Agenda Item 8H — Torrance City Council, May 6, 2025

8H
Date: May 6, 2025
To: Honorable Mayor and Members of the City Council
From: Shant Megerdichian, General Services Director
By: Milton Sanabria, Administrative Services Manager | [email protected] Subject: General Services – Approve Contract Services Agreement for Design/Build HVAC System Replacement Services Through Omnia as a Cooperative Purchasing Agreement and Adopt California Environmental Quality Act (CEQA) Categorical Exemption Pursuant to Section 15301. Expenditure: $726,816.04 (Non-General Fund).

RECOMMENDATION
Recommendation of the General Services Director that City Council:

1. Approve a contract services agreement with Trane US, Inc of Brea, CA, in the amount of $726,816.04, for Design/Build HVAC System Replacement Services as a cooperative purchasing agreement with Omnia , for a one-year period beginning May 13, 2025, and ending May 12, 2026; and

2. Adopt a California Environmental Quality Act (CEQA) Categorical Exemption pursuant to Section 15301 (Existing Facilities).

FUNDING

Funding is available from FAC0007-4406-BI0002 – Torrance City Hall: Renovate GIS and Building & Safety Building.

DISCUSSION

As part of a facility assessment, it was determined that the HVAC units at Building and Safety had exceeded their expected lifecycles. Initially installed in 1995, the units have shown significant signs of deterioration, and sourcing repair or replacement parts has become increasingly difficult.

In response, the City of Torrance (the City) initiated planning for a design/build replacement project to improve energy efficiency, reliability, and indoor comfort for staff and visitors.

The proposed project includes installing four 5 -ton rooftop units, two split systems (10 -ton and 3-ton), a new exhaust fan, a gravity ventilator, thermostats, and electrical shut-off switches. It also consists of safely removing and disposing of existing equipment, along with all associated structural, mechanical, and electrical work (including ductwork, piping, air distribution, and power connections).

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May 6, 2025

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The City entered into an agreement with Trane US, Inc. to initiate Phase 1 of a design-build HVAC replacement project. This initial phase included a comprehensive site audit, complete mechanical, electrical, and structural engineering design, and preparation of a final proposal with a firm fixed construction cost. To avoid delays due to long lead times, Trane procured the necessary HVAC equipment during Phase 1. Upon completion of this phase, the City received a proposal for Phase 2, which includes the demo lition, construction, and installation of the new HVAC systems. The total cost for Phase 2 is $726,816.04, encompassing design, equipment, construction, and project management. If Phase 2 proceeds, the project will be awarded to Trane through the Omnia Cooperative Purchasing Agreement (Contract #3341). If the City should not want to proceed with Phase 2, a $177,500 payment for Phase 1 is due within 30 days of the invoice for the design and equipment.

To streamline project delivery, the City proposes utilizing a cooperative purchasing agreement awarded to Trane US , Inc. through the OMNIA Partners program. This agreement enables the City to leverage competitively bid, pre -negotiated pricing for HVAC equipment, installation, and related services—supporting cost efficiency and accelerating procurement timelines.

As a participating member of OMNIA Partners, the City benefits from shared contracting efforts with other government agencies, helping to reduce administrative burden, maximize savings, and expedite the public bidding process. In accordance with the Torrance Municipal Code (TMC), the City is authorized to utilize cooperative purchasing agreements like OMNIA while maintaining compliance with all applicable procurement policies. A cooperative purchase is allowable under TMC Section 22.3.100 entitled “Exceptions to the Competitive Process” which states:

“The competitive selection processes set forth in this Chapter do not apply in the following categories however purchases shall be made in accordance with procedures and regulations established by the City Manager:

d) A proposed purchase is at or below the current market price and will result in significant cost savings to the City, or that the proposed purchase is not more than the current market price, and that significant time will be saved by such a purchase.”

ATTACHMENTS

1. Contract Services Agreement – Trane US, Inc.

2. Omnia – Contract Number #3341

3. Trane US, Inc. Proposal

4. Cooperative Purchasing Terms- Trane US, Inc.
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CONTRACT SERVICES AGREEMENT

This CONTRACT SERVICES AGREEMENT (“Agreement”) is made and entered into as of May 13, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Trane US, Inc., a California corporation (“CONTRACTOR”).

RECITALS:

A. CITY wishes to retain the services of an experienced and qualified CONTRACTOR to undertake Building and Safety HVAC Replacement.

B. To obtain these services, CITY evaluated cooperative purchasing agreements available through Omnia Partners (“Omnia”).

C. Omnia conducts competitive solicitations for construction services, which include pre-established unit prices and specifications covering materials, equipment, and labor. Based on these solicitations, Omnia Partners awards contracts and makes them available to eligible state and local government agencies, including CITY, through cooperative purchasing agreements.

D. CONTRACTOR was awarded Omnia Contract #3341 (the “Omnia Contract”), which includes the Building and Safety HVAC Replacement services sought by CITY. A true and correct copy of the Omnia Contract is attached hereto as Exhibit A.

