Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agreement_General_11/15/2021_Trane US Inc.
VILLAGE OF TEQUESTA AGREEMENT FOR AIR CONDITIONING SERVICES THIS AGREEMENT FOR AIR CONDITIONING SERVICES is entered into this .day of October, 2021, and effective retroactively to October 1, 2021 as applicable, by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter the "Village'; and TRANS U.S. INC., a foreign corporation authorized to do business in Florida, with local offices located at 2884 Corporate Way, Miramar, Florida 33025, hereinafter the "Contractor" and collectively with the Village, the "Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1.' SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide air conditioning services on an as -needed basis for Village Hall and the Public Safety Building facilities (the "Services") for the Village's Public Works Department. pursuant to all applicable statutory, licensing and Village code requirements. This Agreement is procured as a "sole source,$ ontract pursuant to the Contractor's Sole Source pcta}xr (4,c.os � proposal letter, dated SCPt@Mb@F an attached hereto as Exhibit "A". 2. COMPENSATION: In consideration for the above Scope of Services, and pursuant to Exhibit "A", pricing shall be as follows: • BAS — Straight Time $166.00/hour; Overtime $249.00/hour; Holiday $332.00/hour; • Mechanical - Straight Time $150.00/hour; Overtime $225.00/hour; Holiday $300.00/hour. In consideration for the above Scope of Services, and pursuant to Contractor's three (3) Renewal Letters, attached as Exhibits "B", "C", and "D," the Village shall pay the Contractor a total amount not to exceed twelve thousand, five hundred eighty-seven dollars ($12,587.00) annually, and not to exceed thirty-seven thousand, seven hundred sixty-one dollars ($37,761.00) over the entire term of this Agreement. The Village shall pay the Contractor after receipt of the Services, and within forty five (45) days of receipt of an invoice documenting the amount due. Page I of 7 Of employee -employer or principal -agent is or shall be created hereby, nor shall hereafter exist by reason of the performance of the services herein provided. 8. INSPECTOR GENERAL: Pursuant to Sections 2421 2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 9. E-VERIFY ELIGIBILITY• The Contractor warrants and represents that it is in compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1, 2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers; and (2) verify that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(l)(k), Florida Statutes, as may be amended. The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The Village shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(I), Florida Statutes, as may be amended If the Contractor has a good faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be amended, the Village shall notify the Contractor to terminate its contract with the subconsultant and the Contractor shall immediately terminate its contract with the subconsultant. In the event of such contract termination, the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. Page 3 of 7 hereto, and required insurance certificates constitute the entire Agreement between both Parties; no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in Scope of Services. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK, Page 5 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: TRANE U.S. INC. By: Out NTans "7&-- 4 Authorized Signatory Authorized Signatory (Corporate Seal) Av-t, 6CA,� RC'f-K 44 tll� VILLAGE OF TEQUESTA 4C.Zjil— - 151', ATTEST: By: Frxnk7D4Ainbrq4jjrA4ayDp 14 fd Lori McW1-11—iams, MMC Village Clerk SEAL -..INCORPORATED Page 7 of 7 ....... .......... Ex. A a— TJMNE� October 19, 2021 Village of Tequesta Superintendent Public Works 136 Bridge Road Tequesta, FL 33469 Trane US Inc. 2884 Corporate Way Miramar, FL 33025 Phone: (561)683-8227, Fax: (561)697-8714 The following letter is being provided to you explaining the reasons South Florida Trane is the OEM sole source provider of Trane HVAC equipment and Tracer Summit Building Automation Controls in this market. • Trane US Inc. is the exclusive representative of the Trane product and software line used in your facilities. • Trane US Inc. is the sole source warranty agent for the Trane Mechanical Systems and Tracer Building Automation Systems in South Florida. Spanning from Vero Beach to the Florida Keys. • Trane US Inc. solely employs certified Tracer Building Automation System technicians in South Florida. • All software programming and engineering on the existing Tracer Building Automation System has been performed in house by South Florida Trane. • Trane US Inc. is the exclusive parts outlet for Trane Mechanical Systems and Tracer Building Automation Systems in South Florida. • As a factory representative, Trane US Inc. has access to proprietary software used to establish remote communication via modem to hundreds of Tracer Building Automation Systems located in various facilities. This software provides significant and valuable advantages such as troubleshooting and monitoring capabilities as well as database back-up. • Trane US Inc. Technicians carry or have access to specially designed tools and test equipment required to service Tracer Building Automation and Mechanical Systems properly. • Trane US Inc. provides training on Trane Mechanical Systems and Tracer Building Automation Systems. • Trane US Inc. provided "Start Up" on the Tracer Building Automation Systems at your facility. • Trane US Inc. is continuously posted on software and hardware enhancements and/or revisions for the Tracer Building Automation and Mechanical Systems equipment. Allowing constant interface between mechanical equipment and Trane Tracer Summit. • Trane US Inc. is the sole provider, and Trane is the sole manufacturer of both the Trane Tracer Building Automation and Mechanical Systems equipment. In addition, South Florida Trane solely understands the complex relationship between the two; South Florida Trane is the sole source provider of extended warranties on this Trane HVAC System. The above list includes many of the reasons why Trane US Inc. is a sole source provider for many owners and facilities in South Florida. To provide a "Best -in Class" level of service to the Village of Tequesta, South Florida Trane is recommending that we become your sole source provider for Trane products and services. Please call if you need additional information. Labor Rates per Hour: BAS I Straight Time $1661Hr Overtime $2491Hr Holidays $3321Hr Mechanical I Straight Time $1501Hr Overtime $2251Hr Holiday $3001Hr Respectfully Submitted, Will worth Account Manager Trane October 19, 2021 www.trane.com Ex. B Proposal ID: 2594788 September 29, 2021 Village of Tequesta 345 Village Drive Tequesta, FL 33469 O. r� 'y� eIsk Trane U.S. Inc. 6965 Vista Parkway North, Ste. 11 West Palm Beach, FL 33411 Fax: (561) 697-8714 Service Contact: (561) 683-1521 Site Address: Tequesta Village Hail 345 Village Drive Tequesta, FL 33469 SUBJECT: Continuation of Service Agreement 2594788 — Mechanical & BAS Scheduled Service Agreement Your Trane Service Agreement is scheduled for renewal on 101112021. To assure that there will be no interruption of service and benefits to Tequesta Village Hall your Service Agreement will be extended through 913012024. The adjusted Service Fees for the renewal term for all sites is set forth in the following table: Contract Year Annual Amount USD Payment Term Year 1 $4,196.00 Annual Year 2 $4,196.00 Annual Year 3 $4,196.00 Annual If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing 30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services beyond the renewal date at our standard time and material rates. Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to select this discount option. SCOPE OF SERVICE The Scope of Service for the new agreement period will remain the same as delivered in the current period. The hourly labor rates for Building Automation and Mechanical Technicians will be adjusted to the following: BAS I Straight Time $1661Hr Overtime $2491Hr Holidays $3321Hr Mechanical I Straight Time $1501Hr Overtime $2251Hr Holiday $3001Hr TERMS & CONDITIONS Terms & Conditions for the renewal period are attached. CLARIFICATIONS If Village of Tequesta accounting procedures require a purchase order for the renewal term, please provide your purchase order number to Trane no less than 30 days prior to the renewal date. ©2021 Trane All rights reserved Page 1 of 5 Renewal Agreement Proposal ID: 2594788 We value your business and look forward to continuing to serve and contribute to your organization's success. Sincerely, Will Worth Account Manager Trane Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane's License Number: CACO23485 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 executive 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 (US), provincial (Canada) 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 appropriate 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. ©2021 Trane All rights reserved Page 2 of 5 Renewal Agreement Proposal ID: 2594788 TERMS AND CONDITIONS (SERVICE) "Company" shall mean Trans U.S. Inc.. 1. Agreement. These terms and conditions ("Terms") 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 following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance and repair (the "Maintenance Services') on equipment (the 'Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these Terms as "Energy and Building Performance Services"). COMPANY S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms'), available at httas:llwww.tane.com[TraneConnectedServicesTerms as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered 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 these 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 perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's counter-offer will be deemed accepted. Customer's acceptance of performance 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 Services provided by Company to the date of cancellation. 