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HomeMy WebLinkAboutItem 10 Approval of Elevator, HVAC, and Landscape Service Agreements for New City Hall with Installation ContractorsV` '' ocoee norlda AGENDA ITEM COVER SHEET Meeting Date: Item #: Contact Name:Jamie Croteau Contact Phone:407-905-3159 July 19. 2022 Reviewed by: Department Director: "96&w—� City Manag . rank Subject: Approval of Elevator, HVAC, and Landscape service agreements for new City Hall with installation contractors Background Summary: With the completion of the new City Hall, the City becomes responsible for all building maintenance. Staff is requesting service agreements with the installation contractors for Elevators, HVAC, and Landscape services. This will help ensure that any warranty items that may arise are resolved without conflict or issue. Attached you will find service agreement proposals for the following building systems: Elevators Service Agreement with TK Elevator Corporation HVAC Service Agreement with Energy Air, Inc. Landscape Services Agreement with BrightView Landscape Services, Inc. Staff is requesting to waive regular purchasing procedures to ensure warranty and maintenance are with the same contractors. Issue: Should the Honorable Mayor and City Commission approve the service agreements with TK Elevator Corporation, Energy Air, Inc., and BrightView Landscape Services, Inc.? Recommendations: Staff recommends City Commission approve the service agreements with TK Elevator Corporation, Energy Air, Inc., and BrightView Landscape Services, Inc. and authorize the Mayor, City Clerk, and Staff to execute the required contract documents once insurance is received. Staff also recommends the City Manager be authorized to approve change orders to this contract up to the limit of his purchasing authority for each change order, and up to the budgeted amount for this project for all change orders. Attachments: TK Elevator Gold Service Agreement proposal Energy Air HVAC Services Agreement proposal BrightView Landscape Services Agreement proposal Financial Impact: TK Elevator Corporation Service Agreement is approximately $4,776/ year. Energy Air Inc. HVAC Services Agreement is approximately $12,325/ year. BrightView Landscape Services Inc. Agreement is approximately $26,542/ year. Type of Item: (please mark with an 'Y) Public Hearing Ordinance First Reading Ordinance Second Reading Resolution x Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept Reviewed by Rebecca Roberts (7/13/22) For Clerk's Dept Use: ' Consent Agenda Public Hearing Regular Agenda N/A N/A N/A 2 Gold Service Agreement Purchaser: Ocoee City Hall Address: 1 North Bluford Ave Ocoee, FL 34761 Location: Address: 1 North Bluford Ave Ocoee, FL 34761 May 09, 2022 TK Elevator Corporation ("TK Elevator Corporation," "TK Elevator," "we," "us," and "our"), agrees with Purchaser ("Purchaser," "you," and "your"), to maintain the equipment described below in accordance with the terms and conditions of this agreement ("the Agreement") with the goal of maximizing its performance, safety, and life span. TK Elevator and Purchaser may hereinafter be referred to individually as a "Party" or collectively as the "Parties." Equipment to be Maintained This Agreement covers the units described in the table below (individually a "Unit" or collectively the "Units"). Equipment- I Stops ..- Hydraulic Elevator 1 3 thyssenkrupp Elevator Yes Hydraulic JEIevator2J 3 1 thyssenkrupp Elevator Yes Scope of Work Service Visits TK Elevator will visit the Units described above to examine, maintain, adjust and lubricate the equipment covered by this Agreement as necessary to promote the proper operation of those Units and will repair or replace any covered components if the repair or replacement is, in TK Elevator's sole opinion, necessitated by normal wear and tear or is not otherwise excluded by this Agreement ("Service Visits"). These Service Visits will be performed Monday to Friday, 8:00 AM to 4:30 PM except during scheduled holidays ("Regular Time"). All work performed before or after Regular Time shall be considered overtime ("Overtime"). TK Elevator will examine covered parts and components of the Unit(s) including: • Control and landing positioning systems • Signal fixtures • 'Machines, Drives, Power units, pumps, valves, and above -ground jacks • Car and hoistway door operating devices and door protection equipment • Loadweighers • Safety mechanisms In order to ensure optimum operation, TK Elevator will also: • Lubricate covered parts and components for smooth and efficient performance • Adjust covered parts and components to promote safe operation Service Visits Include TK Elevator's Maintenance Control Program TK Elevator performs all work covered by this Agreement in accordance with the version of ASME A17.1 that is, according to the relevant authority having jurisdiction, applicable to the Unit(s) at the time the Agreement is first fully executed by both Parties. Section 8.6 of that code currently requires Unit owners to have a Maintenance Control Program ("MCP"). TK Elevator's MCP meets or exceeds section 8.6 of that code. Our MCP incorporates TK Elevator's Basic Elevator and Escalator Procedures Manual listing the processes we follow when performing those maintenance, 2022-2-1290389 1 ACIA-lT48BOS I SCV22112271 May 09, 2022 Gold Service Agreement' I M repair, replacement and testing services that are specifically described as included in this Agreement. Our MCP also includes TK Elevator's Maintenance Tasks Ft Records documentation to record the performance of those tasks. This Agreement does not include any work mandated as a consequence of changes to that code after this Agreement is executed. Service Requests This Agreement also includes the dispatch of our technician to address minor adjustments to, and the release of any entrapped passengers from, a Unit during Regular Time ("Service Requests"). Service Requests may be made from one or more of the following: you or your representative, the building or building's representative, emergency personnel, and/or passengers through the Unit's communication device and/or from any applicable remote monitoring device attached to the Unit if monitored by TK Elevator. We will respond to Service Requests during Regular Time, as defined above, at no additional charge. Overtime Service Requests are those Service Requests performed in whole or in part before or after Regular Time ("Overtime Service Requests"). On all Overtime Service Requests, you Will be responsible for all labor costs indluding travel time, travel expenses, and time spent on the job. Such costs will be invoiced at our standa4 Overtime billing rates. Testing Equlpment Testin Should your Unit require any type of equipment testing as required by any applicable law and/or code, such testing is expressly excluded from this Agreement and we will provide yo,u with a separate Written esti i ate that includes the cost of any associated labor and/or materlal(s). Should your Unit(s) require any safety tests as mandated by any applicable law and/or code on the commencement date of this Agreement, TK Elevator assumes no responsibility for the day-to-day operation of the governor or safeties on applicable traction elevators, or the hydraulic system on applicable hydraulic elevators under the terms of this Agreement until the test has been completed and the Unit has passed. Should the respective Unit fail any of those tests, it shall be solely your responsibility to make necessary repairs and place the Units in a condition that we deem acceptable for further coverage under the terms of this Agreement. Because the performance of any safety test places the Unit under extreme conditions that are outside of the Unit's normal operating parameters, you agree that TK Elevator shall not be liable for any damage to the building structure or the Unit(s) resulting from the performance of any safety tests we, perform at any time under this Agreement. Should your jurisdiction require the presence of either the applicable authority having jurisdiction or a third party witness at the time of testing, you agree to pay for any costs of that individual along with any inspection/coordination fees. Firefighters' Service Testing Should your Unit(s) be.equipped with a phase I and phase II firefighters' service feature, all testing, record -keeping and record storage obligations associated with that feature that are required by any applicable law or code are expressly excluded from this Agreement and shall remain solely your responsibility to satisfy. The first time that your testing of that feature following the full execution of this Agreement reveals that it is not operating properly, you shall immediately remove the Unit from operation, immediately notify TK Elevator of the condition, and agree to remain responsible for all costs associated with any repairs necessary to return that feature to full and proper operation in accordance with any applicable law or code. Exclusions Service Visits, Service Requests, and Overtime Service Requests do not include: the removal or retrieval of items unrelated to the operation of the Unit(s) from the pit, machine room, or hoistway; the dispatching of any technician that results in the discovery by that technician that the Unit is either functioning on independent service or firefighters' service or that the Unit is operating