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HomeMy WebLinkAboutDocumentation_Regular_Tab 04_11/9/2023 Agenda Item #4. Regular Council STAFF MEMO Meeting: Regular Council - Nov 09 2023 Staff Contact: Doug Chambers, Director of Public Department: Public Works Works EMEW Consider Approval of Replacing Village Hall and the Public Safety Facilities Defective Air Conditioning Components SUMMARY: Following agenda item consists of replacing defective air conditioning components in Village Hall and the Public Safety facilities. Both facilities have Trane Technologies commercial air conditioning equipment and components. We are utilizing a multi-year sole source contract with Trane Technologies. The following equipment is twenty (20+) plus years old and has reached its end of useful life. Village Hall: Seven and half (7.5) Ton air handler unit. Remove and replace the evaporator coils and recharge with 410a refrigerant. 480v 3-phase system. Proposal $16,882.00 Public Safety: Five (5) Ton Coated Outdoor Rated Split System. Consisting of replacing the air handler and condensing unit. 230v 1 Phase system. This unit is on the roof and requires a crane to remove and replace the unit. Proposal $18,795.00 Total Proposal: $35,677.00 Funding is available and budgeted in Fiscal Year 2023 in Building Repair and Maintenance account 001-210-546.303. This document and any attachments may be reproduced upon request in an alternative format by completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561- 768-0443. BUDGET • - • BUDGET AMOUNT $135,000 AMOUNT AVAILABLE EXPENDITURE AMOUNT: $35,677 $35,677 FUNDING SOURCES: 001-210-546.303 IS THIS A PIGGYBACK: ❑ Yes ❑x N/A DID YOU OBTAIN 3 QUOTES? Page 151 of 702 Agenda Item #4. ❑ Yes M N/A COMMENTS/EXPLANATION ON SELECTIONSole Source 2023.11.PW.Trane AC Equipment Replacement Components Agreement General 10 13 2021 Trane US Inc. Trane Ex. A (Contractor's Sole Source Proposal Letter) Trane Ex. B (Contractor's Renewal Letter- V-Hall Service Agreement #2594788) Trane Ex. C (Contractor's Renewal Letter- P-Safety #2598814A) Trane Ex. D (Contractors Renewal Letter- P-Safety #2598814B) Page 152 of 702 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil AHU2 ruvEy ♦ � � �. Trane U.S. Inc. 6965 Vista Parkway North West Palm Beach, Florida 33411 Phone: (561) 683-1521 Fax: (866) 856-1666 Service Contact: (866) 856-1666 July 19, 2023 Customer: Site Address: Village of Tequesta Village Hall 345 Tequesta Drive 345 Tequesta Drive Tequesta, FL 33469 Tequesta, FL 33469 ATTENTION: Doug Chambers PROJECT NAME: Village of Tequesta—Village Hall— Replace Evaporator Coil AHU2 We are pleased to offer you this proposal for performance of the following services, provide and install (1) new DX evaporator coil to replace the existing that is leaking. Equipment lQty Manufacturer Description AHU-2 (MCCA006/ K06E57446) 1 Trane Air Handling Unit SCOPE OF SERVICE 1. During an agreed upon time period, Trane will shut down and electrically tag-out the existing equipment and components to be removed. 2. Mechanically and electrically disconnect the existing Trane condenser unit being replaced and prepare for removal. 3. Remove and properly dispose of the existing equipment, system components and associated material or debris. 4. Remove refrigerant per current EPA guidelines. 5. Furnish and install (1) new Trane evaporator coil into place and fasten as required. 6. Furnish and install Thermostatic Expansion Valve(s) as required 7. Reconnect the existing refrigerant suction line and liquid line to piping connections on new Trane evaporator coil, includes new copper fittings as required. 8. Pressurize and perform hold test on newly installed condensing unit to ensure system integrity 9. Evacuate and charge system with recovered 410A refrigerant. 10. Reinsulate suction line refrigerant as required/where disturbed. 11. Start up and equipment commissioning of the split system will be performed by Trane Factory Certified Technician, upon completion of the installation. 12. One year warranty on new parts and labor. ©2023 Trane All rights reserved Page 1 of 7 Trane Se u Of 702 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil AHU2 PRICING AND ACCEPTANCE $150 x 32hrs = $4800 $225 x 8hrs = $1800 Coil and TXVs = $10,282 TOTAL PRICE:..................................................................................$16,882 $150 x 16hrs = $2400 $225 x Ohrs = $0 Blower Assembly = $6695 DADD OPTION FOR BLOWER ASSEMBLY ................................................$9,095*** ***Please Initial Next To Add Option For Approval of Blower Shaft, Bearings, Motor, Wheel This proposal uses the agreed upon existing service agreement contract pricing of$150 ST& $225 OT. CLARIFICATIONS 1. Any service not listed is not included. 2. All work to be performed during normal and overtime business hours Monday through Friday 7:00 AM to 4:30 PM excluding legal holidays. 3. Excludes any work not described in above scope 4. Excludes Certified Test & Balance 5. Permit fees to pass through to customer(if required) 6. This proposal is valid for 30 days. I appreciate the opportunity to earn your business and look forward to helping you with all of your service needs. Please contact me if you have any questions or concerns. Sincerely, Evan Nietzel Account Manager Amar A Sukhai Services Turnkey Account Manager ©2023 Trane All rights reserved Page 2 of 7 Trane Se v u of 702 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil and Blower Assembly AHU 1 This agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions — Quoted Service. CUSTOMER ACCEPTANCE Jeremy Allen Digitally signed by Jeremy Allen Date:2023.10.02 16:07:55-04'00' Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane's License Number: CAC#0023485 ©2023 Trane All rights reserved Page 3 of 7 Trane Se o Of 702 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil AHU2 TERMS AND CONDITIONS—QUOTED SERVICE 1-10.48(0821) "Company"shall mean Trane U.S.Inc.. To obtain repair service within the scope of Services as defined, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page.That Trane District office is responsible for Company's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement, Company will be responsible for the cost of transporting a part requiring service. 1.Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement(the"Agreement") resulting from Company's proposal (the "Proposal") for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipment"). COMPANY'S TERMS AND CONDITIONS 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.trane.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 Company's terms and conditions. If Customer's order is expressly conditioned upon the 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 counteroffer to provide Services in accordance with the Proposal. If Customer does not reject or object in writing to Company within 10 days,the Company's counteroffer will be deemed accepted. Customer's acceptance of the Services by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. In the case of a dispute, the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. 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 rendered by Company to the date of cancellation. 4. Cancellation by Customer Prior to Services; Refund. If Customer cancels this Agreement within (a)thirty(30)days of the date this Agreement was mailed to Customer or(b)twenty(20)days of the date this Agreement was delivered to Customer, if it was delivered at the time of sale,and no Services have been provided by Company under this Agreement,the Agreement will be void and Company will refund to Customer,or credit Customer's account,the full Service Fee of this Agreement that Customer paid to Company,if any. A ten percent(10%) penalty per month will be added to a refund that is due but is not paid or credited within forty-five(45)days after return of this Agreement to Company. Customer's right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. 5. Cancellation by Company. This Agreement may be cancelled by Company for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder and Company will refund to Customer,or credit Customer's account,that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. 6.Services Fees and Taxes. Fees for the Services(the"Service Fee(s)")shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fee,Customer shall pay all taxes not legally required to be paid by Company or,alternatively,shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due. 7.Payment. Payment is due upon receipt of Company's invoice. 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. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 8. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies,to terminate this Agreement or suspend performance by delivery of written notice:(1)Any failure by Customer to pay amounts when due; or(2)any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors,or makes or proposes to make any proposal or arrangement with creditors,or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets,or if a trustee,receiver,or similar person is appointed over any of the assets or interests of Customer; (3)Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made;or(4)Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company(including lost profit and overhead) 9. 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 as of the time Company performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people.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.Customer must reimburse Company for services,repairs,and/or replacements performed by Company at Customer's request beyond the scope of Services or otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular,overtime,or holiday rates for labor/labour and prices for materials. Prior to Company performing the additional services,repairs,and/or replacements,Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. 10.Customer Obligations. Customer shall: (a)provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; and (b)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. 11.Exclusions. Unless expressly included in the Proposal,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,operation,maintenance, repair,replacement or performance of work or services outside the Services; (c)Damage,repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure; ©2023 Trane All rights reserved Page 4 of 7 Trane Stpqg, Of 702 Agenda Item #4. Village of Teguesta—Village Hall—Replace Evaporator Coil AHLIZ (d)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 CPre-Ex sling Conditions") iocludliog, wethoul. limitation, damages, losses, or expenses involving a Pre-Existirkg Condition of building envelope issues, mechanical issues, plumbing issues, andlar indoor air quality issues involving moldlmDuld, bacteria, microbial growth,fungi or other oontarnhates or airborne biological agents;and (e)Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included with the Proposal. 12. Limited Warranty. Company warrants that;(a)the material mannufactured by Company and provk ed to the Customer in performance of the Sera m is free from defects in malerlal and manufacture for a perk>d of 12 moriths from the earfler of the date of equipment slartiup or replacement and(b)the laborffabour portion of the ServIces is warranted to have been properly performed for a period of 90 days from date of cosrtpletion (the"Limited Warranty")_ Gampany obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Lim iled Warranty period. Defects must be reported to Company within the Limited Warranty period, Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labo labour.No Iiabilily whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Limited Warranty Include daims,losses, damages,and expenses in any way connected with, related to,or arising from failure or malfunction of equipment due to the following,wear and tear; end of fife failure; corrosion; erosion; deterioration; Customer's failure to follow the Company-provided maintenance plan; unauthorized or improper rnaintenanoe;unaulhoriaed or improper parts or material; refrigerant not supplied by Company; and modifications made by others to Company's equipment, Company shall not be obligated to pay for the cost of bet refrigerant or lost product- Some components of Company e€Iulpment may be warranted directly from the component supplier, in which case this Limited Warranty shall not apply to those oamponents and any warranty of such DDmponents shall be the warranty given by the oDmpcnent supplier. Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material andlor parts that are not manufactured by Company('Third-Parry Product(sr)are not wa rranled by Compa ny and have such warrani es as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S) AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD-PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES,WHETHER ORAL OR WRITTEN_ THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE. IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES,CONDITIONS AND REMI1)1ES,WHET HER IN CONTRACT,WARRANTY,STATUTE, OR TORT(INCLUDING NEGLIGENCE),EXPRESS OR IMPLIED,IN LAVY OR IN FACT,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE ANWOR 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 ANDtOR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR RE(ARDINC PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, COMPANY MAKES No REPRESENTATION OR WARRANTY OF ANY KIND, rNCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. ADDITIONALLY. