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HomeMy WebLinkAboutC-5745 - M/RSA for Civic Center Chillerri i(1 MAINTENANCE AND REPAIR SERVICES AGREEMENT } WITH TRANE U.S. INC. FOR U CIVIC CENTER CHILLER THIS MAINTENANCE AND REPAIR SERVICES AGREEMENT ( "Agreement') is made and entered into as of this 1st day of February, 2014 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and TRANE U.S. INC., a Delaware corporation ( "Contractor"), whose address is 17760 Rowland St., City of Industry, CA 91748, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform maintenance and repair services for the Civic Center Chiller ( "Project'). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: IMIM The term of this Agreement shall commence on the Effective Date, and shall terminate on January 31, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). As a material inducement to City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and Contractor is experienced in performing the Work contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest industry standards in performing the Work required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest industry standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 2.2 Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand- delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Hundred Nineteen Thousand Nine Hundred Ninety Nine Dollars and 981100 ($119,999.98), without prior written amendment to the Agreement. 4.2 Contractor shall submit quarterly invoices to City describing the Work performed the preceding quarter. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and /or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the quarterly invoice by City staff. Trane U.S. Inc. Pagee 43 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Kerry Frank to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project Without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Deputy Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform Trane U.S. Inc. Page 3 the Services required by this Agreement, and that it will perform all Services in a manner commensurate with highest industry standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the industry standard. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the terra hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Trane U.S. Inc. Page 4 9.4 Notwithstanding the foregoing, require Contractor to indemnify the Indemnifies sole negligence or willful misconduct of the indemnity shall be construed as authorizing ai on or to enforce the terms of this Agreement. and liability regardless of whether any insure limits do not act as a limitation upon the amc Contractor. nothing herein shall be construed to Parties from any Claim arising from the Indemnified Parties. Nothing in this y award of attorneys' fees in any action This indemnity shall apply to all claims ice policies are applicable. The policy ant of indemnification to be provided by 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and farmer usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in Trane U.S. Inc. Page 5 order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership orjoint- venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or, more of the voting power or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "documents "), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or Trane U.S. Inc. Page 6 any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 22. CONFLICTS OF INTEREST 22.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless Trane U.S. Inc. Page 7 City for any and all claims for damages resulting from Contractor's violation of this Section. 23. NOTICES 23.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. 23.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Pat Thomas, Deputy Public Works Director Public Works Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 23.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Kerry Frank Trane U.S. Inc. 17760 Rowland St. City of Industry, CA 91748 f'��+IwT1E? Unless a shorter time is specked elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 of seq.). 25. TERMINATION 25.1 in the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written Trane U.S. Inc. PagA notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 25.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26. LABOR 26.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA ") (29 USCA § 201, of seq.). 26.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 26.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 26.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and /or regulations. This obligation shall survive the expiration and /or termination of the Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 27.