4, Fees and Taxes. Fees for the Services (the "Service Fees') are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. in addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate. 5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or comply with any material provision of this Agreement. 7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. in no event shall Company have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. 8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the following: (a) Any guarantee of room conditions or system performance; (b) 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 that is not factory mounted and interconnecting power wiring: recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells, coils, tubes, 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 conduit; electrical distribution system; hydronic structural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically included in the Agreement; G) Any responsibility for design or redesign of the system or the Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recommendations concerning teardown and internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions'), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (i7 Operation ©2021 Trane All rights reserved Page 3 of 5 Renewal Agreement Proposal ID2594788 of any equipment; and (Wi) Any clairna, damages, losses, or expenses, arising from or rutted to work done by or rnervims provided by individuals or entities that are not employed by w hired toy Company, 19, Ltmbad Warrantvp, Company warrants that: (a) me material marivalactweul by Company and patented to Customer in perfomaaan of the Sonne ss is free from Ada in material and manufacture for a period of 12 months from the earlier of tho date of eqUipment start-up of repiatsemard: and (b) the Nabctltabraur porter of the Ielainio nancce Services and Additional Work has bow property performed for a period of 90 do" from date of completion (tha "Limited Warranty"). Company obligations of equipriem slit -Lip, if any we stated in the Proposal, are cotarmin uws with the Limited Warranty period. i3efects must be reportad to Company within the Limited Warranty period. Company's obligation under the Limited Warmly is k-ited to repairing or replacing The defective peat at its option and to correcting any labordfabohur irnpropedy p&forrned by Company, No Iiab ry wnatsoe^ver shad allch to Company until too Vairtaeance Services and Addlib anal Work have bean paid for in U. Exclusions from inks Warranty Include clams, 1 , damages and expernsas In any way connocled'with., ralated to or arising from failure or malfunction of equipment clue to the f xirsg: wear and tear, end of Iife failure. Corrosion; erosion: deterioration; Customer"a failure to follow the C warty provided maintenance plan; unauthorized or roper maintenance; uuriatrtiwri Ged or improper parts or material; refrigerant not supplied by Trans; and modifications made by others to equiprnert, Company shall not be otiligated to pay for the roast of last refrigerant or lost product Some Components of equiipmera maflnafaCtltreed by Company may be warranted direly frorn the component suppiieaf, rn which case this Limited Warranty shall not apply to Moss, compoinati is arced any wairranty of such components, shall be the warranty given by sum corrrpor,ena suppther. Notwithstanding the foregoing, all warranties provided therein min" upon to rminatio n or camcellsttion of this Agreement. Equipment, reatehal arKPor parts that are hot manufaMred rays Corinpwly are not warranteet by Company and have such warranties as may be<extended Cry the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER TWA AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT ONCLUDiNG NEOLIGENC4 EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WPLIIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES. OR ANY COMPONENT THEREOF, NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PUIIPOSEy IS MADE REGARfMG PREVENTING, ELWANATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA. VIRUS, MECROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, 'CONTAMINANTS" ), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERME. IN NO EVENT SHALL TRADE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTiON OR INNEInION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. 11. Indematty. To the maximum extent pemwftd by law, Company and Customer shag indettr,ifyr and hold hornless each other from say and all cams. actions, .asts, expel s, darnka"s and bit ' . Including reasonable attorneys' Iliset, resulting trom death or bodily fury or damage to real or personal property, to the extent caused by the rteg4since or misconduct of the indnritn'rfying party, anWor is respective employees or other authorized agents in c,onnac bm with their activities vefthin the scope of ttris Agreement Neither party shall irtdamrlfy the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or orsrissions of the other party or third pwbae. If the patties are both at fault, the obtigaation to Indemnify shall be proportional to their relative fault. The duty to inoeertnify and hold hamtess will continue tinue in fug ford and effect, notwithstanding the expfratkxn or early tarmination of this Agreement, watt respect to any maims based on fags or ocirWaklow than occurred prior to etxptatlo n or terrnilrteticn of this Agreement, 12, Lkmkaaibon of Llabgltyr. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL., INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNIITVVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY,' STATUTE, TORT (INaCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THLS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAM" CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE"), STRICT LIABIL'TY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITI INAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. iN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES ft"ETHER DIRECT OR MRIECT) RESULTING FROM Mtn DIMOULD, FUNGUS; BACTERIA, MiCRCOAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS, TO THE MAXiMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF T1 E FOLLOWING IN CONNECTION WiTH PROVIDING THE ENERGY AND WILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY iN OPERATION OR TRANSMISSION; CUSTOMERS NETWORK SECURITY; COMPUTER VIRUS: COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA;, GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR CtOMMUNICATKONS NETWORK, 1$, COVID-19 LIMITATION ON LIABILITY. The transmission of COVID-19 may occur in a variety of ways and oacumstaarues, many of the ads of which are oxrrai n ly not know. H'VAC systems, producls, services and other offeRtngs have not been Iesled for then effectiveness in reducing the spread W C014D.19, mctu,din thwAirin the M to closed environments, IN NO EVENT WILL TRANS BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COM-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF'I (COLLECTIVELY, " COVIO-19 LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVIO-19 LIABILITES, 14, Asbestos and Hazardous MaRertals, The Swmes expressly exclude any identittc ltion, abatement, cleanup, control, disposal, removat or other worts. connott+ed with asbestos biphenyl (`PC1f , o€ odxer hazardous r r is (aXili Iry , °Hazardous hNat ls"�. Crustoer►erwarraeas and represents that gnare are no Hazardous fANatrelals on the prernw s that will in anyway affreCt Compasty's performance, except as set forth In a wrung signed by Company disclosing the exists and location of any Hazardous Materials in all areas within which Company will be perfonrring. Should Ccenparay become aware of or suspect the presence of Hazardous Materials, Company may munediately stop work in the affected area and notiFy Custorner. Cusl7mer will be responsible for ocxreeting the conchilon In accordance with a applicable laws and regulations, Cusiciner shall to exclusively responsible for and shall indemnify and hold fharrniess Company (Induditng its employs", agents and subcontractors) from and "nst any toss, claim, Iiabilty, fees, ponapJes, Injury