EXTENDED WARRANTY SERVICE PROPOSALMaintain Your SavingsTM
Tecogen, Inc.
Tecochill Factory
Extended Warranty Service Proposal
Teco eri_II
Afnond Moduli' CHP Slalom
Customer Name: Clearwater Gas
Site Address: 410 Maple Street, Clearwater, FL 33755
Agreement Number:
Date: 10/16/2017
The Driving Force in Cooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
Executive Summary
Teco
Advanced Modular CHP Systems
Thank you for choosing Tecogen as your partner for your energy savings solution provider. We are committed
to working with you to ensure that your investment will continue to deliver energy savings for years to come.
The details of that commitment are in the following pages.
An Extended Warranty Service Agreement will cover
both planned and unplanned service of your
Tecochill System. The agreement assures that
factory recommended preventative maintenance is
executed according to the proper scheduled
intervals, by factory trained, supported and
employed service technicians. It also gives you the
peace of mind knowing that as items wear out over
time; they will be replaced allowing your Tecochill
System to continue to save your facility energy for
years to come! Our proposal is a customized
maintenance strategy designed around the needs of
your facility. Our approach features a combination of
scheduled, predictive, and preventative maintenance services designed to optimize performance and uptime.
Additionally, with an Extended Warranty Service Agreement you can count on:
Lel Priority Response- with this agreement in place you will have service priority, putting you in line ahead of
time and materials customers.
Q Standard Diagnostics- Tecogen's proprietary applications and technologies equip our technicians with the
tools they need
to keep your investment running at optimum performance,
Q Tecogen OEM Parts Guarantee- Assurance that all components will be replaced with guaranteed OEM
parts just like the ones that were installed from the factory.
Q Dedicated Local Tecogen Service Team- Factory employed service technician will provide service, all of
whom will be familiar with your service requirements, your facility, and your territory.
Each Local service team works from a Tecogen service office. Each office is supported with stock piles of
inventory ensuring prompt replacement.
Q Advanced Monitoring Diagnostics- Tecogen's partnership with GE provides our customers with the most
advanced remote monitoring system. Our Real -Time monitoring application permits Internet and app based
monitoring by Tecogen's factory dashboard, Tecogen's local service team and is available for you!
Q Added Value - Proper maintenance can save an estimated 12-18%* of your budget compared to a run -to -
fail approach. A Tecogen Extended Warranty Service Agreement is structured to help you capture those
savings. In addition to financial value, when you partner with Tecogen you can expect:
The Driving Force in Cooling
Tecogen Inc. - 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www,tecogen.com
2
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
4* Dependability and Consistency
Tecogen:La
Advanced Modular CHP Systems
Research has shown that regular maintenance can:
Cut unexpected breakdowns by
Reduce downtime by
Lower equipment repairs and maintenance costs by
Reduce energy consumption by
70-75%*
35-45%*
25-30%*
5-20%*
*Source: FEMP C&M Guide- July 2004
Assigned Service Team - Your service team will consist of our professional Service Coordinator, Service
Technicians, and Territory Manager, all with extensive product knowledge. Our technicians undergo extensive
skills and safety training.
Automated Scheduling System - Tecogen utilizes a computerized scheduling
program to ensure that all services included in the agreement are performed.
Remote Monitoring and Diagnostics - All Tecogen equipment that is covered with
a Tecogen Extended Warranty Service Agreement is fully connected back to our
factory where experts in troubleshooting can log in and view the equipment's real
time operating parameters and assist the technicians on the ground.
1� Superior Service Delivery
Tecogen's OEM Service Delivery Process ensures consistent quality through:
• Uniform service delivery
• Pre -job parts planning
• Documented work procedures
• Efficient and economical delivery of services
• Emphasis on Safety and Environments
Automated fleet monitoring ensures our service technicians are constantly updated with the current status of
all Tecogen equipment in their service territory.
Tecogen's unique service program is unequalled in the industry.
The Driving Force in Cooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
3
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
litI Knowledge Transfer
eco eri
Advanced Modular CHP Systems
Documentation - Work performed on your equipment will be documented by the technician and reviewed
with you at the completion of each visit.
Operational System Optimization - Tecogen technicians will review operating sequences and practices for the
equipment covered by the agreement and advise you of operational improvement opportunities.
Training for Facility Staff- Your Tecogen Technician will provide basic operating instructions for the
equipment, such as start, stop, and checking alarms.
