system recovery and restoration to the last known set-up following a catastrophic event. SOFTWARE SERVICE PACK UPDATES The latest service pack updates will be downloaded and installed to the existing software version when available. This assures the software is always up to date with the current versions that enhance usability and functionality. OBTAINING SERVICE To obtain repair service within the Scope of Services, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page. The Trane District office identified on the first page of the Agreement is responsible for Trane's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For repair service covered under this Agreement, Trane will be responsible for the cost of transporting a part requiring service. ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 6 of 21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE" Customer must reimburse Trane for services, repairs, and/or replacements performed by Trane at Customer's request beyond the Scope of Services or otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular, overtime, or holiday rates for labor and prices for materials. Prior to Trane performing the additional services, repairs, and/or replacements, Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 7 of 21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE' ~~'.::~?".;~ \· . ' ~-~; / I HVAC EQUIPMENT COVERAGE The following is an overview of the scope of Trane's services to be performed on Covered Equipment. Items marked are intluded in this agreement. "X" denotes services included. "NA" denotes not applicable to this site. Please Note: Annual Maintenance Inspection ( 1) on all equipment listed Operating Inspections Qty(1) Scheduled Maintenance Labor Scheduled Maintenance Parts and Materials Condenser Tube Brushing once per year Clean Condenser Coils once per year Cooling Tower Cleaning once per year Drive Belts supplied by Trane once per year Clean Evaporator Coils once per year Air Filter Changes as required up to Qty ( ) changes per year Air Filters supplied by Trane during maintenance inspections (HEPA Filters not included). Filters included in agreement are MERV-8 disposable filters. If custom or upgraded filters are required difference in cost will be uoted se aratel . ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 8 of 21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE' ~ff~·~~ 7:-:~-·1 Overtime Labor for Scheduled Maintenance, requested by customer, to be performed after regular Trane business hours, will be billed at $82.00 per hour, per technician. Milander Center The following "Covered Equipment" will be serviced at Milander Center: Trane Equipment at Milander Center: Equipment Qty Manufacturer 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated 12 1/2-25 Ton Packaged 1 Trane Unitary Cooling Rooftop - Dedicated Rooftop Unit 1 Trane Rooftop Unit 1 Trane Rooftop Unit 1 Trane Description Voyager Cooling Pre-Season Annual Start Up (Service 3) Voyager Operating Semi-Annual Inspection (Service 4) Equipment Qty Manufacturer Rooftop Unit 1 Trane Rooftop Unit 1 Trane Rooftop Unit 1 Trane Description Model Number TCD151F300 TCD151F300 TCD181F300 TCD181F300 TCD211F300 TCD241F300 TCD241F300 OAGD300E3 OAGD144A3 OAGD120E3 Model Number THC060F3RB THC092F3RC THC102E3RC Precedent Cooling Pre-Season Annual Start-Up (Service 1) Precedent Operating Semi-Annual Inspection (Service 2) Serial Number Asset Tag 123110795D 123110867D 123110796D 123110868D 123110832D 123110787D 123110859D OA277149-1-1 RTU-11 OA277149-3-1 RTU-12 OA277149-2-1 RTU-12 Quantity Per Term 1 1 Serial Number Asset Tag 123112638L 123112740L 123112159L Quantity Per Term 1 1 ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 9 of 21 • 7'11ANE" CUSTOMER SERVICE FLOWS City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 ~\}?:;~7~ The following Customer Service Flows provide additional service description detail for Covered Equipment. Note: There may be differences per the agreement in the work being performed between sites and the equipment on those sites. This section clarifies differences in the work being performed between sites and the equipment on those sites: Service 1: Precedent Cooling Pre-Season Annual Start-Up Description • Unitary Visual Equipment Inspection • Lock Out Tag Out (Standard) • Condenser Coil Cleaning (Light Commercial) • Condensate Drip Pan Treatment • Supply Fan Inspection • Condenser Fan Check • Bearing Lubrication • Electrical Inspection • Check Damper - M Series, BYC • Seasonal Cooling Start Up • Log Unit Service 2: Precedent Operating Inspection Description • Unitary Visual Equipment Inspection • Supply Fan Inspection Including LOTO • Log Unit (Unitary) Service 3: Voyager Cooling Pre-Season Annual Start Up Description • Unitary Visual Equipment Inspection • Verify Line Voltage • Lock Out Tag Out (Standard) • Supply Fan lnspection-IPAK/VOY • Remove Access Panels or Open Access Doors • Meg Supply Fan Without VFD • Meg Compressor Motor -IPAK/VOY • Electrical Inspection • Reinstall Access Panels or Close Access Doors • Condenser Coil Cleaning (Light Commercial) • Condensate Drip Pan Treatment • Remove Lock Out Tag Out • Pre-Start Check-VOY/PRE • Start Up Condenser Fan Check (Per Fan) • Cooling Check-VOY • Manual Log With Electronic Device • Return Unit to Normal Operation Service 4: Voyager Operating Inspection Description • Unitary Visual Equipment Inspection • Lock Out Tag Out (Standard) • Supply Fan lnspection-IPAK/VOY ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 10 of21 • TRANE" • Power Exhaust Fan(s) Inspection -Direct Drive • Reinstall Access Panels or Close Access Doors • Manual Log With Electronic Device • Return Unit to Normal Operation CONTROLS Service 1: Extended System Analysis and Review Description • System Controller and Communication Inspection • Tracer SC System Back-Up • System Controller SW Service Pack/Patch • Verify System Software Configuration & Programming • Customer Review Meeting City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 ~~f~7--~·1 • Labor to Fix Issues Found During System SW Config and Programming Review (Tracer SC BAS R'newal) • Tracer SC System Back-Up Service 2: Full System Backup Description· • Full System Back-Up Service 3: Software Upgrades Description • Tracer SC Software Upgrade ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 11 of 21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE" I SITE COVERAGE Milander Center 4700 Palm Avenue, HIALEAH, FL 33012, United States ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 12 of21 • TRANE" I PRICING AND ACCEPTANCE Hialeah City of 900 East 56 Street HIALEAH, FL 33013 U.S.A. Trane Service Agreement City of Hialeah Milander Center NEW Mech SA Site Address: Milander Center 4700 Palm Avenue HIALEAH, FL 33012 United States Proposal ID: 2949988 ~(F'' This Service Agreement consists of the pages beginning with the title page entitled "Scheduled Service 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 according to the terms of this Service Agreement, including the "Terms and Conditions," and "Scope of Services" sections. Trane agrees to give preferential service to Service Agreement Customer over non-contract customers. Service Fee As the fee(s) (the "Service Fee(s)") for the inspection and maintenance services described in the Scope of Services section with respect to the Covered Equipment, Customer agrees to pay to Trane the following amounts, plus applicable tax, as and when due. Contract Year Annual Amount USO Pa ment USD Pa ment Term Year 1 22,762.00 5,590.50 Quarter! Multi-Year Standardized Pricing Option: Contract Year Annual Amount USO Payment USD Pavment Term Year 1 22,762.00 5,590.50 Quarterly Year2 22,762.00 5,590.50 Quarterly Year 3 22,762.00 5,590.50 Quarterly Initial Here to Accept this Option: _ D Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from date of invoice. The discount would be 682.86 USO if this option is selected. Tax will be calculated based upon the pre-discounted price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to select this discount option. In addition to any other amounts then due hereunder, if this Agreement is terminated or cancelled prior to its scheduled expiration, Customer shall pay to Company the balance of any amounts billed to but unpaid by Customer and, if a "Service Project" is included in the Agreement, the Cancellation Fee set forth in ~'Exhibit A" Cancellation Schedule attached hereto and incorporated herein, which Cancellation Fee represents unbilled labor, non-labor expenses and parts materials and components. Subject only to a prior written agreement signed by Trane, payment is due upon receipt of invoice in accordance with Section 4 of the attached Terms and Conditions. Term The Initial Term of this Service Agreement is 1 year (or 3 years, if multi-year standardized pricing option is selected), beginning November 1, 2020. However, Trane's obligation under this Agreement will not begin until authorized representatives of Trane and Customer have both signed this Agreement in the spaces provided below. ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 13 of21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE' Following expiration of the initial term on October 31, 2021 (or October 31, 2023, if multi-year standardized pricing option is selected), this Agreement shall renew automatically for successive periods of 1 year (the "Renewal Term") until terminated as provided herein. If you do not want to renew this Agreement for the Renewal Term, please notify Trane by telephone or by U.S. mail prior to the expiration date set forth in the preceding sentence. If any questions arise regarding this Service Agreement or how to cancel this Agreement, Trane can be reached either by telephone at (954) 499-6900 or by direct mail addressed to: 2884 Corporate Way Miramar, FL 33025. Renewal Pricing Adjustment The Service Fees for an impending Renewal Term shall be the current Service Fees (defined as the Service Fees for the initial Term or Renewal Term immediately preceding the impending Renewal Term) annually adjusted based on changes to the cost of service. The Service Fees for an impending Renewal Term shall be set forth in the service renewal letter furnished to Customer. Cancellation by Customer Prior to Services; Refund If Customer cancels this Agreement within (a) thirty (30) days of the date this Agreement was mailed to Customer or (b) twenty (20) days of the date this Agreement was delivered to Customer, if it was delivered at the time of sale, and if no Services have been provided by Company under this Agreement, the Agreement will be void and Company will refund to Customer, or credit Customer's account, the full Service Fee of this Agreement that Customer paid to Company, if any. A ten percent (10%) penalty per month will be added to a refund that is due but is not paid or credited within forty-five (45) days after return of this Agreement to Company. Customer's right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. Cancellation by Company This Agreement may be cancelled during the Initial Term or, if applicable, a Renewal Term for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to the scheduled expiration date and Company will refund to Customer, or credit Customer's account, that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. COVID-19 National Emergency Clause The parties agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid-19 pandemic ("Covid-19 Pandemic"). With the continued existence of Covid-19 Pandemic and the evolving guidelines and executive orders, it is difficult to determine the impact of the Covid-19 Pandemic on Trane's performance under this Agreement. Consequently, the parties agree as follows: 1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the schedule and completion dates, subject to provisions below; 2. Each party will abide by any federal, state (US}, provincial (Canada) or local orders, directives, or advisories regarding the Covid-19 Pandemic with respect to its performance of its obligations under this Agreement and each shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to so abide or to safeguard its employees, subcontractors, agents and suppliers; 3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding its obligations as the Covid-19 Pandemic situation evolves; and 4. If Trane's performance is delayed or suspended as a result of the Covid-19 Pandemic, Trane shall be entitled to an equitable adjustment to the project schedule and/or the contract price. CUSTOMER ACCEPTANCE TRANE ACCEPTANCE Trane U.S. Inc. Authorized Representative Submitted By: Mauricio Dugand ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 14 of 21 • TRANE' Printed Name Title Purchase Order Acceptance Date City of Hialeah Milander Center NEW Mech SA Proposal Date: October 20, 2020 Cell: (305) 389-5826 Office: (954) 499-6900 License Number: CAC#0023485 Authorized Representative Title Signature Date Proposal ID: 2949988 ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 15 of 21 I • TRANE' TERMS AND CONDITIONS "Company" shall mean Trane U.S. Inc .. City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 "\':tr_., .... ,,., .. '; t; 1. Agreement. These terms and conditions ("Terms") are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these Terms as "Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at https://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's counter-offer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's Terms and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer's obligation to pay for Services provided by Company to the date of cancellation. 