findildahg death) of liability of any nature, and the payment thereof, arrsllg out of or relating to any Hazardous Materials. on or about the promises, rout brougfa onto the prertllises by Company. Company sl-1 be required to resuurnsi padolm ance only It the absence of Hazardous l inert als or when the affo ted ama has been rendered harmless. In no even shall Company be ob igated W transport or handle Hazardous I'Awerial.s, provide arry r ilices to any goovemmerrtal agency, or exantine the premises We for the presence of Hazardous Materials_ 1S. Insurance. Company agrees to maintain the folirwv insurar" during the term of this Agreement with limas rA Was than sfhtYYln below and wig, upon request from Customer, provide a Cerdficaile of e✓iatericing the following cciveagoili: Commercial Benerw Liability $2,000,000 per occurrence Autorrobiiie Liability $2,000,Oti0 CSL Workers Compensation Statutory Lknft If Customer fins requested tb De named as an additional instred under Company's insurance pot". Company wilt do so but only sub)ect to Company's manuscript additional insured endorsement under its primary Commercial General Liability pokier. In no event Wes Company or its Insurer waive "hits of subrogation, I& Force Majeure. Company's duty to perform under this Agreement is tingent: upon the norr.or_curronce of an Evora of Face Majeure. H Company is unable to carry out any material obligation under arts Agroamea daua tot an Event of Ford Majhoure, this Agreametnt shall at Company's auction t) remain in wfeCt but Company's ny's obligations small be suspended until the uncontrollable event terminates or (l) be terminated upon 10 days' notice to Customer, in which evi;w t Customer shall pay Company for all parts of the Services furnished to the date of tetmanation. An "Event of Farce Majeure''shag mermen any cause or everd beyond the ccintml of Company. Wftbotrt Iimitrg the ag+oirg. `Event of Force lure, nudes: sets of God; acts of terrorism, war or the putt enemy: flood, earthquake; lightning; tornado; storm; Are; cry diz rye; pandernlc; insurrections; riots, IabarAaNCsotir disputes; tabortletwta or material shortages from the usual sources of supply; sabotagw, restraint by court order or public authority (vitiathor valid or invalid), aril acflon or non -action by or irrabatty, to obtain or keep in force Ole neaassary goverraraaarArR authorizations, permits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that divetta ether the material or the finished product to the direct or Indirect benefit of the government. 17. Madntenance Services Other Than Solely Scheduled Service.. t Company's, Maintenance Services hereunder are not lanited wiely to Si dntexl Service, Via Wowing prov , shy also apply, (a) Required restolr0w shall be performed try Customer at its c ostt Prior to Company being okhoed to perform hareunder; C2021 inane Ad rights reserved Page 4 of 5 Renewal Agreenwwt Proposal ID2594788 (b) any changes, a4w"er+ts, service or repers nuide to the Equipment by any party other than Company, unless approved by Convany at writing, may, at Company's option, terminate Company's Wigatioa to renderfurther rther service to the Eqtiiipment so affected; in skin can no refund of any portion of the Service Fees Mal be male, am (c) Cyr shall (I) prey notlify Company of any unusual performance of Equipment; (ii) permit only Company personnel to repair or adjust Equipment andlor controls during the Terra or a Renewal Terri; and (lit) ublift qualified personnel to property grate the Equipment in accordance with the applicable operating manuals aril rerorrervnded procedures. It General. Except as provided below, to the areaximurn extent provided by taw., this Agreement is ream and shall be interpreted and ertlwood in accordance with the taws of the state or province in whirls Company performs the Services. Any d apute arising under or rotating to this Agreement anal be decided by jugslion in a revert of competent Jurisdiction tocated in the state or pramce, in ~ the Services are Wormed, To the extent the premier we owned sn&or operated by any agency of the tlniW States Federal Governerwr4, determination of any substantive issue of Iivy shed be acranding to time Urlted $latas Federal commorn law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards at contract appeals of the United Slates Federal Cacivernrnent. This Agreement contains all of the agreements, representations and understandings of the pies and supersedes all previous un"nstardings, cornmitrnerits or agreements, oral or written, related too the Services. If any term or condition of this Agreement is invalid, ibegal or Incapable of being enforced by any ram of law, all other Teams of Its Agreement will neverineless retrain in fu6 foroe and effect as"as the economic or legal sillostarice, of the transaction contemplated hereby is not affected in a marner adverse to any lowly hereto, Customer may not Win, transfer, or convey this Agvteinnenl, or any part hared, without the writtan consent of Company, Subject to the foregoing, this AWaament shall bind and Inure to the ban,elt of the parries hereto and their permitted succassos and arms. This Agreement may be executed in several counterparts, each of which when executed shA be deemed to be an original, but all together shag constitute but one and the same Agreement. A fully executed facsimile copy hansof or the several counterparts shall suffice as an original, Customer tray rapt assign, transfer, or convey this Agreement, or any part hereof, or its right We orinterest herem, elthout the written consent of Curr4aany. Subject to the foregoing, this Agreement shall be bonding upon and inure to the benefit of the parties' respective successors and ash, No failure or delay by the Company to end any right or exercising any remedy under this Agreement snal be deemed to be a watver by this Company of any dghrt or remedy, 1$. Equal Employment Opportunity/Affirmative fiction Clauas& Company is a federal contractor that conaspliees fully with Executive Order 11246. as arnerided, and the applicable relations contained In 41 C.F.R. Parts 60-1 through 80-60, 29 U.S.C_ Section 793 and the applicable raguiations contained in 41 C.F.R. Part 60-741; and 36 U,S.C, Section 4212 and the applicable regulations contained in 41 C,F.R_ Part E0-250 Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regardirg the notice of employee rights in the Uruted Suites and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1 2 (UAQ 1982, c. 1 t arad applicable P(oviridal Human Rigt+tts C'c s and employrrient bow in Canada, 20. U.S. Government Services. The folowitV provision apples only to dirtet sates by Company to tho US GovarnnwaL The Parties 8WOVAOdge that all items or se &Ais ordered and delivered under this Agreement are Commercial Items as defired under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to *commencer suppliers and that are coraained in FAR 52.212- 5(e}tt), Company complies wlhr 52.219-6 or 52,219-9 in is service and installation contracting buosolesa. The following provision apolas only to indirect "as by Comptavy to the US t3ovarfrment, As a Commercial Item Subcontractor, Company accepts only the folloriving mandatoa+,/ flow down provisions; 52,219- 6; 52,222-26- 52.222-ft 62,222-36; 62222-39: 52.247.64, If the Soroces are it connection with a U:S. Gowriment contract, Customer certfts drat It has provided and will provide current gate, and complete information, representation and certifications to at government officials, Including but not limited to the comracting of kaer and officials of the Small Business Administration, on all matters related to the prime contract, irK*Aktg but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and unlit Customer provides Company,M11h a true, issued and complete executed copy of the prime cured. Upon request, Customer will provide copies to C.00npany of al regttes;ted written corrimunications. with eery government r>lticiai retated to the im contract p6or to or concurred with the execution thereof, intludikV but not limited to any cerramunicarallaited to Customer's ownership, aligibility or portormsrnce of the prima oortrad, Customer will obtain wnttten aulhorization and approval from Company prior to providing any gomenmxwnt official any about Cosnparrfs performance of the Services that are Ito subject of the Proposal or this Agree sent, other than the Proposal or this Agreement. 