V Health and Safety
Safety Management Program — Tecogen factory service technicians are required to carry an OSHA 10 -hr
certificate or equivalent with yearly retraining on all key occupational safety and health topics. A clean driving
record is an absolute requirement for employment. We take our safety seriously and all service technicians are
provided with up to date personal protective equipment (PPE), as well as training on its use and limitations.
Drug -Free Workplace —Tecogen maintains a Drug -Free Workplace, with a robust drug and alcohol testing
program.
Environmental Management
Oil Disposal - Tecogen removes used oil from your machines and
disposes of it in accordance with the applicable environmental
regulations. Tecogen recycles used oil wherever allowed and
properly disposes of used oil which does not meet the recycling
requirements.
Refrigerant Policy - Tecogen follows strict practices and procedures that are compliant with all Federal and
State laws and regulations concerning the proper handling, storage, and repair of leaks of refrigerants
according to the Environmental Protection Agency regulation 40 CFR Part 82. All service technicians are EPA
608 Universal -certified and use only certified recovery equipment.
Refrigerant Management Program - Tecogen accurately documents and maintains all documents for any and
all Refrigerant Activity for each site. The technician uses a special form to report all refrigerant activity that has
occurred on each piece of equipment. The reports are sent to the cloud and are stored in a data base such
that all refrigerant activity performed by Tecogen technicians throughout the year for each piece of
equipment can be used to satisfy reporting requirements.
The Driving Force in Cooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
4
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
Scope of Services- Standard Inclusions
Provided by your Extended Warranty Service Agreement:
X Scheduled Service Only
Tecogen:)
Advanced Modular CHP Systems
A number of specific service events are performed during Tecogen normal business hours as outlined in the
Tecogen Preventative Maintenance Section of this Agreement. All materials and supplies necessary for the
normal performance of Scheduled Maintenance are covered by the fee.
Under Chiller Scheduled service Tecogen's factory certified technicians shall perform all preventive
maintenance (PM) on the factory -supplied, skid -mounted chiller including engine, coupling, controls,
evaporator, condenser, compressor, compressor oil and refrigerant system.
Under Engine Schedule service Tecogen's factory certified technicians shall perform all preventive
maintenance (PM) on the factory -supplied engine.
These options allow customers the ability to pay on an as needed basis for other non-scheduled service should
they chose.
Chiller Service Complete
Tecogen's superior Chiller Service Complete Agreement covers any and all material and/or labor required to
expeditiously repair an unscheduled event no matter when the failure occurs as part of this agreement. With
this policy you can rest assured all components and pieces of equipment covered in the agreement will be
replaced at no additional expense. This means no surprise billing!
Like our superior, Chiller Service Complete coverage, our Engine Service, covers any and all material and/or labor
required to expeditiously repair an unscheduled event on the engine only no matter when the failure occurs as
part of this agreement
•i Annual Condenser and Dump HX Cleaning
This available annual service ensures your chiller is maintained optimizing efficiency and performance. On an
annual basis Tecogen's technicians will mechanically brush and clean soft scale and algae as it forms on the
tubes of the condenser and dump HX. Allowing this fouling to build up overtime drastically reduces the
chiller's efficiency and performance.
The Driving Force in Cooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
5
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
Cr* Optional System Coverage
The Extended Warranty Service Agreement can include additional services to better enhance your system's
operation. Consult with your Tecogen sales agent to better understand these available options.
TeCOgen.:61.....)1)
Advanced Modular CHP Systems
Available at your choice:
✓ Operator Training for Facility Staff
✓ 24/7 Emergency Service (on as
needed basis)
✓ Refrigerant Warranty
✓ Complete Blanace of Plant
Maintenance
See "Special Terms" in the Pricing and Acceptabe for included items
L% Tecogen Laboratory Analysis
✓ Wireless Remote Montioring System
✓ Advanced Monitoring and
Diagnostic System
✓ System improvement financing
✓ Tube cleaning
Tecogen performs routine analysis and trending of oils and coolant as required. This allows us to predict and
identify when fluids need to be changed, preventing unecessary waste, and system failures.
The Driving Force in Cooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
6
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
Agreement
Customer Address:
Clearwater Gas
777 Maple St
Clearwater, FL 33755
Tecogenle,
Advanced Modular CNP Systems *0)
Site Address:
Gas Administrative &
Operations Building "A"
777 Maple Street
Clearwater, FL 33755
Tecoaen Service Aareement
This Service Agreement consists of the pages beginning with the title page entitled "Agreement," the consecutively
numbered pages immediately following such title page, and includes and ends with the Tecogen Preventative
Maintenance Schedule (collectively, the "Service Agreement" or "Agreement").