4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate. 5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d} Any failure by Customer to perform or comply with any material provision of this Agreement. 7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Cus tamer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial Industrial safety regulations or any other applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. 8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly Included in the Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the following: (a) Any guarantee of room conditions or system performance; (b} Inspection, maintenance, repair, replacement of or services for: chilled water and condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non-maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or conduit; electrical distribution system; hydronic structural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event of Force Majeure; (d} Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 16 of21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE" \ ', ·~-< ~~_,,,: included in the Agreement; U) Any responsibility for design or redesign of the system or the Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of Customer's failure to comply with its obligations under this Agreement; (I) Failure of Customer to follow manufacturer recommendations concerning teardown and internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement ("Pre-Existing Conditions"), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in. no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation of any equipment; and (iii) 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 Company. 10. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement; and (b) the labor/labour portion of the Maintenance Services and Additional Work has been properly performed for a period of 90 days from date of completion (the "Limited Warranty"). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any labor/labour improperly performed by Company. No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full. Exclusions from this Warranty include claims, losses, damages and expenses in any way connected with, related to or arising from failure or malfunction of equipment due to the following: wear and tear; end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company-provided maintenance plan; unauthorized or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Trane; and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of equipment manufactured by Company may be warranted directly from the. component supplier, in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by such component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT (INCLUDING NEGLIGENCE). EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. 11. Indemnity. To the maximum extent permitted by law, Company and Customer shall indemnify and hold harmless each other 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 other authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK. 13. COVID-19 LIMITATION ON LIABILITY. The transmission of COVID-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through the air in closed environments. IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY, "COVID-19 LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID-19 LIABILITIES. 14. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos polychlorinated biphenyl ("PCB"), or other hazardous materials (collectively, "Hazardous Materials"). Customer warrants and represents that there are no Hazardous Materials on the premises that will in any way affect Company's performance, except as set forth in a writing signed by Company disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and notify Customer. Customer will be responsible for correcting the condition In accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and shall indemnify and hold harmless Company (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 Company. Company shall be required to resume performance only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials, provide any notices to any governmental agency, or examine the premises site for the presence of Hazardous Materials. 15. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 17 of21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 ~t:~''.":1::-:: • TRANE' If Customer has requested to be named as an additional insured under Company's insurance policy, Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive rights of subrogation. 16. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company is unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (i) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon 10 days' notice to Customer, in which event Customer shall pay Company for all parts of the Services furnished lo the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, "Event of Force Majeure" includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; lightning; tornado; storm; fire; civil disobedience; pandemic; insurrections; riots; labor/labour disputes; labor/labour or material shortages from the usual sources of supply; 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 Company; and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 17. Maintenance Services Other Than Solely Scheduled Service. If Company's Maintenance 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 Company being obligated to perform hereunder; (b) any changes, adjustments, service or repairs made to the Equipment by any party other than Company, unless approved by Company in writing, may, at Company's option, terminate Company's obligation to render further service to the Equipment so affected; in such case no refund of any portion of the Service Fees shall be made; and (c) Customer shall (i) promptly notify Company of any unusual performance of Equipment; (ii) permit only Company personnel to repair or adjust Equipment and/or controls during the Term or a Renewal Term; and (iii) utilize qualified personnel to properly operate the Equipment in accordance with the applicable operating manuals and recommended procedures. 18. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by litigation in a court of competent jurisdiction located In the state or province in which the Services are performed. To the extent the premises are owned and/or operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the Services. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby Is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective successors and assigns. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 19. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of employee rights In the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 20. U.S. Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to Indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Services are in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 21. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1) hereby provides this limited waiver or its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein "Action") brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue: (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. 1-26.130-7 (0720) Supersedes 1-26.130-7 (0919) Page 18 of 21 • TRANE' I APPENDIX SERVICE BEST PRACTICES Trane is completely dedicated to making buildings better. The ongoing pursuit of better buildings, using our long-term domain expertise to push new technologies into everyday use, keeps us at the forefront of the industry. In addition to the services details in the agreement above, we take practical steps every day to ensure our approach is safe and efficient. SAFETY Since 2003, U.S. Bureau of Labor Statistics records have consistently shown the Total Recordable Incident Rate (TRIR) and Days Away From Work (DAFW) for Trane have been significantly lower than those for HVAC repair and maintenance contractors and specialty trade contractors (construction). The company's safety culture in America is unparalleled in the building service industry, with proven results in the continuous reduction of injury rates. Trane incident rates (OSHA) are consistently 50 to 70 percent below the industry average. A wide range of safety training and resources are available to Trane