21, Limilted Welvar of Sovereign imnyw4ty. If Customar is an Indian tribe (in the U.S.) or a First Nation or Sand Council (in Canada), Custorner, whe"ner acting, in Its capacity as a govemmed, governmental entity, a duly organized corporate enemy or otherr/ise, for itself and for its agents, successors, and as"rls (1) hereby provides Nils lmitad waiver or Its sovereign immunity as to any dames, claims, lawsult, or carte of action (herein 'Action') brought agaienst Custorrier by Company and anwV or alleged to arise out of tale furnishing by Cornparry of any act or service under this Agreament, Miother such Action is based in contract, tart strict liability. civil liability or any ocher legal theory; (2) agrees that juuisdirkon and venue for any such Action shy be proper and valid (a) if Customer is in the U.S., in any state or United Stew court locked in the state in which Company is performing #as Agreement or (b) if Customer is in C.eraida, in the superior co,.rrt of the province or tamilory in which the work was performed; (3) exprlassly, consents to such Action, and waives any ot#"on to jurisdiction or value; (4) Waives any requirement of wdlaustion of tribal court or administrative remedies fat any Action arising ow of or related to this Agreement and (6) Wressly acicrxavrfedgas and agrees that Company Is not subject to the Jurisdiction of Cust rnaes tribal coat or any similar tribal forum, that Customer will not bring any action against Company in tribal orsurt, and that Customer will not avail itself of any ruling or drection of the Intel count permitting or directing it to suspend its payment or either obbgatsons undo #*a Agreement. The incWidual signing on behalf of Customer warrants and represents that such iridlividual is duly sullhonzed to provide this waiver and erg into this Agreement and that this Agreement constbu4as the valid and legally binding oblation of Customer, enforceable in acc ordarice wits its terms, 1.26.130-7 (0720) &upersedes 1-26-130-7 (0919) CD2021 7rane Ali rights reserved Page 5 of 5 Renewal Agreement Ex. C Proposal ID: 2598814A September 29, 2021 Village of Tequesta 345 Village Drive Tequesta, FL 33469 %/ ` XWE 'A �.. SL Va.A "%k' Trane U.S. Inc. 6965 Vista Parkway North,, Ste. 11 West Palm Beach, FL 33411 Fax: (561) 697-8714 Service Contact: (561) 683-1521 Site Address: Tequesta Public Safety Facility 357 Village Drive Tequesta, FL 33469 SUBJECT: Continuation of Service Agreement 2598814A — Mechanical Scheduled Service Agreement Your Trane Service Agreement is scheduled for renewal on 1011/2021. To assure that there will be no interruption of service and benefits to Tequesta Public Safety your Service Agreement will be extended through 9/30/2024. The adjusted Service Fees for the renewal term for all sites is set forth in the following table: Contract Year Annual Amount USD Payment Term Year 1 $5,595 Annual Year 2 $5,595 Annual Year 3 $5,595 Annual If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing 30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services beyond the renewal date at our standard time and material rates. Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to select this discount option. SCOPE OF SERVICE The Scope of Service for the new agreement period will remain the same as delivered in the current period. The hourly labor rates for Building Automation and Mechanical Technicians will be adjusted to the following: BAS I Straight Time $166/Hr Overtime $249IHr Holidays $332/Hr Mechanical I Straight Time $150/Hr Overtime $225/Hr Holiday $300/Hr TERMS & CONDITIONS Terms & Conditions for the renewal period are attached. CLAW1CATIONS If Village of Tequesta accounting procedures require a purchase order for the renewal term, please provide your purchase order number to Trane no less than 30 days prior to the renewal date. ©2021 Trane All rights reserved Page 1 of 5 Renewal Agreement Proposal ID: 2598814A We value your business and look forward to continuing to serve and contribute to your organization's success. Sincerely, Will Worth Account Manager Trane Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane's License Number: CACO23485 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 executive 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 (US), provincial (Canada) 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 appropriate 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. ©2021 Trane All rights reserved Page 2 of 5 Renewal Agreement Proposal ID: 2598814A TERMS AND CONDITIONS (SERVICE) "Company" shall mean Trans U.S. Inc.. 1. Agreement. These terms and conditions ("Terms") 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 following commercial services as stated in the Proposal (collectively, the "Services'): inspection, maintenance and repair (the "Maintenance Services") on equipment (the "Covered Equipment'), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these Terms as "Energy and Building Performance services. COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms'), available at https://www.trans.com[TraneConnectedServicesTerms as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terns. 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered 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 these 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 terns and as Company's counter-offer to perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's counter-offer will be deemed accepted. Customers acceptance of performance 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 Customers obligation to pay for Services provided by Company to the date of cancellation. 4. Fees and Taxes. Fees for the Services (the "Service Fees') are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. in addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate. S. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend performance or terminate this Agreement by delivery of written notice dedaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or comply with any material provision of this Agreement. 7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customers expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. in no event shall Company have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. 8. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the following: (a) Any guarantee of room conditions or system performance; (b) 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 that is not factory mounted and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells, coils, tubes, 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 conduit; electrical distribution system; hydronic structural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (a) Furnishing any items of equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically included in the Agreement; Q) Any responsibility for design or redesign of the system or the Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers;. (k) Any services, claims, or damages arising out of Customer's failure to comply with its obligations under this Agreement; (I) Failure of Customer to follow manufacturer recommendations concerning teardown and Internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation ©2021 Trane All rights reserved Page 3 of 5 Renewal Agreement Propo" ID, 2598814A of any equipment, and (W) Any claims, damages, tosses, or expeneas, Wising from or related W work done by or services provided by individuals or mull es that are not emp"O by w hired by Company, 10, Limited WarfsntY, Company wartards that: it) the material manufactured by Company and provided to Customer in performarica of the ServVes is free from defects In rnitiftinal and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replammiwd: and (b) the tabor4about portion of the Wimenanoe Services and Additional Work h" bow property perforryied for a period of 90 days from date Of corripbstion, (the LjmAed iNarranity"). Company obiligaitions of equipment siart-Lipt if any are stated in The proposal, are cotierminouavvith the Limited Warranty period. Ddem muss be reported to Company within the Limited Warranty period. Company's obligation under the Limsted Warranty is lanfted to repiairing or replacing the defective Part at its Option and W cafrocting any labo(Aabour improperty performed by Company, No Ijabety, what ever " auch to Company until Me Maintenance Services and A Work have been paid tot, M full. Excliusions from this Warranty include claims, losses, damages and expenses in any way conmeted with, related to or arising from failure or malfunction of equipment due to the ftillltowing: wear mid tear-, end of I& failure; corrosion. arosion; deterioration; Custornaes failure to follow the CorVany-provided maintenance plan; unaudhonzed or irnproper maintenance: unauthorized or improper Parts or malenal; refrigerant not supplied by Trans, and modifications made by others to equipmaint, Company shell not be obligated to pay for the coitt of lost refrigerant or I" produa Some GorripprWrits of eqwManit manufactured by ConVany may be warranted directly from the component supow, in which case this Limirlecl Warranty shall not apply to mose comPorienits arid any warranty of $00 C00'"Aillirris shall 00 tha Warranty given by SuCt C0111"Vent SUPOW, NrAwithsland mg V* foregoing, all wwartites provided harein terminate upon termination or cancellation of this Agreement. Equipment, material ancVor parts that are not manufactured by Company are not warranted by Company and breve such warrantes, as may be extended bay the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAM PROVIDED By COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT ONCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR tN FACT, INCLUDING ANY IMPLIED WAfMANTIEs OF MERCHANTAOU" AND FITNESS FOR A PARTICULAR PURPOSE ANVOR OTHERS ARISMG FROM COURSE Of DEALING OR TRADE, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUONG ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY ANWOR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, NO REPRESENTATION OR WARRANTY OF ANY MIND, INCLUDING WARRANTY OF MERCHANTAENLITY OR FITNESS FOR PARTICULAR PURPOSE, tS MADE REGARDING PREVENTIMM ELIMINATING, REDUCING OR INHISITM ANY MOLD, FUN"$, BACTERIA, VIRUS, MICROBIAL GROWITK OR ANY OTHER CONTAMINANTS fINCLUOING COVID-10 OR ANY SIMILAR VIRUS) (COLLECTIVELY, -CONTAMINANTS-), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE, IN NO EVENT SHALL TRANS HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR D"BrnON OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EOWPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWILDGES AND AGREES THERETO. 