Tecogen agrees to inspect and maintain the Covered Equipment hereof according to the terms of this Service Agreement,
including the "Terms and Conditions," and "Scope of Services" sections hereof. Tecogen agrees to give preferential service
to Customer over non -contract customers.
Tecoaen Eauioment Description
Tecogen manufactured equipment covered underthis agreement includes:
Tecogen Module(s). 3
Model #(s): RT -50
Estimated Annual Run Hours: 6,000
Start Date: 10/1/2020
Service Coverage
❑x Chiller Service Complete
❑ Engine Service Complete
❑ Exclude Engine Overhauls
Other Covered Eauipment
Serial #(s): TBD
Estimated Full Load Hours: 3,000
End Date: 9/30/2029
❑ Chiller Service Schedule Service Only
O Engine Service Complete Service
❑x Annual Condenser Cleaning
Other equipment covered under this agreement includes:
Equipment Equipment Tag I Manufacturer I Model #
None
O on Call Service 24/7
❑ on Call Service 24/ 5
❑ Annual Dump HX Cleaning
O Emissions Engine
Serial #
Coverage
Service Fee
The maintenance service charge for the first 12 -month period of the Maintenance Agreement shall be an amount
equal to a flat rate of $47,262.60 payable in monthly installments of $3,938.55 per month.
Auto Renew
ID If un -checked, contract shall not automatically renew following the expiration of the agreement.
Duration of Agreement:
Nine (9) Years
Effective Date:
Startup 10/1/2020
The Driving Force in Cooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451. 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
7
Maintain Your SavingsTM
Tecogeri=l�
Abased Modular CHP Systeme
The Maintenance Agreement on the above equipment is further governed by the Term and Conditions of Maintenance
for Tecogen Cogeneration Systems which forms an internal part of this agreement.
This Agreement is subject to Customer's acceptance of the attached Tecogen Terms and Conditions.
Special Terms
contract bc voided.
Seller shall review the operating history of the
contract will bc voided.
Countersigned:
Frank V. Hibbard
Mayor
Tecogen
Joseph E. Gehret
Printed Name
f
Signati
Digitally signed by Joseph E. Gehret
DN: cn=Joseph E. Gehret,
o=Tecogen, ou,
—Eno il–ln<arh F fm hrm®Tarnrgan rn
m, c=US
Date: 2020.08.04 07:54:29 -04'00'
Director of Field Operations
Title
Date
CITY OF CLEARWATER, FLORIDA
/14---01 By IAMPA0,,z
Approved as to form: Attest:
("14.43711_Laura Mahony Rosemarie Call
Assistant City Attorney City Clerk
William B. Horne II
City Manager
The Driving Force in ooling
Tecogen Inc. • 45 First Avenue, Waltham, MA 02451 • 781-466-6400 • 781-466-6466 (fax) • www.tecogen.com
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
TERMS & CONDITIONS
1 GENERAL The Terms and CoodMena staled herein shall. together with the attached Maintenance Agreement. form the
agreement for maintenance of a TECOCHILL Chiler by a Buyer (Buyer) from TECOGEN Inc.(Seller).
By Its signature hereto, the Buyer agrees that the provisions of this Agreement shall be subject to any term or condition
regarding maintenance set forth in any purchase order, contract, or other document delivered by the Buyer to the Seller.
This agreement covers only the Chiliads) or porlion(s) of the Ch@arts) speed In the attached SERVICE COVERAGE
section of the Maintenance Agreement and manufactured by Seller and not the associated installed equpmenl.
For the purposes of clarifying the specific equipment covered by this Agreement. the following definitions shall apply:
Chiller Service, Scheduled Service Only - Seller's responcbiky shall be for scheduled service 10 the entire Chiliads) as
manufactured by the Seller Including the engine, coupling. controls, evaporator, condenser, compressor. compressor oil
and refrigerant system. and other ladory.supplied, skid -mounted devices, but not 100104kg lents relating to the installation
such as the geld Installed exhaust system, chilled and condenser water piping, power wiring to the Chiller, and similar off -
skid systems. Scheduled Service shall be as defined in the current Service Manual for the relevant )hiller model and
summarized In the attached table entitled 'Tecoct5l Service Interval Gukellne". TECOGEN Inc. reserves the right to
modify this guideline at any time during the Agreement period. The provisions of -Article 5 of this Agreement shall also
appal
Chiller Service Complete - Sellers responsibilities shall be Inose described In the preceding paragraph under "Ciller
Service, Scheduled Service Only", end wlI include in add tion unscheduled service repairs 10 the Chilkv(s) equipment
inoludec under scheduled service described in the preceding paragraph. The provisions of Article 5 and Article 6 shall also
apply.