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY FIND REGARDING PREVENTING, ELIMINATING. REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH. CAR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 CAR ANY S[MILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR [OTHERWISE_ IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT,THIRD-PARTY PRODUCT, OR ANY COMPONENT THEREOF., 5ERVICE5 OR OTHERWYISE AND CUSTOMER HERESY! SPECIFICALLY ACKNOWLDGES AND AGREES THERETO 13-Indeernnity-To the maximum extent permitted by law,Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attomeys'fees, resulting from death or bodily injury or damage to real or personal properly,to the extent caused by the negligence or misconduct of the indemnifying party, ancYor its respective employees or authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extant attrlWtable to the acts or w4sions.of the rather party or third parties- If the parties are both at fault,the obligation to indemnify shal I be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect.notwithstanding the expiration or early termination of this Agreement,with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement, 14. Limitation of Liability- NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KPND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS,PRODUCT LOSS,LOST REVENUE OR PROFIT'S,OR LIABILITY TO THIRD PARTIES),INCLUDING OONTAMINANTS LIABILITIES, OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT. WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE). STRICT LIAR#CITY, INDEMNITY CAR 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 CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIG-ENCE), STRICT LIABILITY. INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT- IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT)RESULTrNG FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS_ TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERV'ICE5; INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; CC7MMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK 15_CONTAMINANTS LIABILITY. The transmission of CGVID-19 may occur in a variety of ways and circumstances,many of the aspects of which are cu rrentty not known, HVAC;systems, products,services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through~ the air in closed eerlvircmments, IN NO EVENT WILL COMPANY BE LIABLE TINDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION, ACTION OR CLAIM,WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY(INCLUDING DEATH), DAMAGE TO PROPERTY, OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS(INCLUDING THE SPREAD,TRANSMISSION MITIGATION, ELIMINATION,OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANT LIABILITIES_ @2023 Tratie All rlgPubs reserved Rage 5 of 7 Trane Sta � of 702 Agenda Item #4. Village of Teguesta—Village Hall—Replace Evaporator Coil AHI J2 16.Asbestos and Hazardous Materials. The Services expressly exclude any identification,abatement,cleanup, control,disposal,removal or ether work connecied with asbestos or other hazardous materials(colleclivety,"Hazardous Materials"). Should Company become aware of or suspect the preserve of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer_ Custamar will be responsible for taking any and all action necessary to correct The condition in accordance with all applicable laws and regulations_ Customer shall be exclusively responsible for any claims,liabiility,fees and penalties,and the payment thereof,arising out of or relating to a"Hazardous Materiels on or about the premises,not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless, 17.Insuranca. Company agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will,upon request from Gmtomer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000.000 per occurrence Automobile Liability 52,000,400 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive its right of subrogation 1 B-Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majiaure- kF Company shall be unable to carry out any material obligation under this Agreement duo to an Event of Force Majeura,this Agreement shall at Company-s election (i) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon ten(10)days notice to Customer,in which event Customer shall pay Company for all parts of the Services furnished to the date of termination, An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without Wiling the fcregoing,'Event of Farce Majeure" Includes' acts of God; acts of terrorism,war or the public enemy; flood; earlhquake; lightning; tornado; storm;fire,civil disobedience;pandemic insurrections; riots;tabor disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non action by or inability to obtain or keep in force the necessary governmental authorizations,permits,licenses, oertificates or approvals if not caused by Company and the rexbuivemeats of any applicable government in any manner that dneris either the material or the finished product to the direct or Indirect benefit of the government, 19_ Generale Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which the Services are Wormed without regard to choice of law principles which might otherwise call forthe application of a different state's or province's law. Any dispute arising underor relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed- Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued_ To the extent the premises ara owned and/or operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of Contract appeals of the Federal Govemment, This Agreement contains all of the agreements,representalions,and understandings of If*parties and supersedes all previous understand Ings,commitments or agreements, oral or written, related to the Services. No documents shall be Incorporated herein by reference except to the extent Company is a signal" thereon. If any term or conditiion of this Agreement is invalid, illegal or incapable of being enforced by arty rule of law, all other terms and conditions of this Agreement will nevertheless remain to full force and effect as long as the economic or legal substance of the transaction contemplated hereby,is not affected in a manner adverse to any party hereto. Customer may not assign, transfer,or convey this Agreement, or any part hereof,without the written consent of Company. Subject to the foregoing,this Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns_ This Agreement may be executed in several counterparts, aach of which when executed shall be deemed to be an original,but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. No modifications,additions or changes may be made to this Agreement except In a writing signed)by Company,No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall by deemed to be a walver by the Qompany of any right or re nedy. 20. Equal Employment OpportunityfAffirmative Action Crause. Company is a United States federal contractor that complies fully with Executive Order 11246,as amended,and the applicable regulatiions contained in 41 C_F_R_Parts 60-1 through 60430,29 U,5_C_Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741,and 38 U.S C.Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250:and Executive Order 13496 and Section 29(;FR 471,appendix A t9 subpart A,regarding the notice of employee rights in the United Slates and with Canadian Charter of Rights and Freadorns Schedule B to the Canada Act 1982(OX-) 19829 c_ 11 and applicable Provincial Human Rights Codes and employment law in Canada. 21.U.S.Go comment Contracts. The following provision applies only to direct sales t y Company to the US Gaverrxnent. The Parties acknowledge that all iterns or services ordered and delivered under this Agreement!Purchase Order are Commercial Items as defined under Part 12 of the Federal Acq ulsltion Regulation AFAR)_In particular,Company agrees to be bound only by those Federal contracting clauses that apply to`commercial"suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.21M or 52.219.9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government.. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions; 52-21"; 52.222-26; 52.222 5, 52.222-36;52. 22-39;52.247-64_If the Services are In connection with a U.S.government contract,Customer agrees and hereby certifies that it has providad and will provide current, accurate, and complete information, representations and cartifications to all government officials, including but not limited to the contracting officer and officials of the Small Busi ness Administration.on all matters slated to the prime contract, including but not limited to all aspects of its ownership,eligibility, and performance. Anything herein notwithstanding. Company will have no obligations to Customer unless and until Customer provides Company with a true.Correct and complete executed copy of the prlme contract. Upon request, Customer will provide copies.to Company of all requested written communlications with any government offlclal related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractor's Customer's ownership,eligibility or periormaroe of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of this offeror agreement, other than the Proposal or this Agreement. 22, Limited Waiver of Sovaralgn Immunity- If Customer is an Indian tribe (in the U-S.)or a First Nation 4r Band Council (in Canada), Customer,whether acting in its capacity as a govern men[,governmental entity,a duly organized corporate antity or otherwi se,for itself and for its agents. successors, and assigns; (1)hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action(herein"Action')brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this,Agreement,whether such Action is based In contract,tort,strict liability,civil liability or any anther legal theory;(2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a)if Customer is in the U.S_,in any state or United States court located in the state in which Company is performing this Agreement or(b)if Customer is in Canada,in the superior court of the province or territory in which the work was performed,(3)expressly consents to such Action,and waives any objection to jurisdiction or venue, {4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this @2023 Trarie All rrgrhts merved Page 5 of 7 Traits � of 702 Agenda Item #4. Village of Tequesta—Village Hall—Replace Evaporator Coil AHU2 Agreement;and(5)expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-10.48(0821) Supersedes 1-10.48(0720) ©2023 Trane All rights reserved Page 7 of 7 Trane Stpqg, of 702 Agenda Item #4. _ TRINE A � � \\ w � w� TRANE'S SAFETY STANDARD Trane is committed to providing a safe work environment for all employees and to preventing accidents in its business operations. To accomplish our objectives Trane has instituted safety programs, procedures and training that incorporate a progressive approach to injury prevention. PROVEN SAFETY SUCCESS Trane's safety culture in North America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. TRANE INJURY RATES V. INDUSTRY COMPETITORS Since 2003 the US Bureau of Labor Statistics records reflect Trane's Total Recordable Rate (TRIR) and Days away from work (DAFW) rate have been significantly lower than HVAC repair and maintenance contractors and Specialty Trade contractors (construction).Trane's safety culture in America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. Trane's incident(OSHA) rates are consistently 50-70% below the industry average. This outstanding safety achievement is the end result of the rigorous team oriented approach to our safety program that creates accountability and empowerment in all employees and management and fuels our institutional safety culture. This is the key to our continual improvement. SAFETY TOOLS, TRAINING & EXPERTISE Trane's service and contracting technicians are not only among the most skilled in the industry they are also extensively trained in safe work procedures. Our technicians receive safety training, equipment, tools, procedures, and management support to identify jobsite hazards and take appropriate measures to prevent personal injuries. The resources available to Trane technicians include: • Safety Training—20 hrs per year, including classroom and web-based platforms. • -Topics include, but are not limited to, Lockout/Tagout, Confined Space Entry, Hazard Communication, Respiratory Protection, Hearing Conservation, Excavations, Scaffolding, Rigging, Powered Industrial Truck operation, Ladders, Vehicle Safety, Fire Protection, PPE, Emergency Response, First Aid/CPR. • Electrical Safety— NFPA 70E compliant—electrical PPE; flame-resistant clothing; training. • Fall Protection—full complement of fall arrest and fall restraint equipment for each technician. • Ergonomics—custom-designed for HVAC field technicians, includes training, material handling equipment and procedures. • Smith System Safe Driving Program—Trane's safety Managers are certified instructors;safety Managers train technicians; 1-800 "How's My Driving?" stickers are located on the back of service vehicles. • USDOT compliance—technicians scheduled within Material of Trade and Hours of Service limits and are fully qualified under Department of Transportation rules for driving commercial motor vehicles with GVWR >10,000 and 26,000 lbs. • Refrigerant Management—Service technicians are trained to manage refrigerant in accordance with U.S. EPA rules using a sophisticated electronic tracking system developed by Trane. • Empowerment-Technicians are empowered with full management support to address safety hazards as they see fit. If ever in doubt about how to do a job or task safely,the technician is required to ask a qualified person for assistance before proceeding with work. Page 160 of 702 Agenda Item #4. MANAGEMENT LEADERSHIP AND COMMITMENT Accident prevention is a primary responsibility of management at Trane. Trane's safety culture is based on the following management principles: • Leadership at the local level manages the local organization's safety performance. • Management is financially accountable for safety performance. • Local management is actively engaged in risk reduction activities and training and manages safety performance outcomes. • Management clearly communicates to all Trane employees their safety expectations and strongly enforces compliance with those