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent Trane U.S. Inc. Page 9 breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. (SIGNATURES ON NEXT PAGE] Trane U.S. Inc. P..- 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:- By:� ac - Aaron . Harp City Attorney ATTEST: C9,o7-& Date: By: a, a&� 0 , kpm' Leilani I. Brown City Clerk I h; -'c r FOa© CITY OF NEWPORT BEACH, a California municipal corporation Date: Z I'Lc> By: _ Dave Kiff City Manager CONTRACTOR: Trane U.S. Inc., a Delaware corporation Date: Adam Wittwer Direct Sales Manager Date: ads//,e By: / ALS Johnnyero * ijA , Area -Manager ks �-� � e. _ [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Trane U.S. Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: a 44 -1 By: 44u Aaron CV Harp City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager CONTRACTOR: Trane U.S. Inc., a Delaware corporation Date: By: By: Leilani I. Brown Adam Wittwer City Clerk Direct Sales Manager Date: By: Johnny Brown Area Manager [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Trane U.S. Inc. Page 11 " CERTIFICATE Trane 3600 Pammel Creek Road La Crosse, WI 54601 USA T (608) 787-2000 www.irco.com I, Scott Smillie, Senior Contract Manager of Trane U.S. Inc., One Centennial Avenue, Piscataway, New Jersey 08855, a Delaware corporation, do hereby certify that Timothy Dorsey who signed the attached document is Finance Director of Trane U.S. Inc., and that he is duly authorized to execute such documents on behalf of the Corporation. Scott WKS�nilVe, Sr. Contract Manager (CORPORATE SEAL) v b7 7 OZ�.� Date EXHIBIT SCOPE OF SERVICES Trane U.S. Inc. Page A-1 TRANE SCHEDULED SERVICE AGREEMENT Scope of Services — Provided in your Scheduled Service Agreement: Q Trane Scheduled Maintenance Building Services Standard Inclusions Scheduled number of specific service events and associated labor performed during Trane normal business hours as outlined in the Equipment Coverage and Services section of this Agreement. Basic materials and supplies determined necessary by the Trane Technician for the normal performance of Scheduled Maintenance are covered by the annual fee and include grease, cleaning solvents, and wiping cloths. Refrigerant Management This scope includes: • Refrigerant Replacement at 0% of Charge per unit per year • Trane Technicians will capture and track all refrigerant activity performed by Trane for each piece of Covered Equipment • Refrigerant Usage Reports can be generated annually 10 Trane Laboratory Analysis The Trane Chemical Laboratory performs routine analysis and trending of oil, absorption solutions, and refrigerants as required. Equipped with this knowledge and Trane's extensive experience we can identify and head off potential system failures more definitively than service providers who depend on third party testing laboratories. Cooling Contingency Planning Trane emergency preparedness personnel will provide, free of charge upon request, Cooling Contingency Planning to anticipate and respond to unusual or unplanned cooling needs. Planning will address temporary chillers, portable auxiliary power units, and recommendations for facility modifications to prepare your system for temporary cooling. Additional Scope of Services: OPERATOR COACHING & TRAINING VARIABLE FREQUENCY DRIVE MAINTENANCE REFRIGERANT MONITOR MAINTENANCE & CALIBRATION FIRMWARE UPDATES FOR CHILLER CONTROLLERS (AS NEEDED) MANE' Building Services TRANE SCHEDULED SERVICE AGREEMENT Equipment Coverage and Services Trane will perform the following scheduled services on the described equipment located at: Newport Beach Civic Center The following "Covered Equipment," including their VFD components (if applicable), will be serviced at Newport Beach Civic Center: Equipment Qty Manufacturer Model Number Asset Tag Series RTM Water -Cooled Chillers 2 Trane RTWD... CH -1,2 Pumps (Chilled Water, Condenser Water, and Heating Hot Water 6 Bell & Gossett Size 1510 P-1-6 Hot Water Boilers 2 RayPak H7-0850 B-1,2 Chillgard® LE Refrigerant Monitor 1 MSA A -LE -D-4-1... n/a Return Fans — Direct Drive 3 Alliance 4VN-AS-PF RF -1,4-5 Return Fans — Belt Driven 2 Greenheck QEI... RF -2,3 Air Handling Units 5 Alliance 4VN... AHU-1-5 Cooling Tower 1 BAC 15177 CT -1 Split -System Precision Cooling Units 3 Liebert BF067A... CU-12A,12B,18 AC-12A,12B,18 Description Quantity Per Term Series RTM Chiller Annual Inspection 1 Series RTM Chiller Operational Quarterly Inspection 3 Refrigerant Monitor Maintenance & Calibration 1 Annual Mechanical -Draft Cooling Tower Inspection Quarterly Mechanical -Draft Cooling Tower Inspection Variable Frequency Drive Maintenance ©2013 Trane All rights reserved Page 6 of 13 Scheduled Service Agreement TRANE SCHEDULED SERVICE AGREEMENT Equipment Coverage Building