E. The Omnia Contract qualifies as a Cooperative Purchase Exception under Torrance Municipal Code Section 22.3.15.

F. Pursuant to the terms of the Omnia Contract, CONTRACTOR s ubmitted a Proposal (the “Proposal”) to CITY detailing the specific Building and Safety HVAC Replacement Services that CONTRACTOR will provide, and the applicable pricing structure, including any catalogs or rate schedules referenced in the Omnia Contract, as the basis for unit pricing and negotiated amounts for services provided under this Agreement. A true and correct copy of the Proposal is attached herein as Exhibit B.

G. CONTRACTOR represents and warrants that it is fully qualified to perform the services and provide the materials described in the Omnia Contract and the Proposal.

H. CITY and CONTRACTOR now desire to enter into this Agreement, under which CONTRACTOR will provide the Building and Safety HVAC Replacement services sought by CITY, in accordance with the terms of the Omnia Contract and the Proposal.

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AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR will provide the services and install those materials listed in the Omnia Contract and CONTRACTOR’s Proposal. A true and correct copy of the Omnia Contract is attached as Exhibit A. A true and correct copy of the CONTRACTOR’s Proposal is attached as Exhibit B. CONTRACTOR warrants that all work and services set forth in the Omnia Contract and the Proposal will be performed in a competent, professional and satisfactory manner.

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through May 12, 2026.

3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with the compensation schedule set forth in the Proposal, as well as the Omnia Contract; provided, however, that in no event will the total amount of money paid CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $726,816.04 (the “Agreement Sum”), unless otherwise first approved in writing by CITY.

B. Schedule of Payment.

Provided that CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid the fees described in Paragraph 3.A. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:

a. cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
c. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
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3 3. In case of termination for CITY’s convenience, CONTRACTOR will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.

B. Termination for Cause.

1. If either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. In the event this Agreement is terminated for cause by the default of CONTRACTOR, CITY may, at the expense of CONTRACTOR
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONTRACTOR under the terms of this Agreement will be retained by CITY, but the retention will not release CONTRACTOR and its surety from liability for the default. Under these circumstances, however, CONTRACTOR and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.

3. Termination for cause will not affect or terminate any of the rights of CITY as against CONTRACTOR or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.

C. Termination for Breach of Law.

In the event CONTRACTOR or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or contractor; (iii) under state or 5 5
4 federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONTRACTOR’s responsibility as a public consultant or contractor, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONTRACTOR has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance will be excused for a period equal to the period of that cause for failure to perform.

6. RETENTION OF FUNDS
CONTRACTOR authorizes CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONTRACTOR’s acts or omissions in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

7. CITY REPRESENTATIVE
The General Services Director is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.

Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONTRACTOR. ///

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5 8. CONTRACTOR REPRESENTATIVE(S)
The following principal(s) of CONTRACTOR are designated as being the principal(s) and representative(s) of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Peter Hugenroth, General Manager
Jonathan Ladwig, Account Executive

9. INDEPENDENT CONTRACTOR
CONTRACTOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as otherwise set forth in this Agreement. CONTRACTOR’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s duties, obligations, and responsibilities under the Affordable Care Act. CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.

10. BUSINESS LICENSE
CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. If the services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement. 7 7
6 Should CONTRACTOR discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONTRACTOR must immediately inform CITY of that fact and may not proceed except at CONTRACTOR’s risk until written instructions are received from CITY.

13. CARE OF WORK
CONTRACTOR must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY’s own negligence.

14. CONTRACTOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of CONTRACTOR’s time pertaining to the project, and records of accounts between CITY and CONTRACTOR, will be kept on a generally recognized accounting basis. CONTRACTOR will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records will be available to CITY during normal working hours. CONTRACTOR will maintain these records for three years after final payment.

15. INDEMNIFICATION
CONTRACTOR will indemnify, defend, and hold harmless CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively “City Affiliates”) from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, employees, agents, subcontractors or vendors. CONTRACTOR’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the sole negligence of City Affiliates, CONTRACTOR will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates as solely negligent. CONTRACTOR will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

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7 16. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONTRACTOR, in the event of any default or breach by the CITY or for any amount that may become due to CONTRACTOR.

17. INSURANCE
A. CONTRACTOR and its subcontractors must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage, not subject to self insurance provisions:

1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

a. Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

b. Primary Property Damage of at least $250,000 per
occurrence; or

c. Combined single limits of $1,000,000 per occurrence.

2. Commercial General Liability including coverage for premises, products and completed operations, independent
contractors/vendors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.

3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of $1,000,000 per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents and subcontractors.

B. The insurance provided by CONTRACTOR will be primary and non- contributory.

C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.

D. CONTRACTOR must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating 9 9
8 appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

F. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

G. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.

H. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

I. Self-insured retentions must be declared to and approved by the CITY.

The CITY may require the CONTRACTOR to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.

18. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONTRACTOR agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONTRACTOR will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

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9 19. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient, notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

3. Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

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10 6. Addresses for purpose of giving notice are as follows:

CONTRACTOR: Trane US, Inc.
3253 E Imperial Hwy
Brea, CA 92821
Fax: N/A

CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931

B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONTRACTOR without the prior written consent of the other.

22. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

23. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or by any other rule of construction that might otherwise apply. To the extent that the terms of the Scope of Services or the Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

24. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement will remain in full force and effect.

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11 25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

26. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

27. COMPLIANCE WITH STATUTES AND REGULATIONS
CONTRACTOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.

28. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party’s consent or approval of any act by the other party requiring the first party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

29. ATTORNEY’S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

31. CONTRACTOR’S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of CONTRACTOR warrant that (i) CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONTRACTOR; (iii) by so executing this Agreement, CONTRACTOR is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONTRACTOR is bound.

32. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the 13 13
12 California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.

In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.

CITY OF TORRANCE,
a municipal corporation
Trane US, Inc.,
a California corporation

By: ___________________________
George K. Chen, Mayor

By: __________________________
Peter Hugenroth
General Manager

ATTEST:

By: ____________________________
Rebecca Poirier, MMC
City Clerk

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: ____________________________
Galen W. Bean
Deputy City Attorney

Attachments: Exhibit A Omnia Contract #3341
Exhibit B Trane US, Inc.’s Proposal

Rev. 0424
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EXHIBIT A

OMNIA CONTRACT #3341

[To be attached]

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14 EXHIBIT B

TRANE US, INC.’S PROPOSAL

[To be attached]
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17 ATTACHMENT 2
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19 20
20 ©2025 Trane All rights reserved Page 1 of Commercial Installation

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

C i t y o f T o r r a n c e
B u i l d i n g & S a f e t y R T U R e p l a c e m e n t s For: City of Torrance
3031 Torrance Blvd, Torrance CA

Contact: Jack Ladwig, Account Executive

Date: March 27, 2025
21 ATTACHMENT 3
21 ©2025 Trane All rights reserved Page 2 of Commercial Installation

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

Pricing and Acceptance
The following is a proposal to provide all labor, material, tooling, and rigging associated with the HVAC replacement scope of work as discussed during our site walks and meetings to date at the City of Torrance Building and Safety facility.

TURNKEY TRANE HVAC SYSTEM INSTALLATION $ 726,816.04

Anticipated Discount Program Savings Estimate* Available Upon Request

This Agreement is subject to the pricing terms and conditions of Omnia Racine contract # 3341 COOP Quote Number W2-lgSAAS-25-001

*Anticipated Discount Program
Trane is pleased to provide an opportunity to maximize the value of your purchase by offering an Anticipated Payment Discount. The above discount is an estimation only, the final discount applied will be based on the final scope of the project approve, the percentage of the project paid upfront, and the annualized discount rate at the time of award. Any failure to pay the invoices within 15days of receipt will result in a revision, or possible loss, of the discount.

We value the confidence you have placed in Trane and look forward to working with you.

This proposal is subject to Customer’s acceptance of the attached Trane Terms and Conditions (Installation).

Submitted By: Jack Ladwig Proposal Date: March 27, 2025 Customer Acceptance Trane Acceptance
Authorized Representative Authorized Representative
Signature: Signature:

Printed: Printed:

Title: Title:

Purchase Order: License Number: 1066318

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Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

DESIGN BUILD HVAC SYSTEM INSTALLATION

1.1 Project Technical Details
Project Timeline
The total remaining project duration is estimated to require ten weeks to complete; two for mobilization, six for onsite construction, and two for punch list and closeout. However, because Trane’s team will need to demobilize to allow for 3rd party contractors to complete other construction before Trane can continue with it’s construction the final timeline is subject to the schedules proposed by the GC and approved by the City. Final schedules will require coordination with the City and it’s other partners and can be formalized prior to the initial construction kickoff.

Project Management
A Trane project manager will be assigned upon award and will manage the entire construction process including equipment startup and final project closeout. As a turnkey partner, Trane’s team will be coordinating internally but will host in-person meeting with facility personnel for the following: (1) initial pre-construction planning, weekly remote (1) hour construction calls, (1) punch list creation meeting, and (1) project closeout meeting.

Project Engineering
Trane has already completed formal engineered plans for this project and has received approval by the city. Engineering was performed under an Memorandum of Understanding between the City of Torrance and Trane and has not been billed for. The cost for the engineering and permitting has therefore been included in this final proposal.

Project Automation
The site equipment will be controlled by dedicated thermostats located within the space. This proposal excludes any formal building automation or energy management system.

Project Construction
The onsite construction requires six weeks of consistent work. This will be extended as required to allow for construction by other trades where work cannot be performed simultaneously.

Below is a preliminary project schedule outlining critical scopes of work to be performed.

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Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

2.1 Project Engineering & Permitting (already complete)

Design Engineering will include mechanical, electrical, plumbing, structural system design, and Title -24 energy calculations.

The proposed mechanical systems include the following:
• Survey the existing floor plan to measure wall locations and to produce a rough architectural floor plan layout (to be used for mechanical drawing backgrounds). • Produce mechanical drawings for plan check submittal – including floorplans, equipment schedules and Title-24 energy compliance calculations.
• Coordinate with other trades (roofing, electrical, structural, etc.). • Respond to plan check comments.