expectations. • Employees are held accountable when they fail to meet safety expectations. Local management and supervisory personnel at the local level are responsible for implementation of the following safety program elements: • The Safety Management System developed by Trane—developed in accordance with OHSAS 18001. • Audits and Inspections—Supervisors, Middle and Upper Managers must conduct field inspections. Corporate Safety conducts detailed compliance and management systems audits. • Company safety compliance programs—ensure that they are fully implemented. • Safety and environmental performance—tracked using a Balanced Scorecard with leading and lagging indicators and metrics. • Subcontractor Qualification —implement this process to promote safety and safety plan compliance on multi-employer job sites. • Six Sigma and Lean— use these productivity tools to enhance safety on job sites. • Drug and Alcohol Policy—mandatory DOT required for-cause and post-accident testing after recordable injuries and property damage. • Motor Vehicle Records Search —annual checking of driving records of employees driving company vehicles. JOBSITE SAFETY EQUALS CUSTOMER VALUE At Trane safety is part of our culture for every employee. What this means to our customers is fewer job site accidents and the delays and liability concerns that come along with them. What this means to our staff is greater confidence in the practices and procedures they use on the job and the pride that comes from working for one of the premier service organizations in the world. Tighter safety standards and fewer accidents can also lead to better on-time project completion and higher quality results. When you use Trane Building Services to install, maintain or upgrade your building systems you will take full advantage of our superior safety program, low incident rates and subcontractor safety management procedures. These help you manage project risk more effectively than you could using multiple contractors or even a single prime contractor with a less impressive safety record. Page 161 of 702 Agenda Item #4. PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, 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 the Proposal or Bid. Upon request from the Village's custodian of public records, 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 Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid 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, 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, 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. Page 162 of 702 Agenda Item #4. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 163 of 702 Agenda Item #4. Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Pro ID: 7410835/ 1855347 E ErS GO BEYONDTM Trane U.S. Inc. 6965 Vista Parkway North, Ste. 11 West Palm Beach, FL 33411 Fax: (561) 697-8714 Service Contact: (561) 683- 1521 August 1, 2023 Village of Tequesta 357 Tequesta Dr. Tequesta, Florida 33469 ATTENTION: Doug Chambers PROJECT NAME:Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Trane is pleased to offer this proposal to replace(1) 5-ton Split System located at your site. The existing unit will be replaced in like-for-like fashion. This proposal reflects a"Turnkey Project"and includes the necessary: Equipment, Materials, Installation Labor, Subcontracts, Project Management and Supervision. Start-up of the new Split Systemwill be performed by factory certified technician upon completion.. We have excluded permit fees, and they will be passed through upon completion. Our pricing and proposal is further defined by the following equipment and installation, scope of work. EQUIPMENT SCOPE: Tag Data-Split System Air Conditioning Units(Small) (Qty: 1) Item I Tag(s)I Qty Description I Model Number B1 I AHU-2 CU-2 1 1 15 Ton 14 SEER2 Split Systems 14TTR406ON1000`/TEM6BOC60H51S* Product Data -Split System Air Conditioning Units(Small) Item: B1 Qty: 1 Tag(s): AHU-2 CU-2 Split System Cooling Outdoor Unit 5 Ton Nominal Cooling Capacity 200-230 Volt 1 Phase 60 Hertz Multi-poise 4-way High Efficiency 5 Ton Variable Speed airflow 208-230/1/60 Standard Coil Thermostat-Programmable (Field Installed) 7.21/9.60 kW Htr w/Ckt Brk 208/240/1 (Field Installed) External filter rack (Field Installed) 5 Year Parts &Compressor Warranty 5 year labor Warranty CSI - Protective Coating Whole Condenser ©2023 Trane Technologies All Rights Page 1 of 6 Service Quote Reserved Page 164 of 702 Agenda Item #4. Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Pro ID: 7410835/ 1855347 INSTALLATION SCOPE: 1. During an agreed upon time period, Trane will shut down and electrically tag-out the existing split system and components to be removed. 2. Mechanically and electrically disconnect the existing split system being replaced and prepare for removal. 3. Remove and properly dispose of the existing equipment, refrigerant& piping and associated material or debris, per current EPA guidelines. 4. Provide Crane to set and secure new CU on roof/in place as needed. 5. Furnish and Install (1) new Trane Split System, as mentioned above in equipment scope. 6. Furnish, fabricate and modify duct work as necessary to connect new AHU being replaced. 7. Furnish and install new refrigerant piping insulation where disturbed. 8. Connect and braze existing refrigerant lines from AHU and CU, including new copper fittings as required. 9. Condensing Unit will have protective coating. 10. Pressurize and perform hold test on newly installed split system to ensure system integrity. 11. Reconnect the existing power wiring circuit or new wiring to electrical connections provided on new systems. 12. Evacuate and charge new systems with virgin refrigerant. 13. Start up and equipment commissioning of new system to be performed by Trane Factory Certified Technician, upon completion of the installation. 14. Existing controller will be reused on the Split System will be re-connected. 15. Standard one year installation warranty (additional 2^d thru 5th year Parts &Labor warranty included) PRICING AND ACCEPTANCE LABOR: 150 x 32 ST= $4800 225 x 8 OT= $1800 COATING,CRANE, ENGINEERING,AND MISC MATERIALS:=$5,676 EQUIPMENT: =$6,519 TOTAL PRICE:..................................................................$18,795.00 Not Included: ➢ Permits ➢ Any controls ➢ Any fire alarm related controls, piping, wiring, components, smoke detectors, permits, associated labor, or other fire protection of any kind. ➢ Any electrical other than mentioned in scope. ➢ Independent test and balance. ➢ Any changes or additions to the scope of work as described above. I appreciate the opportunity to earn your business and look forward to helping you with all of your service needs. Please contact me if you have any questions or concerns. Sincerely, ©2023 Trane Technologies All Rights Page 2 of 6 Service Quote Reserved Page 165 of 702 Agenda Item #4. Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Pro ID:7410835/1855347 Amar A Sukhai Services Turnkey Account Manager 786-423-4196 Evan Nietzel Account Manager 561-353-7642 This agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions— Quoted Service. CUSTOMER ACCEPTANCE Jeremy Allen Digitally signed by Jeremy Allen Date:2023.10.02 13:39:05-04'00' Authorized Representative Printed Name Tine Purchase Order Ac cepbnce Date Trane's License Number: CACO23485 O 2023 Trane Technologies All Rights Page 3 of 6 Service Quote Reserved Page 166 of 702 Agenda Item #4. Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Pro ID: 7410835/ 1855347 TERMS AND CONDITIONS—QUOTED SERVICE "Company"shall mean Trane U.S.Inc.. To obtain repair service within the scope of Services as defined, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page. That Trane District office is responsible for Trane's performance of this Agreement.Only Trane authorized personnel may perform service under this Agreement.For Service covered under this Agreement,Trane will be responsible for the cost of transporting a part requiring service. 1.Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement(the"Agreement") resulting from Company's proposal (the "Proposal") for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipment"). COMPANY'S TERMS AND CONDITIONS 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 httos://www.trane.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 Company's terms and conditions. If Customer's order is expressly conditioned upon the Company's acceptance or assent to terms and/or conditions other than those expressed herein,return of such order by Company with Company s terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to provide Services in accordance with the Proposal.If Customer does not reject or object in writing to Company within 10 days,the Company's counter-offer will be deemed accepted. Customer's acceptance of the Services by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. In the case of a dispute,the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. 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 rendered by Company to the date of cancellation. 4. Cancellation by Customer Prior to Services; Refund. If Customer cancels this Agreement within(a)thirty(30)days of the date this Agreement was mailed to Customer or(b)twenty(20)days of the date this Agreement was delivered to Customer,if it was delivered at the time of sale,and no Services have been provided by Company under this Agreement,the Agreement will be void and Company will refund to Customer, or credit Customer's account,the full Service Fee of this Agreement that Customer paid to Company, if any. A ten percent (10%)penalty per month will be added to a refund that is due but is not paid or credited within forty-five(45)days after return of this Agreement to Company. Customer's right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. 5.Cancellation by Company.This Agreement may be cancelled by Company for any reason or no reason,upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder and Company will refund to Customer,or credit Customer's account,that part of the Service Fee attributable to Services not performed by Company.Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. 6.Services Fees and Taxes. Fees for the Services(the"Service Fee(s)")shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fee,Customer shall pay all taxes not legally required to be paid by Company or, alternatively,shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due. 7. Payment. Payment is due upon receipt of Company's invoice. 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. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 8. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies,to terminate this Agreement or suspend performance by delivery of written notice:(1)Any failure by Customer to pay amounts when due; or(2)any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer; (3)Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or(4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company(including lost profit and overhead) 9. 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 as of the time Company performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people.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. Customer must reimburse Trane for services, repairs, and/or replacements performed by Trane at Customer's request beyond the scope of Services or otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular, overtime, or holiday rates for labor/labour and prices for materials. Prior to Trane performing the additional services,repairs,and/or replacements,Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. 10.Customer Obligations. Customer shall:(a)provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; and (b) 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. 11.Exclusions. Unless expressly included in the Proposal,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,operation,maintenance,repair,replacement or performance of work or services outside the Services; (c)Damage,repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure; ©2023 Trane Technologies All Rights Page 4 of 6 Service Quote Reserved Page 167 of 702 Agenda Item #4. Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Pro ID: 7410835/ 1855347 (d)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 a Pre-Existing Condition of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould, bacteria, microbial growth,fungi or other contaminates or airborne biological agents;and (e)Replacement of refrigerant is excluded,unless replacement of refrigerant is expressly stated as included with the Proposal. 12.Limited Warranty.Company warrants that:(a)the material manufactured by Company and provided to the Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement and(b)the labor/labour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion (the"Limited Warranty"). 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 obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labor/labour.No liability whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Limited Warranty include claims,losses, damages,and expenses in any way connected with,related to,or arising from failure or malfunction of equipment due to the following:wear and tear; end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company-provided maintenance plan; unauthorized or improper maintenance;unauthorized or improper parts or material;refrigerant not supplied by Trane;and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product.Some components of Company equipment may be warranted directly from the component supplier,in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by the component supplier.Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by 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 THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,LIABILITIES,CONDITIONS AND REMIDIES,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 USE OR 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 IMPLIED 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. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE,IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL 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 OTHERWISE. IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, 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 13. Indemnity.To the maximum extent permitted by law, Company and Customer shall indemnify and hold harmless each other from any and all claims,actions,costs,expenses,damages and liabilities,including reasonable attorneys'fees,resulting from death or bodily injury or damage to real or personal property,to the extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims,damages,expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault,the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement,with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 14.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 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 CLAIMS 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 LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES(WHETHER DIRECT OR INDIRECT)RESULTING FROM MOLD, FUNGUS, BACTERIA,MICROBIAL GROWTH,OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS.TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE 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. 15.COVID-19 LIMITATION ON LIABILITY. The transmission of COVID-19 may occur in a variety of ways and circumstances,many of the aspects of which are currently not known. HVAC systems,products,services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19,including through the air inclosed environments. 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 OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID-19(INCLUCING THE SPREAD,TRANSMISSION OR CONTAMINATION THEREOF)(COLLECTIVELY,"COVID-19 LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID•19 LIABILITIES. 16.Asbestos and Hazardous Materials. The Services expressly exclude any identification,abatement,cleanup,control,disposal,removal or other work connected with asbestos or other hazardous materials(collectively,"Hazardous Materials"). Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for any claims, liability,fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless. ©2023 Trane Technologies All Rights Page 5 of 6 Service Quote Reserved Page 168 of 702 Agenda Item #4. Village of Tequesta—Public Safety Complex—FD Replace 5-ton Split System Pro ID: 7410835/1855347 17.Insurance. Company agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will,upon request from Customer,provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive its right of subrogation 18.Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure,this Agreement shall at Company's election(i)remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or(ii) be terminated upon ten(10)days notice to Customer,in which event Customer shall pay Company for all parts of the Services furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing,"Event of Force Majeure"includes: acts of God; acts of terrorism,war or the public enemy;flood;earthquake; lightning; tornado; storm;fire;civil disobedience;pandemic insurrections; riots;labor disputes;labor or material shortages;sabotage;restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations,permits,licenses,certificates or approvals if not caused by Company and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 19.General. Except as provided below,to the maximum extent provided by law,this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which the Services are performed without regard to choice of law principles which might otherwise call for the application of a different state's or province's law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued.To the extent the premises are owned and/or operated by any agency of the United States Federal Government,determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government.This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings,commitments or agreements,oral or written, related to the Services.No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign,transfer, or convey this Agreement,or any part hereof, without the written consent of Company. Subject to the foregoing,this Agreement shall bind and inure to the benefit of the parties 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 counterparts shall suffice as an original. No modifications,additions or changes may be made to this Agreement except in a writing signed by Company. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 20. Equal Employment Opportunity/Affirmative Action Clause. Company is a United States federal contractor that complies fully with Executive Order 11246,as amended,and the applicable regulations contained in 41 C.F.R.Parts 60-1 through 60-60,29 U.S.C.Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R.Part 60-250;and Executive Order 13496 and Section 29 CFR 471,appendix A to subpart A,regarding the notice of employee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982(U.K.)1982,c.11 and applicable Provincial Human Rights Codes and employment law in Canada. 21.U.S.Government Contracts. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement/Purchase Order are Commercial Items as defined 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"commercial"suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business.The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36;52.222-39; 52.247-64. If the Services are in connection with a U.S.government contract,Customer agrees and hereby certifies that it has provided and will provide current,accurate,and complete information,representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration,on all matters related to the prime contract, including but not limited to all aspects of its ownership,eligibility, and performance.Anything herein notwithstanding,Company will have no obligations to Customer unless and until Customer provides Company with a true,correct and complete executed copy of the prime contract. Upon request,Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractor's Customer's ownership,eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of this offer or agreement,other than the Proposal or this Agreement. 22. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.)or a First Nation or Band Council (in Canada), Customer,whether acting in its capacity as a government,governmental entity,a duly organized corporate entity or otherwise,for itself and for its agents,successors,and assigns:(1)hereby provides this limited waiver of its sovereign immunity as to any damages,claims,lawsuit, or cause of action(herein"Action")brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement,whether such Action is based in contract,tort,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or(b)if Customer is in Canada,in the superior court of the province or territory in which the work was performed;(3)expressly consents to such Action,and waives any objection to jurisdiction or venue;(4)waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement;and(5)expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-10.48(0720)-Supersedes 1-10.48(0919) ©2023 Trane Technologies All Rights Page 6 of 6 Service Quote Reserved Page 169 of 702 Agenda Item #4. TJNIVE: TRANE'S SAFETY STANDARD Trane is committed to providing a safe work environment for all employees and to preventing accidents in its business operations. To accomplish our objectives Trane has instituted safety programs, procedures and training that incorporate a progressive approach to injury prevention. PROVEN SAFETY SUCCESS Trane's safety culture in North America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. TRANE INJURY RATES V. INDUSTRY COMPETITORS Since 2003 the US Bureau of Labor Statistics records reflect Trane's Total Recordable Rate(TRIR) and Days away from work (DAFW) rate have been significantly lower than HVAC repair and maintenance contractors and Specialty Trade contractors(construction).Trane's safety culture in America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. Trane's incident(OSHA) rates are consistently 50-70% below the industry average. This outstanding safety achievement is the end result of the rigorous team oriented approach to our safety program that creates accountability and empowerment in all employees and management and fuels our institutional safety culture. This is the key to our continual improvement. SAFETY TOOLS, TRAINING& EXPERTISE Trane's service and contracting technicians are not only among the most skilled in the industry they are also extensively trained in safe work procedures. Our technicians receive safety training, equipment, tools, procedures, and management support to identify jobsite hazards and take appropriate measures to prevent personal injuries. The resources available to Trane technicians include: • Safety Training—20 hrs per year, including classroom and web-based platforms. • -Topics include, but are not limited to, Lockout/Tagout, Confined Space Entry, Hazard Communication, Respiratory Protection, Hearing Conservation, Excavations, Scaffolding, Rigging, Powered Industrial Truck operation, Ladders, Vehicle Safety, Fire Protection, PPE, Emergency Response, First Aid/CPR. • Electrical Safety—NFPA 70E compliant—electrical PPE; flame-resistant clothing; training. • Fall Protection—full complement of fall arrest and fall restraint equipment for each technician. • Ergonomics—custom-designed for HVAC field technicians, includes training, material handling equipment and procedures. • Smith System Safe Driving Program—Trane's safety Managers are certified instructors; safety Managers train technicians; 1-800"How's My Driving?" stickers are located on the back of service vehicles. • USDOT compliance—technicians scheduled within Material of Trade and Hours of Service limits and are fully qualified under Department of Transportation rules for driving commercial motor vehicles with GVWR >10,000 and 26,000 lbs. • Refrigerant Management—Service technicians are trained to manage refrigerant in accordance with U.S. EPA rules using a sophisticated electronic tracking system developed by Trane. • Empowerment-Technicians are empowered with full management support to address safety hazards as they see fit. If ever in doubt about how to do a job or task safely, the technician is required to ask a qualified person for assistance before proceeding with work. Page 170 of 702 Agenda Item #4. MANAGEMENT LEADERSHIP AND COMMITMENT Accident prevention is a primary responsibility of management at Trane. Trane's safety culture is based on the following management principles: • Leadership at the local level manages the local organization's safety performance. • Management is financially accountable for safety performance. • Local management is actively engaged in risk reduction activities and training and manages safety performance outcomes. • Management clearly communicates to all Trane employees their safety expectations and strongly enforces compliance with those expectations. • Employees are held accountable when they fail to meet safety expectations. Local management and supervisory personnel at the local level are responsible for implementation of the following safety program elements.- The Safety Management System developed by Trane—developed in accordance with OHSAS 18001. • Audits and Inspections—Supervisors, Middle and Upper Managers must conduct field inspections. Corporate Safety conducts detailed compliance and management systems audits. • Company safety compliance programs—ensure that they are fully implemented. • Safety and environmental performance—tracked using a Balanced Scorecard with leading and lagging indicators and metrics. • Subcontractor Qualification—implement this process to promote safety and safety plan compliance on multi- employer job sites. • Six Sigma and Lean—use these productivity tools to enhance safety on job sites. • Drug and Alcohol Policy—mandatory DOT required for-cause and post-accident testing after recordable injuries and property damage. • Motor Vehicle Records Search—annual checking of driving records of employees driving company vehicles. JOBSITE SAFETY EQUALS CUSTOMER VALUE At Trane safety is part of our culture for every employee. What this means to our customers is fewer job site accidents and the delays and liability concerns that come along with them. What this means to our staff is greater confidence in the practices and procedures they use on the job and the pride that comes from working for one of the premier service organizations in the world. Tighter safety standards and fewer accidents can also lead to better on-time project completion and higher quality results. When you use Trane Building Services to install, maintain or upgrade your building systems you will take full advantage of our superior safety program, low incident rates and subcontractor safety management procedures. These help you manage project risk more effectively than you could using multiple contractors or even a single prime contractor with a less impressive safety record. Page 171 of 702 Agenda Item #4. PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, 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 the Proposal or Bid. Upon request from the Village's custodian of public records, 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 Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid 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, 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, 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. Page 172 of 702 Agenda Item #4. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WX"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 173 of 702 Agenda Item #4. VILLAGE OF TEQUESTA AGREEMENT FOR AIR CONDITIONING SERVICES THIS AGREEMENT FOR AIR CONDITIONING SERVICES is entered into this L.3 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: I.' 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 Octabcr 14,ao1 i proposal letter,date 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. Paget of 7 Page 174 of 702 Agenda Item #4. 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(1)(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 Page 175 of 702 Agenda Item #4. 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 Page 176 of 702 Agenda Item #4. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: TRANE U.S. INC. r By: na Authorized Signatory (f�Ge t�~0 7 l� ., (Corporate Sea]) N-t-'t 6c-tll� 1 VILLAGE OF TEQUESTA ;,— ATTEST: By. U�L-L-�11a� OF -r Lori cWilliams, MMC �,\'V PC�AG� Village Clerk =' SEAL ?INCORPORATED:' l Page 7 of 7 Page 177 of 702 Agenda l #4. Trane US Inc. TXWE© 2884 Corporate Way Miramar, FL 33025 Phone: (561)683-8227, Fax: (561)697-8714 September 29, 2021 Village of Tequesta Superintendent Public Works 136 Bridge Road Tequesta, FL 33469 Attention: Doug Chambers 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 $166/Hr Overtime $249/Hr Holidays$332/Hr Mechanical I Straight Time $150/Hr Overtime $225/Hr Holiday$300/Hr September 29, 2021 www.trane.com Page 178 of 702 Agenda Item #4. Please note that this is not a fixed rate for any duration or term and is subject to change at any time. Materials will be billed separately. Respectfully Submitted, Will Worth Account Manager Trane September 29, 2021 www.trane.com Page 179 of 702 Agenda Rpm #A- Proposal ID: 2594788 Sk Trane U.S. Inc. 6965 Vista Parkway North, Ste. 11 West Palm Beach, FL 33411 Fax: (561)697-8714 Service Contact: (561)683-1521 September 29, 2021 Village of Tequesta Site Address: 345 Village Drive Tequesta Village Hall Tequesta, FL 33469 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 1011/2021.To assure that there will be no interruption of service and benefits to Tequesta Village Hall 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 $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. 0 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&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 Renew 1 e f 702 Agenda Rpm #A- 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 CUSTOMER 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 Renew 1 e f 702 Agenda Rpm #d_ Proposal ID: 2594788 TERMS AND CONDITIONS (SERVICE) "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 httas://www.trane.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,Customers 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;(j)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 Rene wfl;'RWe f 702 Agenda tem lard- Proposal 1D= 2594788 of any eaupmerd;and(iii)Any claims,damages,bosses,or expenses,arising from or related to wrork done by or services provided by individuals or entities that are not employed ay or hired 4 Company. 10. Llmltedl Warranly. Company warrants That;{ai"mawnal manufactured by Company and prmided to Customer In performance of the Services is free from defects In material and manufacture for a peftd of 12 months from the earlier of the duce rat oquipmenl start.-up ce replacement;and(b)tho labo(rlatxsur portion of the Maintenance Services.and Additional Work has been properly performed for a period of 9G days from dabs of completion(the'Limited Warranty'). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Limited Warranly period, Dafects must be reported to Company within the Limited Warranty period.Company's obligation under the LimiL-d Warranty is limited Io repairing or replacing the defective part at its option and to uorrectog any labocAabour improperly performed by Company. No liabl" whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full.Exclusions from b+is Warranly include claims,losses,damages and expemsm In any way connected with,ralatgd to cr arising from failure or malfunction oI equipment due to the following:wear and tear;and of life failure;cbTrosion;erosean;delarioration;Customer's failure to follow the C43mpany-provided mainbanance plan;unaulhorized or improper maintenance;unauthorized a improper parts or material;refrigerant not supplied by Trane; and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or last product. Some compcnenls of equipment manvfdctured by Company may be warranted direM from the cOmponeril suppllef, in which case this Limited 4Warrwq shall not apply to those components and any warranty of such components shall be the warranly given by such component supptler,hlatwlthsta nding%e foregoing,all warrarnbes provided herein laminate upon terminallon or canoullaWn of this Agreement, Equlpmenl„material andtor parts that are not m anufacvod by Company are not warranter) by Company and have such warranlles as may be extended by the respectlwe manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS 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 PACT,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ANDrOR LATHERS ARISING FROM COURSE OF DEALING OR 7RAIDC- COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES,ENDORSEMENT'S OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES OF QUALITY,FITNESS,MERC HANTABILITY,DURABILITY AJIDIOR OTHERS ARTS ING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES,OR ANY COMPONENT THEREOF.NO REPRESENTATION OR WARRANTY OF ANY MNO, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING, ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDNG 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 TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, 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_ Indemnity, To the maximWm exte nl permMad by law,Company and Cu9tpmer shall indemnify and hold harmless each other from any and all claims,acligns, costs;expenses.damages and liab.tlties,inclWlrfg reasonable attorneys'feces,resulting from death or bodily injury or damage to real or personal property,to the exteihl caused by the nagligenm or miscrMdud of the indemnifying party,andror its mspeelke emplcyoes or otter auftrizad agents in connection with their activities within the scope of ttis Agreemenl.Neither party shall indemnify the rimer against claims,damages,expenses,or liabilities to the extant atiributable Io the acts or omissions of the other party or third parties_If the parties are bow at fault,the otiligation to indemnify sheilI be proportional to their relative fault. The duly to indemnify and hold harmless will Ponlinve in full ford and effecl,notrwithiganding the expiration or early lamination of this Agreement,with respw to any claims based an fads or conditions That omjrred prior to expiration or terminallon of this Agreemenl 12. Llmltatl,orh of Llablillly, NOTWITHSTANDING ANYTHING TO THE CONTRARY,NEITHER PARTY SHALL EE LIABLE FOR SPECIAL,INCIDENTAL, INDIRECT,OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND JINCLUDING 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 AN AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ,ALL CLAIMS CONNECTED WITH,RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT,WHETHER BASED IN CONTRACT,WARRANTY, STATUTE,TORT(INCLUDING HEGLIGENCE�,STRICT LIABILITY,INDEMNITY OR ANY OTHER LEGAL ThFOR:Y OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND AdOR10NAL'I ORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LkARLE FOR ANY DAMAGES(WHETHER DIRECT OR INDIRECT)RESULTING FROM MOLDdMOULD, FUNGUS,BACTERIA,MICROBIAL GROWTH, OR OTHER CONTAMINATES OR !AIRBORNE BIOLOGICAL AGENTS. To THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE 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. I$_ COVID-19 LIMITATION ON LIABILITY. The transmission of CovID-19 may occur in a variety of way3 and CirGumgl6npe3,many of the aspects of which are currently not known HVAC systems, products, serv+ces and other offerings have not been lesled for tnetr effeeliweness en reducing the spread of COVID•1% including through the air in closed environments. 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 DEATHI OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO GOVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY,"COVID-19 LIABILITIES")AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID=11)LIABILITIES. 14_ Asbestos and Hazardous Materials, The Services expressly exclude any identification, abatement. cle.3nkip conlrol, disposal, removal or other work connected with asbestos polychlorinated biphenyl('f'CS}I,or other hazardous materials Icolleclively,'Hazardous Mtatenrals), Customer warrants and represents that there are no Hazardous Materials on 11w pxgmisss Thal wit in any way atlact Company's performance,except as set fr rlh in a writing signed by Company disclosing the axistance and location of any Hazardous Maleriials in all areas within which Company will be perfonrMng. Should Company become aware of or suspect the presence of Hazardous Materials,Company may immediately atop work in the affected area and notify Cuistomer_ Customer Will be responsible for rorreciing the condition in QrcordanPe with all applicable laws and regutationg. Cus gmgr shall ba exclusiwgly►esponslble for and shall indemnify and hold harmless Company (Induding Its employees.agents and sut)conlradofs)from and against any lass, clam. IlabllYry.fees, penallles, Injury(Including death)or Iioitmlity of any nature,and the payment thereof,arising out of or nelaling to arty Hazardous Materials on or about the premises,riot brought onto the premises by Company. Company shall ba mquired to returns psriormanm only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any goverrnrental agency,or examine the premises site for the presence of Hazardous Materials_ IS, Insurance- Company agrees tee maintain the following Insurance during the tern of this Agreement with limits nql less Than shown tD�elpw and will, upon request from Customer,provide a Certificate of evidervoing the following cawerago Commeirrial General Liability $2,0013,00D peraccurriantNo Automobile Liability $2,4OD,000 CSL Workers Compensetion Statulory Limits If Customer has requested t0 be named as an addlilornal Insured under Company's Insurance policy,Company will do 30 but only SWbjeot 10 COMPany'3 manusCript additional Insured enuorsemern under its plifnary Commerclal General LlabllAy poilcles, In no event does Company or Its Insurer valve rights of subrogalkhn, iB Farce Majoure, Company's duly to perform undw IN&Agreement Is contingent upon the non-oeeurrenoa of an Event of Force Majeure, If Company is unable to cant'out Any matariall obligation under this Agreement due to an Event of Force M*um,lhis Agraern rd shall at Company's election(i)remain in effect bul Company's obligations shall be suspended until the uncontrollabla exant terminates or(on)be terminated upon 10 days'notioe to Customer, in which event Customer shall pay Company for all parts of the Servioes fumished to the date of termination- An"Event Df Force Majeure'shall mean arry cause or even)beyond the pgrmol of Company. WIthM Iimiling the fpregoing,'Event of Force Maleure'includes;acts of God;acM of terrorism,war or the public enemy;flood;earthquake; Ilghtrrng;lofnado;storm;fire;dvll dlsooe&er ;vandernk;Insurrections;rats;laborlabour disputes;laborllabour or material shortages from the usual sources of supply;sabotage.rvstfalnt by court order or public aulhority(whether valid or invalid}.and action for non-action by or inability to obtain or keep in force the necessary govammental authorizations,permits,Iicanses,oarlificates or appmveds if not caused by Company;and the requirements of any applicable government in any manner that diverts eittuar the material or the finished product to the direct or indirect benefit of the government. 17_ Maintenance Services Other Thai+Solely Scheduled Service- If Company's Maintenance Serwices hereunder are not limited solely to Scheduled Service, the following provisions shall also apply,(a�Required resiorallon shall be performed by Customer al Its cost prior lc Company being obligated to perform hereunder. �D2021 Trane All rights reserved Page 4 of 5 Renew i Rpre � f 702 Agenda tem #4- Proposal 1D= 2594788 tbj sop changes, adjustments,service or repairs made to the Equipment by erry party other than Company, unless approved by Company in writing, may,at Company's option,terminate Company's obligation to render further service to the Equipment so affected;In such case no refund of any portion of the Service Fees shall be made;and(c)Customer shall(I)promptly notify Company of any unusual performarux of Equipment;(d)permit only Company personnel to repair or adjust Equipment andvor eontraks during the Term or a Renewal Taunt;and{ili)utilimm qualified personnel to property operate the Equipment in arnmrdance with the applicable operating manuals aril recommended procedures- 10- General- Except as provided below,th the maximum extent provided by law,this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by litigation In a court of competent judsdlicinon located In the state or province in which the Services are performed To the extent the premises are owned arbor operated by any agency of the United States Federal Govemr"ni,determination of any substantive esAA of law shall be aemrding to the United States Federal common law of Govamment oontracts as anundated and appfred 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 of the parties and supersedes all previous underelendings,commitments or agreements.coral or written,related to the Services. If any term or condition of this Agreement is invalid,illegal or incepebla of being enforced by any hie of taw,all nther Terms of this Aa Ireemenrt will nevertheless retrain In(us forge and effect as long as the economic or legal substance of the transaction conlemplated heretry is not affected In a manner adverse to any party hereto.Customer may not insigne transfer,of convey this Agreement,or