Contract 2023-081A ADocusign Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
FIRST AMENDMENT TO AGREEMENT FOR HVAC SERVICES
THIS FIRST AMENDMENT is entered into as of this 21 st day of March 2025 and is to that certain
Agreement No. 2023-081 dated August 9, 2023, hereinafter "the Agreement", by and between the
CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida
whose address is: 685 W. Montrose Street, Clermont, Florida, hereinafter referred to as "CITY"
and WESTBROOK SERVICE CORPORATION, whose address is: 1411 South Orange Blossom
Trail, Orlando, FL 32805, hereinafter referred to as "CONTRACTOR". The parties, in exchange
for the mutual covenants contained herein and in the Agreement, agree as follows:
A. This Amendment expressly modifies the Agreement, and in the event of a conflict, its
terms and conditions shall prevail.
B. The Scope of Services and Compensation Schedule referred to and incorporated into the
Agreement is hereby amended to include annual services for the Public Works Admin
Building and the Public Works Warehouse as more particularly described in Attachment
"A" attached hereto and incorporated herein.
C. All other terms and conditions outlined in the Agreement shall remain in full force and
effect and unchanged as agreed to by the parties.
1
Docusign Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set
forth below.
CITY OF CLERMONT
DocuSigned by:
Al UlwD6...
Freddy L. Suarez
FULL NAME
Procurement Services Director
TITLE
3/21/2025
DATE SIGNED
WESTBROOK SERVICE CORPORATION
Signed by:
SIGNATURE
Brian King
FULL NAME
President & CEO
TITLE
3/21/2025
DATE SIGNED
ATTEST
IT
uSigned by:
immm",
AdAovl Howe
SIGNATURE
Tracy Ackroyd Howe
FULL NAME
City Clerk
TITLE
•3,M/2025
2
Docusign Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Exhibit A
HVAC Proposal- City of Clermont Public Works
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
ElEc Kft A MM06 ilgrmoitiomw A GAs
Program Maintenance Agreement — Maintenance
Prepared for:
City of Clermont Public Works Office
12824 Hancock Road
Clermont, FL 34711
Prepared by:
Westbrook Service Corporation
1411 S. Orange Blossom Trail
Orlando, FL 32805
Phone: (407) 841-3310
8/24/2024
TABLE OF CONTENTS
EXECUTIVE SUMMARY
BENEFITS OF PROGRAM MAINTENANCE
PROGRAM FEATURES
YOUR PROGRAM INVESTMENT
TERMS AND CONDITIONS
APPENDIX A - LIST OF MAINTAINED EQUIPMENT
APPENDIX B - EQUIPMENT MAINTENANCE PROCEDURES
Proposal# RH09242024A Page I of
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
EXECUTIVE SUMMARY
Westbrook Service Corp. would like to thank City of Clermont Public Works Office for this
opportunity to propose the following custom-tailored mechanical maintenance solution for
your heating, ventilation, and air conditioning (HVAC) equipment.
In today's economy, companies like City of Clermont Public Works Office are charged with
finding ways to continually improve upon quality service while containing or reducing costs.
During this time, effective strategic decision -making is crucial to meeting these higher
standards. Westbrook Service Corp. is a resource that offers turnkey integrated mechanical
maintenance solutions designed to help meet these goals. Westbrook Service Corp. is
dedicated to identifying, developing, and implementing strategies that will reduce your costs
through the implementation of optimally designed mechanical maintenance programs and
innovative procurement strategies.
BENEFITS OF PROGRAM MAINTENANCE
The Program Maintenance Agreement you are about to review is the optimum choice for City
of Clermont Public Works Office to maintain its HVAC equipment operation at peak
efficiency. This program is customized to meet all the unique requirements of your specific
HVAC equipment. City of Clermont Public Works Office will experience many benefits from
a well -designed and implemented Program Maintenance Agreement such as the one we are
offering here.