The proposed structural systems include the following:
• Complete a site visit to inspect existing conditions and roof construction. • Complete structural load calculations.
• Provide anchorage details for four (4) new rooftop packaged units and two (2) new condensing units.
• Provide details necessary to construct one (1) new rooftop condensing unit housekeeping pad (relocated).
• Provide structural reinforcement details for new housekeeping pad

The proposed electrical systems include the following:
• Coordinate with mechanical engineer for demo plans and new equipment locations. • Sizing of new disconnects and wiring to new unit.
o Scope is limited to load side of disconnect. As directed by City of Torrance, any line side design and/or construction will be handled by the City.

Project Assumptions / Exclusions

• Design will be based on like for like replacement. No allowance has been carried for evaluating increased capacities and/or alternative equipment solutions. • Design and inclusion of temporary cooling or heating equipment not included. • Design of roofing and/or roof repairs.
• We assume roof drains are installed per code, no modification to roof drains included. • Structural engineering is included to assure proper support for new equipment. o Trane has allowed for relocation of condenser pad in coordination with City’s roofing project. • Electrical service upgrades are excluded. Electrical design will be based on existing nameplate information on-site.
• Electrical load studies are excluded. It is assumed that existing infrastructure has sufficient capacity. • All work dealing with fire life safety systems, fire sprinkler systems, and smoke evacuation systems is excluded.
• Breaker coordination studies are excluded.
• Replacement of upgrade of any existing non-code compliant systems is excluded. • ADA requirements excluded.
• Building permit fees, Plan check fees, Assessments, Taxes applicable to the development of property, Utility connection fees and Usage fees, AQMD permitting and/or Fees, SCE fees and Excess cable charges are excluded.
• Any items not specifically listed as scope of work is not included. • Liquidated or Consequential Damages not included.
• Equipment view screens are excluded.
• Architectural drawings and line of sight drawings are excluded. 24 24

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

2.2 Project Construction (to be performed)
Provide all labor, material, tooling, and rigging required to:
➢ Provide project management, construction support, administration, and punch list. ➢ Receive and store the following Trane furnished equipment at our yard and provide delivery to the job site on the day of install:
o Four (4) Trane 5-ton rooftop units (RTU).
o Two (2) new Trane direct expansion (DX) split systems. ▪ One (1) Trane 10-ton; fan coil unit (FCU) and condensing unit (CU). ▪ One (1) Trane 3-ton; fan coil unit (FCU) and condensing unit (CU). o One (1) 50 CFM exhaust fan.
o One (1) gravity ventilator.
➢ Obtain air volume and pressure readings (supply and return) from the existing fan coil units prior to replacement.
➢ Lockout/Tagout, isolate, drain, disconnect, demo, and properly dispose of (4) existing rooftop package units and (2) split systems.
o Refrigerant and oil will be recovered and disposed of compliant with code. o Salvage rights reserved
➢ Demolish and remove side discharge ductwork from RTU to roofline and ductwork drops through the roof.
➢ Demolish and remove existing housekeeping pads for the CUs & RTUs. ➢ Install (4) new rooftop HP units AC-1 & AC-2 & AC-3 & AC-14. o Install new framing and structural supports for new HPs. o Install new curbs.
o Set and anchor new units.
o Reconnect condensate piping to new units; extending piping as needed to make connections.
o Detail, fabricate, and install new ductwork and sheet metal fittings; including new supply and return plenums through the roof and 2nd floor interior distribution. ▪ Insulate all new ductwork.
▪ Install all necessary supply and return grilles.
o Existing duct smoke detectors shall be demolished.
▪ The City of Torrance shall furnish and install new duct smoke detector on ductwork and manage all aspects associated with Fire Life Safety (FLS). o Install new economizers & power exhausts on (4) new HPs. o Install four (4) new digital, programmable thermostats and associated wiring. o Install new electrical disconnects and whips for (4) new RTUs and (4) power exhausts.
▪ Install new roof penetrations and new electrical conduit through the new penetrations.
▪ Terminate new electrical at the disconnect; conduit and wiring provided by the City of Torrance from the breaker up through the Trane provided roof penetration conduit.
➢ Install (2) new DX split systems
o Install new full perimeter platform for the new CUs.
o Set and anchor new condensing units on the roof platform. o Install new refrigerant lines from second floor ceiling through roof (existing refrigerant lines to be abandoned in place).
o Reconnect refrigerant and condensate drain piping to new units; extending piping as needed to make connections.
25 25

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

o Detail, fabricate and install all necessary sheet metal transition fittings for Supply, Return and Fresh Air.
o Install one (1) new fresh air intake louver above double doors (painted to match the existing wall as close as possible).
o Detail, fabricate and install new relief duct connections. o Install new economizer for FC-1 on 1st floor.
o Install new pipe supports for all new piping.
o Leak check and testing of refrigerant piping prior to startup. o Install two (2) new digital, programmable thermostats and associated wiring for the new split systems.
o Install new electrical disconnects and whips for (2) new CUs. o Install new roof penetrations and new electrical conduit through the new penetrations for the new CUs.
▪ Install new roof penetrations and new electrical conduit through the new penetrations.
▪ Terminate new electrical at the disconnect; conduit and wiring provided by the City of Torrance from the breaker up through the Trane provided roof penetration conduit.
o Install new electrical disconnects and whips for (2) new FCUs. o Terminate new electrical at the disconnect; existing FCU electrical wiring to be reused.
o Charge systems with new refrigerant.
o Start-up and verify proper operation.
➢ Install one (1) roof curb, backdraft damper and gravity ventilator for 1st floor pressure relief.
➢ Install one (1) new 50 CFM Exhaust fan for the 2nd floor janitors’ closet; including electrical and duct up through roof.
➢ Provide pre & post air readings at the unit level.
➢ Energize, test, and confirm phasing of all new feeders prior to unit start-up. ➢ Perform startup and verify proper operation of new systems. ➢ Perform NEBB Certified Air Balance and acceptance testing. ➢ Provide a 1st year parts and labor warranty included on entire project. 26 26