any part hereof,without the written consent of Company. Subjed to UU9 foregoing,this Agreement shall bled and inure to tha barar}fit of the parLlos 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 ariginel,but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the severed counterparts shall suffice as an original.Customer may not assign,transfer,or eonvay this Agreement,or any pert hereof,or its righto title or interest herein,without the written consent of Company. Subjecl to the foregoing,this Agreement shall be b+nong upon and inure W The benefit of the parties'respective swcessors and assigns.No failure or delay by the Company In enforcing any right or exerclsIng any remedy under this Agreement small be deemed to be a waiver by the Company of any right or remedy 19. Equal Employment OpportunityfAMrmarUve Action Clause, Company is a federal contractor that complies filly with Executive!Order 1124&,as amended, and the applicable regulations contained in 41 C-F.R.Parts BO-t through 60-60,29 U-9.C-Seerion 793 and the applicable regulations contained in 41 C.F.R-Part E0-741;end 39 U.S.C.Section 4212 and the applicable regulations contained in 41 C.F.R.Pert 6G-2M Executive Order 13496 and Section 29 CFR 471,appendix A W subpart A, regarding the notice of emptayee rights In 1he United States and with Canadian Charter of Rights and Freedoms Schedule B ton the Canada Aot 1982(U K)1997,C. 11 and applicable Provinoml Human Rights Codes and employment raw In Canada, 20. U.S.Govemint mt SaMeas. The following provision applies only to dir"4 sales by Company to the US Govern"nL The Parlies ackncwt9dge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Ragulation(FAR).In particular,Company agrees to be bound only by those Federal contracting clauses that apply to"commercial"suppliers and that are contained in FAR 52-212- 5(e)(1). Company complies with 52.21"or 52.219-9 in ils service and installation ppmra ding business- The lfplkyMng provision applies only 14 indirgct sales by Carrapony to the U9 Government- Asa Cammerclar Item Subcontractor,Company accepts only the following mandatory flow doom provisions; 52,219- 8; 52.222.25- 52.722-35; 52,222.36; 52.222.39:52.247-£4. If the Services are In connection with a U.S. Government conlrad.Customer certnes peal It has provided and will provide current,accurate,and oomplata irvrormaliw,representations and certifications to all government officials,including but not limiled to the contrasting officer and officials of the Small Business Administration, on all matters regaled ID the prime contract, including but not limitad to all aspects of its ownership, eligibility,and performance. Anything herein notwithstanding, Company will have no ebligation9 tq Customer unless and until Custromer provides Company with a tale,correct anti complete executed copy of the prime contract, Upon request,Guslomer will provide copies to Company of all requested written communications with any government official related io Me prime contract prior to or coneutreni wllh (No execution thereof, Includiing but not limited to any coommunieaticrrs related to Customers twwkarship-eligibility or perfrrmance of the prime carAraeL.Customer will obtain written aLdhorizalion and approval from Company prior to providing any governmeni official any information about Company's performance of the Services that are the svbjecl.of the Proposal or this Agreement,other than the Proposal or this Agreement. 21- LIm1Ued Walver of Sorareign Immunity. If Cusipmer is an Indian tribe(in the U.S,)Gr a First Nation of Band Council(in f:�anada),Cusiorner,whether acpng an 6 capacity as a goverrimenl, governmental entity,a duly organized corporate entity or otherwise, for Itself and for Its,agents,successors,and assigns: (1) hereby provides this limited waiver or Its sovereign Immunity as to any damages-claims,lawsuit.or cause of archon(herein"Action')brought against Customer by Company and arising or alleged go arita out of the furnishing by Company of any product or service under this Agma wni,wMthar such Atlisan is basod in contnecA,Lori,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action shM be proper and valid(a)if Customer is in the U.S.,in any state or United Slates court located in the state in which Company is performing thisAgreemantor(b)if Customer is in Canada,in the superior court of the provirK*or territory in which the work was performed;(3)expressly consentg to such Apleon,and waives any objection to lurisdicupn or venue: (4) waives any eequlremeni.or exhaustion of tribal court or adminisAralrve remedies for any Action arising out of or related to thors Agreement; and ft¢expre&W acknaMedges and agrees that Company is clog subject to[his jurisdictRon of Customer,tribal court or any similar tribal forum,trial 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 tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The i ndividual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes The valid and legally binding obligation of Customer, enforceable in accordance watt~its terms 1-25.1 X-7(0720) Supersedes 1 26-130-7(0911a) �D2021 Trane All rights reserver! Page 5 of 5 Renew i Rger r3 f 702 Agenda Rpm #A- Proposal ID: 2598814A Sk Trane U.S. Inc. 6965 Vista Parkway North, Ste. 11 West Palm Beach, FL 33411 Fax: (561)697-8714 Service Contact: (561)683-1521 September 29, 2021 Village of Tequesta Site Address: 345 Village Drive Tequesta Public Safety Facility Tequesta, FL 33469 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. 0 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&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 Renew 1 e f 702 Agenda Rpm #A- 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 CUSTOMER 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 Renew 1 e f 702 Agenda Rpm #d_ Proposal ID: 2598814A TERMS AND CONDITIONS (SERVICE) "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 httas://www.trane.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,Customers 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; (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;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 Rene wfl;'RWe t f 702 Agenda tem #4- Proposal ID- 2598814A of any eawpmert;and(iii),Any claims,damages,losses,or expenses,arising from or related to work done by or services provided by indnridusls or entities that are not employed by or hired by Company. 10. Limited Warranty, Company warrants that;ial the material manufactured by Company and prcolMd to Customer In performance of the Services is free from defects In muturiul urld manufacture for a period of 12 months from the earlier of the data of equipment start-up ce replacement;and(b)the laboreiaLour portion of the Maintenanre Services and Additional'Work has been properly performed for a period of 90 dayr,from data of completion(tile"Limited Warranty"). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous will,the Limited Warranty period- Defects must be reported io Company within the Limited Warranty period.Company's obligation under the Limited Warranty is limited to repairing or replacing ilia defective part at its option and to correcting any labocAabour impropety performed by Company. No liability whatsoever shad attach to Company until the Malntenarnce Services and Additonal Work have been paid tow in full.Exclusions from this Warranty includta claims,I=cs,damages and expenses In any way conriected with,related to ow arising from failure or malfunction of equipment due to the following:wear and tear;and of life failure:corrosion;erosion;deterioration;Customer's failure to follow the Company-provided maintenance plan;unaulhorized or improper maintenance;unauttwrized or improper parts or material;refrigerant not supplied by Trane; and modifications made by others to equipment. Company shall nol be obligated to pay for the cost of lost refrigerant or lost product- Same oamponents of equipment manufactured by Company may be wafranted directly from the component suppller, In++filch case this, I.imited Warranty shall hot apply to those components and any warranty of such componenls sr qII be the warranty given by such component supptler,NoivAtt „i,iding tl►e foregoing,all warranties provided iiereln leominate upon terminalloti or cancellation of this A;reemew, Equlprmenl,material andlor parts that are not m anufacnwrod by Company are not warranted by Company and have such warranties as may be eOnroded by the respectlme manufacturer THE REMEDIES SET FORTH IN THI$LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,LIABILITIES,CON DITIONS AND REMEDIES,WHIETH ER iN C ONTRACT-WARRANTY.STATUTE OR TORT+INCLUDING NEGLIGENCE),EXPRESS OR IMPLIED,IN LAW OR IN FACT,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR71CULAR PURPOSE ANDIOR 07IH€RS ARISING FROM COURSE OF DEALINGG OR TRADE- COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES,ENDORSEMENT$OR CONDITIONS OF ANY KIND. EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WYARRANTiES OFGUALIITY,FITNESS,MERCHANTABILITY,DURAB1LfTY ANDIOR OTHERS ARISING,FROM COURSE OF DEALING ORTRAtDE OR REGARDING, PREVENTION BY THE SCOPE OF SERVICES- OR ANY COMPONENT THEREOF.NO REPRESENTATION OR WARRANTY OF ANY KJND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING, PREVENTING, ELIMINATING,, REDUCING OR INHIBRING ANY MOLD, FUNGUS, BACTERIA. VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDNG COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, „CONTA MINA NTS"I, WHET14ER INVOLVING OR IN CONNECTION WrrH EQUiPMENT,ANY COMPONENT THEREOF,SERVICES OR OTHERWISE.IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, 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- Indemnity, Tdthe maximum extenl permined by law.Company and Ca%lomershall indemnify and hold harmlesseacli oth*rfrom anyand all claims,aViong, costs;expenses.damages and liabilities,including reasonable attorneys`fees,resulting from death or bodily Injury ow damage to real or personal property,to me extent caused by the ryagligenm or mice widuct of the indamniiyirig party,andfor its respectheo employees Of other authorized agarrls in cormactian vAth(heir acfiuflies within the scope of ttrs Agreement.Neither party shall indemnify this other egairtst claims,damages,expenses,or liabilities to the extant attributable to the acts or omissions of the other party or third parties-If the panties are lbolh at fault,the obligation Ie indemnify shall be proportional to their relative fault. The duly to indemnify and hold harrmlegg will wrilinue in full farce an¢effeo,notwithstanding the expirelion or earty lermination of this Agreement,with respect to any Balms based an fads or conditions that occurred prior to expiration or termInalloi of this Agreenmpnt 12. Llmkatlon of Llabgily, 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 DR PROFITS, OR LIABILITY TO THIRD PARTIES),OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT,WARRANTY,STATUTE, TORT{INCL JDING NEGLIGENCE), STRICT LIABILITY,INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS- NOTWITHSTANDING ANY OTHER PROVISION OF THI$AGREEMENT,THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ,ALL CLAIMS CONNECTED MATH,RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT,WHETHER BASED IN CONTRACT,WARRANTY, STATUTE.TORT(INCLUDING NEGUGENCEI,STRICT LIABILITY,INDEMNITY OR ANY OTFIER LiEGAIL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY COVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDR1ONALWORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES(WHETHER DIRECTOR INDIRECT)RESULTING FROM Mt MOMOULD, FUNGUS,BACTERIA,MICROBIAL GROWTH, OR OTIHER CONTAMINATES OR AIRBORNE SiOLOWA1L AGENTS, TO THE MAXIMUM EXTENT AwLLOWE® BY LAW, COMPANY $HALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PR"DINGTHE ENERGY AND BUILDING PERFORMANCE SERVICES;INTERRUPTION, DELETION, DEFECT, OELAIY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; COMMUWATION FAILURE; THEFT OR DESTRUCTION OF DATA, GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK. I$- COViD-19 UMITATION ON LIAB ILITY. The vansmiesion of CO ID-19 may occur in a variety of ways and proumelen,pbg,many of the aspects of whKh are currently not known HVAtu systems, products, services and othef ofiefings have not been le-sled for their efifecilveness in reducing the spread of COVID.t% including through the air in closed environments, IN NO EVENT WILL TRANS BE LIABLE UNDER THIS AGREEMENT OR OTHERWSE FOR ANY ACTION OR CLAIM,WHETHER BASED ON WARRANTY,CONTRACT,TORT OR OTHERWISE,FOR ANY BODILY INJURY{INCLUDING OEATHM OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO GOVID-19 {INCLUDING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF} (COLLECTIVELY,"Curio-i9 LIABILITIES")AND'Gtl$TOMER HEREBY EXPRESSLY RELEASE$TRANE FROM ANY SUCH COVID41)LMMLITlr=S. 1a Asbeslos and Hazardous Materials, The Services expressly exclude any Idernlflcallon,abatement, cleanup.oonlrol, disposal,. removal or other work connected with asbestos polychlorinated Whenyl('PCB'�,or other hazardous materials(collectively,'Hazardous Matenals'). Customer wanrarits and represents that there are no Hazardous Materials on the premises Mal will in any way affect Comparry`s performance,except as set forth in a writing signed by Company 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 preaence of Hazardous Materials,Company may immediately atop work in the affected area and notify Customer- Customer will be responsible for rnrrecwing the ccinditipn in accordance with all sppllcable laws and regulsllong. Customer shall be exclusively responsible for and shall indemnify and hold h;irrnles3 Company (Including Its employees,agents and sut=nlradors)from and against any loss, claim, Ilabllity.fees, penalllea, Injury (inciodiN deathl or liability of any nature,and the payment mer'eot,arising out of or relating to any Hazardous Materials on or about%e premises,not brought onto the premises by Company. Company shall be required to r9Surt'te