Westbrook Service Corp.'s maintenance program is designed to help you reduce the cost of
operating and maintaining your HVAC systems. Studies have shown that our type of
maintenance program can help you:
• Avoid expensive downtime, employee productivity losses, or tenant turnover.
• Avoid utility waste costs by up to 5- 20%
• Extend the useful life of your equipment by 20% or more.
• Reduce administrative costs associated with managing HVAC services.
Our goal is to help you control your overall maintenance costs via an optimum blend of
predictive, diagnostic, and scheduled maintenance services. With this Program Maintenance
Agreement, City of Clermont Public Works Office will receive the following benefits:
• Operating Cost Savings
• Improved Indoor Air Quality
• Increased Comfort Control
• Program Maintenance Performed Around Your Schedule
• Guaranteed Priority Emergency Service Response
Proposal# RH09242024A Page 2 of 9
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGN
#Ra Kft A MM06 ��R{QHo�naN�N6 GA5
PROGRAM FEATURES
The implementation plan of your Program Maintenance Agreement will include the following
scope of service to be provided on the equipment described in the "List of Maintained
Equipment" located in Appendix A of this Agreement.
Scheduled Inspections: Westbrook Service Corp. will provide 1 Annual and 3 Quarterly
inspections per year in accordance with the "Equipment Maintenance Procedures" located in
Appendix B of this Agreement. The manufacturer's recommendations, equipment application,
and our extensive experience determine the maintenance procedures, which our technicians
precisely follow. Our program includes all maintenance materials, grease and lubricants for
bearings required to perform these procedures. Also included is replacement of any belts that
are found to be worn or broken.
Air Filter Maintenance: Included in your program are 4 air filter changes per
year. Westbrook Service Corp. will provide the labor, materials, and disposal of the used
filters.
Corrective Maintenance and Component Replacement Coverage: The main objective of
this Program Maintenance Agreement is to maintain your equipment at optimum
efficiency. Corrective service repairs or component replacement recommendations will be
presented for approval prior initiating any work beyond the scope of the Standard
Preventative Maintenance Program. Corrective service repairs and component or system
replacements are not covered under the terms of the Standard Preventative Maintenance
Program. Contract Customer rates for service calls placed outside of the planned maintenance
schedule are as follows:
Normal Hours: $110 per hour + $85 trip charge
After Hours: $165 per hour + $85 trip charge
Service Rates are subject to change on an annual basis
Emergency and Trouble Call Coverage: Under this Agreement, we will provide emergency
response between scheduled visits, Monday through Sunday, including holidays, 24 hours per
day to minimize downtime. All emergency service labor and materials are billed at our
standard contract customer rates and are not covered under the terms of the Standard
Preventative Maintenance Agreement.
Service Documentation: We will document all scheduled and unscheduled service work
showing the time, date, name of service technician, equipment identification, and brief
description of work. This documentation will be made available upon request.
Proposal# RH09242024A Page 3 of 9
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
YOUR PROGRAM INVESTMENT
This Program Maintenance Agreement will be for an original term of 1 year, beginning on
9/l/2024. At the end of the original term of this Agreement, the program will automatically
renew from year to year with a 5% price increase. Either party may terminate this Agreement
with written notice forty-five (45) days before the end of the renewal term. City of Clermont
Public Works Office's annual investment in this program is shown below:
TERM
PRICE
%
ADJUSTMENTS
Year 1
$ 1,911
5%
PLEASE CHECK PAYMENT OPTION BOX:
❑ QUARTERLY $ 477
❑ ANNUALLY $ 1,911
The annual Agreement prices shown above can only be adjusted if equipment is added to or
deleted from the original Agreement.
Payment terms will be thirty (30) days after Westbrook Service Corp.'s date of invoice.
Westbrook Service Corp. reserves the right to discontinue its service anytime payments have
not been made as agreed. Failure to make payments when due or impairment of customer's
credit shall relieve Westbrook Service Corp. of any obligations pertaining to work or
performance of work.