technicians, including: • Safety training-20 hours per year • Electrical safety-NFPA ?OE compliant, electrical PPE • Fall protection • Ergonomics • Smith System Safe Driving Program • USDOT compliance • Refrigerant management training ENVIRONMENTAL PRACTICES City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 ~:;?:'"~~:-·t Trane policies and procedures are compliant with all federal and state regulations. Refrigerant (and substitutes) handling, storage and leak repair processes are compliant with Environmental Protection Agency regulation 40 CFR Part 82. Service technicians are Universal-certified and use only certified recovery equipment Refrigerant Management Software (RMS) captures, manages and reports all refrigerant activity at your site. Annually, Trane will send you a report documenting all refrigerant activity that we performed for each piece of equipment during the past 12 months Trane adheres to all environmental regulations when removing used oil from refrigeration units. We have a national contract with a qualified supplier to recycle or dispose of used oil appropriately. ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 19 of 21 City of Hialeah Milander Center NEW Mech SA Proposal ID: 2949988 • TRANE' CONSISTENCY Nationwide, Trane technicians follow documented, formal processes that ensure uniform service delivery. As an OEM, Trane has developed exclusive service procedures which provide the most reliable outcomes, and extended equipment longevity, at the most cost-effective price. • Exclusive service work flow processes provide detailed steps and information encompassing parts, materials, tools and sequence of execution • Additional steps addressing safety, quality control, work validation and environmental compliance • Technicians must consistently reference documented processes to ensure no critical steps are skipped or omitted • Applicable service processes meet or exceed ASHRAE 180-2008 Standard Practice for Inspection and Maintenance of Commercial Building HVAC Systems ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 20 of 21 City of Hialeah Milander Center NEW Mech SA • TRANE' Proposal ID: 2949988 ~~!~'::.'~:'." YOUR ASSIGNED TEAM You will have a consistent group of employees dedicated to your account. The individuals assigned to your Trane team possess deep professional knowledge and advanced technical skills in HVAC equipment and mechanical systems, controls and building automation systems, heating, refrigeration and airside systems. They will become familiar with your systems. And you'll gain a greater sense of security knowing that a limited number of vetted employees have access to your facility. a ~ n '*; ACCOUNT MANAGER ACCOUNT ENGINEER SERVICE TECHNICIAN NAME NAME NAME CONTACT INFO CONTACT INFO CONTACT INFO ~ -~ ENERGY ENGINEER AREA SERVICE MANAGER NAME NAME CONTACT INFO CONTACT INFO ©2020 Trane All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 21 of 21 >MNIA® Public Sector A R T N E R S OVERVIEW CONTRACT DOCUMENTATION SOLUTIONS FOR EDUCATION ENERGY SERVICES HVAC EQUIPMENT & PARTS BUILDING SERVICES SUSTAINABILITY REGISTER Trane .............. \ OUU JO I ~·.;U • .:HI •........... · I(~· . U.S. Communities and National IPA, both wholly-owned subsidiaries of OMNIA Partners, have come together as OMNIA Partners, Public Sector. All public sector participants already registered with National IPA or U.S. Communities continue to have access to all contracts, with certain exceptions, in the portfolio and do not need to re-register to use a legacy National IPA, legacy U.S. Communities, or new OMNIA Partners contract. U.S. Communities and National IPA remain separate legal entities and lead agency contracts completed under each brand are effective and available for use through the contract's approved term. In the event we believe re-registration is necessary for any reason, OMNIA Partners will let you know. HVAC Products, Installation, Services and Related Products and Services Harford County Public Schools, MD Contract Number: 15-JLP-023 3-year initial term, October 1, 2015, through September 30, 2018 Option to renew for (2) additional (2) year periods The contract is renewed for two (2) years, effective October 1, 2018, through September 30, 2020 The contract is renewed for two (2) years, effective October 1, 2020, through September 30, 2022 Executive Summary • Uniform Guidance • NJ LFN Packet Contract Documents • Trane Contract 15-JLP-023 Amendment -Bonds • Parts Pricing • Harford County Public Schools Contact Information • Pricing Clarification • Contract Renewal 1 • Contract Renewal 2 RFP Documents • RFP 15-JLP-023 • RFP 15-JLP-023 Addendum 1 • RFP 15-JLP-023 Addendum 2 • RFP 15-JLP-023 Addendum 3 • RFP 15-JLP-023 Postings Response Evaluation • AZ Compliance Energy Savings Performance Contracting (ESCO) Technical Energy Audit Services Port of Portland, OR Contract Number: 1153 6-year initial term, December 1, 2017 -December 3, 2023 Option to renew for (1) additional (5) year period Executive Summary • Uniform Guidance Contract Documents • Trane Contract 1153 • Contract Amendment RFP Documents • RFP 2017-7473 • Schedule 1 Pricing Scenario • Schedule 2 Pricing Scenario • RFP 2017-7473 Addendum 1 • RFP 2017-7473 Addendum 2 • RFP 2017-7473 Addendum 3 • AZ Compliance REQUEST CONTRACT INFORMATION Easier, simpler and quicker with cooperative purchasing LET'S GO BEYOND" Bocomlng a participant of OMNIA PiMtners, Poblh:: Settor {and it$ subsidiaries National IPA and U.S. ('.ornimlnities) enables public agencies to dr!v(! effldency; effectiveness and real savings with world-class gowmment pmwrement resoorces and solutions. The entim portfolio of Trane equipment and se.rvkes is available through OMNIA Partners saving time and money. OMNIA Partneis gives you great« purchasing power to unleash the potential of your buildings with Trane solutions. Trane ls an industly leader in energy effldent, connected indoor romfurt systllllls, providing full lifeqide suPf)(llt through a world-class seivices orgal\ltation. our mission is to collaborate with organizations to reduOl the energy intensity of the world. Through in~ technology and unsurpassed expertise in buHdings, we're helping organizations ochieve real and enduring sustainability results. OMNIA PARTNERS ~u1- 1H11•~1'U11111/J111bll($f(IO• fin~ ti@ ;et in Touch ~40 Crescent Centre Drive >uite 600 =ranklin, TN 37067 ~66-875-3299 1fo@omniapartners.com Contact Information Email:tranecoop@irco.com Phone: 832-551-7999 Fax: 972-243-1398 SUPPLIER WEBSITE Sign up to receive email updates from OMNIA Partners, Public Sector Fi rs t name* r ................... ,... ----........................................................................................................... ) [....................................... .. ........ ............ ...... ....... .. ................................................. . . Last name* Company name* .. .. ... .. .. ..... _.... ··----·1 ---~~~~~~~~~~~~~~~~--' By providing email address(es) and/or any other personal information, as defined under applicable law, you represent that you have the authority to provide such information and acknowledge that you are J -·;;;1·--···v ---······· · · -·····-·--·---· J--·· ····-····-···-·· ---r·--·-·--· ··· ···-·-····--· ----···-· · ···-·-J Notice. CJ I agree* SIGN UP FOR EMAIL UPDATES Contracts Solicitations Who We Are What We Do Who We Serve Events Resources Contact Us Website by SyncShow I Privacy Policy I Terms of Use . ~ ~~J!Uj)jf 1{)/ ~@IKR0~~1!J(Q)m _.,,_.-':I.__._._._ JIB oJJJcltd lllmlq{FltJrhla 11ll1MIJI DeRartment of State I Division of CorRorations I Search Records I Search bY. Enti!Y. Name I Detail by Entity Name Foreign Profit Corporation TRANE U.S. INC. Filing Information Document Number FEl/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date PrinciP-al Address 800-E BEATY STREET DAVIDSON, NC 28036 Changed: 04/20/2017 Mailing Address 800-E BEATY STREET DAVIDSON, NC 28036 Changed: 04/20/2017 808786 25-0900465 01/07/1952 DE ACTIVE AMENDMENT 05/13/2020 NONE Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 05/26/2016 Address Changed: 05/26/2016 Officer/Director Detail Name & Address Title PRESIDENT SIMMONS, DONALD E. DAVIDSON, NC 28036 Title DIRECTOR, TREASURER DAUDELIN, RICHARD E. 800-E BEATY STREET DAVIDSON, NC 28036 Title ASSISTANT SECRETARY KOPP, JAY A. 4833 WHITE BEAR PARKWAY ST. PAUL, MN 55110 Title ASSISTANT TREASURER CRANMER I ROGER L. 1 CENTENNIAL AVENUE PISCATAWAY, NJ 08854 Title DIRECTOR, VICE PRESIDENT, SECRETARY TURTZ, EVAN M. 800-E BEATY STREET DAVIDSON, NC 28036 Title VICE PRESIDENT BUTOW, DAVID C. 800-B BEATY STREET DAVIDSON, NC 28036 Annual ReP-orts Report Year 2019 2019 2020 Document Images Filed Date 01/30/2019 04/01/2019 02/08/2020 05/13/2020 --Amendment 05/13/2020 --Amendment 02/08/2020 --ANNUAL REPORT View image in PDF form~ [--------v;;~1;~9;;-pc)f=fci_r_;~1------] View image in PDF format 04/01/2019 --AMENDED ANNUAL REPORT I View image in PDF format 01/30/2019 --ANNUAL REPORT I -------;:;;;~;,;:;-1;;:;~9~-i~PDFHf~~-;~i----------1 04/27/2018 --AMENDED ANNUAL REPORT [~_V_ie_w_im_a_g_e _in_P_D_F _fo_rm_a_t -~I 01/04/2018 --ANNUAL REPORT ,-----Vi-~;_;:;-i;;:;~;·;~-P-DFf~~-;;:;~-t -H--1 06/13/2017 --AMENDED ANNUAL REPORT[--Vi~j-;;:;;g-;J;;Pl)Ffu~~t----1 OR/1 ?