Services and Services (cont'd) Trane will perform the following scheduled services on the described equipment located at: Newport Beach Civic Center Description Quantity Per Term Annual Pump Maintenance 1 Quarterly Pump Running Inspection 3 Variable Frequency Drive Maintenance 1 Annual Air Handler Maintenance 1 Quarterly Air Handler Maintenance 3 Variable Frequency Drive Maintenance 1 Annual Boiler Maintenance 1 Quarterly Boiler Inspection 3 Annual Return Fan Maintenance 1 Quarterly Return Fan Inspection 3 Variable Frequency Drive Maintenance 1 Liebert Split System Maintenance (Year 1 Only) 1 Liebert Split System Inspection (Year 1 Only) 3 ©2013 Trane All rights reserved Page 7 of 13 Scheduled Service Agreement MOW Building Services TRANE SERVICE AGREEMENT Equipment Coverage and Services (Cont'd) The following "Energy Services" will be performed for the Newport Beach Civic Center building: Energy Optics No of Buildings Participation Level Price to Customer 1 once • Semi -Annual Intervals Report Review Energy Savings Receive one (1) 5 -Pager report to demonstrate energy potential Receive one (1) 1 -Pager report to illustrate potential energy savings Participate in one (1) 30-60 minute Energy Review to review results with Trane Energy Professional and/or Energy Engineer 5% savings potential; dependent upon operations and building size Notes -Multiple building discounts available -Savings based on customer implementing suggestions generated by Trane energy analysis; therefore, Trane is not responsible for unrealized savings ©2013 Trane All rights reserved Page 8 of 13 Scheduled Service Agreement TRM/E Building Services TRANE SCHEDULED SERVICE AGREEMENT Scope of Services — Energy Diagnostics The majority of facilities do not operate at peak efficiency. This is not necessarily due to neglecting maintenance or inefficient equipment operation. Rather, it's because as new options for energy performance optimization become available, many owners do not properly allocate the necessary funds or resources needed to routinely conduct energy analyses. Trane offers a solution... Data Collection and Assessment Trane will study your historic energy use, suppliers, and terms. This information (stored by SCE and available at no cost) must be received in order to develop a unique baseline energy model (e.g. Figure 1) that accurately represents your operations and serves as a foundation for further analysis and recommendations. I 1 I l iq ,i I S rl t I ' Mun D 25;1-, n( idi 12 v Thua Zol2 •- SLl Fri 1'27; 17 112e `G,Ga:.i 11on 11 J.6'1 Tuu $.30111 Sun 1.31 +I1 hn GIA I Wed 0:1:1 �. '000 1 500 J z2.W Of" r la:cu Iti:UU la: uo y.: 10 OC Y 6:X G CO legend lkWl 0 IOU .:.100 600 800 IOW Figure 1 — Example annual electricity demand usage profile, based on 15 minute interval data ©2013 Trane All rights reserved Page 3 of 13 Scheduled Service Agreement Building Services Optimization and Implementation Depending on your objectives and internal capabilities, a project may extend only through the Assessment stage. Otherwise, Trane will make recommendations for upgrading or retrofitting equipment, optimizing facility operations, changing energy suppliers, switching to alternative energy rate plans, using state and federal energy funds, and/or busing/selling renewable energy certificates. • Historic energy use, suppliers & terms • Load locations • Operating procedures • Internal initiatives Systems Assessment Approach is Assessment Results • Load profiling & systems modeling • Weather normalized variability analysis • Contract structure tests • Issues, opportunities & recommendations z: Optimization Results • Dynamic system modeling & advanced simulation • Prioritization & stress testing of alternatives • Risk-adjusted budget & capital imparts • Strategic energy plan 3: Implementation Results • Realization of energy plan may include: • Contract negotiation • Utility rate switching • Procedures modification • System upgrades • Financing & incentives • Energy use monitoring • Portfolio management Further analysis and implementation is at the customer's discretion and will ultimately depend on the materiality of the recommendations and need for assistance. Deliverables Energy Performance Reports generated for the building analysis are as follows: • Five -Pager Report: Multiple views for identifying potential energy savings through discussion with ownership and management and both inter- and intra- building comparisons. This report includes: 0 3D Load Profiles o Load Density o Daily Demand Profiles o Energy Usage vs Degree Days o Daily Peak Demand vs Degree Days • One -Pager Report: Total building use summary with monetary potential identified through implementation of Energy related updates, upgrades and constant monitoring. ©2013 Trane All