Proposal# RH09242024A Page 4 of 9
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
We would appreciate your signature in the space provided below as your
acceptance of this Agreement.
PROPOSAL OFFERED BY:
DATE: August 24, 2024
CUSTOMER ACCEPTANCE
ACCEPTED BY:
TITLE:
DATE:
P.O. #:
Xache0fodoval
JVLaintenance lXepresentative
Westbrook Service Corp. ACCEPTANCE
ACCEPTED BY:
TITLE:
DATE:
Proposal# RH09242024A Page 5 of
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
Prop
EIEt KAL i*PWMMNG AIR{QHDITIdNIN6 GA5
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
#RME Kft i*PWMWNG ilgt%DITIDNU A(As
APPENDIX A - LIST OF MAINTAINED EQUIPMENT
The following HVAC equipment was identified during our survey and will be covered as a
part of City of Clermont Public Works Office's Program Maintenance Agreement.
The covered equipment is located at: Bill to:
City of Clermont Public Works Office City of Clermont Public Works Office
12824 Hancock Road 12824 Hancock Road
Clermont, FL 34711 Clermont, FL 34711
MAINTAINED EQUIPMENT LIST:
TYPE
MAKE
MODEL #
ISERIAL#
ILOCATION
FILTER
I BELT
AHU 1
CSAA025UAL00
H221`86741
IMAIN
(18)16X25X2
IBX67
CU1
TRANE
TTA18043DAB01AE
122231217TA
IEXTERIOR
N/A
I NO
CUTA
TRANE
TTA18043DAB01AE
122231206TA
IEXTERIOR
N/A
N/A
Proposal# RH09242024A Page 7 of
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERYICE 5OLHIGH
ElEt Kft A MM06 �IR{QHDITIdNIN6 GA5
APPENDIX B — EQUIPMENT MAINTENANCE PROCEDURES
Quarterly Maintenance Inspection:
• Replace pleated media filters
• Check coils
• Check system operation and condition of all components
• Visually inspect for refrigerant leaks
• Check belts and drives (adjust and
maintain proper tension and
alignment)
• Inspect all electrical components
• Check safety, capacity, and temperature controls
• Check fan blades
• Check shaft bearings
• Check motor amperages and voltages
• Inspect for rust and corrosion
• Clean and flush drain pan and line
• Install condensate pan tablets
• Report any findings to POC
Annual Maintenance Inspection:
• Perform Quarterly checklist
• Clean the condenser and evaporator coils (If accessible)
• Replace belts (if applicable)
• Lubricate moving parts per manufacturer specifications
• Compressor voltage and amp readings
• Check operating temperatures and pressures
Proposal# RH09242024A Page 8 of 9
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE SOLLIVOH
TERMS AND CONDITIONS
A.) Planned and/or routine maintenance services provided under this Agreement will be performed during normal working hours.
B.) The guarantees and services provided under the scope of this Agreement are conditioned upon City of Clermont Public Works Office operating and maintaining
systems/equipment. will do so according to industry accepted practices and in consideration of our recommendations.
C.) City of Clermont Public Works Office will provide and permit reasonable access to all covered equipment. Westbrook Service Corp. will be allowed to start and stop
equipment as necessary to perform its services and be permitted use of existing facilities and building services.
D.) This proposal assumes that all pieces of equipment are in proper operating condition. Westbrook Service Corp. shall inspect and report to City of Clermont Public
Works Office any malfunctions and defects within thirty (30) days after commencement of the contract. If the equipment cannot be operated within the thirty (30) day
period due to seasonal conditions or other factors beyond our control, the period for initial inspection will be extended for a mutually agreed upon period. Upon completion
of the inspection, it shall be the responsibility of Westbrook Service Corp. to make recommendations and to assist City of Clermont Public Works Office in restoring the
equipment to proper operating condition. However, all restoration costs shall be borne by City of Clermont Public Works Office unless otherwise stated in this
proposal. Any piece of covered equipment will be excluded from liability if the reported recommendations from the inspection are not accepted, and repair work not
performed.