properly but the stop button or stop function has been engaged by others; any request or obligation to address any condition associated with a part or component specifically excluded 2022-2-1290389 1 ACIA-1T4880S I SCV22112271 May 09, 2022 2 Gold Service Agreement or not covered elsewhere in this Agreement; and/or any request or obligation to service, repair, replace any components or address any condition caused in whole or in part by any one or more of the following: anyone's abuse, misuse and/or vandalism of the equipment; anyone's negligence in connection with the use or operation of the equipment; dust or debris; any loss of power, power fluctuations, power failure, or power surges that in any way affect the operation of the equipment, oxidization, rust, or other conditions caused in whole or in part by the environment in which the affected component is located, fire, smoke, explosions, water, storms, wind, and/or lightning, any acts of God; acts of civil or military authorities, strikes, lockouts, other labor disputes, riot, civil commotion, war, malicious mischief, or theft; or any other reason or cause beyond our control that affects the use or operation of the Unit ("Billable Work"). On all Billable Work you will be solely responsible for the cost of all parts or materials along with all labor invoiced at TK Elevator's standard billing rates (whether Regular Time or Overtime depending on when the Billable Work is performed) including travel time (calculated roundtrip from the dispatching location to the Unit location and return), travel expenses, and time spent on the job. In addition to the Billable Work described above, we also do not cover (A) the examination, maintenance, adjustment, refinishing, repair or replacement of the following components and/or systems: any cosmetic, construction, or ancillary components of the elevator or escalator system, including the cab enclosure, ceiling frames, panels, and/or fixtures, hoistway door panels, door frames, swing door hinges and closing devices, sills, car flooring, floor covering, lighting fixtures, ceiling light bulbs and tubes, balustrades, and wellway enclosures; any electrical components including main line power switches, breaker(s) or feeders to controller; sealed machine bearings; any below -ground or partially unexposed components of any hydraulic elevator system including, but not limited to, jack/cylinder, piston, PVC and/or other protective material of any type or kind; any below -ground or partially unexposed piping of any type or kind; any signage of any type or kind including but not limited to, signs, placards, and/or braille; any fire - suppression or fire -detection equipment of any type or kind including, but not limited to, smoke detectors, fire sensors, and/or sprinklers and associated piping; any communication, security, entertainment, and/or advertising devices including, but not limited to, kiosks or touchscreen displays and/or card readers; any batteries for emergency lighting and emergency lowering; or any environmental control devices including, but not limited to, air conditioners, heaters, ventilation fans, humidifiers, de -humidifiers, and/or pit or sump pumps; or (B) the repair, refurbishing, rebuilding, and/or replacement of any`motor generators; or (C) the replacement or alignment of elevator guide rails; or (D) any other items or tasks speclVcally excluded elsewhere in this Agreement. Packings. With the passage of time, equipment technology and designs will change. If (1) any part or component of your equipment covered under this Agreement cannot, in TK Elevator's sole opinion, be safely repaired and (2) a brand new direct replacement is no longer in stock and readily available from the Original Equipment Manufacturer ("OEM"), that part or component shall be considered obsolete, regardless of whether it can be custom-made, fabricated or acquired at any, price or whether or not a refurbished or reconditioned version is available from anyone. You will be responsible for all charges associated with replacing that obsolete part or component as well as all charges required to ensure that the remainder of the equipment associated with that Unit is functionally compatible with that replacement part or component In addition, we will not be required to make any changes or recommendations in the existing design or function of the Unit(s) nor will we be obligated to install new attachments or parts upon the equipment as recommended or directed by insurance companies, governmental agencies or authorities, or any other third party. Digital Customer Experience MAX - Digital Maintenance MAX is a cloud -based Internet of Things ("IOT") platform that we, at our election, may connect to your Unit(s) by installing a remote -monitoring device (a "Device"). Purchaser consents and authorizes TK Elevator to (1) access Purchaser's premises to install a Device to the Unit(s) and thereafter maintain and/or repair the Device(s) and (2) to collect, store, maintain, own, use, delete, and/or destroy any or all of the data generated by the Device(s). Any Device, once installed, is not intended, nor should it be considered, as a fixture. Instead, TK Elevator shall retain the right to remove the Device from any Unit(s) and/or cease any data collection and/or analysis at any time at its sole discretion. Moreover, TK Elevator shall retain the exclusive right and ability to, at its sole discretion, remove, delete and/or destroy all associated data generated from the Device(s). Because the Device contains trade secrets belonging to TK Elevator 2022-2-12903891 ACIA-1T48130S I SCV22112271 May 09, 2022 3 Gold Service Agreement j and is being installed for the sole use and benefit of our personnel, Purchaser agrees not to permit Purchaser's own personnel or any third parties to use, access, tamper with, relocate, copy, alter, destroy, disassemble or reverse engineer the Device or its data. The installation of any Device on -a Unit shall not confer any rights or operate as an assignment or license to you of any patents, copyrights or trade secrets with respect to the Device and/or any software contained or embedded therein or that it utilizes/utilized in connection with the collection, monitoring and/or analysis of data. With a MAX device connected to your equipment, at no additional charge, information obtained via machine learning may be sent to our technicians to promote early diagnosis, faster fixes and reduced downtime. TK Elevator offers an additional menu of services available as outlined in the attached MAX Exhibit for your consideration and acceptance at an additional fee. The services you select will be governed by the terms and conditions of this Agreement to the extent that they do not conflict with the terms and conditions of the MAX Exhibit. In the event of a conflict, the terms and conditions of the MAX Exhibit will exclusively govern the subject matter of: those terms and conditions. Customer Web Portal and Mobile Aog TK Elevator provides a web -based customer portal (the "CP") and mobile application (the "App") which, following the effective date of this Agreement, may contain certain maintenance and service call data associated with the Unit(s). To the extent applicable, TK Elevator will provide Purchaser with a user name and password to access the CP and App platforms. Purchaser shall, at its sole cost, provide and ensure the functioning integrity of its own hardware, software and internet connection necessary to access the CP and App. To the extent applicable, TK Elevator reserves the right to restrict Purchaser's access to the CP and App if any of Purchaser's accounts with TK Elevator has an outstanding unpaid balance greater than 30 days or in the event of anticipated or pending litigation of any kind. TK Elevator reserves the right to discontinue the CP and App altogether at its sole discretion and without notice to Purchaser and Purchaser expressly agrees to release TK Elevator from any and all claims of any type or kind arising out of or related to that discontinuation. TK Elevator Communications You may supplement this Agreement with an additional suite of services through our TK Elevator Communications call center at an additional fee contingent upon your agreement to all of the terms and conditions as set forth in the attached exhibit entitled "TK Elevator Communications Services." These additional available services involve the provision of 24/7/365 monitoring of your Units' code -compliant and compatible emergency telephone and in -cab video and text communication equipment (the "Communication Equipment"), the dispatch of a TK Elevator technician or emergency personnel under certain circumstances, the provision of a cellular connection for that Communication Equipment, and limited repair/replacement coverage for that Communication Equipment which is otherwise excluded from this Agreement. Contract Term, Price, Available Discounts & Payment Term This Agreement is effective for 60 months starting 12 months after the signed date of the Final Acceptance Form for the Unit and is non -cancellable. To ensure continuous service, this Agreement will be automatically renewed for successive'60-month periods unless either Party timely serves written notice on the other Party of its intention to cancel at least 90-Days but not more than 120 days before the end of the initial 60-month period or at least 90- Days before the end of any subsequent 60-month renewal period. Notice shall be sent by certified mail, return receipt requested to the TK Elevator office address found in this Agreement. Time is of the essence. Price The price for the services as stated in this Agreement shall be $398.00 per month, inclusive of all applicable sales and use taxes, payable quarterly in advance. The billed amount may vary based on discounts as accepted by Purchaser's initials below and adjustments referenced in this Agreement that are applied throughout the life of the Agreement. 