Ermine Service Complete - Seller's responsibilities shag be those described in the preceding paragraph under "Engine
Service, Schedule Service Only' but will Include In addition unscheduled service repairs l0 the engine and related
equipment. The provisions of Article 5 and Article 6 shall also apply.
2. TERM. The maintenance period under this maintenance agreement shag be as eel forth in the DURATION OF
AGREEMENT section and shag begin on commencement of operation of the Chiller(s) unless otherwise slated.
3. SERVICE ESCALATION. Seller will increase the maintenance service charge rate on each anniversary of the
commencement date of the maintenance period of this Maintenance Agreement by elector equal to Maw rate of increase
in the Consumers Price Index as published by the U.S. Government IOr the year Immediately preceding. plus 2%, a5
specified by attached Tecogen Maintenance Quotation.
4. ACCESS. Buyer will allow Seller and Sellers representatives access to the Chalets) during regular business hours to
perform scheduled and unscheduled maintenance and to make periodic inspections of the Chiller(s).
5. SCHEDULED SERVICE. Seller's representatives shell make routine maintenance visite to the Buyer's CNIIer fadllty at
the seasonal start-up of the Chiller and al intervals prescribed in the 'Tecochill Service Interval Guideline' attached to this
Agreement. The scheduled service tasks performed shall be thos0 listed In this guideline for the portions of the Chiller(s)
specified in me SERVICE COVERAGE section of the Agreement. TECOGEN Inc. reserves the right to modify thio
guideline at any tine during the Agreement period.
Buyer shat notify Seller no Tess then live (5) days in advance of the passage of the most frequent category of Service
Interval. as defined under the EQUIPMENT DESCRIPTION setter of the agreement. In the event that the unit k equipped
with the Tecogen Remote Monitoring and Contra System option (RMCS) his Buyer requirement b waived so long es
Buyer maintains al his expense a working telephone rine and allows Seger telephone access to the Chiller(s).
6. UNSCHEDULED REPAIR SERVICE. In the case that the SERVICE COVERAGE section of the Agreement has been
specified to include complete service coverage. then Seller responsibilities for unscheduled service repair shall be as
follows:
In the event of a breakdown, malfunction, or failure of the Chier(s), Buyer seal promptly notify Seller of such event and
Seller shag use its best efforts to repair the Chiliads); provided, however, that if such breakdown, malfunction, or failure
results from any of the exclusions set forth in this Agreement, Buyer shall reimburse Seller for all service charges paid to
repair the Chillers) at the prevailing rata per hour Of serviceperson time (shop -to -shop), plus all travel expenses and
material cast paid. Any service performed Baer 5100 p.m. will be charged at time and one-half and any service performed
on Sundays will be charged al double time.
In Me evert of a breakdown, malfunction, or fauure of any equpmenl or any pan thereof, outside the ChOar(s). Buyer will
promptly notify Seller al such event.
Buyer shall not, during the term of this Maintenance Agreement, without the prior written consent of Seller, allow any
person other than Sailer or Sellers representative to perforin any maintenance service, repairs, or adjustments to the
Ghiller(s). However. those ectivitles performed by the buyers designated maintenance specialist for the Chiller(s), where
such activities are performed under the eupervision of, or al the request of, representatives or service personnel of Seller,
shell be permitted.
The Sellers responsrt'llies for unscheduled repair shag not extend beyond the portions of the Chiller included In the
Service Coverage Section of this Agreement nor, in any case, to items not pan of the Chiler,
7. EXCLUSIONS. This Maintenance Agreement does not cover any maintenance or repair to any Chillers) That resu0s in
whole or In part from:
a. Willful damage. misconduct, or negligence of Buyer, its employees, agents or invitees;
b. Fire, (heft, or other risks now or hereafter normally covered by an "all risks" pokey of insurance, including extended
coverage;
c. War, riots, civil oornmolion, flood, storm, earthquake, or any simper event;
d. Any alteration, addition to, substitution. or replacement of any part of the Chiler(s) or related electrical, plumbing, or
fuel000ne0t100 rot authorized by Seeer.