rights reserved Page 4 of 13 Scheduled Service Agreement TRM/E Building Services Energy Reviews and additional reporting: • Energy Review: Energy Reviews are 30-60 minute reviews completed in person with a trained Energy Professional or Energy Engineer to analyze, interpret, discuss and help plan for opportunities developed through review of the Energy Performance Reports. This is a consultative meeting wherein discussions occur regarding building operation and controls; therefore, conversations should occur between, at minimum, Trane's Energy Professional and the chief operation staff of the facility. These conversations are important in determining the causes of the effects identified through the Energy Performance Reports and Review. Reviews will identify opportunities for building improvement; it is the responsibility of the owner and the service and controls companies implemented on-site to follow up with improvements identified through this process. Trane will then be able to confirm, in subsequent meetings, if the suggested measures have been implemented. Figure 2 — Example Pages from Energy Performance Reports Providing Required Data The Energy Performance analysis requires 15 -Minute interval data to be provided by the customer for each agreed upon analysis. The interval data may be acquired in one of the following ways: 1. Executed CISR Form (Customer Information Request) a. Authorization for Trane to obtain 15 -minute data from the Utility b. Form to be provided by Trane for execution 2. Download and provide data from Utility Tracking Portals a. Example: access SCE Energy Manager to export 15 -minute data b. Can provide a unique "view -only' login for Trane Energy Professionals 3. Trend and output data from Energy (or Building) Management System a. Some EMS systems can trend total building usage in 15 -minute increments ©2013 Trane All rights reserved Page 5 of 13 Scheduled Service Agreement 16 MANE Building Services TRANE SCHEDULED SERVICE AGREEMENT Customer Service Flows The following Customer Service Flows provide additional service description detail for Covered Equipment. ON-SITE OPERATOR TRAINING: Chilled Water System Fundamentals • Components • Refrigerant Flow • Oil Flow & Recovery • Controls • Airside Systems • Troubleshooting WATER-COOLED ROTARY CHILLERS: Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Leak -test the chiller and report the leak check results. • Repair minor leaks as required (e.g. valve packing, flare nuts). • Visually inspect condenser tubes for cleanliness. Controls and Safeties • Inspect the control panel for cleanliness. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Verify all settings in the electronic control panel. • Test the oil pressure safety device. Calibrate and record setting. . • Test the high motor temperature safety device. Calibrate and record setting. • Test the operation of the chilled water pump and condenser water pump starter auxiliary contacts. • Verify the setting of the current control device. • Test the operation of the optical oil sensor. Condenser Tube Brushing * Isolate the condenser water side of the chiller and drain water (condenser isolation valves must hold) * Drop the condenser heads • Inspect tubes, check for scaling. • Brush all condenser tubes + Replace condenser head gasket with new OEM Trane part * Open isolation valves and fill chiller with water Lubrication System Pull oil sample for spectroscopic analysis. Test the oil for acid content and discoloration. Make recommendations to the customer based on the results of the test. Change the oil filter. Verify the operation of the oil heater. Measure amps and volts and compare the readings with the watt rating of the heater. Motor and Starter • Clean the starter and cabinet. • Inspect wiring and connections for tightness and signs of overheating and discoloration. Check tightness of motor terminal connections. Check condition of the contacts for wear and pitting. Check contactors for free and smooth operation. • Check the mechanical linkages for wear, security and clearances. • Meg the motor and record readings. • Verify the operation of the electrical interlocks. • Measure voltage and record. Voltage should be nominal voltage t10% Mid - Season Running Inspection • Check the general operation of the unit. • Log the operating temperatures, pressures, voltages, and amperages. • Check the operation of the control circuit. • Check the operation of the motor and starter. • Analyze the recorded data. Compare the data to the original design conditions. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. AIR COOLED CHILLERS: Comprehensive Annual Inspection Report in with the Customer Representative. Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Inspect for leaks and report leak check result. Repair minor leaks as required (e.g. valve packing, flare nuts). Check the condenser fans for clearances and free operation. Check tightness of condenser fan motor mounting brackets. Check the set screws on the fan shafts. Usually inspect the condenser coil for cleanliness. Verify the performance of the fan control inverter VFD, if applicable, Grease bearings as required. Controls and Safeties Inspect the control panel for cleanliness. Inspect wiring and connections for tightness and signs of overheating and discoloration. Verify the working condition of all indicator /alarm lights and LED /LCD displays. Test oil pressure safety device (as required). Calibrate and record setting. Test the operation of the chilled water pump starter auxiliary contacts. Lubrication System Pull oil sample for spectroscopic analysis. • Test oil for acid content and discoloration. Make recommendations to the customer based on the results of the test. • Verify the operation of the oil heaters. Motor and Starter Clean the starter cabinet and starter components. • Inspect wiring and connections for tightness and signs of overheating and discoloration. Check the condition of the contacts for wear and pitting. • Check contactors for free and smooth operation. • Check all mechanical linkages for wear, security and clearances. Verify tightness of the motor terminal connections. Meg the motor and record readings. • Verify the operation of the electrical interlocks. Measure voltage and record. Voltage should be nominal voltage 110 %. Quarterly Running Inspection Check the general operation of the unit. Log the operating temperatures, pressures, voltages, and amperages. Check the operation of the control circuit. • Check the operation of the lubrication system. Check the operation of the motor and starter. • Analyze the recorded data. Compare the data to the original design conditions. • Review operating procedures with operating personnel. Provide a written report of completed work, operation log and indicate any uncorrected deficiencies detected. AIR HANDLING UNITS: Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Inspectthe unit for cleanliness. • Inspect the fan wheel and shaft for wear and clearance. • Check the sheaves and pulleys for wear and alignment. • Replace Belts • Verify tight bolts, set screws, and locking collars_ • Check dampers for wear, security and linkage adjustment. • Verify clean condensate pan. • Verify proper operation of the condensate drain. • Replace all air filters. • Verify clean coils. • Verify proper operation of the spray pump, if applicable. • Verify smooth fan operation. • Log operating conditions after system has stabilized. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. Lubrication + Lubricate the fan shaft bearings, if applicable. + Lubricate the motor bearings, if applicable. Controls and Safeties • 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. Motor and Starter • Clean the starter and cabinet. • Inspect the wiring and connections for tightness and signs of overheating and discoloration. This includes wiring to the electric heat, if applicable. • Check the condition of the contacts for wear and pitting. • Check the contactors for free and smooth operation. • Meg the motor and record readings. Scheduled Running Inspection • 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. • Replace pre - filters. • Verify that post/box filters are in good condition. • 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. COOLING TOWER, BELT DRIVEN; Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly STRUCTURE • Disassemble all screens and access panels for inspection. • Inspect the conditions of the slats, if applicable. • Inspect the condition of the tower fill. • Inspect the condition of the support structure. • Inspect the condition of the basins (upper and lower) and /or spray nozzles. • Verify clean basins and strainer(s). • Verify the condition and operation of the basin fill valve system. MECHANICAL • Replace belts. • Verify correct belt tension. Adjust the tension as necessary. • Inspect sheaves and pulleys for wear, condition, and alignment. • Inspect fan shaft and bearings for condition. • Inspect fan assembly for condition, security, and clearances. (e.g. blade tip clearance). Lubrication System • Lubricate motor bearings. + Lubricate fan shaft bearings. Motor and Starter Clean the starter and cabinet. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Check the condition of the contacts for wear and pitting. • Check the contactor(s) for free and smooth operation. • Meg the motors) and record readings. • Check disconnect terminal block for wear, tightness and signs of overheating and discoloration. • Check the condition and operation of the basin heater contactor(s). Mid - Season Running Inspection • Check the general operation of the tower. • Verify clean basins and strainers. If cleaning needed, technician to provide quote to building engineer on site. • Verify proper water level in the basin. • Verify proper operation of the water level control device. • Verify smooth operation of the fan(s). • Verify proper operation of the bypass valve(s), if applicable. • Review operating procedures with operating personnel. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. UETTErm Annual Inspection • Report in with the Customer Representative • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Check motor shaft and pump shaft for alignment, if applicable. • Inspect the coupling for wear. • Verify that the shaft guard is in place and tight, if applicable. • Verify water flow through the pump. • Check for leaks on the mechanical pump seals, if applicable. • Verify proper drip rate on the pump seal packing, if applicable. • Verify smooth operation of the pump. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. -_a.= .i • Lubricate the motor bearings as necessary. • Lubricate the pump bearings as necessary. Motor and Starter • 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. Running Inspection • Verify smooth operation of the pump. • Check for leaks on the pump seal. • Lubricate the motor bearings as necessary, if applicable. VARIABLE FREQUENCY DRIVES: Annual Maintenance Procedure • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. • Clean the heat sink. • Inspect wiring and connections for tightness and signs of overheating and discoloration. • Visually inspect panel for loose or damaged parts or wiring; also check for any accumulation of dirt and/or moisture. • Verify proper operation of the unit. • Verify proper DC buss voltage. REFRIGERANT MONITORS: Annual Maintenance Inspection • Report in with the Customer Representative. • Record and report abnormal conditions. • Check chassis mounting in enclosure. • Check operation of Clear Language Display. • Replace sampling filter element /elements at sensing points. • Provide Zero and Span calibration to accuracy within 1 PPM. • Visually check photo - acoustic sensing device. • Check periodic re- zeroing if applicable. Comprehensive Annual Inspection • Report in with the Customer Representative. • Record and report abnormal conditions, measurements taken, etc. • Review customer logs with the customer for operational problems and trends. General Assembly • Check the heating surfaces and water side for corrosion, pitting, scale, blisters, bulges and soot. + Inspect the refractory. • Check the expansion tank and drain if needed. • Clean the fire inspection glass. • Check the blow -down valve packing and lubricate. + Check and test boiler blow -down valve. • Perform hydrostatic test, if required. CAS TRAIN BURNER ASSEMBLY • Check the gas train isolation valves for leaks. • Check the gas supply piping for leaks. • Check the gas pilot solenoid valve for wear and leaks. • Check the main gas and the pilot gas regulators for wear and leaks. • Test the low gas pressure switch. Calibrate and record setting. • Test the high gas pressure switch. Calibrate and record setting. • Verify the operation of the burner fan air flow switch. • Inspect and clean the burner assembly. • Inspect and clean the pilot igniter assembly. • Inspect and clean the burner fan. • Run the fan and check for vibration. • Inspect the flue and flue damper. • Burner Control Panel: • Inspect the panel for cleanliness. • Inspect wiring and connections for tightness and signs of overheating and discoloration. Clean burner fan wheel and air dampers. Check the fan for vibration. Verify tightness of the linkage set screws. Check the gas valves against leakage (where test cocks are provided). Controls and Safeties (all if applicable) • Disassemble and inspect the low water cutoff safety device. • Reassemble the boiler low water cutoff safety device with new gaskets. • Clean the contacts in the program timer, if applicable. • Check the operation of the low water cutoff safety device and feed controls. • Verify the setting and test the operation of the operating and limit controls. Quarterly Running Inspection Check the general condition of the unit. • Inspect the burner. + Adjust the burner controls to obtain proper combustion. • Check the operation of the pressure relief valve. + Check the operation of the low water cutoff and feed controls. • Check the setting and test the operation of the operating and limit controls. • Check the operation of the modulating motor. • Lift the safety /relief valves with at least 70% of rated pressure. Blow down and try gauge cocks to confirm glass water level. + Check and test boiler blow down valve. • Log 