performante only in the absence of Hazardous 6faterials or whan the affected area has been rendered harmless. Ir no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any governmental agency,cr Examine the premises site for the presence of Hazardous Materiels- IS, Insurance. Company agrees W maintain the fcdlowuig Insurance during the terra of this Agreement wilh limits not less lhan sho4m below and witl, Upon request from Customer,provide a Certificate of evidencing the following coverage: Commercial General Liability $2,0013,00D per occurrence Automobile Liability $2.000,000 CSL Workers Compensation Statulory Limits If Customer has requested to be named as an addillocal insured under Company's Inskirance policy,Company Wit do so but only swbjw to Company's manuscript additional Insured endorsemeril under its pnmary Cotnmerclal Gemral Llabllq pollcles. In no event does Conparky or Its Insurer walve rights of subrogation. iB Farce Majoure, Company's duty to peftmi under this A greemewrt Is conllniyent upon the non-occurrence of an Event of Force Majeure, if Company is unable to cant'out any material obligation under this Agreement due to an Event of Forca M*ure,this Agre imerrt shall at Company's election(i)remain in anct but Company's obligations shall be suspended until the uncontrollable ewant terminates or(on)be terminated upon 10 days'notice to Customer,in which avamt Customer shall pay Company for all pares of the Servioas fu rnished to the dale of lemiination_ An"Event of Force Majeue shell mean any cause or event beyond the control of Company. Without limiling the foregoing,'Event of Force Majeure'includes:acts.of God;vc%of terrorism,war or the public enemy;flood:earthquake; lightning;loitado:storm:fire;cl+vll disobedience;parbdemic;insurrections;riots;IaborAabour dlsptttes;laborllabour or material shorlages from Ire usuei sources of supply;sabotage.restraint by courl order or public authority(whether watlld or Invalid),and action ow non-action by or inability to obtain ce keep in force me necessary gowemmental authorizations,permits,licenses,oerlificalers or apprmmis if rent caused by Company;and the requirements of any applicable government in arty manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 17- Maintenance services CRher Than+SolOy Scheduled Service- If Company's Maintenance Services hereunder are not limited solely to Scheduled Service, the following provlslons shall also apply;(a�Required resioraUon shad be performed by Customer al Its cost prior to Company being obllgated to perform hereunder. �D2021 Trane All rights reserved Page 4 of 5 Rena W i Rpre r f 702 Agenda tem #4- Proposal Ifs- 2598814A (bj any changes, adjusiments,service or repairs made io the Equipment by any party other than Company,unless approved by Company in writing,may,at Company's option,terminate Company's obligation W render further service to the Equipment so atfected-,In such c e no refund of any portion of the Service Fees shall be made;and(c)Customer stall(1)promptly notlfy Company of any unusual perfomuance of Equipment;(d)permit only Company personnel to repair or adjust Equipment andlor controls during the Term of a Renewal Tara;and(III)utilize qualified personnel to property operate the Equipment in wxi ordance with the applicable operating manuals and recommended proceduires_ 1 E_ General_ Except as provided below,to the maximum extent provided by law,this Agreement is made end shall be interpreted and enforced in accordence with the laws of the stale or pr"noe in which Company performs the.Services. Any dispute arising under or relating io this Agreement shall be decided by Ildgallon In a court of competent furlsolacWn located In the state of province in whKh the Services are performed. To the extent the premises are owned and+or operaled by any agency of the United Status Federal Govwrmrraant,delurminatien of any Substantive iss of law shall be aecording to 11w United States Federal common law of Government oontracts as anundatsd 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 of the parties and supersedes all previous understandings,commitments or agreements,oral or written,related to the Services. If any term or condition of this Agreement is invalid,iragal or incapable of being enforced by any nice of taw,all other Terms of lhks Agreement wilt nevertheless remain in fu+l force and effect as tonne as the economic or legal sutniance of the transaction contemplated heretry is not alfected In a manner adverse to any party hereto,Custo"Wr may not assign.v ansiler,Of convey Mls Agreement.or any part hereof,without Iha written congant of Company.. Su40d to the foregoing.,this Agreement shall bind and inure to the benefit of the parbas hereto and their permitted successors and assigns. This Agreement may be sxeoulad in several counterparts•each of which waken executed shall be deemed to be an anginal,but all together shall aonstiiute but one and the same Agreement. A fully executed facsimile copy hereon ar the several counterparts shall suffice as an original.Customer may not Resign,transfer,or convey this Agreement,or any part hereof,or its right,title or interest herein,without the written consent of Company. Subjecl to the foregoing,this Agreement shall be bindng upon and inure to the benefll of the parties'respective swicessors and assigns,No fallure or delay by the Compan?In enforcing any rght or exerclsing any remedy under cols Agreement shall be deemed to be a waiver by the Company of any right or remedy, 19. Equal Employmeird OpportunitplAifirmative Action Glause, Company is a federal contractor that complies fully with Executive Carder 11246,as amendad, and the applicable regulations contained in 41 C_F.R.Parts 60-1 through 84-60,29 U_S.C_Section 793 and the alppfirable regulations contained in 41 C.F.R_Pert E0-741;and 39 U.S.C.Section 4212 and the applicable regulations contained in 41 C.F.R_Part 60-250 Executive Grdeu 13496 and Section 29 CFR 47'1,appendix A W subpart A, regarding the notice of employee rights In IN United States and with Canadian Charter of tights and FreeUoms Schedule B to the Canada Act 19a2(tJ K)19fi2,C. 11 and applicable Proyinoal Human Rights Codes and employment taw In Canada, 20, U.S.Government Services. Tha following provision applies only to dir"4 sales by Company to the US Governmartt. The Parties acknowladge that all items or services ordered and delivered under this Agreement are Commercial Items as defined 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"oommercial"suppliers and that are contained in FAR 52.2112- 5(e)(1). Company complies with 52.21"or$2.211"in its service and installatiQn coniraLhng business. The following provision applies poly t4 Indlirer9t set"by Company to the US Govert menl, As a C:ommerclat Item Subcontractor,Company arxciapts only the following mandatory flow dawn provisions; $2,2196 B; 52 222.26. 52. 2-35; 52,222-aS; 52.222.39:52.247•64. If the Servlces are In connecko with a U.S. Government contract..Customer cerlllles that It has providad and will provide current•aacourate,and complete information,representations and oartifieations to all government officials,including but not limilad to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility,and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a Inre,correct and complete execuled copy of the prime contract. Upon request,Cuslornervall provide copies to Company of all requested written communications with any government cliclal related to the prime contract prior to or coneLwerrt with the execution thereof, Including but not lk"Ited to any communications related to Gaastomue*i uvnvrship,eligibility or performance of the prime oontraM.Customer will obtain written autiw0rizaticin and approval from Company prior to providing any governmaria offidal any information about Company's performance of the Services that are the subject of the Pmposel of this Agreement•other than the Proposal or this Agreement. 21- Llmttied Walver of 9pvaraign Immunity. If Customer is an Indian tribe(in the U.S,)or a First Nation OF Baird Cpunpl(m Canada),Customer,whether outing in cos capacq as a goxvemrnenl, governmental entity,a Auly organized corporate entity or othervelse,for Itself and for its agents, successors,and assigns: (1} hereby provides this limited walver or Its sovereign Immunity as to any damages_claims,lawsuit.or cause of action(herein'Action`)broughl against Cummer by Company and arising or alleged to arisa out of the furnishing by Company of any product or service under this Agreameml•whether such Action is based in contract,tort,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a)if Customer is in the U.S.,in any state or United Stems court located in the state in which Company is performing this Agrsemerrt ar(b)if Customer is in Canada,in the superior court of the province or terntpry in which the work was performed-,(3)expre3sly consen%to such Action,and waives any oh{ection to judrodiclign cu venue:(4) waives any eeQuirement or exhaustion of trlbal eourt or adminWrabve remedies for any Action arising out of or related to tars Agreement:and (5}expressly acknowledges and agates that Company is not subjac to Una jurisdiction of Customer's tribal court or any similar tribal fours,that Customer will not bring any action against Company in tribal court,and that Customer will not avai I itself of any ruing or direction of the tribal court permitting or directing it to su spend its payment or other obligations under this Agreement. The individual signing our behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement consiirturtes the valid and legally binding cbligallon of Customer, enfonGeable in aomrdance with atS terms 1-2 l W-7(0720) Supersedes 1 2S_130-7(0919) �D2021 Train All rights reserver! Page 5 of 5 Renew i Rger r f 702 Agenda Rpm #A- Proposal ID: 2598814B Sk Trane U.S. Inc. 6965 Vista Parkway North, Ste. 11 West Palm Beach, FL 33411 Fax: (561)697-8714 Service Contact: (561)683-1521 September 29, 2021 Village of Tequesta Site Address: 345 Village Drive Tequesta Public Safety Facility Tequesta, FL 33469 357 Village Drive Tequesta, FL 33469 SUBJECT: Continuation of Service Agreement 2598814E—BAS 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 $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. 0 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&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 Renew 1 e f 702 Agenda Rpm #A- 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 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 Renew 1 e f 702 Agenda Rpm #d_ Proposal ID: 2598814B TERMS AND CONDITIONS (SERVICE) "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 httas://www.trane.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,Customers 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; (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;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 Ren e wf1;"RWe# f 702 Agenda tem eta_ Proposal ID- 2598814E of any eawpmerd;and(tii)Any ciaima,damages,kisses,or expenses,arising from or related to vmrk done by or services provided Gy individuals Dr entities that are not employed ay or hired by Company. 10. Llmltsdl Warranty. Company warranis that;fat the rmawnal manufactured by Company and pfcNIMd to Customer In performance of the Services is ffee from defects In material and manufacture for a period of 12 months Irom the earlier of the. date CI equiprnenl start-up ce replacement;and(u)thoe labunlabour portion of the Maintenance Services.and Additional'Nark has been properly performed for a period of 94 days from dabs of completion(the"Limited Warrar in. Company obligations of equipment start-up, if any are stated in the Proposal, are€ctermirrous with the Limited Warranty period- Defects must be reported to Company within the Limited Warranty period.Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at k3 option and to correcting any laborllabour Improperly performed t}y Company. No liability, whatsoever shall attach to Company until the Maintenance Services and Additional Work Nava boon paid for in full.Extiuslens from Ifais Warranty include claims,I=vs,damages and expenses In any way donnocted with,related to er arising from failure or malfunction al equipment due to the fallowing:wear and tear;and of lire failu re_corrosion;erosion;deterioration;Customer's rail ure,to follow the Company-provided maintenance plan;unauthorized or improper maintenance;unauthorized or improper parts or material;refrigerant not supplied by Tirane; and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some componenle of equipment manufactured by Company may be warranted directly from the component supplier. In which case this, Limited'Warranty shall not apply to those components and any warranty of suds components shall be the warranty Wren by such component supplier,Notwiths„o Wing titre foregoing,all warranties provided hereln terminate upon termination or caroallaWn of this Agreement. Equlpmenl,material andlar parts that am not m anufacwred by Company are not warranted by Company and have such warranties as may be extended t'y 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 THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,LUABILITI'ES,CONDITIONS AND REMEDIES,WHETHER IN CONTRACT;WARRANTY,STATUTE OR TORT IINGLUDING NEGLIGENCE),EXPRESS OR IMPLIED,IN LAW OR IN FACT,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR7ICULAR PI)RPO$E ANDIOR OTHERS ARISING FROM COURSE OF DEALING OR 7RACE- COMPANY EXPRESSLY [DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES,ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES OFOUALITY FITNESS,MERCHANTABILITY,DURABILITY AND;OR OTHERS ARISING FROM COURSE OF DEALING ORTRADE 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,, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, EkAGTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ,rAN1' SIMILAR VIRUS) )COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WKH