E.) Under no circumstances will Westbrook Service Corp. be responsible for loss of use, loss of profits, increased operating or maintenance expense, claims of City of
Clermont Public Works Office tenants or clients, or any special, indirect, or consequential damages.
F.) Westbrook Service Corp. will not be liable for delays or failure to obligate due to fire, flood, strike, lockout, freezing, unavailability of material, riots, acts of God, or any
cause beyond reasonable control.
G.) Westbrook Service Corp. is not responsible for the removal or disposal of any hazardous materials or any cost associated with these materials unless otherwise noted in
this Agreement.
H.) Westbrook Service Corp. shall not be required to famish any items of equipment, labor, or make special tests recommended or required by insurance companies,
Federal, State, Municipal, or other authorities except as otherwise included in this Agreement.
I.) This Agreement does not include the cleaning of any air passages, grilles, or air balancing of systems.
J.) In the event either party must commence a legal action in order to enforce any rights under this contract, the successful party shall be entitled to all court costs and
reasonable attorney's fees as determined by the court for prosecuting and defending the claim, as the case may be.
K.) Westbrook Service Corp. shall not be liable for the operation of the equipment nor for injuries to persons or damage to property, except those directly due to the
negligent acts or omissions of its employees, and in no event shall it be liable for consequential or speculative damages. It shall not be liable for expense incurred in
removing, replacing, or refinishing any part of the building structure necessary to the execution of this Agreement. It shall not be held liable for any loss by reason of strikes
or labor troubles affecting its employees who perform the service called for herein, delays in transportation, delays caused by priority or preference rating, orders or
regulations established by any government authority, unusual delays in procuring supplies, or for any other cause beyond its reasonable control.
L.) Only Westbrook Service Corp.'s personnel or agent are authorized to perform the work included in the scope of this Agreement. Westbrook Service Corp. may, at its
option, cancel or waive its obligations under this Agreement should non -authorized individuals perform such work.
M.) This Agreement and all rights hereunder shall not be assignable unless approved by Westbrook Service Corp..
N.) Westbrook Service Corp.'s scope of work shall not include the identification, detection, abatement, encapsulation, or removal of asbestos or products or materials
containing asbestos or similar hazardous substances. In the event Westbrook Service Corp. encounters such material in performing its work, Westbrook Service Corp. will
have the right to discontinue work and remove its employees until the hazard is corrected or it is determined no hazard exists.
O.) This Agreement contains the entire contract, and the parties hereby agree that this Agreement has been agreed to and the entire Agreement is then accepted and
approved by an authorized person for both parties. No statement, remarks, agreement, or understanding, oral or written, not contained herein, will be recognized, or
enforced.
P.) City of Clermont Public Works Office acknowledges and agrees that any purchase order issued in accordance with this Agreement, is intended only to establish payment
authority for internal accounting purposes. No purchase order shall be considered a counteroffer, amendment, modification, or other revision to the terms of this
Agreement. No term or condition included in the purchase order will have any force or effect.
Q.) Should the contract be canceled without due cause, City of Clermont Public Works Office shall pay Westbrook Service Corp. 25 % of the annual price in addition to any
previous amount paid.
Proposal# RH09242024A Page 9 of 9
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
EXECUTIVE SUMMARY
Westbrook Service Corp. would like to thank City of Clermont Public Works WH for this
opportunity to propose the following custom-tailored mechanical maintenance solution for
your heating, ventilation, and air conditioning (HVAC) equipment.
In today's economy, companies like City of Clermont Public Works WH are charged with
finding ways to continually improve upon quality service while containing or reducing costs.