2022-2-1290389 1 ACIA-1T48BOS I SCV22112271 May 09, 2022 Gold Service Agreement Available Discounts Pavment Plan PlIonthly 11nitial to Select Frequency % Discount $ Annual 4% $15.92 Semi Annual 2% $7.96 Quarterly No Change $0 Current Selection Contract Term Extended lerm ! Uiscount % Monthly Initial to Select (Years) Discount $ Ten • 1=1=101 8% ------ M We reserve the right to increase all charges under this Agreement not to exceed a total of 5.00% annually. Payment Payments are due upon receipt of each of your TK Elevator invoices. If you do not timely pay any sum due to TK Elevator related to your Units described in this Agreement, regardless of whether it is billed pursuant to this Agreement or any other agreement with us, within the stipulated payment term calculated from the billing date, we may also choose to do one or more of the following: • deem that you have permanently forfeited any discounts you may be entitled to associated with your payment plan/billing frequency for this Agreement, and/or • suspend all services until all amounts due have been paid in full, and/or • declare all sums for the unexpired term of this Agreement due immediately as liquidated damages and terminate our obligations under this Agreement A service charge of the highest rate allowed by law shall apply to all overdue accounts you have with TK Elevator that are in any way related to any of the Unit(s) described in this Agreement. If TK Elevator elects to suspend service, we shall not be responsible for personal injury, death, damage to property (including damage to the Units) or losses of any other type or kind that is in any way related to TK Elevator's suspension of service. Upon resumption of service, you will be responsible for payment to TK Elevator for all costs we incur that result from our suspension of service and to remedy any damage caused to your equipment during that time. Time is of the essence. TK Elevator reserves the right to assign payments owed to TK Elevator under this Agreement. If for any reason this Agreement is terminated prior to the end of the current term, a condition of such termination shall be that you agree to pay us the full amount of the any discount you received during the initial and any subsequent term. This is in addition to and not in lieu of any other rights or remedies we may have under this Agreement and the law. Purchaser's Responsibilities You agree to instruct or warn passengers in the proper use of the Unit(s) and to keep them under continued surveillance by competent personnel to detect irregularities between our examinations. You agree to immediately report any condition that may indicate the need for correction before the next regular examination. You agree to immediately shut down the Unit(s) upon manifestation of any irregularities in either the operation or the appearance of the Unit(s), to immediately notify us, and to keep the Unit(s) shut down until the completion of any repairs. Under those circumstances you agree not to re -set the mainline disconnect. In the event of a Service Request where our technician finds that the mainline disconnect has been reset, you agree that you will be responsible for all labor costs associated with that Service Request invoiced at TK Elevator's standard billing rates (whether Regular Time or Overtime depending on when we respond to that Service Request) including travel time (calculated roundtrip from the dispatching location to the Unit location and return), travel expenses, and time spent on the job. You agree to give us immediate verbal notice and written notice within ten (10) days after any occurrence or accident in or about the Unit(s). You agree to provide our personnel with a safe place to work. You agree to provide a suitable machine room, including secured doors, waterproofing, lighting, ventilation, and appropriate air temperature control to maintain that room at a temperature between 50°F and 90°F. You agree to provide properly maintained and functioning mainline disconnect(s). You agree to maintain the elevator pit in a dry condition at all times. Should water or other liquids become present, you are responsible for the cost associated with the removal and the proper handling of such liquids. You agree that if TK Elevator's inspection of a Unit serviced under this Agreement reveals an operational problem which, in TK Elevator's sole judgment, jeopardizes the safety of the riding public, TK Elevator may shut down the Unit until such time as the operational problem is resolved. In that event, TK Elevator will immediately advise you in writing 2022-2-1290389 1 ACIA-1T49BOS I SCV22112271 May 09, 2022 Gold Service Agreement of such action, the reason for such action, and whether any proposed solution is covered by the terms of this Agreement. TK Elevator assumes no responsibility for any part of the Unit(s) except that upon which work has been performed under this Agreement. No work, service, examination or liability on the part of TK Elevator other than that specifically mentioned herein is included or intended. It is agreed that TK Elevator does not assume possession or control of any part of the Unit(s) and that such remains Purchaser's exclusively as owner, lessor, lessee, possessor, or manager thereof. We reserve the right to discontinue work in the building whenever, in our sole opinion, our personnel do not have a safe place to work. For safety reasons, you agree not to permit others to make alterations, additions, adjustments, or repairs or replace any component or part of the Unit(s) during the term of this Agreement. You agree to accept our judgment as to the means and methods employed by us for any corrective work under this Agreement. Upon the commencement of this Agreement and as a condition of TK Elevator's performance of its obligations, Purchaser shall provide any wiring diagrams, manuals, special tools, monitoring devices, software, hardware or any other items designed to work with, diagnose, service, or repair the Unit(s) (1) as originally supplied by the OEM with the installation or (2) solely available to Purchaser from the OEM. Some equipment covered by this Agreement may be encoded with serialized onboard diagnostics or other closely held diagnostic intelligence. In the event that the cause of a shutdown or other equipment issue cannot be diagnosed and/or resolved without enlisting the OEM's assistance, Purchaser agrees to obtain the assistance of the OEM and TK Elevator agrees to reimburse you for that expense, provided that it does not exceed the total monthly service fee divided by the number of Units covered under this Agreement. Any fees in excess of that figure shall be exclusively the Purchaser's responsibility. Since TK Elevator's top priority is the satisfaction of its customers, if you should have any concern(s) with our performance or the means and methods used to meet our obligations under this Agreement, you agree to provide us with written notice of that concern and give us thirty (30) days to respond either in writing or commence action to appropriately resolve it. In the event of the sale, lease or other transfer of the ownership of the premises in which the Unit(s) described herein are located, you agree to see that such transferee is made aware of this Agreement and agrees to assume and/or be bound by the conditions hereof for the balance of the unexpired term of this Agreement. Should the transferee fail to assume this Agreement, you shall remain liable for all unpaid amounts, including those owed for the balance of the current unexpired term of this Agreement. Unless this Agreement expressly includes, or is later amended to include, TK Elevator Communications Phone Monitoring Service or Multimedia Monitoring Service as described in the exhibit hereto, this Agreement expressly excludes any materials, labor and/or services involving or related to either the monitoring of or provision of a response to any communications initiated from any Communication Equipment installed within the Unit(s) and Purchaser remains solely responsible for contracting with a separate vendor to monitor and respond to such communications in accordance with all applicable codes, statutes and/or laws. You expressly agree to release and discharge Us and .our employees for any and all claims and/or losses of any type or kind (including but not limited to personal injury, death and property damage, specifically including damage to the property which is the subject matter of this Agreement) (1) associated with any components excluded in this Agreement or (2) associated with any Billable Workor (3) caused in whole or in part by reason(s) outside of our control. TK Elevator shall also automatically receive an extension of time commensurate with any delay in performance caused by or related to the aforementioned. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TK ELEVATOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY OR ALL OF THE PARTS, PLATFORMS (INCLUDING BUT NOT LIMITED TO CP, APP AND MAX) AND/OR SERVICES 2022-2-1290389 1 ACIA-1T4860S I SCV22112271 May 09, 2022 6 Gold Service Agreement I(� CONTEMPLATED BY THIS AGREEMENT INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE: WITHOUT LIMITATION TO THE FOREGOING, TK ELEVATOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PARTS, PLATFORMS AND/OR SERVICES CONTEMPLATED BY THIS AGREEMENT WILL BE ACCESSIBLE TO CUSTOMER, ACHIEVES ANY INTENDED RESULTS, MEETS CUSTOMER'S REQUIREMENTS, OPERATES WITHOUT INTERRUPTION, MEETS ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TK ELEVATOR OR ITS AFFILIATES, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE UNIT(S), PARTS, PLATFORMS AND/OR SERVICES OR FOR THE ACT OF ANY THIRD PARTY RELATED THERETO, INCLUDING BUT NOT LIMITED TO THE INCORPORTATION OF A VIRUS, SPYWARE OR ANY OTHER MALICIOUS PROGRAM INTO THE PURCHASER'S SOFTWARE OR HARDWARE OR PLATFORM. In consideration of TK Elevator performing the services herein specified, you expressly agree, to the fullest extent permitted by law, to indemnify, defend, save harmless, discharge, release and forever acquit TK Elevator Corporation, our employees, officers, agents, affiliates, and subsidiaries from and against any and all claims, demands, suits, and proceedings brought against TK Elevator, our employees, officers, agents, affiliates and subsidiaries for loss, property damage (including damage to the Unit(s) which are the subject matter of this Agreement), personal injury or death that are alleged to have been caused by the Purchaser or any others in connection with the presence, use, misuse, maintenance, installation, removal, manufacture, design, operation or condition of the Unit(s) covered by this Agreement, or the associated areas surrounding such equipment. Your duty to indemnify does not apply to the extent that the loss, property damage (including damage to the equipment which is the subject matter of this Agreement), personal injury or death is determined to be caused by or resulting from the negligence of TK Elevator and/or our employees. You recognize that your duty to defend TK Elevator under this clause is broader than your duty to indemnify and includes payment of all attorney's fees, court costs, judgments, settlements, interest and any other expenses of litigation arising out of such claims or lawsuits. You expressly agree to name TK Elevator Corporation along with its officers, agents, affiliates and subsidiaries as additional insureds in your liability and any excess (umbrella) liability insurance policy(ies). Such insurance must insure TK Elevator Corporation, along with its officers, agents, affiliates and subsidiaries for those claims and/or losses referenced in the above paragraph, and for claims and/or or losses arising from the sole negligence or responsibility of TK Elevator Corporation and/or its officers, agents, affiliates and subsidiaries. Such insurance must specify that its coverage is primary and non-contributory. You hereby waive the right of subrogation. In no event shall TK Elevator's liability for damages arising out of this Agreement exceed the remaining unpaid installments of the current, unexpired term of this Agreement. You expressly agree to release and discharge TK Elevator from any and all claims for consequential, special or indirect damages arising out of the performance of this Agreement. In the event an attorney is retained to enforce, construe or defend any of the terms and conditions of this Agreement or to collect any monies due hereunder the prevailing Party shall be entitled to recover all costs and reasonable attorney's fees. You hereby waive trial by jury. You agree that this Agreement and the rights and duties of the Parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida. You further agree that venue for any action, whether at law or equity, arising out of this Agreement shall exclusively be Miami -Dade County, Florida. You consent to the jurisdiction of the courts, both state and federal, of Miami -Dade County, Florida for any action arising out of this Agreement. In the event any portion of this Agreement is deemed invalid or unenforceable by a court of law, public policy or statute, such finding shall not affect the validity or enforceability of any other portion of this Agreement. 2022-2-1290389 1 ACIA-1T48BOS I SCV22112271 May 09, 2022 7 Gold Service Agreement Our rights under this Agreement shall be cumulative and our failure to exercise any rights given hereunder shall not operate to forfeit or waive any of said rights and any extension, indulgence or change by us in the method, mode or manner of payment or any of its other rights shall not be construed as a waiver of any of its rights under this Agreement. Special Considerations Tk Elevator will cover the cost of the third -party inspection and testings. 2022-2-1290389 1 ACIA-1T48BOS I SCV22112271 May 09, 2022 8 Gold Service Agreement I M Acceptance Until executed by both Parties this Agreement is a proposal that shall only remain available for acceptance for a period of sixty (60) calendar days from the date appearing on the first page of this document unless revoked by TK Elevator earlier in writing to Purchaser. Your acceptance of this Agreement and its approval by an authorized manager of TK Elevator will constitute exclusively and entirely the agreement for the services herein described. All other prior representations or agreements, whether written or verbal, will be deemed to be merged herein and no other changes in or additions to this Agreement will be recognized unless made in writing and properly executed by both Parties. Should your acceptance be in the form of a purchase order or other similar document, the provisions of this Agreement will exclusively govern the Parties' responsibilities. No agent or employee of TK Elevator shall have the authority to waive or modify any of the terms of this Agreement without the express prior written approval of an authorized TK Elevator manager. By: (Signature of Authorized Individual) (Print or Type Name) (Print or Type Title) (Date of Acceptance) By: (Signature of Branch Representative) Daniel Benolt Branch Manager (Date of Execution) For inquiries regarding your contractor services provided by TK Elevator, please contact your local branch office: 4317 35th St Orlando, FL 32811' 407-425-3496 Thank you for choosing TK Elevator. We appreciate your business, Colin Hines 2022-2-1290389 1 ACIA-1T4880S I SCV22112271 May 09, 2022 9 Gold Service Agreement ,m Exhibit A TK Elevator Communications TK Elevator offers an additional suite of services through our TK Elevator Communications call center separate and apart from those services included with your Agreement. We have notated below each additional TK Elevator Communications Service that you have selected for each of the Units covered under your Agreement and the corresponding total price of those services per Unit. EquipmentBuilding Name Elevator City of Ocoee City Hall Hydraulic Elevator 1 Current Selection City of Ocoee City Hall Hydraulic Elevator 2 Current Selection A description of each available TK Elevator Communications service and the additional applicable terms and conditions follow. Phone Monitoring Service If "Phone Monitoring" is selected for specific Units in the chart above then we will provide 7 days per week, 24 hours per day, 365 days per year dispatching service, through its centralized TK Elevator Communications call center, for those specified units. The dispatching service will be provided for calls placed by Purchaser outside of Regular Time to the local TK Elevator branch office. We will also include telephone monitoring on all Units maintained under this Agreement that have operational telephone equipment capable of placing a call to that call center. Depending on the nature of the call and circumstances, TK Elevator's operators can call one or more of the following: Purchaser's Designated Contacts set forth below; Local Emergency Services at phone numbers provided by Purchaser below; and/or a local TK Elevator service technician to be dispatched to the location of the equipment. Calls cannot be placed to "9-1-1" as the centralized TK Elevator Communications call center does not have dialing access to local 9f9-1-1" numbers. This Phone Monitoring Service specifically excludes any maintenance, repair or replacement of any type or kind of the Purchaser's telephone or other communication equipment. The Purchaser retains exclusive possession and control of its telephone and other communication equipment and is solely responsible for ensuring uninterrupted operation of that equipment so that it is continuously capable of placing a call to TK Elevator Communication's call center. Terms and Conditions Any of the services mentioned in this Exhibit shall be governed by both the terms and conditions of the Agreement covering the Unit(s) described in that Agreement and the terms and conditions of this Exhibit and in the event that those terms conflict, the terms and conditions of this Exhibit will exclusively govern the subject matter of those terms and conditions. Should the Agreement covering the Unit(s) be terminated for any reason by either Party then this Exhibit shall also be automatically terminated. In the event that this Exhibit is terminated for whatever reason, Purchaser agrees to immediately both transfer the connection of the communication equipment to an appropriate telephone service provider and also make arrangements with its replacement elevator service vendor to reprogram the communication equipment to initiate contact with a replacement call center. Price and Term In light of the modifications to Agreement set forth above, you agree to an additional price of $0 per month which will be billed to you separately from the price of the Agreement (the "TK Elevator Communications Services Charge"). The cost of your selected TK Elevator Communications Services is not subject to any discounts. Due to the changing nature of technology, TK Elevator reserves the right to annually increase the TK Elevator Communications Services Charge with such an annual increase not to exceed a total of five percent (5%) of the prior year's TK Elevator Communications Services Charge. 