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. LIEBERT SPLIT - SYSTEMS: • 24x7 Emergency labor and travel included • Includes 1-800- LIEBERT Customer Response Center. • Includes access to Liebert Customer Services Network do -Line Internet portal. • Includes (4) PM inspections scheduled between Sam- 5pm, Monday - Friday, (excluding national holidays). Belts & Filters included and replaced on an "as needed basis." • All other parts & labor is provided on a time & material basis. • Performed by Liebert Factory Trained Technicians. Quarterly Maintenance Filters • Check for restricted airflow. • Replace air filters as needed • Examine filter switch. • Wipe entire section clean. Blower Section • Verify that impellers are free of debris and move freely. • Check belt for condition and proper tension. • Replace belts as needed. • Verify that the bearings are in good condition. • Check the fan safety switch for proper operation. • Check the pulleys and motor mounts for tightness and proper alignment. Air Cooled Condenser (If Applicable) • Verify condenser coil cleanliness • Brush clean and spray using hose and nozzle connected to local water source (if local water source is available) • Chemical cleaning of outdoor condensing unit is excluded from normal scheduled maintenance and can be performed on a time and material basis. • Examine motor mounts for tightness. Tighten if necessary. • Verify that the bearings are in good working order. • Confirm that the refrigerant lines are properly supported. Water /Glycol Condenser (If Applicable) • Check cleanliness of copper tubing. • Confirm that the water regulating valves are functioning properly. • Check the glycol solution level. • Check glycol freeze protection level • Check for water /glycol leaks. Glycol Pump • Examine for any glycol leaks. • Determine proper pump operation, Steam Generating Humidifier (If Applicable) • Check the canister for any deposits. • Check the condition of all steam hoses. • Examine the water make -up valve for any leaks. • Check and adjust potentiometers for optimal performance Infrared Humidifier (If Applicable) • Check the pan drain for any type of blockage. • Examine the humidifier lamps for proper operation. Check the pan for any type of mineral deposits. Refrigerant Cycle /Section • Examine refrigerant lines for leaks or damage. • Using the sight glass, check lines for moisture. • Monitor suction pressure. • Monitor head pressure. • Monitor discharge pressure. • Check superheat. Electric Panel, Controls, and Ancillary Items • Check fuses • Check electrical connections • Check contactors for pitting • Using microprocessor controls, ensure proper operation of the unit components • Inspect leak detection cabling (if connected to unit) ENERGY PERFORMANCE ANALYTICS: • Generate energy performance report • Interpret data and compare to previous runs • Identify problems and make recommendations • Submit written reports to customer • Have scheduled in- person meetings for discussion of results • Follow -up on implementation plan EXHIBIT B SCHEDULE OF BILLING RATES Contractor shall provide the necessary labor, equipment, materials, supervision and transportation to provide the services described in this agreement. Contractor shall be compensated by City in accordance with the following schedule and terms: Year Year 1 Year 2 Year 3 Quarterly Maintenance $18,782.30 $6,260.76 x 3 $14,643.14 $4,881.05 x 3 $14,643.14 $4,881.05 x 3 Annual Maintenance $26,095.97 $24,773.39 $24,773.39 Total Pre - Discount $44,878.27 $39,416.53 $39,416.53 Pre-Payment Discount 3% - $1,346.35 - $1,182.50 - $1,182.50 Total With Discount $43,531.92 $38,234.03 $38,234.03 Year Amount Year 1 $43,531.92 Year 2 _ $38,234.03 Year 3 $38,234.03 Agreement Compensation $119,999.98 Amount (Not -to- Exceed) During Year 1 of this Agreement, Contractor shall provide maintenance and repair of the Liebert split systems as described in the Scope of Services (Exhibit A). Service of these systems shall cease during Year 2 and Year 3 of this Agreement. In order to receive the Pre - Payment Discount described above, compensation shall be provided by the City on an annual basis upon the commencement of each service year. Trane U.S. Inc. Page 771 EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Trane U.S. Inc. Page C -1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to, waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. Trane U.S. Inc. Page C -2 C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non - compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self - insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non - Compliance If Contractor or any sub - consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. M. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Trane U.S. Inc. Page C -3