During this time, effective strategic decision -making is crucial to meeting these higher
standards. Westbrook Service Corp. is a resource that offers turnkey integrated mechanical
maintenance solutions designed to help meet these goals. Westbrook Service Corp. is
dedicated to identifying, developing, and implementing strategies that will reduce your costs
through the implementation of optimally designed mechanical maintenance programs and
innovative procurement strategies.
BENEFITS OF PROGRAM MAINTENANCE
The Program Maintenance Agreement you are about to review is the optimum choice for City
of Clermont Public Works WH to maintain its HVAC equipment operation at peak
efficiency. This program is customized to meet all the unique requirements of your specific
HVAC equipment. City of Clermont Public Works WH will experience many benefits from a
well -designed and implemented Program Maintenance Agreement such as the one we are
offering here.
Westbrook Service Corp.'s maintenance program is designed to help you reduce the cost of
operating and maintaining your HVAC systems. Studies have shown that our type of
maintenance program can help you:
• Avoid expensive downtime, employee productivity losses, or tenant turnover.
• Avoid utility waste costs by up to 5- 20%
• Extend the useful life of your equipment by 20% or more.
• Reduce administrative costs associated with managing HVAC services.
Our goal is to help you control your overall maintenance costs via an optimum blend of
predictive, diagnostic, and scheduled maintenance services. With this Program Maintenance
Agreement, City of Clermont Public Works WH will receive the following benefits:
• Operating Cost Savings
• Improved Indoor Air Quality
• Increased Comfort Control
• Program Maintenance Performed Around Your Schedule
• Guaranteed Priority Emergency Service Response
Proposal# RH09242024B Page 2 of 8
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGN
#Ra Kft A MM06 ��R{QHo�naN�N6 GA5
PROGRAM FEATURES
The implementation plan of your Program Maintenance Agreement will include the following
scope of service to be provided on the equipment described in the "List of Maintained
Equipment" located in Appendix A of this Agreement.
Scheduled Inspections: Westbrook Service Corp. will provide 1 Annual and 3 Quarterly
inspections per year in accordance with the "Equipment Maintenance Procedures" located in
Appendix B of this Agreement. The manufacturer's recommendations, equipment application,
and our extensive experience determine the maintenance procedures, which our technicians
precisely follow. Our program includes all maintenance materials, grease and lubricants for
bearings required to perform these procedures. Also included is replacement of any belts that
are found to be worn or broken.
Air Filter Maintenance: Included in your program are 4 air filter changes per
year. Westbrook Service Corp. will provide the labor, materials, and disposal of the used
filters.
Corrective Maintenance and Component Replacement Coverage: The main objective of
this Program Maintenance Agreement is to maintain your equipment at optimum
efficiency. Corrective service repairs or component replacement recommendations will be
presented for approval prior initiating any work beyond the scope of the Standard
Preventative Maintenance Program. Corrective service repairs and component or system
replacements are not covered under the terms of the Standard Preventative Maintenance
Program. Contract Customer rates for service calls placed outside of the planned maintenance
schedule are as follows:
Normal Hours: $110 per hour + $85 trip charge
After Hours: $165 per hour + $85 trip charge
Service Rates are subject to change on an annual basis
Emergency and Trouble Call Coverage: Under this Agreement, we will provide emergency
response between scheduled visits, Monday through Sunday, including holidays, 24 hours per
day to minimize downtime. All emergency service labor and materials are billed at our
standard contract customer rates and are not covered under the terms of the Standard
Preventative Maintenance Agreement.
Service Documentation: We will document all scheduled and unscheduled service work
showing the time, date, name of service technician, equipment identification, and brief
description of work. This documentation will be made available upon request.