2022-2-1290389 1 ACIA-1T48BOS I SCV22112271 May 09, 2022 10 Gold Service Agreement ,a TK Elevator Communications Contact Information - To Be Completed by Purchaser Purchaser hereby acknowledges that as a condition precedent to TK Elevator's placement of calls to Purchaser's Designated Contacts and any Local Emergency Services under this Agreement, Purchaser must first complete all sections of the TK Elevator communications Contact Information section below. Purchaser further acknowledges that it is Purchaser's sole responsibility to advise TK Elevator immediately in writing of any changes to the information contained in this exhibit during the term of this Agreement. Purchaser acknowledges that no revision to that Information will be made without TK Elevator first receiving such request in writing from Purchaser's authorized representative. Under those circumstances where TK Elevator is unable to reach Purchaser's Designated Contacts, Purchaser hereby gives TK Elevator express permission to dispatch a TK Elevator service technician to the location of the equipment at Purchaser's expense in accordance with TK Elevator's applicable billing rates. Purchaser further agrees that TK Elevator does not assume any duty or responsibility to advise any caller, regardless of his or her location within or outside the elevator, to take or not take any specific action resulting from a medical or other emergency or any other, situation including, but not limited to, entrapment of persons, evacuation, repair or return to service of any equipment. In the event of an emergency, or perceived emergency, one or more of the following are to be Purchaser's Designated Contacts: Contact Name Title Primary Telephone # Secondary Telephone # In the event of an Emergency or pperceived emergency, TK Elevator has the express permission to contact one or more of the following (911 is not sufficient, local phone numbers are required), Police Department: Fire Department: Special instructions/remarks: In the event that a TK Elevator call center operator perceives that a call from within the elevator constitutes a medical or other emergency, Purchaser hereby gives TK Elevator the express permission to call Local Emergency Services at the telephone numbers provided above at TK Elevator's sole discretion. Under those, circumstances, Purchaser agrees to pay all ,related charges for services provided by any Local Emergency Services in response to that call. Purchaser agrees that TK Elevator shall not be responsible for ensuring an appropriate (or any) response by Local Emergency Services to that call. 2022-2-1290389 1 ACIA-1T48BOS I SCV22112271 May 09, 2022 11 Customer Portal & Mobile App setup, form Name: Address: (if different from contract) City: State: Zip Code: Phone: Email Subscribe to email notifications: ❑ ❑ ❑ 2022-2-1290389 1 ACIA-1T48BOS I May 09, 2022 ENERGY AIR, INC. Nobody Works Harder May 5th, 2022 Ocoee City Hall 2 East Mckey Street Ocoee, FL 32761 407-905-3159 Dear Jamie, Enclosed is the service agreement for the HVAC systems serving the above location. As a service agreement customer, you are entitled to a 15% labor discount and a 15% parts discount on all service calls including time and material repairs. Additionally, our service agreement customers receive priority scheduling for emergency service calls 24/7/365 with no overtime rate billing or weekend/ holiday premium charges. To execute this agreement, please initial and sign where indicated. Once completed, please email to rridenbaugh@energyair.com or fax to my attention at 407-781-1715. Please contact me at any time should you have any questions or concerns. Thank you and best regards, Ryan Bridenbaugh Planned Maintenance Manager Energy Air, Inc. 407-886-3729 Office 407-592-0860 Cell rridenbaugh@energyair.com 5401 Energy Air Court, Orlando Florida 32810 P: 407-886-3729 F: 407-884-0155 www.energyair.com CAC018270 ENERGY AIR, INC. J— Nobody llWks Hnnk, Eauinment Location: Name: Ocoee City Hall Address: 2 East Mckey Street City / State / Zip: Ocoee, FL 32761 Contact: Phone: 407-905-3159 Fax: Email: lcroteau@ocoee.org Maintenance Plan Objectives: Planned Maintenance Agreement Explanation of Services Billinla Location (if different) Name: Address: City / State / Zip: Contact: Phone: Fax: Email: Maintain equipment as near as possible to its optimal operating efficiency. Reduce operating costs by maintaining equipment energy efficiency. v/ Help reduce major repair expenses. v/ Protect equipment warranties. Save customer money on any necessary repairs, through customer discounts on parts and labor. Increase management's ability to budget expenditures for HVAC operation and maintenance costs. Reduce downtime and ensure a comfortable environment to maintain personnel productivity. ✓ Provide priority scheduling 24 hours a day, 7 days a week for emergency service with no overtime or premium charges. Energy Air, Inc. Agrees To: 1. Provide emergency service whenever necessary with no overtime charges. 2. Give purchaser preferential scheduling over non -agreement customers. 3. Use only qualified personnel employed or supervised by Energy Air, Inc. 4. Furnish purchaser with a detailed report of service performed. 5. Take all reasonable precautions to avoid damage to property or injury to personnel. 6. Provide customer with a dedicated account representative and support staff. 7. Educate customer on the basic operation of the system to provide optimal efficiency/conditions. Page 1 of 6 EAI: Customer: Customer: Location: ENERGY AIR, INC, City, State, Zip: Nebw�y woks t�4.e.. Phone: Fax: Email: Quarterly & Annual Maintenance Checklists Energy Air, Inc. will perform the following, if applicable at scheduled visits. Quarterly Annually C Clean condensate pan, trap and drain line. 0 Add condensate pan treatment. F l Inspect condenser and evaporator coils. Rl Visually inspect all electrical components. ID Review menu on chillers for operations/ alarms 0 Visually inspect normal operations of equipment. 0 Check and tighten belts, if applicable. 121 Inspect/replace/clean filters, per agreement. 0 Check fan motors for proper operation. D Inspect drain safety switch. 0 Check leaving and return air temperatures. 121 Replace/Wash Filters Ocoee City Hall 2 East Mckey Street Ocoee, FL32761 407-905-3159 Jcroteau@ocoee.org R1 Perform all quarterly duties. PI Clean condenser coil. F) Clean evaporator coil F2�1 Check superheat and subcooling. Rl Check fan/blower motor amperage. 0 Check compressor amperage. 0 Check/test capacitors. 171 Inspect compressor/motor contactors. R1 Inspect all safety controls. M Inspect all electrical controls. El Replace drive belts, per agreement. [21 Check heat operations. [21 Check refrigerant pressures. 0 Check and tighten all electrical connections. 0 Lubricate bearings, if applicable. 121 Check TXV bulb tightness and location. Page 2 of 6 EAI: Customer: Customer: Location: ENERGYAIR, INC, city, State, Zip: Phone: Fax: Email: Terms and Conditions 1. Inspections will be done by appointment and a report will be furnished to the owner. Ocoee City Hall 2 East Mckey Street Ocoee, FL 32761 407-905-3159 407-905-3159 Jcroteau@ocoee.org 2. Repairs necessitated by fire, floods, acts of God, abuse, or the improper use of the equipment on the attached list will not be covered under this agreement. 3. Changes that may be required by future government regulations, future codes and/or insurance company requirements are not covered under this agreement. 4. Power wiring, circuit breakers and disconnects supplying electrical service to the units are not covered by this agreement. 5. This agreement does not cover components external to the air conditioning equipment. 6. Energy Air, Inc.'s maximum liability will not exceed the yearly agreement price. 7. Energy Air, Inc. reserves the right to discontinue service if payments have not been made as agreed upon. Payment shall be made upon receipt of invoice. 8. Energy Air, Inc. will not assume liability for damages due to failure of the air conditioning system or system design. 9. Any alterations, additions, adjustments or repairs made by others, unless authorized or agreed upon by Energy Air, Inc., may be cause for termination of our obligation under this agreement. 10. Agreement price subject to annual adjustment at agreement anniversary date based on labor and material cost increases. 