11. Indemnity, To the maxienum extent pernutIc-0 by law, CQmparvy arid Customer MW indemnity and hold harrriless, &acn other from any anid so C1,eirrill, action$, costil. expenses, damages and habillifift, includirig reasonable attorneys' fees, remitting trout d"Ln or bodily irqury or daniage to wai or Ww"I property, to the extent caused by the noogertoo or mivAwAuct of the mdamnifying party, and;Or is rftPOctive employees or other Authorized agents in connection with their W&ftiet wdbin the scope of this Agreement Neither party shall inKlamnify the other against claims. damages, expenses,, or liabilities to the extent: attributable to the acts or cinissions of the other patty or third parties. It the parties are both at fault, the obligation to widerninify shell be proportional to their reW&ve fault. The duty to indemnify and hold harmless MI oontiniie in full force and effecf. notwithstanding the expiation or early termination of this Agireemem, VWO respect to arty claims based on facts or conditions that. oocamed prior to expiration or termination of this Agreement IZ Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT Loss. PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGUGENC4 STRICT LIABILITY, ]INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAWS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER B"F-O IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR. FACTS. SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN No EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR DOREIM RESULTING FROM MOLDrMOULD, FUNGUS, BACTERIA, MICRO81AL GROWTK OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OFTHE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTIION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMERS NETWORK SECURITY; COMPUTER VIRUS,- COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED: AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK.. 11 CWD-19 LIMITATION ON LIABILITY. The bransmisaion of COVID-19 may occur in a variety of ways and cimumalanon, many of the aspects of wfoo are cumently not know, HVAC systems, products. services W other offerings have not been tested for theff effectiveness in rectweim the spread of WID-18, incluchrig thmugh the air in closed environments, IN NO EVENT WPLL TIRANE BE LIABLE UNDER THIS ACAREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID-19 (MCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) MOLLECTIVELY, 'COVID-119 LIABILITIES') AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVIO-19 LIABILITIES, 14, Asbestos and Hazardous Matedals, The Services expressly exclude any identficaton, abalamerit, cleanup, control, disposal, removal or omen ,WrA connected with asbestos polychloorvaled *henyl ('PCs'), or other hazardous materials icon rwety. 'Hazardous Mataftis), custoTrier warrants and represents that there am no Hazardous Mattinats, an the piernises that will in any way affect Companys performance, apt as set forth in a writing signed by Compainfy disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or suspect the Presence of Hazardous Materials, Company may Immediately stop work in the affected area and nortify Customer. Customer wig be responsible tor WTOON the condition in accordance whir all applicatile laws ON regWallons. CA41orner shall be excliusirvely responsible for and shell indemnify and hold tiarrnjesss 0' ompany (Ir"Alng its employees, agents and subcontractors) from and against any toss, calm, liability, fees, penalties, it try (Including death) or liability Of any nature, and the Oeyment therool, ansing out of or relating to arty Hazardous Materials on of about the premlaft, not brought orric, the promises. by Company. Company shail be required to rftume performance only in the absence of Hazardous Materials or when the affected area has been randeried harmiess.. In no avert shell Company be obligated to transport or handle Hazardous Materials, provide arry notices to any govern namai agency, or examane, the Promises sile for the presence of Hazardous Mateewls- IS, Insurance, Company agrees to maintain the following 11`161418nCe during the term of 13-4 Agreement with limits not tess than shown Wlow anaAa, upon request from Ousiornw, Provide a Cartiftcaile of trAdenoing the foillowaig coyeragow Commercial General Liability $2,000,WD per ooctirtance Au itomobile Liability $Zomow CSL Workers Compensation Statutory Limits ItCoslomer has requested to be named as an ackittional Insured under Cornipany's ineunance policy, Company will do so but only wablea to Comptiffy'smaniuscript add6onalinsured endorsamrst uncles ft pirtmary Commercial Gen" Liability policies, ve In no ent does Cornparry or its insurer waive rights of suabo brogn, 11111. Majount. Company's duty to perform under ties Agreement is contingent upon the non-occurrance of an Event of Force Majoure. 9 C4mpany is unable to can out arty material obligation under this Agreement bus to an Event of Force Majoute, this Agreement shell at Goirripany's election (i) ramailn, in at but Company's obligations shell be suspanded until the uncorArollable event tarmhates or (i) be terminated upon 10 days' notice to Cuswmer, in which event Customer shag pay Company for 0111 parts of the Services furnished to the data of teirrnination- Ara "Event of Force Majeuresnall mean any cause or event beyond the control of Company. Without jimiling the foregoing,'Event of Force M*eute* includes: acts of God: am of temPrism,,wer or the poW enemy; flood, earthWeke; lightning; tornado; stoma; fire; civil disobeckerce; paroderruc; irmirec%xins; hots; laboritabour disputers; labonlabour or material shortagas from the usual mirces of supply: sabotaW, restraint by court order or public authority (whether vabd or invalid), and action or iron -action by or inability to obtain of keep in force the intacessary governmiantad authonzaboins, pemits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the governrinem- 17, Mainteriance Services Other Than Solely Scheduled Service, If Company's Maintenance Services hereunder are not lanited, solely to Schedtiied Servxe, 010 10110wing provittiom shall a" apply, (a) Required restofaijon stwvll be performed by Cumm(oall Its cost, prior to Company being obligated to perform hereundw: 02021 Trance A# rights reserved Page 4 of 5 Renewal Agreement Proposal ID: 2598814A 0) any changes, adjustments, service or repairs maide to the Equipment by any party other the Company, unses-5 approved by Company in writing, may, at Company's option, terminate Company's otillpition to render twirther service to the Eqtipmerit a* affected. in such case no refund of any portion of the Service Fen mail be madam atlil (c) Customer ?Aiall (i) pron"y ricilty Company of any unusual performance of Equipment; oil permit orwy Company personnel to repair or adfust Equipment and/or ooriltots during the Tarim or a Renewal Term: and (Jif) iAtfiza quairfied Wunftl to property operatic the Equipment in accordance with the applicable operating manuals and raconwriended procedures. 18, Gerwal. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance wilm the taws of the state or province in which Company performs the Sarvices, Aml dispute airwig under or relating to this Agrewtint shall be decided by bNaMon le a court of ciompettio Jurisdiction Wated in the state or province in which the Services are performed. To Me extent the praff"es are owned andVor operated by any agarricy of the United States Federal Govemirnard, determination of airy substantive Issue of aw "it be according to the United States Federal mr4mon law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal Government. This Agreasmerd contains all of the agreements, repreearitations and undwstancings of the parties and supersedes all pieviDLM Understandings, contmitmenta Of agreen'tents, oral or written, related to the Services. If any term or coriditibirl of this Agreement is invalid, illegal w incapabia of Doing enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in U force and ~ as " as the economic or legal substance of the transaction arcsled nonitry is not aftlected in a enamor adverse to any party hereto. CuMorner may hot aw4n, transtar, or convey this Agreement or any part hared, withotit thewrillan con"M of Company. Subtect to the foregoing. this Agrewrient shall bind and inure to the beneft of the Pam" hanito and their permitted su=sssors and assign. This Agreement may be executed in several counterparts, each of which when executed " be deemed to be an original, but all together shaill constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an origined. Customer may hot assign, transfer, or convey this Agreernant, or any part hereof, or its right, title or interest heresn.,Mtroul, the written consent ofCorripany. SLiblIect to the foregoing, this Agreerniant, shall be binding upon and muire to the benefit of the parties' respective successors and assigns, No falluire or Way by the Company In enforcing any right or oorrising am remedy LwKW this Agreement shall be deemed to be a warner by Me Company of any right w rerriedy, 12. Equal Employment OpportunityMiffirmad" Action Clause. Company is a federal contractor that complies fully with ExwjAw6 Order 11246. as amended, and the appilicatille regulations contained in 41 C.F.R. Parts 60-1 through 6"0, 29 U.S.C, Section 793 and the appliscabie regulations contained in 41 C,F.R- Part 60-741; and 38 U.S.C, Section 42,12 and the appik-able regulations contained in 41 C,F,R- Part 60-250 Executive Order 13496 and Section 29 CFIR 471, appendix A to subpart A. regarding the notice of employee 6" In the United States and with Canadian Charter of Rights and Freedoms Schedule B to me Canada Act 1982 (U.K.) 1982, c, I I and applicebte Pf*vjrtoal Human Rigl'its Cod" and employment low in Canada, 20. U.S. Government Services. This folloWAV provision applies only to direct salves by Company to the US Govitirnment. The Parties acknovii1ladge that all items or services ordered and delivered under fts Agreement are Commercial Rams as defined under Part 12 of the Federal Acquisition Regulation (FAR). In parlici.sar, Company agrees to be bound only, by those FederW contracting clauses that apply to 'commerclar suppliers and that are contained in FAR S2..212- 5(eNl). Company compies with $221" or 52,21" in is service and installation contracting business, The Wilowing provision applies only to Indirect "hits by Comp" to the US Government As a Commercial Men SvOcoi-itractor, Company accepts only the following mandatory Row down provisions; 62,21 g- 8; 62,222-26, 52.222-3& 62,222-36; 52,222-W 52147-64, It the Services are in connection with a U,S. Government cordrad, Customer oft0as that it has proVided and wilt provide current, acourate, and complets Information, representations and to aill government officials, including but not limited to the contracting officer and officials of the Smad Business Administration, on all masters related to the prime oorktracL inc$uding tx-A not limited to all aspects of its ownership, eigibilily, and perilcirmarice. Anything herein riotivittistanding, Company will have no obligations to Cult unless and untA Cuslorrier provides Company with a true, correct and complete executed copy of tie prime contract. Upon request, Customer vMl provide copies to Company of a# reqijewea written commlowaboas W" any government official related to ft PM* conti-W poor to or concurrent wrth the execution therecif, Including W not Wrifta to arry cornmunications related to Customs ownership, eligibility or performance of the prime contract. Customer wilt obtain written authorization and approval frorn Company prior to providing arry government official any information about Comparrys performance of the Services that are the sub owA of the Proposal Or this Agreement, outer than the Proposal or this Agreernant- 21. 1-1militedWalvisrol'SovoreignImmurft, IfCwAonw is an Indian inbe (in the U.S.) or a First Notion or Bond Council (in Canada), Customer, wheineracting in is capacity as a governawnt, governmental entity, a duly orgarOW corporate enuty or otherwise, for Itself and for its, agents, successors, and assigns: (I ) thereby provides this limited waiver or Its soiier*n Immunity as to any damages, clatims, lawsuit, or cause of action (herein 'Action) brought against Customer by Company and 31" or alleged to Wise out Of Iris furnishing by Compiany of any product or service under its Agivtonierill, ~or won Acton is based in conliracl, but, strict liability, civil liability or any other legal Via"; (2) agrees that jurisdiction and venue for any such Action shall be proper am valid (a) it 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 One province or territory in which the wos* was perilonmeo-, (3) eVressly consents to with Action, and waives any obtlection to jurisdiction or venue; (4) waives any he imnem of exinaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (6) expresally ack"Modges and agrees that Cerny Is not subject to Ithe jurisdiction of Customers tribal court or any similar tribal forum, that Customer will hot bring any action against Company in tribal court and that Customer will not avail Astalif of any ruling or direction of the tribal court permitting of directing it to surspand its payment or other ob6gabone under this Agreement. The individual signingi on behalf of Customer warrants and represents that such individual is duly sulhairized to provide this waiver and enter into this Agreement and that this Agreement consiWAm the valid and ft*My binding obligation of Customer, enforceable in accordance with Is le rm a, 1 .xl .3'0-7 (0720) Supersedes 1-26..130-7 (0919) 02021 crane All rights reserved Page 5 of 5 Renewal Agreement Ex. D Proposal ID: 2598814E September 29, 2021 Village of Tequesta 345 Village Drive Tequesta, FL 33469 Trane U.S. Inc. 6965 Vista Parkway North, Ste. 11 West Palm Beach, FL 33411 Fax: (561) 697-8714 Service Contact: (561) 683-1521 Site Address: Tequesta Public Safety Facility 357 Village Drive Tequesta, FL 33469 SUBJECT: Continuation of Service Agreement 2598814B — BAS Scheduled Service Agreement Your Trane Service Agreement is scheduled for renewal on 101112021. To assure that there will be no interruption of service and benefits to Tequesta Public Safety your Service Agreement will be extended through 9/3012024. The adjusted Service Fees for the renewal term for all sites is set forth in the following table: Contract Year Annual Amount USD Payment Term Year 1 $2,796 Annual Year 2 $2,796 Annual Year 3 $2,796 Annual If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in writing 30 days prior to the renewal date indicated above. If so notified, Trane can continue at your discretion to provide services beyond the renewal date at our standard time and material rates. Service Fee Discount. A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from date of invoice. Tax will be calculated based upon the pre -discounted price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to select this discount option. SCOPE OF SERVICE The Scope of Service for the new agreement period will remain the same as delivered in the current period. The hourly labor rates for Building Automation and Mechanical Technicians will be adjusted to the following: BAS I Straight Time $166/Hr Overtime $249/Hr Holidays $332/Hr Mechanical I Straight Time $150/Hr Overtime $225/Hr Holiday $300/Hr TERMS & CONDITIONS Terms 8 Conditions for the renewal period are attached. CLARIFICATIONS If Village of Tequesta accounting procedures require a purchase order for the renewal term, please provide your purchase order number to Trane no less than 30 days prior to the renewal date. @2021 Trane All rights reserved Page 1 of 5 Renewal Agreement Proposal ID: 2598814B We value your business and look forward to continuing to serve and contribute to your organization's success. Sincerely, Will Worth Account Manager Trane CUSTOMER ACCEPTANCE Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane's License Number: CACO23485 COMB-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 executive 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 (US), provincial (Canada) 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 appropriate 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. ©2021 Trane AR rights reserved Page 2 of 5 Renewal Agreement Proposal ID: 2598814E TERMS AND CONDITIONS JSERVICE) "Company" shall mean Trane U.S. Inc.. 1. Agreement. These terms and conditions ("Terms") 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 following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance and repair (the "Maintenance Services") on equipment (the "Covered Equipment), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these Terms as "Energy and Building Performance Services"). COMPANY S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms'), available at https:Owww,trans.comrrraneConnectedServicesTerms. as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer) delivered 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, Customers order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customers 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 perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's counter-offer will be deemed accepted. Customers acceptance of performance 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 Services provided by Company to the date of cancellation. 