HomeMy WebLinkAboutAgreement_General_03/03/2016 Tequesta Village Hall BAS Evaluation _02.29.16
WE MAKE BUILDINGS WORK &FM FOR UFE
Building Services r r c *1*t 1
Trane U.S. Inc.
2884 Corporate Way
Miramar, FL 33025
Phone: (305) 592 -0672
Fax: (305) 592 -0221
Service Contact: (954) 499 -6900
February 29, 2016
Site Address:
Tequesta Village Hall Tequesta Village Hall
345 Tequesta Drive 345 Tequesta Drive
Tequesta, FL 33469 Tequesta, FL 33469
Attention: Greg
Project Name: Tequesta Village Hall BAS Evaluation
This proposal is to provide a Trane BAS technician to perform an assessment of the Trane Building Automation
System Controls at above referenced site. This quote is based on 2 days labor; we will perform system
assessment and make any adjustments we can in allowable time. A report will be provided at completion along
with recommendations
Equipment List
E ui ment 10ty IManufacturer I Description
[ Building Control Unit 11 JTrane Building Automation S stem
Scope of Service
Perform factory diagnostic and evaluation
Repair system deficiencies where possible
Provide a list of repairs and remaining problems ff any
Provide a report at completion of the visit
&2016 Trane All rights reserved Page 1 of 5 Trane Service Quote
Tequesta Village Hall BAS Evaluation 0229.16
Pricing and Acceptance
Total Price: .................................................................. 2,625.00 USD
Price Includes previous onsite visit for troubleshooting as well.
Clarifications
• Applicable taxes are not included and will be added to the Invoice
• Work will be performed during normal Trane business hours.
• Any scope of work not specifically outlined above Is not included
• This proposal is valid for 30 days from February 29, 2016
1 appreciate the opportunity to earn your business, and took forward to helping you with all of your service needs
Please contact me if you have any questions or concerns,
Sincerely,
Amar Sukhai
Account Manager— Trane Sales
Cell: (786) 423 -0196
This agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions —
Quoted Service.
CUSTOMER ACCEPTANCE
Authorized �R Live
— L1�1Jfd c U-��
Printed Name
Title ' "
Purchase Order /
Acceptance Date
Trane License Number: CACO23485
02016 Trane AN rights reserved Page 2 of 5 Trans Service Quote
ADDENDUM
Public Records: In accordance with Sec. 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 the Scope of Services. Upon request,
the Contractor must provide the public with access to such records in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Further, the Contractor shall ensure that any
exempt or confidential records associated with this Agreement or associated with the
performance of the work described in the Scope of Services are not disclosed except as
authorized by law. Finally, the Contractor shall retain the records described in this paragraph
throughout the performance of the work described in the Scope of Services, and at the conclusion
of said work, transfer to the Village, at no cost to the Village, all such records in the possession
of the Contractor and destroy any duplicates thereof. Records that are stored electronically must
be transferred to the Village in a format that is compatible with the Village's information
technology systems.
Tequeste Wage Hal BAS Evaluation _02.28.16
TERMS AND CONDITIONS - SERVICE
"Company" shall mean Trani U.S. Inc. dba Tram for Company performance in Ow United Stapes and Trans Canada ULC for Company performance in
Canada,
1. Agreement Time term and conditions (Terms') wean Integral part of Company's offer and form the basis of any agreement (the'Agreamear) resulting
from Company's proposal (the'Proposar) for fire following commercial services as stated In the Propeael lcolecO rely. the'Servicem'j: inspection, maintenance
and repair (the - MaIntenarce Services on equipment (the 'Coveted Equipment'), specified Additional Work (if arty), and, if included In the Pmposel, IntAgent
Services, Energy Assessment. Energy Performance Solutions, and any other services using remote connectivity (collectively and Individually referred to in these
Toms as'Energy and Building Performance Servtose). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
2. Acceptance. The Proposal is subject to acceptance In writing by the party to whom this fifer Is made or an audwrized agard ('Custanve) de6verad to
Company wthn 30 days from the date of the Proposal, N Customer accepts the Propel by placing an order. without the addition of any other larms and conditions
of sale or any other modl cation, Customers order shall be doomed acceptance of the Proposal subject to these Terms and Conditions. It Customer's order la
expressly conditioned upon Company'& acceptance or assent to terms andlo conditions other than those expressed herein, to= of such order by Company with
Company's Tans and Conditions attached or referenced selves as Company's notice of objection to Customers terms and as Company's counter -" to perform
In accordance with the Proposal and Company Terms and Conditions. If Customer does not rejW or object in wndthg to Company within 10 days, Company's
aounter -offer will be deemed accepted. Customers acceptance of performance by Company will in any event congihde 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 deby or suspend performance or, at
its option, roneplete prima andlor Term and Conditions with Customer. If Company and Customer we unable to agree on such revisions. this Agreement shall
be cancelled without any liability, other than Customers obligation to pay for Services provided by Company to the date of cancellation.