/?017 --AMFNnFn ANNI JAi RF PORT r \/iAW im"n" in PnF form"! I 05/26/2016 --Reg,.Agent Chang!2 04/28/2016 --ANNUAL REPORT ,--··-\;1e;;ci~;9·;1~P-~t~~;·;;;1-·····] I View image in PDF format J 04/22/2015 --ANNUAL REPORT r .... _ ... _yj;;-i·;:,:;;;;9;1~-PDF·f~~;;:;;j-· ... --·-·1 01/29/2014 H ANN UAL REPORT r· ··-··-v1;;·;~~9~-;~·p-c;·Ff~~;:;;;1 · --· 1 03/05/2013 --AMENDED ANNUAL REPORT I View image in PDF format I 01/18/2013 --AMENDED ANNUAL REPORT I View image in PDF format I 01/04/2013 --ANNUAL REPORT I ··-·:;;;;-;~ir;;~g;i~PoF·f~;;;;;;·-···1 04/17/2012 --ANNUAL REPORT j View image in PDF format I 03/30/2012 --ANNUAL REPORT 1m••m-m••v1~;·i·;:;;~-9;·;~-PDF·f~~;:;;;;;;·-·m ···1 04/22/2011 --ANNUAL REPORT View image in PDF format I 04/28/2010 --ANNUAL REPORT View image in PDF format I 01/14/2009 --ANNUAL REPORT 04/21/2008 --ANNUAL REPORT 12/04/2007 --Name Chang!2 01/16/2007 --ANNUAL REPORT 01/05/2006 --ANNUAL REPORT 04/29/2005 --ANNUAL REPORT 02/06/2004 --ANNUAL REPORT 02/18/2003 --ANNUAL REPORT 05/13/2002 --ANNUAL REPORT 05/18/2001 --ANNUAL REPORT 03/28/2000 --ANNUAL REPORT 05/10/1999 --ANNUAL REPORT 04/15/1998 --ANNUAL REPORT 02/06/1997 --ANNUAL REPORT 07/09/1996 --ANNUAL REPORT 06/22/1995 --ANNUAL REPORT ,----·-v;;;·;~9~-;~-P-DF·f~~;;imm•mHH] I View image in PDF format I [. ... -v;~;;;;;;9~-i~P0Ft~~;;;;;-· .. ] [ View image in PDF format I I View image in PDF format I r··· Vi;;·i;:,:;;9;;;;-PDF format --1 I View image in PDF format I !-------v;-;;-~-;ie-;;;-PoF:-t;;-r;-;;;1-------] View image in PDF format View image in PDF format View image in PDF format 1··-·v1~;1;;:;;9;;~-roF··1~;:;;;;·-···-·-·1 Cview image in PDF format [ .............. V;;;;:;-;-;:;;-;;;9;·;·~-P·Dff~~;;:;;;;1·· ... --1 View image in PDF format View image in PDF format Florida Department of State, Division of Corporations 001 General Fund Fiscal Year: 2021 Trial Balance - l:i·~~~~?M12illfa'.3,~:;~{\ci;!iJ:~2::L:L:~:;:l~;t€~~~€f,:'.~;L,)i[',iE.e~1ji:I~iiHr~nr!~t,~2!.r~i:Di~fE~'.!i~fi~i«1GiQJ~~1£~,~-~,tf.f~-2ifQ~·E:i:!J,~1~Jill~[';j·z1tr;~~fil"Bi~j1:J 001.3140.574340 0 % 4,800.00 CONTRACTUAL SERVICES 4,800.00 0.00 670.00 4,130.00 10/14/2020 Total for (2) Operating Expenses Total expenses 3140 (Fund 001) EC-Milander Center 001 General Fund 4,800.00 4,800.00 4,800.00 4,800.00 Fund Totals $4,800.00 Revenue/Expenses Balance: 001 General Fund Trial Balance - $0.00 $0.00 Expenses 670.00 4,130.00 670.00 4,130.00 $670.00 $4,130.00 LI \oo .+ "2. '2 : I fo 1.. ( ~v nd -\-"'"""~~<) ~ 2Cu /f:P12 I 00 Printed: 10/21/2020 Page:2 001 General Fund Fiscal Year: 2021 Trial Balance - !E1!£~}L~~Lfai;t'lili'..2·fr;),1 1·:mg!1:. 1iL~iI.~~PL~.·:ji.iL\,_.::.E::·: __ :,:·$F_IirHrin~!~~r·~·:x1fr,~-l!C,~iH~~~-~£~_:r: .. :;~1t~Hfiim&~f~~J~ii~['.:•;J;.·;,:~·~·i@Id·::.:z ;1I]il;;~~f:Q~.t~~-:i:J 001.3140.574640 0 % 25,000.00 CAPITAL OUTLAY -EQUIPMENT 25,000.00 0.00 0.00 25,000.00 10/13/2020 Total for (3) Capital Expenses Total expenses 3140 (Fund 001) EC-Milander Center 001 General Fund 25,000.00 25,000.00 25,000.00 25,000.00 Fund Totals $25,000.00 Revenue/Expenses Balance: 001 General Fund Trial Balance - $0.00 $0.00 Expenses 0.00 25,000.00 0.00 25,000.00 $0.00 $25,000.00 2S100D -2'1 i 1 Gr 2-( Rv~ +..-~~ec) 2 1.~~ I Printed: 10/21/2020 Page:2 001 General Fund Fiscal Year: 2021 Trial Balance - it,Z1;~£~#c~liji': .• :'iiIJtL~2])rt!W':~i'.1;~~;~;;:2g~t&~n!iL~,,~L:L:'.·L~~2:•:;~-~-eP.r2cPr•~i~~~~~m::!·2.1 .}'~:&!ill!!g¥J!~'.1'2E't~ziJi£ilj~t~!t~2L'J:if;~i!l~Ji~.£~1<'·~t1:j::U£~~t!?"~g;rJ 001.3140.574462 0 % 17,500.00 REPAIR & MAINT -EQUIPMENT 17,500.00 0.00 8,919.60 8,580.40 10/21/2020 Total for (2) Operating Expenses Total expenses 3140 (Fund 001) EC-Milander Center 001 General Fund 17,500.00 17,500.00 17,500.00 17,500.00 Fund Totals $17,500.00 Revenue/Expenses Balance: 001 General Fund Trial Balance - $0.00 $0.00 Expenses 8,919.60 8,919.60 $8,919.60 8,580.40 8,580.40 $8,580.40 ~'5"?>0.40 I _ \1 1 Z.o~ .DD ( ~,e:,s·1~ Go) Printed: 10/21/2020 Page: 2