4. Fees and Taxes. Fees for the Services (the "Service Fees") are as set forth in the Proposal. Except as otherwise stated in the Proposal, Service Fees are based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate. 5. Payment. Payment is due upon receipt of Company's invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Customer, Company may discontinue performance whenever payment is overdue. Customer shall pay all costs (including attomeys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customers bankruptcy, insolvency, or receivership; (c) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or comply with any material provision of this Agreement. 7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. 6. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from, any of the following: (a) Any guarantee of room conditions or system performance; (b) 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 that is not factory mounted and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells, coils, tubes, 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 conduit; electrical distribution system; hydronic structural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or alterations that might be necessary to repair or replace Customer's existing equipment; (h) The normal function of starting and stopping equipment or the opening and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically included in the Agreement; 0) Any responsibility for design or redesign of the system or the Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recommendations concerning teardown and internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions'), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation ©2021 Trane All rights reserved Page 3 of 5 Renewal Agreement Proposal ICI: 2598814B of any equipment; and Ila) Any claims, damages, tosses, or expanses, arising from of related to work dome by or services provided by individuals or entities that are not employed by or hired by Company. 10. Limited Warranty. Company warrants that: is) the material manufactured by Company and provided to Customer in pitirformance of the Srarvxies is free from defects in material and mariurfaftere for a period of 12 months from the earlier of lba dated of equipment start-up & replaternant: and (b) the Iabotilabour portion of the Maintenance Services and Additional Work has been properly performed for a period of 90 do" from date of completion (the "Lim R '&*tarty)_ Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company's obligabon under the Lind Warranty is Its ited to repelling or replacing the defective part at its option and to cxorreeteng any labor''labour `r ur[p" performed by Company. No liabifity whatacievw sly Mach to Company until me WaIrMisiriarm Services and Addliboml Work have been paid for In U. E:xciusions from this Warranty include claims, losses, damages and expanses in any way cxnniected'with, related to at ,arising from failure or malfunction ion of equipment dace to the : weer and tear; end of l fa failure; coenosom erosion; deteriorabon; Customees failure to follow the Cornparcy provided maintenance plan; unauthorized or Improper maintenanca; uraauttonzed or improper parts or matertal; refrigerant not supplied by Trane; and modifications made by others to equipment, Company shall not be obligated to pay for the cat of last refrilgarart or lost piciduct. Some components of equipment rruaa'xx isoired by Company may be warien€ed directly from the componerd supplier, 0 which case this Limited Waft" shall not apply to horse componelars and any wwratgy of such comporieniii shalt be the warranty given by su cti cormustent suppller. Notwithistandirig the foregoing, a9'warrtarailes provide t herein terminable upon terminatiorn or cancellation of this Agreement. Equipment, maxterial artdtor parts that are not martufacA sd tat+ Comf=W are not warranted by Conripany and have such warranties as may be exte ncled txy the respective manufacturer. THE REMEDIES SET FORTH IN TWA LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAP" PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES Of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ANVOR OTHERS ARISING FROM COURSE Of DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES Of QUALITY, FITNESS, MERCHANTABILITY, DURABILITY ANDIOR OTHERS ARISING FROM COURSE Of DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE Of SERVICES, OR ANY COMPONENT THEREOF. NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, EUMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS IINCWDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION 'WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL TRANS HAVE ANY LIABILITY FOR THE PREVENTION,. ELWMA710K REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECiFICALLY ACKNOWLDGES AND AGREES THERETO. 11. Indetwinity. To the maximum extent permby lave, Company and Customer steak indemnify and hold harmless each other from any arid all Ownric actions, ems, expeinses, darrmr and labil"s, indudiQ reasonable aaomeW fees, ring from, death or bodily irrfury or damage to r or personal property, to the extant caused by the nrgligaince or misconduct of the indemnifying party, and/or its respective employees or other authorized agents in cxumoctim with their activities within the scope of this Agreetment. Neither party shall indernody the ,their against clairim, damages, expenses., or liabilities to the extent Attributable to the acts or omissions of the other party or third parties- If the parties are both at fault, the obligation to irdle reify shag be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effecL notwithstanding the expiration or early termination of this Agireemew. wain respect to any ,aims based on facts or conditions that oo i+rred ^r rm exprratOn or termination of this Agreement. 12. Urriftatlan of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLA"" CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WI+ETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE Of OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR WORECT) RESULTING FROM MOL"OULO, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT SE LIABLE FOR ANY Of THE FOLLOWING IN CONNECTION WITH PROVIDINGTHE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS, COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK 1 a, COViD-19 LIMITATION ON LIABILITY. The transmission of COVID-19 may occur in a variety of ways and circumstances, merry of the aspects of which are currently not know, HVAC systems, products, services are other offerings have not been tested for the effectiveness in reducing the spreadl of COVID•19, including through the air in closed ernvironmemts. iN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTTER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID 19 (MCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) {COLLECT(VELY, "COVII?-19 LIABILITIES`) AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVI i-10 LVOLIT & 14. Asbestos and Hazardous Materials, Tf* Services expressty, exciude any identification, a abatement, cleaanuip,, Control, disposal, removal or other woo*.. connected with asbestos polychionn€ated titphenyl (pC8`), or other hazardous materials (oollectrvety, "Hazardous Is") r warrants and represir its that there are no Hazardous Materials on the premises that will In any way affect Ccrnpany s perlorrnance, excapf as set forth in a writing sued by Company disclosing the existence and location of any Hazardous Materials in at areas within wwhich Company" be performing. .Should Company become aware of or suspect the presence of Hazardous Matertais, Company may immediately stop work in the affected area and no* Customer. Customer wil be resparaible fa correcting the concMlrn in accordance with all applicable thaws and regulatdxis. Customer shall Lae exclurstiety responsible for and shall indemnify and hold harmlless Company {InrAad`rrvg its employees, agents and sut)-wntrwAors) from and against any toss, claim, ilabilty, fees, penalties, injury tinfltcl ng death) or liability of any nature, awns the payment triereof, arising out of or retatirrg to any Hazardous Materials on or about the premises, not brorugfd onto the prwirtses by Company. Comparty small be required W resuasre performance only in the absence of Hazardous Materials or when the affected area has been rendered hArmh/ass. In rm evard shall Company be obligated to transport or handle Hazardous Materials, provide arry micas to any gavernmental agency, or examine the premises sne for the presence of Hazardous Matenals- I S. Insurance, Company agrees to mnaintain the followirhg insurance during the term of ills Agreement with iim nil tens than shown below acid will: upon request from Customer, pnrrAde a Certificate of n✓rderscing the following cov Commercial General Lialaility $2,000,C*0 per occurrence Autainobile Liability 52,000,E CSL Workers Compensation Statutory Limits If Cuslorner teas requested W vie named as an additional insured under