EQUIPMENT,ANY COMPONENT THEREOF,SERVICES OR OTHERWISE,IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE(PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WfTH ANY EQUIPMENT,ANY COMPONENT THEREOF, SERVICES OR(OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO_ 11_ Indemnity, To the maximum ext�nl permitted by law,Company and Cur%lomer shalt indemnify and hold harmles$eao[other from any and ell claims,ar lions, costs;expenses.damages and liabilities,including reasonable atwrneyV fees,resulting frorn death or bodily Injury N damage to real or personal property,to me extent caused by the negligence or misconduct of Iho indemnifying party,andror its respoctive eminkyoos or olhor authorized agerft in tAMlsttien with Itweir acgviliea within the scope of this Agreement.Neither party shall indemnify the other against claims,damages,expenses,or liabilities to the extant attributable to the acts or omissions of the other party or third parties_If the parties are both at faiult,the obligation to indemnify shall be proporlionel to their relative fault. The duty to indemnify and hold harmless will ppnlinue in full force and effect,nWwithetanding the expiration orearty lerminabcn of this Agreement,with respect to arty claims based an fads or condltlom that acci+rred pnor to expiration or termination of this Agreement 12. LIMItatloll of Llabglly, NOTWITHSTANDING ANYTHING TO THE CONTRARY,NEITHER PARTY SHALL BE LIABLE FOR SPECIAL,INCIDENTAL, INDIRECT,OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND$INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS,PRODUCT LOSS, LOST REVENUE OR PROFITS,OR LIABILITY TO THIRD PARTIES),OR PUNMVE 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 THI$AGREE THE TOTAL SAND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED INITH,RELATED TO OR lAR191NC.FROMA THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT,WHETHER BASED IN CONTRACT,WARRANTY, STATUTE,TORT(INCLUDINQ NeouGENCE),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 ABOFTIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES(WHETHER DIRECT OR INDIRECT)RESULTING FROM M=OMOULD, FUNGUS,BACTERIA,MICROBIAL GROWTH. OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY $HALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICE 5:INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER'S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED, AND UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORI+C 13- COVID-19 UMITATION ON LIAMI-ITY. The transmission of Coo ID-19 may occur in a variety of ways and prcum$IanPas,marry of the a5WGt5 of who are currently not known H+eVAC systems, products, services and other off"ngs have not Nen leafed for their effectiveness in reducing ice spread of C;Ovrr).vg including mrough the air in closed environments, IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMIENT OR OTHERWISE FOR AN 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 G OVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY,-COVID-19 LIABILITIES-)AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID4$LIABILITIES. 14_ Ast)eslos and Hazardous Materials, The Services expressly exclude any Identlflcation, abWemerst, cleanup conlrol, disposal, removal of other wort connected with asbestos polychlorinated biphenyl('f3Cg'I,or other hazardous materials{collectively,'Hazardous fwlatermis'I: Custoirrer warrants and represents that Lhera are no Hazardous Materials on the premises Ihal wilP in any way affw Company's porformance,except as set forth in a writirkg signori by Company disclosing she existence and location of any Hazardous Materials it all areas within which Company will be performing. Should Company became aware of or suspect the presence of Hazardous Materials,Company may immediately atop work in the affected area and notify Customer_ Customer will be responsible for rorreciing the condition in accordanpe with all applicable laws and regulations. Cos Omer shall h?e exclusively responsible for and shall indemnify and hold harrntess Company (Including Its employees.agents and sut)conlradors)from and against any Ions, clown, Ilablliiy.fees, penalties, Injury(IncludIN death)or lotAity of any nature,and the payment mereol,arising out of or retaking to any Hazardous Materials on cr about me premis,not brought onto the premises by Company. Company shall be required to resume porfotmanco only in the absence of Hazardous Materials or when the affactad area has been rendored harmless. In no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any goverrmwental agency,or examine the premises site for the presence of Hazardous Materials_ IS, Insurance. Company agrees W maintain the follcrMnq Insurance during the term of this Agreement wtlh limit$ nil legs than ghowm below and will, upon request from Customer,provide a Certificate of sutdtleacing the following Coverage: Commercial General Liability $2,003,000 per accurreoco Automobile Liability $2.000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an addlllonal Insured under Company's Insurance policy,COMpany will do W but only sVWW to Company's manuscript addkitional Insured endorsemern under its prfrmary Commerclal General LlabIIq policies. In no event does Company or Its Insurer valve rtphis of subrogation, 1 B Force Bllajoure. Company's duly to perform undw this Agreement is contingent upon the ndn-occurfencis of an Event of Force Majoure, If Company is unable to tarry out any material obligation under this Agraement due to an Event of Force Majieum,this Agreement shall at Company's eladtion(i)remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or ffi)be terminated upon 10 days'notice tD Customer,in which event Customer shall pay Company for all parts of the Services furnished to the date of termination_ An'Event of Force M ejeure'shall mean any cause or event beyond the control of Company. Without limiting the foregoing,'Event of Fproe Majeure'includes:acts of food;au%of terrorism,war or the pArbliv enemy;flood;earthquake; Ilghtning;lornado.storm.fire;civil discibedience; pandemic;insunectloris;rots;Iabonlabour disputes;labordabour or materal shortages from the usual sources of supply;sabotegc.restraint by court order or public authority(whether valid or invalid),ar�d action or neon-action by or inability to obtain of keep in farce me necessary govammental authorizations,permits,licenses,oerlificales or approver if net caused by Company;and the requirements of any applicable government in arty manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 17_ Maintenance services Other Than Solely Scheduled Servloe- If Company's Maintenance Services hereunder are not limited solely to Scheduled Service, the following provlslons shall also apply;(a)Required restoratlon shall be performed by Customer at Its cost prior to Company being obdIgated to perform hereunder. �D2021 Trane All rights resented Page 4 err 5 Renew i Rpre � f 702 Agenda tem #4- Proposal ID- 2598814B tbj any changes, adjustments,service or repairs made ho the Equipment by any party other than Company, unless approved by Company in writing, may,at Company's option,terminate Company's*ligation to render Further service to the Equipment so affected„In such case no refund of any portion of the Service Fees shall be made;and(c)Cuslomer shall(i)promptly notify Company of any unusual performance of Equ Iprnent,(II)permo only Company personnel to repair oradjust Equipment andor controls during lthe-term or a Renewal Term;and{Ill}utilize qualified personnel to properly operate the Equipment in ai=rdance with the applicable operating manuals and recommended procedures- 10- General- Except as provided below,to the maximum extent provided by law,this Agreament is made and shall be interpreted and enforced in accordance with the laws of the stale cc province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by Iltigallon In a court of competerkt parlsdicbon located In the state or province in whim the Services are performed To the extent the premises are owned andror operated by any agarwy of the United States Federal GcvemmoonL dalcnminahon of any substantive issue of law shall be according to the United Suites Federal common law of Government contracts as enunciated and appied by U nited 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 of the parties and supersedes all previous underetendings,commitments or agreements,oral or written,related to the Serwioes. If any term or condition flf this Agreement is invalid,illegal or incapable of being enforced by any rue of taw,all nther Terms of this Agreement will nererwheless remain In(us forge and effect as long as the economic or legal substance of the lransacilon contemplated hereby is not affected In a manner adverse to any party hereto.Cusloarier may riot atssign.transfer,or convey this Agreement,or any part hereof,without tho written consent of Company- Subliact to the foregoing,this Poresment shall blrFd and inure to n¢tarrsfit or the parties 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 Facaimile copy hereof or the several counterparts shall suffice as an original.Customer may not assign,transfer,or convey this Agreement,or any pert hereof,or its right,title or interest herein,without the written consent of Company. Sulhjecl to the foregoing,mis Agreement shall be b+nd'ng upon and inure to the benefl of the parties'respective successors and assigns.No failure or delay by the Company In enforcing any right or exercising any remedy under this Agreernenl shall be deemed to be a waiver by the Company of any right cc remedy. 19. Equal EmpGoymerrl OpportunityPAfFirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246.as amended, and the applicable regulations contained in 41 C-F.R.Parts 60-1 through 84-60,29 U-9.C-Section 793 and the applicable regulations contained in 41 C.F.R-Part E0-741;end 39 U.S.C.Section 4212 and the applicable regulations contained in 41 C.F.R.Part 60-2M Executive Order 13496 and Section 29 CFR 47'1,appendix A W suopart A, regarding the notice of employee rights In the lhrted States and with Canadian Charter of Rghts and Freedoms Schedule B to the Canada Act 19a2(U K)19fl2,c, t 1 and applicable Provincial Human Rights Codes and employment taw In Canada, 20, U.S.Governrrrent Sarvices. The following provision apples only to direel sales by Company to t1w US Government. The Parties acknovrmfti§that all items or services ordered and delivered under This Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation(FAR).In psriiculer,Company agrees to be bound only by those Federal contracting clauses that apply to'commercial'suppliers and that are contained in FAR 52.212- $(e)(1). Company complies with$2.219-8 or 62.219.9 in its service and installation conlraating business_ The following provision applles only to indirect set"by Company lathe US Government- Asa Cammerclal Item Subcontrador,Company aompts only the fallowing mandatory flow dorm provisions; 52,219 B; 52 222.26, 52.722-35; 52,222.36; 52.222.3'3:52.247-e4. If the Services are In connection with a U.S. Government contract_Customer certn"Mal It has proAdad and 01 provide current,aocurale,and complete irofwmalion,represernlalions and oarlificalions to all government officials,induding but not limited to the mntrBUng officer and officials of the Small Business Administration, on all matters related to the prime contract, inciluding but not limited to all aspects of its ownership, etigitAity,and perfermance. Anyming herein notwithstanding, Company will hays no obligations to Customer unless and until Customer provides Company we a true,correct and complete executed copy of the prime contract. U pon request.Customer will provide copies to Company of all requested written communications with any government c Alclatl related to(he prime contract prior to or concurrent wllh the exem on thereof, lvw udkhg but not limited to any communications related to Customer's ownership,eligibilily or performance or the prime matract.Customer will obtain written autMrization and approval from Company prior to providing any governmenl official any fnrormation about Company s performance of the Services t het are the subject of the Proposal cc this Agreement,other than the Proposal or this Agreement. 21- LlmlWd Wahver of Sour$reign Immunity. If Customer is an Indian tribe(in the U.S,)cc a Firal Nation or Baird Council(:in Canada),C6t%tarner,wheaher acting in 6 capacity as a government, governmental entity,a duly organized corporate entity or otherwise,for itself and for Its agents,successors,and assigns: (1) hereby provides this limited waiver or Its sovereign Im"rilly as to any damages.dalms,lawsvl6 or cause or action(herein-Action')brought against Customer by Company and arising or alleged to arise out of Ifho furnishing by Company of any product or service under this Agmeowni,whathar such Action is based ire contract,toil,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action ehBM be proper and valid(a)if Customer is in the U.S.,in any state or United Ststas court located in the state in which Company is performing this Agreemerrt or(b)if Customer is in Canada,in the superior court of the province or territory in which the work was performed;(3)expressly consents to such Action.and waives any obj ection to jurisdiction or venue: (4) waives any ee(lulremenl or exhaustion of tribal court or admineArakre remedies for any Auction wising out of ov related W this Agreement; and{5)expressly acknowledges and agrees Thal Company is noel subject to Uha jurisdiction of Customer's tribal court or any similar tribal forum,lhal Customer ON not.bring any action against Company in tribal court,and that Customer will not avail itself of any ruling or direction of the trod court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and emer into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms 1-MI W-7(0720) Supersedes 1 26-130-7(0919) �D2021 Trance All rights reserver! Page 5 car 5 Renew i Rger r3 f 702