Item 10 Approval of Elevator, HVAC, and Landscape Service Agreements for New City Hall with Installation ContractorsV` ''
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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,
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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
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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
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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.
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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
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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
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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.
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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.
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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)