Proposal# RH09242024B Page 3 of 8
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
YOUR PROGRAM INVESTMENT
This Program Maintenance Agreement will be for an original term of 1 year, beginning on
9/l/2024. At the end of the original term of this Agreement, the program will automatically
renew from year to year with a 5% price increase. Either party may terminate this Agreement
with written notice forty-five (45) days before the end of the renewal term. City of Clermont
Public Works WH's annual investment in this program is shown below:
TERM
PRICE
%
ADJUSTMENTS
Year 1
$ 1,872
5%
PLEASE CHECK PAYMENT OPTION BOX:
❑ QUARTERLY $ 467
❑ ANNUALLY $1872
The annual Agreement prices shown above can only be adjusted if equipment is added to or
deleted from the original Agreement.
Payment terms will be thirty (30) days after Westbrook Service Corp.'s date of invoice.
Westbrook Service Corp. reserves the right to discontinue its service anytime payments have
not been made as agreed. Failure to make payments when due or impairment of customer's
credit shall relieve Westbrook Service Corp. of any obligations pertaining to work or
performance of work.
Proposal# RH09242024B Page 4 of 8
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
We would appreciate your signature in the space provided below as your
acceptance of this Agreement.
PROPOSAL OFFERED BY:
DATE: August 24, 2024
CUSTOMER ACCEPTANCE
ACCEPTED BY:
TITLE:
DATE:
P.O. #:
Xache0fodoval
JVLaintenance lXepresentative
Westbrook Service Corp. ACCEPTANCE
ACCEPTED BY:
TITLE:
DATE:
Proposal# RH09242024B Page 5 of
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE 5OLHIGH
APPENDIX A - LIST OF MAINTAINED EQUIPMENT
The following HVAC equipment was identified during our survey and will be covered as a
part of City of Clermont Public Works WH's Program Maintenance Agreement.
The covered equipment is located at: Bill to:
City of Clermont Public Works WH City of Clermont Public Works Office
12824 Hancock Road 12824 Hancock Road
Clermont, FL 34711 Clermont, FL 34711
MAINTAINED EQUIPMENT LIST:
TYPE
MAKE
MODEL #
SERIAL #
LOCATION
CU2
*****
CACS028D02B001
32212
EXTERIOR
AHU 2
UNITED COOI
OSAH13.5G3ADFTA30-F
230598
SHOP
Proposal# RH09242024B Page 6 of
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERYICE 5OLHIGH
ElEt Kft A MM06 �IR{QHDITIdNIN6 GA5
APPENDIX B — EQUIPMENT MAINTENANCE PROCEDURES
Quarterly Maintenance Inspection:
• Replace pleated media filters
• Check coils
• Check system operation and condition of all components
• Visually inspect for refrigerant leaks
• Check belts and drives (adjust and
maintain proper tension and
alignment)
• Inspect all electrical components
• Check safety, capacity, and temperature controls
• Check fan blades
• Check shaft bearings
• Check motor amperages and voltages
• Inspect for rust and corrosion
• Clean and flush drain pan and line
• Install condensate pan tablets
• Report any findings to POC
Annual Maintenance Inspection:
• Perform Quarterly checklist
• Clean the condenser and evaporator coils (If accessible)
• Replace belts (if applicable)
• Lubricate moving parts per manufacturer specifications
• Compressor voltage and amp readings
• Check operating temperatures and pressures
Proposal# RH09242024B Page 7 of 8
Envelope ID: 5F3709E9-7BBD-4127-A25F-89833604F6F6
Vestbrook
TOUR TOTAL SERVICE SOLHIGH
TERMS AND CONDITIONS
A.) Planned and/or routine maintenance services provided under this Agreement will be performed during normal working hours.
B.) The guarantees and services provided under the scope of this Agreement are conditioned upon City of Clermont Public Works WIT operating and maintaining
systems/equipment. will do so according to industry accepted practices and in consideration of our recommendations.
C.) City of Clermont Public Works WIT will provide and permit reasonable access to all covered equipment. Westbrook Service Corp. will be allowed to start and stop
equipment as necessary to perform its services and be permitted use of existing facilities and building services.