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

General Project Clarifications
➢ “Scope of Work” and notations within are based on the following negotiated scope of work with Jim Fuentes and Milton Sanabria and based on the site surveys performed on 04/12/2024. Scope is also based on Design Drawings provided by Trane, City of Torrance, Building & Safety TI Engineering, dated 11/25/2024 with final revision 4 dated 3/11/2025.
➢ Pricing is based on project approval being issued and equipment approvals for release to manufacturing being given within 30days from April 01, 2025. ➢ Pricing includes all applicable taxes.
➢ In the event the scope of work deviates from that described a change order will be provided with a detailed scope of work and accurate pricing prior to the associated work being performed.
➢ Pricing is based on the project requiring two separate crane lifts; one for demo and one for install to allow the City sufficient time for roofing. Per Customer conversation on 04/03/2024, crane can be operated from the parking lot on the north (back) side of the building. Per request by the City, crane lift will occur on a Friday that the City has scheduled as closed.
➢ Pricing is based on the City of Torrance performing all required roofing; including but not limited to flashing and roofing all penetrations, curbs, and platforms. ➢ Pricing is based on the existing relief duct within mechanical room to be reused for the gravity ventilator.
➢ Pricing is based on the City of Torrance performing the demo of all existing registers. ➢ The City of Torrance shall provide new electrical conduit and wiring from existing panels as required to make connections.
➢ Pricing is based on reusing the existing OSA opening on 1st floor for new OSA connections with no expansion of existing opening on exterior wall. ➢ Pricing is based on the existing electrical panels being reused. ➢ Pricing is based on the City of Torrance demolishing all existing interior distribution ductwork up to the plenum drops.
➢ Trane shall demolish existing plenum drops through the roof. ➢ The City of Torrance shall demolish existing roofing. ➢ On crane days, the City shall vacate the building/space under where crane is picking up during the pick.
➢ The City of Torrance shall coordinate all shutdowns and lifts with Trane’s schedule. ➢ We assume there will be no other work going on that will affect the timing or sequence of our installation.
➢ Trane to retain salvage rights of all removed equipment and materials, if applicable. ➢ Pricing is based on Trane and its team being provided access to the facility during normal business hours to investigate the as-built installation. ➢ Pricing is based on all work being performed during normal business hours. ➢ Per our meetings to date the building does not have comfort problem zones, acoustic issues, or vibration concerns that are to be addressed and resolved as a result of this scope.
27 27

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

General Project Exclusions
➢ Any items not specifically listed as scope of work is not included. ➢ All roofing work, including flashing, is excluded and is carried by the City of Torrance in their roofing project.
➢ Additional engineering beyond that performed to create the currently approved plans. ➢ Temporary cooling or heating equipment.
➢ Upgrade to existing roof drains, floor sinks, or sewer connections. ➢ Structural upgrades and seismic upgrades to the buildings outside of scope indicated above.
➢ Electrical service upgrades.
➢ All work dealing with fire life safety systems, fire sprinkler systems, and smoke evacuation systems other than that detailed above.
➢ Construction fencing, temporary offices, temporary restroom facilities, security. ➢ Third Party review, testing, special inspection fees, deputy inspector fees, or third-party commissioning of new systems; including any additional commissioning beyond unit startup.
➢ Breaker coordination studies.
➢ Asbestos or Hazardous Material Abatement.
➢ Replacement of upgrade of any existing non-code compliant systems. ➢ ADA requirements.
➢ Building permit fees, Plan check fees, Assessments, Taxes applicable to the development of property, Utility connection fees and Usage fees, AQMD permitting and/or Fees, Utility fees and Excess cable charges.
➢ Builders Risk (including flood and seismic insurance and deductible). ➢ Liquidated or Consequential Damages.
➢ Demurrage or Storage Charges.
➢ Temporary power or Trane provided utilities. We assume use of customer electrical, gas, and water for construction.
➢ Equipment privacy screens.
➢ Architectural drawings and line of sight drawings.
➢ Painting and/or patching.
➢ Restrooms are to remain as is.
➢ Resolution of any existing code non-compliance issue.

28 28

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

3.1 Trane Service & Support

To help optimize the performance of your building systems our service technicians and support specialists are always available. Whether you’re installing new equipment, maintaining an existing system, or completely upgrading your infrastructure we can provide the expertise to match your specific needs. Warranties, training, and replacement parts are readily available when and where they are required.