Company s imoarice policy, Company will do so tart only subject to Comcpany s manuscript addii0onal insured aridorseereird under Its primary C owfrierciai General Liability policies, In rue event does Company or its insurerwaive rights of subrog on, I& Fo>roe 111114eure. Company's duty to perform under this Agreement Is contingent upon Ina non-occurrence of an Evert of Force Majoure, if Company is unable to can out arry material obligation under this Agreement due to an Event of Force Maiieura, this Agreement shall at Company's election (i) remain in eftct but Co mipany's obligations shall be suspendedl until the uncontrollable event terminates or (d) be terminated upon 10 days' notice to Customer, in which event Customer shag pay Company for all parts of the Services furnished to the date of temiintuon_ An "Event of Force Majeure' shy mean any cause or evert beyond the control of Company. Without limiting the fotegoing,'Everl of Force Majeure' dudes: sob} of God; acts of terrorism, war or the pubes enemy: flood; eeartqi aide; lightning; tomadw, storm; fire; civil discxsdler"'. p ruieeic; insurr ions; r4ciEs; lab rhatim disputec laboriiabw or material shortages from the usual sources of supply', saiticiftw, restraint by court order or public authority (vitiether valid or invaild), art/ itiction or nosh -ashen by or Inability to obtain of keep In force the necessary goverrmantal authorizations, permits, licenses, certiiicatas or approvals if not caused by Company, and the requirements of any appircable government in arvy manner that diverts either the material or the finished product W the direct or Indirect benefit of the ¢abatement. 17. Malntetnance Services Other Than Solely Scheduled Service. If Comp any s Maintenance Services heresmmdber are not binded Wely to Schetf Nerve, Vie kiilowing provisions shaft also apply; (a) Required restoration shall be performed by Customer at its Cost prior to Company being obligated to perform hereundef; C2021 Trane All rights reserved Page 4 of 5 Rertewet Agreefnent Propo" ID, 2598814E (b) any changes, adjustments, service ar repairs made to the Equipment by any party other than Company, unless approved by Company in writing, may, at Company's option, termiriste Company's c0ligatim to render further service to the Equipment so affect in wxb caw no nyliiiind of arty portion of the Service Fees shag to made; and (c) Cusiomer "I (i) proaripily notify Company of any unusual performar" of Equipmtird.; (al) permit orily company Personnel to repair of adliust EAUIPMOAI airdtor controls during ft Term or a Renewal Tom: and (Jif) utiazii qualified personnel to property operate the Equitiftwill In, accordance with the applicable operating manuals and raccarrianded procedures, 18. General. Except as proMed below, to the maximum exterit provided by law, this Agreement is made and shall be interpreted and enforced in accordance wr(h the taws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by Otigabon IF, a court of compelentJura sifiction located in the state Of PfavMce in ~ the Services are Wormett. To the extent the promises we owned andior operated by any agency of the Milled States Federal Government, deletminabotn of any substantive i��, of W& shall be according to the United States Federal cornmon law of Government contracts as anurootated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal Government This Agreement contains All of the agreements, representations and understandings od the parties and supersedes all previous, understandings, cemmjtmerria or agreemer4s, oral or written, related to the Services. If any term or condition of this Agreement is invalid, illegal or Incapable of being enforced by arry Oe of taw, Of other Terms of this Agreement will nevertheless remain in W force and effect as " as the economic or legal substance of the transaction contemplated hereby is not affecied in a mare W 30YOM 10 any 084Y hereto. Customer may not "n, transfer, or convey this Agreement, or any part hated, without the w"w consent of Company. SubWt to ft foregoing, &A Agreement shall bind and inure to the benefit of the part*% hereto and their 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 counte, rparts shall suffice as an original. Customer may not assign, transfer, or convey this Agreement or any part hereof, or its rigiht, title or Interest herem. W*W the written consent of Company. Subtect to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties` respective suomsaors and assignis, No fWlwe or delay by the Company In anfor" arty ogN or exercising any remedy under this Agreement "94 be deemed to be a waiver by the Company of any AgM or remedy, It. Equal Empkiyment OpportunitylAffimnallive Action Clause. Company is a federal contractor that complies fully -Mth Executive Orden 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through W-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 CF.R. Part 60-741; and 36 U,SL, Section 4212 and the apok;able reguistions 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 employee rots in 1* Un4ad States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 19W (UX) 1982, c, 11 and applicable P(oviricial Human Rights Cod" and employment taw in Caosd& 20. U.S. Govornmisint Services. The following provision applies only to direct sat" by Company to the US Govilimmaint. The Parties arcluriowledge that all items or se ricers ordered and delivered under fts Agreement are Commercial Items as defined under Pan 12 of the Federal Acquisition Regulation (FAR). In particulim, Company agrees to be bound only, by those Federal contracting clauses that apply to 'commercial' suppliers arid that are contained in FAR 52-212- 5(aX1), Company complies wvth 52,21" or $2.21" in its service and installation conlracung business. The folkwiring provision applies only to Indirect SO" by Company to the US GoviienniteaL As a Wrimencia; Itain Subcontractor Company awepts only the folloriving mandatory flvv doiorin provisions; 52,219- 8; 62,222-26. =22-361 52,222-36; 52,222-39: 52147-64, It the Seeoces are in conrwcbw with a U.S. C,&oemm6Mt contract, CAMOMar cent W that it has provilcled and will proVidor current, accurate, and complete information, representations and certifications to as government officials, Including but not limited to the contracting crifficar and officials of the Small Business Administration, w all matters related to the prime contract, iriciludiing but riot limbed to aft aspects of its ownenthrp, eligibility, and performartce. Anyrtning herein nowithstanding, Company will have no obligations to Customer unless and writtil Customer provides Company,orith a (nie, correct and complete executed copy of the prime contract, Upon request Customer will provide copies to C-omparry of all rwjuewed written commurticaboxis, MM any government oft'al related to the prime contrad prior to or mmurrenif with the ex6cutim ftreef, inciluding but " limited to any rxrnmunlca ins related to Customer's ownership, eligibility or performance of the prime ooft-aLt Customer wilt obtain written authomzatton and approval from Company prior to providing arvy government official any inlicirmation about Companys performance, of the Services that are Me, subjed of the Proposal at this Agreement, other than the Proposal or fts Agreement- 21. Limited Waiver of Sovereign lmmun4. if Cusuirrier is an Indian tribe (in the U.S.) or a First Nation, or Band Council (in Canada), Customer, whether acting in ft capacity as a goverrtmerril, governmental entity, a duly organized corporate en%y or othelvAse, V itself aind for Its agents, successoirs, and assigns., (1) hereby provides this firrited waiver or Its sovereign Immunity as to arty damages, claims, lawlrult, of cause of action (herem "Actlori*) brought against Customer by Company and arising or alleged to wise out of the furnishing by W"parry Of any product or service under this AgintitimariL vrlrietrw such Action is based in contrarA, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper arid 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 #its Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was perfom-tea, (3) expressly consents to uicri Action, and waives any obodon to jurisclicition or venue: (4) waives any Mciijiremenit of ex1rausition of tribal court or administrative reirrietlift for arvy, Action using out of or WaW to this Agreeirrea, arid (6) expresitty acitnowlisdges and agreft that COMWy Is not subject to the jurlsdicfiort of CusItimer's tribal court or any similar inbat ferum, that Customer will not bring any action against Company in tribal court and that Customer will not avail itself of any ruling or direction of the initial court Permitting or directing it W suspend its payment or other obligations under this Agreement. The ffKWMuol sig rung on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver arid enfor into this Agreement and that this Agreement const8 the valid and legally hinding obligation of Customer, enforo"WA in accordance with Its terms,. 1.26,130.7 (0720) Supersedes 1-26-130-7 (0919) 02021 Trane All rights reserved Page 5 of 5 Renewal Agreerwnt