11. UV Lights are not included with maintenance and are done as needed on a separate PO. Page 3 of 6 EAI: Customer: Schedule "All Equipment location: Repairs authorized by: Jobsite contact: Contact phone: Jamie Croteau Equipment Covered Under Agreement Item# Model Number Serial Number Manufacturer tag # Location 1 CGAM080F22AXB21B1A1AXXA TBD TRANE CH-1 ROOF 2 CGAM080F22AXB21B1A1AXXA TBD TRANE CH-2 ROOF 3 CSAA030UA TBD TRANE AHU1-1 MECH ROOM 4 CSAA021UA TBD TRANE AHU2-1 MECH ROOM 5 CSAA017UA TBD TRANE AHU3-1 MECH ROOM 6 FCCB0803CAWEOAOOB TBD TRANE FCU-1 7 FCCB0803CAWEOAOO5 TBD TRANE FCU-2 8 TPKAOA0121HA70A TRANE AHU 9 TPKAOA0121HA70A TRANE AHU 10 TPKAOA0121HA70A TRANE AHU 11 TRUYA0121KA70NA TRANE Cu ROOF 12 TRUYA0121KA70NA TRANE Cu ROOF 13 TRUYA0121KA70NA TRANE Cu ROOF 14 TPKAOA0181HA70A TRANE AHU 15 TPKAOA0181HA70A TRANE AHU 16 TRUYA0181KA7NA TRANE Cu ROOF 17 TRUYA0181KA7NA TRANE CU ROOF 18 10HP PUMP 3 BALDOR PMP1-3 19 G-097-VG (6) EXHAUST FANS GREENHECK EF1-6 ROOF 20 VFD (5) FiltPre PravirlPrl UnrlPr AarPPmPnt Item'# Filter / Size Filter / Type (Pleated, Etc.)'; Qt 1 8-7/8X42-1/8X1 MERV 8 PLEATED 2 2 16X20X2 M ERV 8 PLEATED 26 3 16X25X2 M ERV 8 PLEATED 22 4 5 Pan Treatment 10 ton or above 3 6 Pan treatment Below 10 Ton 7 Coil Cleaner for Annual 17 8 9 10 11 12 13 14 15 16 17 18 19 20 Page 4 of 6 EAI: Customer: Customer: ENERGY AIR, INC. N.Wy I WnFs Harder Payment Terms Total Agreement Cost: $ 36,975.00 Location: City, State, Zip Phone: Fax: Email: Ocoee City Hall 2 East Mckey Street Ocoee, FL 32761 407-905-3159 Jcroteau@ocoee.org Payment Terms: All payments are due net 10 days after services are performed unless prior arrangements have been made. Planned maintenance (inspections and filter replacements) are automatically renewed annually unless either party gives a 30 day notice of termination. *Customers holding a current planned maintenance or filter agreement receive a 15% discount on all material and a 15% discount on labor, as well as priority scheduling. Planned Maintenance Agreement 4 regularly scheduled planned maintenance visit(s) shall be performed during the year on a Quarterly basis. Energy Air, Inc. shall provide scheduled maintenance on the equipment listed on Schedule "A" and provide the additional services and limitations as indicated in the Optional Services section. Energy Air, Inc. shall service, improve or repair the equipment, upon proper authorization from the customer, at a labor rate discounted by 15% from normal service rates, Monday through Friday 8:00 am to 5:00 pm. If emergency service necessary on weekends, after hours or holidays, the same labor rate will apply (no overtime fees). SERVICE WILL BE FURNISHED BY ENERGY AIR, INC. FROM: July 1st, 2022 TO June 30th, 2025 FOR THE SUM OF $12,325.00 ANNUALLY $6,162.50 SEMI-ANNUALLY $3,081.25 QUARTERLY $1,027.08 MONTHLY Proposal Acceptance: Proposal Presented By: Authorized Signature Print: Print: Ryan Bridenbaugh Title: Title: Planned Maintenance Manager Date: Date: May 9th, 2022 Page 5 of 6 Customer Location: ENERGY AIR, INC. City, State, Zip n,,NYwo„k.rm%. Phone: Fax: Email: Additional Services Authorization - NTE Program: Ocoee City Hall 2 East Mckey Street Ocoee, FL 32761 407-905-3159 As an added benefit to our Planned Maintenance customers, Energy Air offers the opportunity to opt in to a Not to Exceed, or NTE Program. By opting into a NTE amount, you are able to take advantage of time and potential cost savings by preauthorizing Energy Air to complete minor repairs that may be found during the quarterly inspections of the air conditioning system at your facility without the need for a formal quote and written acceptance of a work order submitted by Energy Air. Selecting a predetermined dollar amount you are comfortable with allows the technician to take care of small items such as weak capacitors, worn or burnt contactors or a condenser fan motor, if these components are found to be not working. As long as the cost does not exceed the amount pre -selected by you, a new work order will be written that will show the unit and items repaired or replaced, and this amount will be added to the invoice for your next billing. In a large facility with six or more systems, a NTE of $500 is not uncommon. It is typical for customers to choose a NTE amount of $250.00 to $300.00 per unit. Any repair estimated to exceed the NTE value will result in a written quotation requiring customer approval. I wish to participate in the NTE plan. Yes or No (circle one) If yes, dollar amount you do not want to exceed. $ This amount is per system or per facility (circle one). Page 6 of 6 BrightView Landscape Services LANDSCAPE SERVICES AGREEMENT Date: June 20, 2022 BrightView: BrightView Landscape Services, Inc. Client: City of Ocoee Contract Start Date: July 1, 2022 Contract End Date: May 31, 2025 Service Fee*: 84,162.00 *Plus sales tax where applicable THIS LANDSCAPE SERVICES AGREEMENT (this "Agreement") is entered into as of the Date above between BrightView and Client. If Client is not the record owner of each property where BrightView will deliver goods or perform services under this Agreement, then Client is executing this Agreement on its own behalf and as a duly authorized agent for the record owner(s) of each property. NOW, THEREFORE, Client and BrightView mutually agree to the following terms and conditions: 1. Services. (a) (b) (c) (d) 2. 3. For purposes of this Agreement: (i) the "Services" consist of the landscape maintenance, construction, irrigation, and/or other general landscape services described in the "Scope of Landscape Services" attached hereto, together with delivery or installation of any associated goods and materials, and (ii) the "Landscape Site(s)" consist of the exterior landscaped areas for each of the site(s) identified in the attached Scope of Landscape Services, where Services will be furnished by BrightView in accordance with the Scope of Landscape Services. More than one Scope of Landscape Services may be attached hereto, in the event of multiple Landscape Sites. During the Term (as defined in Section 2. Term), BrightView shall furnish the Services or arrange for the Services to be furnished in accordance with applicable professional horticulture standards and any local requirements or regulations in effect, using appropriately trained, uniformed, and supervised personnel, and properly maintained equipment. All tools, equipment, surplus materials, landscape waste materials and rubbish will be removed from each Landscape Site after Services are completed. Any regulated substances required to be applied as part of the Services shall be applied in accordance with applicable laws and regulations by properly licensed personnel and BrightView shall not be held liable for the use of such substances if properly applied in accordance with applicable laws and regulations. Other materials shall be applied in accordance with the manufacturer's directions. Term. The "Term" of this Agreement shall begin on the Contract Start Date and conclude on the Contract End Date. Work Orders. If Client requests services from BrightView that are not set forth on the Scope of Landscape Services or at a worksite for which there is no attached Scope of Landscape Services, then BrightView may elect in its sole discretion to furnish such additional services and any related goods and materials pursuant to a written work authorization signed by Client (each signed written work authorization, a "Work Order). For services, goods, or materials furnished pursuant to a Work Order, payment shall be due from Client to BrightView as specified by such Work Order or, if unspecified in such Work Order, then upon delivery of the services, goods, and materials identified in the Work Order (the "Work Order Charges'). 4. Insurance. During the Term, BrightView will maintain general liability insurance, automobile liability insurance, and workers' compensation insurance covering its activities in connection with the Services and any Work Order. Such insurance shall be in commercially reasonable amounts. Evidence of such insurance will be provided to Client upon request. 