D.) This proposal assumes that all pieces of equipment are in proper operating condition. Westbrook Service Corp. shall inspect and report to City of Clermont Public
Works WH any malfunctions and defects within thirty (30) days after commencement of the contract. If the equipment cannot be operated within the thirty (30) day period
due to seasonal conditions or other factors beyond our control, the period for initial inspection will be extended for a mutually agreed upon period. Upon completion of the
inspection, it shall be the responsibility of Westbrook Service Corp. to make recommendations and to assist City of Clermont Public Works WH in restoring the equipment
to proper operating condition. However, all restoration costs shall be home by City of Clermont Public Works WIT unless otherwise stated in this proposal. Any piece of
covered equipment will be excluded from liability if the reported recommendations from the inspection are not accepted, and repair work not performed.
E.) Under no circumstances will Westbrook Service Corp. be responsible for loss of use, loss of profits, increased operating or maintenance expense, claims of City of
Clermont Public Works WIT tenants or clients, or any special, indirect, or consequential damages.
F.) Westbrook Service Corp. will not be liable for delays or failure to obligate due to fire, flood, strike, lockout, freezing, unavailability of material, riots, acts of God, or any
cause beyond reasonable control.
G.) Westbrook Service Corp. is not responsible for the removal or disposal of any hazardous materials or any cost associated with these materials unless otherwise noted in
this Agreement.
H.) Westbrook Service Corp. shall not be required to famish any items of equipment, labor, or make special tests recommended or required by insurance companies,
Federal, State, Municipal, or other authorities except as otherwise included in this Agreement.
I.) This Agreement does not include the cleaning of any air passages, grilles, or air balancing of systems.
J.) In the event either party must commence a legal action in order to enforce any rights under this contract, the successful party shall be entitled to all court costs and
reasonable attorney's fees as determined by the court for prosecuting and defending the claim, as the case may be.
IG) Westbrook Service Corp. shall not be liable for the operation of the equipment nor for injuries to persons or damage to property, except those directly due to the
negligent acts or omissions of its employees, and in no event shall it be liable for consequential or speculative damages. It shall not be liable for expense incurred in
removing, replacing, or refinishing any part of the building structure necessary to the execution of this Agreement. It shall not be held liable for any loss by reason of strikes
or labor troubles affecting its employees who perform the service called for herein, delays in transportation, delays caused by priority or preference rating, orders or
regulations established by any government authority, unusual delays in procuring supplies, or for any other cause beyond its reasonable control.
L.) Only Westbrook Service Corp.'s personnel or agent are authorized to perform the work included in the scope of this Agreement. Westbrook Service Corp. may, at its
option, cancel or waive its obligations under this Agreement should non -authorized individuals perform such work.
M.) This Agreement and all rights hereunder shall not be assignable unless approved by Westbrook Service Corp..
N.) Westbrook Service Corp.'s scope of work shall not include the identification, detection, abatement, encapsulation, or removal of asbestos or products or materials
containing asbestos or similar hazardous substances. In the event Westbrook Service Corp. encounters such material in performing its work, Westbrook Service Corp. will
have the right to discontinue work and remove its employees until the hazard is corrected or it is determined no hazard exists.
O.) This Agreement contains the entire contract, and the parties hereby agree that this Agreement has been agreed to and the entire Agreement is then accepted and
approved by an authorized person for both parties. No statement, remarks, agreement, or understanding, oral or written, not contained herein, will be recognized, or
enforced.
P.) City of Clermont Public Works WH acknowledges and agrees that any purchase order issued in accordance with this Agreement, is intended only to establish payment
authority for internal accounting purposes. No purchase order shall be considered a counteroffer, amendment, modification, or other revision to the terms of this
Agreement. No term or condition included in the purchase order will have any force or effect.
Q.) Should the contract be canceled without due cause, City of Clermont Public Works WIT shall pay Westbrook Service Corp. 25 % of the annual price in addition to any
previous amount paid.
Proposal# RH09242024B Page 8 of 8