e. Adprsiment, maintenance service or repair to the Chilers(s) or related electrical, plumbing. or fuel connections not
authorized by Seger;
C My use of the Chller(s) in any manner other than its designed use,
g. Improper installation of the Chillers) by anyone other than Seller or Seller's authorized representatives.
h. Failure die to corrosion erosbe algae, scaling or slime rased by improperly treated or untreated water in the equipment,
i. Any damage or malfunction resugtng from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or
caused by addle or sludge on Internal surfaces except where water Vestment protection services are provided by
Tecogen as pan of this Agreement;
Buyers failure to keep the Chiller(s) protected from the weather or elements. Includingfreezing;
j
TecogeriirR
Al d Mdahr CNP trdsme
OF MAINTENANCE
k Buyers failure to perform any covenant contained In this Maintenance Agreement.
I. Inspection, maintenance, repair, replacement of or services for: chilled water and condenser water pumps and piping;
electrical disconnect switches or circuit breakers; motor starting equipment Ihat is not factory mounted and
interconnecting power wiring; recording or portable instruments, gauges or thermometers; nonmoving pans or non.
maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells. coils, lubes.
housings, castings, casings, drain pans, panels, duct work; piping, hydraulic, hydronic, pneumatic, gas, or refrigerant;
Insulation; pipe covering; refractory material; fuses, unit cabinets', electrical wiring; ductwork or condult; electrical
distribution system; hydrodc structural supports and similar hems: the appearance of decorative casing or cabinets;
damage sustained by other equipment er systems; ander any failure, misadjustment or design deficiencies In other
equipment or systems;
m. Repairs or replacement of pads made necessary as a result of eleotrkel power failure, low voltage, burned out mein
or branch fuses, low water pressure. vandalism, misuse or abuse, Improper operation, unauthorized allerallen of
Equipment, accident, negligence of Customer or others, damage due to freezing weather, calamity or malicious act;
n. Furnishing any items d equipment, material, or labor, or performing special tests recommended or required by
insurance companies or federal. slate, or local governments;
o. Failure or Inadequacy of any structure or foundation supporting or surrounding the Equipment or any portion thereof;
p. Binding access or alterations that might be necessary to repair or replace Customers exlsingequlpment,
q. The normal function of stating and stopping the Equipment or the opening and closing of valves, dampers or
regulators noneaily installed to protea the Equipment agalnat damage;
r. Valves that are not factory mounted: balance, stop, control, and other vaNes externa to the device unless specifically
included Ir the Agreemerr0
s. Any responsibi.ity for design or redesign of the system or the Equipment, obsolescence, safety tests, or removal or
reinstallation of valve bodes and dampers;
t. Failure of Customer to folksy manufacturer recommendations concurring overhaul and relurblshing of the Equipment;
6. PARTS REPLACEMENT. Buyer agrees that upon replacement of any pads, Lubricants, refrigerants, components, or other
materials by Seller during the term of this Maintenance Agreement, the corresponding Items removed shall become the
property of Sege,
The engine(s)contained in the Chiller(s) will be repaired or replaced as necessary to correct mechanical defects or failures
of en engine. The cost of engrre replacement or repair s included in the maintenance service charge subject to the terms
of Section 7 and Section 10. In the event of engine replacement, Seller will supply a almllar new engine or for engine With
removable cylinder liners, a similar retail( engine. The replaced engine that is removed from the Chiller shat become the
property of Seger.
9. LIMITATIONS OF LIABILITY. In no event shall Seller or its agents be liable for any indirect, incidental, consequential, or
special damages, Including but not limited to loss of use or anticipated profits, whether In an action on contract.
Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed
operations, products lability, contractual liability, advertising Injury, personal Injury, death, and property damage in the
minimum amount of P2,000,000 (two million dollars) per occurrence and 52,000,000 (Iwo million dollars) general aggregate.
10. ACCEPTANCE. Al, orders for maintenance are subject to acceptance in wring by an authorized employee of Seller.
11. OTHER. The leans of this Agreement shall oe binding upon and inure to the benefit of the successors and assigns of each
of the parties hereto. Except as set forth heroin, neither party shall assign any of Its rights or delegate any of es duties
hereunder without the prior writer consent of the other.
The Maintenance Agreement incloding these Terms and Conditions sets forth the entire understereng of the parties
regarding maintenance service d allele) end supersedes all prior agreements, communications, representations or
warranties. whether oral or written, by en officer, employee or representative of either party regarding such maintenance
service.