5. Cooperation. (a) Client will cooperate with BrightView to facilitate the Services, and will permit or schedule adequate access to the Landscape Site(s) as required to perform the Services safely, efficiently, and within any specified timeframes. Client will notify BrightView in writing of any limitation on access to Landscape Site(s) as soon as possible, and in any event at least 48 hours to any scheduled delivery of services, goods, or materials. (b) If required, Client will provide water with adequate spigots or hydrants or such other items as identified on the Scope of Landscape Services. (c) Client shall provide written notice to BrightView of any proposed change in the ownership or management of the Landscape Site(s) at least 30 days prior to the effective date of any such change. A change in the ownership or management of the Landscape Site(s) shall not relieve Client of its obligations hereunder, including but not limited to the payment of the Service BRIGHTVIEW Landscape Services Fixed Term > 12 months (10.01.2021) Page 1 6. (a) N, (c) (d) (e) Fee and any amounts due to BrightView with respect to any Work Order, unless Client shall have given proper notice of termination pursuant to this Agreement. Service Fee. For Services performed pursuant to this Agreement, Client shall pay BrightView the Recurring Service Fee set forth in the below Table A plus any Per Occurrence Service Fee set forth in the below Table B (the "Service Fee'), subject to adjustments as described below. Overdue Service Fees or Work Order Charges shall be subject to an administrative charge equal to the lower of: (1) 1.5% per month (18% per year) or (ii) the highest rate permitted by law, in either case multiplied by the unpaid balance. In addition to this administrative charge, Client shall reimburse BrightView for all costs and expenses (including but not limited to attorneys' fees and court costs) which are reasonably incurred by BrightView in collecting an overdue Service Fee, Work Order Charges, and administrative charges. If tax laws change increasing applicable sales taxes, BrightView may adjust the Service Fee to reflect such increase. The parties hereby acknowledge that, notwithstanding the Service Fee, the monthly installment plan, and the types and frequency of services, goods, and materials furnished each month throughout the year may vary according to seasonal requirements and best horticultural practices. The monthly installment plan is for Client's convenience of payment only and billings do not necessarily reflect the actual cost or value of Services performed during any particular month or other billing period. If this Agreement is terminated for any reason on a date other than an Anniversary Date, then all sums paid by Client to BrightView for Services performed since the most recent Anniversary Date shall be subtracted from the time -and -materials value (as determined in good faith by BrightView) of Services performed since that date and, if the result is a positive number (a "Shortfall"), the Shortfall shall become due and payable and Client shall promptly pay such Shortfall to BrightView. A Shortfall is not liquidated or other damages arising from a termination of the Agreement but represents the portion of the charges for Services performed prior to but unpaid by Client as of the Termination Date. For the avoidance of doubt, in no event will a Shortfall invoiced to the Client exceed the total amount that would have been received by the Service Provider had the terminated Agreement continued uninterrupted until the end of its then current term. Unless specified otherwise hereunder, every 12 months the Service Fee shall be increased by an amount calculated by multiplying the Service Fee for the immediately preceding 12 months by the greater of (i) 5% or (ii) the percentage increase in the Consumer Price Index between the most recently published CPI and the CPI published for the same month for the preceding calendar year. "Consumer Price Index" and "CPI" means the Consumer Price Index for Urban Wage Earners and Clerical Workers (1982-84 = 100) released by the United States Department of Labor, Bureau of Labor Statistics, relating to Consumer Prices for All Items for All Cities. (f) In the event that, during the performance of services, the cost of materials or fuel (collectively, "Variable Costs") required by BrightView to perform the services increases by more than twenty percent (20%) over the Variable Costs on the date of execution of this Agreement, The Service Fee shall be increased by an amount equal to the increase in the Variable Costs. All cost increases shall be documented by BrightView. (g) Client must provide at least 10 days' prior written notice to BrightView, Attn.: Legal Department/Contracts, 980 Jolly Road, Suite 300, Blue Bell, PA 19422 if: (i) Service Fee required to be paid pursuant to this Section 6 are subject to a bona fide dispute and (ii) Client intends to pay, in full satisfaction of such disputed Service Fee, less than the amount invoiced by BrightView. 7. Termination. (a) Either BrightView or Client may terminate this Agreement without cause upon 90 day's prior written notice to the other party. If Client terminates this Agreement without cause prior to end of the then current term, Client will, within fifteen (15) days of the Termination Date, pay BrightView (i) all amounts owed to date for Services performed; (ii) reimbursement of any partner incentives such as, but not limited to, Enhancement Credits; discounts, rebates, etc. and (iii) to compensate BrightView for having to allocate employees and resources to the Landscapes Sites, an amount equal to what BrightView would have earned if the Agreement remained in effect through the end of the then current term (as calculated in accordance with Section 6(a)). (b) If either party materially breaches the terms of this Agreement and fails to cure such breach within 30 days after written notice from the non -breaching party specifying such breach, then the non -breaching party may elect to immediately terminate this Agreement by written notice to the breaching party. In addition to and without limiting the foregoing, if Client fails to timely pay any Service Fee, Work Order Charges, or administrative fees due under this Agreement, then BrightView may elect, in its sole discretion, to (i) delay, withhold, suspend or cancel Services without further notice to Client, and BrightView shall have no responsibility whatsoever for any consequences thereof, in respect of which the Client hereby indemnifies BrightView, and fees (as set out hereunder) shall continue to accrue and any extra expenses resulting from such withholding shall be for the Clients' responsibility and/or (ii) immediately terminate this Agreement upon written notice to Client. Furthermore, and without limiting any of the foregoing, if Client fails to timely pay any Service Fee, Work Order Charges, or administrative fees due under this Agreement, BrightView may also elect, in its sole discretion, to suspend Services for any other Agreement between Client and BrightView. In addition to the foregoing, any BrightView affiliate may BRIGHTVIEW Landscape Services Fixed Term > 12 months (10.01.2021) Page 2 (c) 8. (a) (b) (c) also suspend Services for any other Agreement between Client and BrightView affiliate. Either BrightView or Client may immediately terminate this Agreement upon written notice to the other party if (i) the other party makes an assignment for the benefit of creditors, (ii) a petition of bankruptcy is filed by or against the other party or (iii) all or substantially all of the other party's property is levied upon or scheduled to be sold in a judicial proceeding. General Provisions. BrightView will at all times perform the Services and any Work Order in accordance with all applicable workplace safety requirements and standards promulgated by federal and local authorities. BrightView will not at any time provide safety evaluation, inspection, or consulting services under this Agreement or any Work Order for the benefit of Client or any third party and, consequently, Client shall not rely on BrightView to provide such safety - related services at any time. Further, BrightView does not and will not at any time provide representations, warranties, or assurances as to the safety, including as it relates to BrightView's use of chemicals during Service, (or lack of safety) of any Landscape Site(s) or Work Order site with respect to periods before, during, or after Services are performed or Work Order services are performed and, consequently, Client shall not rely on BrightView to provide any such assurances at any time. If Client desires safety evaluation, inspection, or consulting services, or safety representations, warranties, or assurances, then BrightView and Client may execute and enter into a separate written agreement whereby BrightView will assist Client for an additional fee only in identifying (without recommending) third -party service providers that Client may then, in Client's sole discretion, elect to engage independently to obtain safety services and/or assurances. During the Term of this Agreement and for a period of 12 months following this Agreement's termination, the Client shall not, without the written permission of BrightView or an affected affiliate, directly or indirectly (i) solicit, employ or retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed by BrightView and performing Services hereunder, or (ii) encourage any such person not to devote his or her full business time to the Client, or (iii) agree to hire or employ any such person. Recognizing that compensatory monetary damages resulting from a breach of this section would be difficult to prove, Client agrees that such breach will render it liable to BrightView for liquidated damages in the amount of $10,000 for each such employee. This Agreement shall be governed by the law of the state where the Services will be furnished. If the Services will be furnished in more than one state, then the law of the State of Florida will govern this Agreement, except with regard to its conflicts of laws doctrines. Both parties expressly agree that any and all legal proceedings arising under this Agreement proceedings arising under this Agreement will be brought exclusively in the state and federal courts located where Services will be furnished. (d) Unless otherwise specifically set forth in the Scope of Landscape Services or a Work Order, BrightView is not providing design or landscape architecture services under this Agreement and it is the Client's sole responsibility to ensure that (i) the directions provided to BrightView for Services are in compliance