Our Los Angeles District Office has +45 technicians who can provide prompt service 24/7/365.

They possess an average of more than 15 years of industry experience and Trane will commit to having a service technician on-site within four hours to ensure the fastest repair possible when you need it most.

We offer four levels of equipment service:
(1) Repair Services: Trane technicians can service all brands and types of HVAC units on an as needed basis.

(2) Scheduled Agreement: Contract scheduled maintenance of systems to ensure peak operating performance, regulatory compliance, and minimized risk of failure.

(3) Select Agreement: Warrantied service that covers repair labor and material for added protection against unexpected equipment failures.

(4) Remote Diagnostics: Ability to monitor your critical building systems remotely and quickly troubleshoot as necessary. We have two options that TVC might decide would provide the best benefit.

Our Building Performance offering has optimization engineers analyze data and equipment behavior in the context of the overall system to see what’s happening in your facilities, uncovering hidden information and opportunities for improvement. This provides ongoing analysis and recommended actions for reliability improvements, regulatory compliance resolutions, more comfortable environment of care, and offers the opportunity to get proactive, data-driven insights and solutions to help keep each building running optimally.

Our cloud-based Energy Performance building energy management system service is designed to uncover energy waste in every corner of a building. Building energy data is aggregated using powerful visualizations and robust analytics that uncover hidden savings opportunities. Real-time energy monitoring helps drive down energy costs by discerning where and when energy is being used, allowing TVC to spot anomalies, prioritize building equipment issues, and implement schedule changes based on budgetary impact. Advanced analytics give you the ability to easily track metrics and make decisions based on that information.

In addition to extensive technical support in the field, Trane also provides a dedicated account manager who will support you in managing your equipment, facility, and business. Assisting with cooling contingency plans, critical parts inventories, and asset management plans are just a few of the aspects you can expect from your Trane Account Manager.
29 29

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

TERMS AND CONDITIONS – COMMERCIAL INSTALLATION
“Company” shall mean Trane Canada ULC for Work performed in Canada, and Trane U.S. Inc. for Work performed in the United States.

1. Acceptance; Agreement. These terms and conditions are an integral part of Company’s offer and form the basis of any agreement (the “Agreement”) resulting from Company’s proposal (the “Proposal”) for the commercial goods and/or services described (the “Work”). COMPANY’S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent (“Customer”) deli vered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer’s order shall be deemed acceptance of the Proposal subject to Company’s terms and conditions. If Customer’s order is expressly conditioned upon Company’s acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company’s terms and conditions attached or referenced serves as Company’s notice of objection to Customer’s terms and as Company’s counter- offer to provide Work in accordance with the Proposal and the Company terms and conditions. If Customer does not reject or o bject in writing to Company within 10 days, Company’s counter- offer will be deemed accepted. Customer’s acceptance of the Work by Company will in any event constitute an acceptance by Customer of Company’s terms and conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer.

If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer’s obligation to pay for Work rendered by Company to the date of cancellation.

2. Pricing and Taxes. Unless otherwise noted, the price in the Proposal includes standard ground transportation and, if required by law, all sales, consumer, use and similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Tax exemption is contingent upon Customer furnishing appropriate certificates evidencing Customer’s tax exempt status.

Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninstalled basis and any taxable labor/labour do not include sales tax and taxes will be added. Following acceptance without addition of any other terms and condition of sale or any other modification by Custom er, the prices stated are firm provided that notification of rele ase for immediate production and shipment is received at the factory not later than 3 months from order receipt. If such release is received later than 3 months from order receipt date, prices will be increased a straight 1% (not compounded) for each one -month period (or part thereof) beyond the 3 month firm price period up to the date of receipt of such release. If such relea se is not received within 6 months after date of order receipt, the prices are subject to renegotiation, or at Company’s option, th e order will be cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees.

3. Exclusions from Work. Company’s obligation is limited to the Work as defined and does not include any modifications to t he Work site under the Americans With Disabilities Act or any other law or building code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work without a written change order signed by Customer and Company.

4. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company performs the Work Company may refuse to perform any Work where working conditions co uld endanger property or put at risk the safety of persons. Unless otherwise agreed to by Customer and Company, at Customer’s expense and before the Work begins, Customer will provide any necessary access platforms, catwalks to safely perform the Work in compliance with OSHA or state industrial safety regulations.

5. Payment. Customer shall pay Company’s invoices within net 30 days of invoice date. Company may invoice Customer for all equipment or material furnished, whether delivered to the installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be withheld from any payments except as expressly agreed in writing by Company, in which case retention shall be reduced per the contract documents and released no later than the date of substantial comple tion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as required, Company may suspend performance and the time for completion shall be extended for a reasonable period of time not less than the period of suspension. Customer shall be liable to Company for all reasonable shutdown, standby and start -up costs as a result of the suspension. Company reserves the right to add to any account outstanding for more than 30 days a service ch arge equal to 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys’ fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested, Company will provide appropriate lien waivers upon receipt of payment. Customer agrees that, unless Customer makes payment in advance, Company will have a purchase money security interest in all equipment from Company to secure payment in full of all amounts due Company and its order for the equipment, together with these terms and conditions, form a security agreement. Custo mer shall keep the equipment free of all taxes and encumbrances, shall not remove the equipment from its original installation point and shall not assign or transfer any interest in the equipment until all payments due Company have been made.

6. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representative of Company, all dates provided by Company or its representatives for commencement, progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated dates, Company shall not be responsible for any damages for its failure to do so.

7. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours, or such other hours as may be requested by Company and acceptable to the Work site’ owner or tenant for the performance of the Work, including sufficient areas for staging, mobilization, and storage. Company’s access to correct any emergency condition shall not be restricted. Customer grants to Company the right to remotely connect (via phone modem, internet or other agreed upon means) to Customer’s building automation system (BAS) and or HVAC equipment to view, extract, or otherwise collect and retain data from the BAS, HVAC equipment, or other building systems, and to diagnose and remotely make repairs at Customer’s request.

8. Completion. Notwithstanding any other term or condition herein, when Company informs Customer that the Work has been com pleted, Customer shall inspect the Work in the presence of Company's representative, and Customer shall either (a) accept the Work in its entirety in writing, or (b) accept the Work in part and specifically identify, in writing, any exception items. Customer agrees to re-inspect any and all excepted items as soon as Company informs Customer that all such excepted items have been comp leted. The initial acceptance inspection shall take place within ten (10) days from the date when Company informs Customer that the Work has been completed. Any subsequent re -inspection of excepted items shall take place within five (5) days from the date when Company informs Customer that the excepted items have been completed. Customer’s failure to cooperate and complete a ny of said inspections within the required time limits shall constitute complete acceptance of the Work as of ten (10) days from da te when Company informs Customer that the Work, or the excepted items, if applicable, has/have been completed.

9. Permits and Governmental Fees. Company shall secure (with Customer’s assistance) and pay for building and other permits and governmental fees, licenses, and inspections necessary for proper performance and completion of the Work which are legally requ ired when bids from Company’s subcontractors are received, negotiations thereon concluded, or the effective date of a relevant Change Order, whichever is later. Customer is responsible for necessary approvals, easements, assessments and charges for construction, use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such permits, fees, licenses and inspections are not included in the Proposal, Company will invoice Customer for such costs.

10. Utilities During Construction. Customer shall provide without charge to Company all water, heat, and utilities required for performance of the Work.

11. Concealed or Unknown Conditions. In the performance of the Work, if Company encounters conditions at the Work site that are (i) subsurface or otherwise concealed physical conditions that differ materially from those indicated on drawings expressly incorporated herein or (ii) unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work, Company shall notify Customer of such conditions promptly, prior to significantly disturbing same. If such conditions differ materially and cause an increase in Company’s cost of, or time required for, perf ormance of any part of the Work, Company shall be entitl ed to, and Customer shall consent by Change Order to, an equitable adjustment in the Contract Price, contract time, or both.

12. Pre-Existing Conditions. Company is not liable for any claims, damages, losses, or expenses, arising from or related to conditio ns that existed in, on, or upon the Work site before the Commencement Date of this Agreement (“Pre -Existing Conditions”), including, without limitation, damages, losses, or expenses involving Pre -Existing Conditions of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi. Company also is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company.

13. Asbestos and Hazardous Materials. Company’s Work and other services in connection with this Agreement expressly exclude s any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos, polychlorinated bipheny l (“PCB”), or other hazardous materials (hereinafter, collectively, “Hazardous Materials”). Customer warrants and represents that, except as set forth in a writing signed by Company, there are no Hazardous Materials on the Work site that w ill in any way affect Company’s Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company will be performing the Wor k. Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be exclusively responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer s hall be exclusively responsible for and, to the fullest extent permitted by law, shall indemnify and hold harmless Company (including its employees, agents and subcontractors) from and against any loss, claim, liability, fees, pena lties, injury (including death) or liability of any nature, and the payment thereof arising out of or relating to any Hazardous Materials on or about the Work site, not brought onto the Work si te by Company. Company shall be required to resume performance of the Work in the affect ed area only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall C ompany be obligated to transport or handle Hazardous Materials, provide any notices to any governmental agency, or examine the Work site for the presence of Hazardous Materials.

14. Force Majeure. Company’s duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company’s election (i) remain in effect but Company’s obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon 10 days notice to Customer, in which event Customer shall pay Comp any for all parts of the Work furnished to the date of termination.

An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, “Event of Force Majeure” includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; pandemic insurrections; riots; labor/labour disputes; labor/labour or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid), and act ion or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that diverts eith er the material or the finished product to the direct or indirect benefit of the government.

15. Customer’s Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Comp any the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer; (3) Any representation or warranty furnished by Customer in this Agreement is false or misleading in any materia l respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to Company for all Work furnished to date and all damages sustained by Company (including lost profi t and overhead)

16. Indemnity. To the fullest extent permitted by law, Company and Customer shall indemnify, defend and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to real or tangible personal property, to the extent caused by the negligence or miscond uct of their respective employees or other authorized agents in connection with their activities within the scope of this Agreement . Neither party shall indemnify the other against claims, damages, expenses or liabilities to the extent attributable to the acts or omissions of the other party. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination hereof, with re spect to any claims based on facts or conditions that occurred prior to expiration or termination.

17. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL , INCIDENTAL, INDIRECT

CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION, LOST DA TA, LOST REVENUE, LOST PROFITS, LOST

DOLLAR SAVINGS, OR LOST ENERGY USE SAVINGS, EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT, NEGLIGENC E, ANY OTHER TORT, WARRANTY, STRICT LIABILITY, OR PRODUCT LIABILITY). In no event will Company’s liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer unde r this Agreement.
30 30

Trane U.S. Incorporated
3253 E. Imperial Highway
Brea, CA 92821 USA
Tel (714) 983-0505

18. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims, damages, judgments and loss arising from infringement or alleged infringement of any United States patent by any of the goods manufactured by Company and deli vered hereunder, provided that in the event of suit or threat of suit for patent infringement, Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against infringement by reason of Customer's design of the articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation, Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section, all parties concerned shall be entitled to be represented by counsel at their own expense.

19. Limited Warranty. Company warrants for a period of 12 months from the date of substantial completion (“Warranty Period”) commercial equipment manufactured and installed by Company against failure due to defects in material and manufacture and that the labor/labour furnished is warranted to have been properly performed ( the "Limited Warranty"). Trane equipment sold on an uninstalled basis is warranted in accordance with Company’s standard warranty for supplied equipment. Product manufactured by Company that includes required startup and is sold in North America will not be warranted by Company unless Company performs the product start-up. Substantial completion shall be the earlier of the date that the Work is sufficiently complete so that the Work can be utilized for its intended use or the date that Customer receives beneficial use of the Work. If such defect is d iscovered within the Warranty Period, Company will correct the defect or furnish replacement equipment (or, at its option, parts therefor) and, if said equipment was installed pursuant hereto, la bor/labour associated with the replacement of parts or equipment not conforming to this Limited Warranty. Defects must be reported to Company within the Warranty Period. Exclusions from this Limi ted Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; Customer's failure to follow the Company-provided maintenance plan; refrigerant not supplied by Trane; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. No warranty liability whatsoever shall attach to Company until the Work has been paid for in full and then said li ability shall be limited to the lesser of Company’s cost to correc t the defective Work and/or the purchase price of the equipment shown to be defective. Equipment, material and/or parts that are n ot manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES

AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS

OR IMPLIED REGARDING PREVENTION BY THE WORK, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE WORK OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS.

20. Insurance. Company agrees to maintain the following insurance while the Work is being performed with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage:

Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits
If Customer has requested to be named as an additional insured under Company’s insurance policy, Company will do so but only subject to Company’s manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive its right of subrogation.

21. Commencement of Statutory Limitation Period. Except as to warranty claims, as may be applicable, any applicable statutes of limitation for acts or failures to act shall commence to run, and any alleged cause of action stemming therefrom shall be deemed to have accrued, in any and all events not later than the last date that Company or its subcontractors physically performed work on the project site.

22. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpret ed and enforced in accordance with the laws of the state or province in which the Work is performed, without regard to choice of law principles which might otherwise call for the application of a different state’s or province’s law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Work is performed.

Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the Work site is owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Fe deral Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affect ed in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of the Company. Subject to the foregoing, this Agreement sh all be binding upon and inure to the benefit of Customer’s permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original.

23. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Execut ive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60 -1 through 60 -60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60 -741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of e mployee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada.

24. U.S. Government Work.

The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Re gulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business.

The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Work is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, includin g but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true, correct and complete executed co py of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer’s ownership, eligibility or performance of the prime contract. Customer will obtain w ritten authorization and approval from Company prior to providing any government official any information about Company's performance of the work that is the subject of the Proposal or this Agreement, other than the Proposal or this Agreement.

25. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or other wise, for itself and for its agents, successors, and assigns: (1) hereby provides this limited waiver of its sovereign immuni ty as to any damages, claims, lawsuit, or cause of action (herein “Action”) brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agree ment; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer’s tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avai l itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms.

COVID-19 NATIONAL EMERGENCY CLAUSE
The parties agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid- 19 pandemic (“Covid-19 Pandemic”). With the continued existence of Covid -19 Pandemic and the evolving guidelines and exe cutive orders, it is difficult to determine the impact of the Covid -19 Pandemic on Trane’s performance under this Agreement. Consequently, the parties agree as follows:

1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the schedule and completion dates, subject to provisions below;

2. Each party will abide by any federal, state or local orders, directives, or advisories regarding the Covid-19 Pandemic with respect to its performance of its obligations under this Agreement and each shall have the sole discretion in determining the approp riate and responsible actions such party shall undertake to so abide or to safeguard its employees, subcontractors, agents and suppliers;

3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding its obligations as the Covid-19 Pandemic situation evolves; and

4. If Trane’s performance is delayed or suspended as a result of the Covid -19 Pandemic, Trane shall be entitled to an equitable adjustment to the project schedule and/or the contract price.

1-26.251-10(0315)
Supersedes 1-26.251-10(0614)

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Torrance City CouncilMay 6, 2025

Torrance City Council
May 6, 2025