Any performance or covenant under his Agreement may be waived In writing signed by both paellas. No waiver by either
party of any default shall operate as a waiver of any other default or dam same defeat on a fulu'e occasion
Any change in the terms d this Agreement must ben writing and signed by both parties.
Buyer and Selle, agree that if any p1000100 of this Agreement is heal by any court to be illegal or unenforceable, the
remaining provision shall, to the extent practicable, remain In full force and effect.
This agreement shall be construed and enforced in accordance wth the laws of the Stale of Florida.
12. TERMINATION. This agreement may be terminated by eilner party upon 90 days written notification to Inc other party.
13. SUSPENSION. Service under the Agreement will be suspended upon written notification by Seller to Buyer it maintenance
fees are In arrears.
14, ADDITIONAL CHARGES. In addillon to the maintenance service charge set forth, Buyer shall also be responsible for the
charges incurred as follow:
a. Any outsells rigging charges shall be billed to Buyer at cost.
b. Any outside agency emissions testng charges shag be Pined to Buyer at cost.
c. Any maintenance or service covered by Ills Agreement requested by Buyer to be performed outside normal business
hours shall be baled b Buyer at the difference between regular end overtime hourly rates then ineffeoL
d. Replaoemerd cast for lost refrigerant when loss is due to over -pressurization of the refrigerant system and opening of
the assoclaied pressure relief device(s). Replacement cast due to other causes, the Sellers responsibility is limited to
20% of specified charge per year.
e This agreement covers maintenance for bre TECOGEN equipment specified. Buyer will be billed for any requested
service cats and work clue to problems with the chilling system excluded from this Agreement el Sellers prevailing
Time and Material Rates, including travel time, mileage and actual hours worked. Seller will not exceed two hours of
diagnosis and/or corrective work without the express approval of Buyer.
15. FINANCE CHARGE. Payments and arty applicable late charges shall be paid In accordance with the Florida Prompt
Payment Act
16. COLLECTIONS. Buyer agrees to pay all costs end expenses of collections, including, but not limited to. all Attorneys' fees
incurred up to the maximum permitted by appacabie law.
Initials Date
Z3 11
Date
The Driving Force in Cooling
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9
Tecogen, Inc. Tecochill Extended Warranty Service Agreement
RT Preventative Maintenance Schedule
Tecogen:11
Advanced Modular CNP Syllm
Category
Interval
Item
Action
A
1000 EFLH or
2000
Operating
Hours
(Whichever
Comes First)
1. Air Filter
2. Battery
3. Timing
4. Carburetor
5. Engine Lube Oil
6. PCV Valve
7. Distributor Cap & Rotor
8. Spark Plugs & Wires
9. Coupling
10. Engine Mounts
11. Water Pump Belt
12. Compressor Shaft Seal
13. Compressor Oil
14. Filter Dryer Cores
15. Engine Evaluation
16. Condenser and Radiator
17. General
18. Safety Circuit
1. Replace
2. Inspect
3. Check & Adjust if Necessary
4. Check & Adjust if Necessary
5. Change Reserve Tank and Engine Pan,
Replace Filter
6. Replace
7. Replace
8. Replace
9. Inspect
10. Inspect
11, Inspect & Replace If Necessary
12. Monitor Leakage Rate
13. Check Level, Take Sample and Log
14. Replace (First Season Only, Then as
Required)
15. Blowby & Compression Test (Omit on First
Service)
16. Check, Clean if Necessary
17. Check for Leaks, Check Electrical
Connectors
18. Verify Operation (HTS1 & HTS2)
B
2000 EFLH or
4000
Operating
Hours
(Whichever
Comes First)
1. A Items
2. Engine Coolant
3. Water Pump
1. See above
2. Replace
3. Inspect & Replace
C
Typical Life
1. Engine, Partial
1. Replace as indicated by Blowby and
Compression Tests
E
Seasonal
1. Startup & Shutdown
1. Follow Procedure
The Driving Force in Cooling
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10
City of Clearwater, Florida — Purchase Order Terms and Conditions
1. CHANGES: No alteration in any of the terms, conditions, delivery, price, quality, quantities, or specifications of this purchase order (PO) will be
effective without written consent of the City of Clearwater, Florida (City).
2. HANDLING: No charges will be allowed for handling which includes, but Is not limited to, packing, wrapping, bags, containers, or reels, unless
otherwise stated herein.