with all applicable laws, ordinances, rules, regulations, and orders and (ii) the height and location of the hedges, foliage, and/or other plant matter on the Landscape Sites do not obstruct a person's line of sight of proximate roadways, private or public. (e) Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that consent shall not be required to assign this Agreement to any company which controls, is controlled by, or is under common control with BrightView or in connection with assignment to an affiliate or pursuant to a merger, sale of all or substantially all of its assets or equity securities, consolidation, change of control or corporate reorganization. This Agreement is binding on, and inures to the benefit of, the parties hereto (including the record owner of the Landscape Site(s) if other than Client) and their respective heirs, legal representatives, successors and assigns. (f) This Agreement, together with attached Scope of Landscaping Services, Work Order hereunder, and any other schedules and exhibits attached hereto, constitute the entire agreement of the parties with respect to the Services and Work Orders and supersedes all prior contracts or agreements with respect to the Services or Work Orders, whether oral or written. (g) Except as otherwise provided herein, this Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by both Client and BrightView. (h) The waiver by Client or BrightView of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach by Client or BrightView of such provision or any other provision. (i) BrightView's total liability for any losses, damages, and expenses of any type whatsoever incurred by Client or any of its affiliates, guests, tenants, invitees, and lessees ("Losses'), which are caused by wrongful acts or omissions of BrightView in connection with, or related to, BrightView's performance of the Services, shall be limited solely to proven direct and actual damages in an aggregate amount not to exceed the amounts actually paid to BrightView hereunder. In no event will BrightView be liable for special, indirect, incidental or consequential damages, irrespective of the form or cause of action, in contract, tort or otherwise, whether or not the possibility of such damages has been disclosed to BrightView in advance or could have been reasonably foreseen by BrightView. Further, BrightView shall not be liable for any Losses resulting BRIGHTVIEW Landscape Services Fixed Term > 12 months (10.01.2021) Page 3 from the provision of Services or performance of any Work Order hereunder, if such Losses are due to causes or conditions beyond its reasonable control, including but not limited to Losses in any way related to or associated with state or local water regulations or mandates or BrightView s compliance or good faith efforts to comply with state or local water regulations or mandates. (j) BrightView's performance will be excused without penalty to the extent BrightView is unable to perform as a result of accidents, acts of God, extreme weather conditions, inability to secure labor and/or products, fire, earthquake and rules, regulations or restrictions imposed by any government or governmental agency, national or regional emergency, epidemic, pandemic, health related outbreak or other medical events not caused by one of the Parties, or other delays or failure of performance beyond the commercially reasonable control of BrightView. For purposes of this Agreement, the parties agree specifically that water conservation regulations or guidelines are specifically included within the above referenced regulations or restrictions, and that BrightView shall not be liable for any failure to perform as a direct or indirect result of BrightView's compliance with or good faith efforts to comply with state or local water regulations or mandates. (k) Unless otherwise expressly provided in a provision that cross-references this Section 8(k), in the event of any conflict or inconsistency between this Agreement, any SOW and/or any exhibit to this Agreement or any SOW, the order of precedence will be: the Agreement, an exhibit to the Agreement, an SOW and an exhibit to that SOW. Notices. Except as otherwise specified in this Agreement, all notices and other communications under this Agreement must be in writing and sent by overnight courier service such as FedEx or sent by U.S. registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received the next business day following timely deposit with an overnight courier, or three (3) days after timely deposit in the U.S. mail, with the communication addressed as follows: If to BrightView: Attn: Jessica Brown Address: 4777 Old Winter Garden Rd Orlando, FL 32811 With a copy to: Attn: Office of the General Counsel 980 Jolly Road, Suite 300 Blue Bell, PA 19422 If to Client: Attn: Ginger Corless Address: 1 N. Bluford Avenue Ocoee, FL 34761 BrightView and Client agree to all of the terms and conditions set forth in this Agreement, including any schedules and exhibits attached hereto, as of the date first set forth above. By signing this Agreement in the space provided below, the undersigned Client signatory hereby represents and confirms that it has full power and authority to enter into this Agreement on its own behalf and on behalf of the record owner of each Landscape Site, and that this Agreement is a legally binding obligation of the undersigned and the record owner of each Landscape Site. BRIGHTVIEW (as defined in the preamble) By: Name: Title: Date: CLIENT By: Name: Scott Sikora Title: VPGM Date: June 1. 2022 BrightView Landscapes, LLC and each of its subsidiaries ("BrightView") is committed to taking care of each other, our clients and communities. The BrightView Code of Conduct, which is located at httos://www.briahtview.com/sites/default/files/bv code of conduct.adf keeps us true to our values. If you become aware of a violation of the BrightView Code, we encourage you to report it by: • Filing a report at www.brightviewconcerns.com; or • Calling our 24-hour, 7-day per week compliance hotline at (800) 461-9330. Thank you for your confidence in partnering with BrightView. BRIGHTVIEW Landscape Services Fixed Term > 12 months (10.01.2021) Page 4 This document is incorporated into the Landscape Services Agreement by this reference. In the event multiple Statements of Work or Work Orders are attached to this Services Agreement as provided herein, each such Statement of Work or Work Order shall be mutually exclusive of each other. Landscape City of Ocoee City Hall Landscape 1 N Bluford Avenue, Ocoee, FL 34761 Site Name: Site Location: Client City Hall Client Contact Ginger Corless Business Name: Name: Client 407.905.3100 Client Contact Click here to enter text. Contact Email: vcorless@ocoee.org Telephone: Billing City of Ocoee Billing Contact Ginger Corless Business Name: Name: Billing 407.905.3100 Billing Contact 1 N Bluford Avenue, Ocoee, FL 34761 Contact Address: Telephone: Billing Email: vcorless@ocoee.org BrightView Omar Lopez BrightView 407.292.9600 Contact Contact Name: Telephone: BrightView shall email all invoices to the Billing Email above. Client is responsible to notify BrightView immediately regarding any change to the Billing Email. Client shall pay all invoice within the payment terms outlined below. Table A: Recurring Service Fee: This Billing Information and Schedule document is incorporated into the Agreement by this reference upon execution by Client and BrightView. In the event multiple Statements of Work or Work Orders are attached to this Agreement as provided herein, each such Statement of Work or Work Order shall be mutually exclusive of each other. Recurrina Services Billina Schedule: Will Tear 1 rllrC June 1 $ 2,211.83 June 1 $ 2,365.33 June 1 $ 2,436.33 July 1 $ 2,211.83 July 1 $ 2,365.33 July 1 $ 2,436.33 August 1 $ 2,211.83 August 1 $ 2,365.33 August 1 $ 2,436.33 September 1 $ 2,211.83 September 1 $ 2,365.33 September 1 $ 2,436.33 October 1 $ 2,211.83 October 1 $ 2,365.33 October 1 $ 2,436.33 November 1 $ 2,211.83 November 1 $ 2,365.33 November 1 $ 2,436.33 December 1 $ 2,211.83 December 1 $ 2,365.33 December 1 $ 2,436.33 January l $ 2,211.83 January 1 $ 2,365.33 January 1 $ 2,436.33 February 1 $ 2,211.83 February 1 $ 2,365.33 February 1 $ 2,436.33 March 1 $ 2,211.83 March 1 $ 2,365.33 March 1 $ 2,436.33 April 1 $ 2,211.83 April 1 $ 2,365.33 April 1 $ 2,436.33 May 1 $ 2,211.83 May 1 $ 2,365.33 May 1 $ 2,436.33 Total Service Fee* $ 26,542.00 Total Service Fee* $28,384.00 Total Service Fee* $ 29,236.00 BRIGHTVIEW Landscape Services Fixed Term > 12 months t (BV 10.01.2021) Scope of Landscape Services Description of Services (attach diagrams if necessary): Please note, Brightview Development will be providing the lethal injections for the palm trees for the first year as apart of your warranty agreement. As apart of your ongoing maintenance in 2023 and 2024, we will continue this service. Grounds Maintenance $ 1,222,42 $ 14,669.00 i Horticultural Services i $ 112.67 i $ 1,352.00 Irrigation Inspections $ 212.50 $ 2,550.00 t Irrigation Repairs Mulch Installation $ 300.92 $ 3,61100 Color Installation $ 253.00 $ 3,036.00 Palm Tree Trimming $ 110,33 S 1,324.00 t Porter Services i $ Lump Sum Proposal $ 2,211.83 $ 26,542.00 Contact information Mia Heflin, Business Developer 317-703.4565 MIa.Heflin@bdghtview com BRIGHTVIEW Landscape Services Fixed Term > 12 months t (BV 10.01.2021)