3. DELIVERY: For any exception to the delivery date as specified on this order, Vendor shall give prior notification and obtain written approval thereto
from the City. With respect to delivery under this order, time is of the essence, and the order is subject to termination for failure to deliver as
specified. The acceptance by the City of late performance with or without objection or reservation shall not waive this right to claim damage for
such breach nor constitute a waiver of the requirement for the timely performance of any obligation remaining to be performed by Vendor.
4. MSDS AND SAFETY: Material Safety Data Sheets shall be Included with shipments of any material requiring this documentation, per OSHA
regulations, and comply with the Consumer Products Safety Act, and all other applicable state and Federal laws or agency regulations,
5. PAYMENT AND TERMS: The terms of payment shall be as stated. PO numbers must be noted on all invoices. Payment will not be processed until
items invoiced are received and accepted. All payments shall be made in accordance with the Local Government Prompt Payment Act, Florida
Statutes § 218.70. The City offers a credit card payment process (ePayables) and encourages vendors to participate in this program.
6. CASH DISCOUNT: In the event that the City is entitled to a cash discount, the period of computations will commence on the date of receipt of a
correctly completed invoice.
7. ASSIGNMENTS. The provisions of monies due under this PO shall only be assignable with prior written consent of the City.
8. INSURANCE. The Vendor shall maintain insurance acceptable to the City, in full force and effect throughout the term of this purchase order. The
Vendor must provide a Certificate of Insurance with endorsement, naming the City as Additional Insured, in accordance with the insurance
requirements, evidencing such coverage prior to the commencement of work under this agreement, and then annually upon the anniversary date(s)
of the insurance policy's renewal date(s),when applicable. Vendor shall provide thirty (30) days written notice of any cancellation, non- renewal,
termination, material change or reduction in coverage. Vendor's insurance shall be primary and non-contributory coverage for Vendor's negligence.
The stipulated limits of coverage provided by the City, if any, shall not be construed as a limitation of any potential liability to the Vendor, and failure
by the City to request evidence of this insurance shall not be construed as a waiver of Vendor's obligations to provide the insurance coverage
specified.
9. APPLICABLE LAWS: Vendor shall comply with all applicable federal, state, and local laws and regulations. The sole venue of any legal action arising
from execution of this P0, shall be the Pinellas County Superior Court of the State of Florida and the interpretation of the terms of the PO shall be
governed by the laws of the State of Florida.
10. LICENSES: As applicable, vendor shall have a valid and current Business Tax Receipt (BTR) to do business in the City. Said BTR shall be obtained prior
to the award of any purchase order. BTR information available at http://www.mvclearwater.com/gov/depts/planning dev/btr/index.asp
11. SHIPPING INSTRUCTIONS: Unless otherwise specified, all goods are to be shipped prepaid, FOB Destination. When shipping address indicates a
room number and/or inside delivery, it is the Vendor's responsibility to make delivery to that location at no additional charge. Where specific
authorization is granted to ship goods to FOB shipping point, Vendor agrees to prepay all shipping charges and route as instructed. No COD
shipments will be accepted.
12. REJECTION: All goods or materials purchased herein are subject to approval by the City. Any rejection of goods or materials resulting because of
nonconformity to the terms and specifications of this order, whether held by the City or returned, will be at the Vendor's risk andexpense.
13. IDENTIFICATION: All invoices, packing lists, packages, shipping notices, correspondence, and other written documents affecting this order shall
reference the applicable purchase order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this order,
indicating the contents therein.
14. INFRINGEMENTS: Vendor agrees to protect and save harmless, the City against all claims, suits, or proceedings for patent, trademark, copyright, or
franchise infringement arising from the purchases, installation, or use of goods and materials ordered and to assume all expenses and damages
arising from such claims, suits, or proceedings.
15. WARRANTIES: Vendor represents and warrants that the goods are new, current, fully warranted by the manufacturer, and fit for the intended
purpose. Delivered goods will comply with specifications and be free from defects in labor, material, and manufacture. All UCC implied and
expressed warranties are incorporated in this purchase order. Vendor shall transfer all warranties to the City.
16. LIENS, CLAIMS, AND ENCUMBRANCES: Vendor warrants and represents that all the goods and materials ordered herein are free and clear of all
liens, claims, or encumbrances of any kind.
17. RISK OF LOSS: Regardless of FOB Point, vendor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which
occur prior to delivery. Such loss, injury, or destruction shall not release Vendor from any obligation hereunder.
IR HOLD HARMLESS: Vendor shall indemnify, defend, and hold harmless the City and its agencies, their divisions, officers, employees, and agents,
from all claims, suits, or actions of any nature arising out of or related to the activities of vendor, its officers, subcontractors, agents, or employees
under this purchase order up to the limits of the insurance required hereunder. Notwithstanding anything contained herein to the contrary, this
indemnification provision shall not be construed as a waiver of any immunity to which City is entitled or the extent of any limitation of liability
pursuant to § 768.28, Florida Statutes. Furthermore, this provision Is not intended to nor shall be interpreted as limiting or in any way affecting any
defense City may have under § 768.28, Florida Statutes or as consent to be sued by third parties.
19. FORCE MAJEURE: Vendor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, war, riot, delay in transportation
or railcar transport shortages, provided Vendor notifies the Purchasing Manager immediately in writing of such pending or actual
delay. Normally, in the event of any such delays the date of delivery will be extended for a period equal to the time lost due to the reason for
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delay.
20. TERMINATION: (I) The parties may terminate this PO by mutual agreement. (ii) The City may terminate this PO at any time with thirty (30) days
written notice to Vendor; upon receipt of the notice, Vendor shall stop performance and the City shall pay Vendor for goods and/or services
delivered and accepted. (iii) The City may terminate this PO with thirty (30) days written notice if City fails to receive funding, appropriations, or
other expenditure authority. (iv) If Vendor breaches any PO provision or is declared insolvent, the City may terminate this PO for cause with written
notice to Vendor, and Vendor shall be liable for all damages as provided in the UCC.
21 PUBLIC DISCLOSURE: PO and all contents and attachments shall be deemed a public record as defined in Florida Statutes §119.
22. ANTI-TRUST: Vendor and the City recognize that in actual economic practice, overcharges resulting from anti-trust violations are in fact borne by
the City, therefore, Vendor hereby assigns to the City any and all claims for such overcharges.
23. DEFAULT: The Vendor covenants and agrees that in the event suit is instituted by the City for any default on the part of the Vendor and the Vendor
is adjudged by a court of competent jurisdiction to be in default, he shall pay to the City all costs and expenses incurred by the City in connection
therewith, and reasonable attorneys' fees.
24. SEVERABILITY: If a court of competent jurisdiction declares any provision of the PO to be Invalid, the other provisions and the rights and obligations
of the parties remain in effect.
25. ACCEPTANCE: This order expressly limits acceptance to the terms and conditions stated herein. All additional or different terms proposed by Vendor
are objected to and hereby rejected, unless otherwise accepted in writing by the City.
26. ORDER OF PRECEDENCE: When this PO is issued subsequent to the results of a request for quote, bid, or proposal, additional terms and conditions,
if any, contained in the solicitation or resulting contract shall control.
27. NONDISCRIMINATION: During the performance of this P0, the Vendor agrees as follows: (i) The Vendor will not discriminate against any employee
or applicant for employment because of race, creed, color, religion, age, marital status, disability, sex, sexual orientation, or national origin. Such
action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Vendor agrees to post
in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the
provisions of this non-discrimination clause. (ii) The Vendor will furnish all information and reports required by the City and will provide on request
evidence to substantiate compliance with non-discrimination clauses of this PO. (iii) In the event of the Vendor's noncompliance with the clauses
of this PO or with any of such rules, regulations, or orders, this PO may be canceled, terminated, or suspended in whole or in part, and the Vendor
may be declared ineligible for any future City PO.
28. CODE OF ETHICS: Florida Statutes §112.313 provides ethical standards for City personnel; and unethical conduct by others including bidders and
vendors is grounds for debarment. City employees may neither solicit, accept, or agree to accept any gratuity for themselves, their families or others
that results in their personal gain which may affect their impartiality in making decisions on the job. Further, City Procurement staff are also held
accountable to the National Institute of Government Procurement {NIGP) Code of Ethics.
29. COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986. Vendor acknowledges that it is responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 located at 8 U.S.C. 1324 et. seq., and regulations thereto, as either may be amended
from time to time. Failure to comply with the above provisions shall be considered a material breach and shall be grounds for immediate termination
of the agreement, at the discretion of the City.
30. TAX EXEMPTION: The City's Florida State Sales Tax Exemption Number is 85-8012740095C-1 and Federal Tax ID Number is59-6000-289.
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