3. Fees and Taxes. Fees for the Services (the 'Service Fees') are as set forth in the Proposal. Except as otherwise staled in the Proposal, Service Fees are
based on performance during regular business hours. Charges for performance outside Company's normal business hours steel be billed separately according to
the prevailing overtime or emergency labo/labar rates. in addition to the stated Service Fees. CUMOrner shall pay OR texas not legally required to be paid by
Company or, alternatively, shall provide Company with an acceptable tax exemption certificate.
4. Payment Payment is due upon receipt of Company's Invoice. Service Fees shall be paid no lass frequently than quarterly and in advance or perforrnance of
the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equai to the leaser of the maximum m allowable
legal knarest rate or 1.5% dal the principal amount due at the end of each month. Without lability to Customer. Company may d(sconfin ue pednrnance whenever
payment is overdue Customer she# pay all costs (Including atbmeys' toes) incurred by Company in attempting to collect amounts due or otherwise aMocIng this
Agreement.
5. Customer Breach. Each of the following tonstltutes a breach by Customer and shall give Company the right without an election of remedies, to suspend
performance or terminate We Agreement by delivery of written notice declaring lerudnetion. Upon lamination. Customer shall be table to the Company for all
Services furnished to date and all damages sustained by Company (including lost prolt and overhead): (e) Any faihre by Customer to pay amounts when due; (b)
any general asspnment by Customer for the benafd of Its oedifnra, Customers bankruptcy, Insolvency, or receivership; (c) Any representation or warranty
furnished by Customer in connection with this Agreement Is false or misleading In any material rasped when made; or (d) Any failure by Customer to perform or
Compy with any materiel provision of this Agreement
E. Performance. Company shall perform line Services in accordance with kndnstry 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 worldling conditions could endanger property
or put people at risk. Unless otherwise agreed by Custorer and Company, at Custornees expense and before the Services begin, Customer will provide any
necessary access platform&, catwalks to eatery perform the Services in compliance with OSHA, aisle, or provincial industrial safety regulations or any other
applicable Industrial safety standards or guidelines. This Agreement presupposes that all major pleas of Covered Equipment are In proper operating condition as
of the date hereof. Services furnished are promised on the Covered Equipment being In a maintainable condition. In no owl shall Company have any obligation
to replace Covered Equipment that is no longer maintainable. During the fast 30 days of this Agreement. or upon initial Inspection, andfor upon seosonai stem -up
(t icluded in the Services), It an inspendbn by Company of Covered Equipment indicates repairs or replacement is required, Company wit 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
Me Covered Equipment and adjust the Service Feces accordingly. Customer authorizes Company to utilize Customers tslophone line or network infrastructure to
corm« t to controls, system 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 respodsibie for any adverse impact to Customers communications
and network infrastructure. Company may elect to instaWattadn to Customer equipment or provide potable devices (hardware atal/o software) for execution of
control or diagnostic procedures. Such devices she# remain the personal proprietary property of Company and In no event shat become a fbthre of Customer
locations. Customer shall not acquire any Interest, We 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. Paris used for any repairs made will be Grose
selected by Company as suitable for the repair and may be pals not manuiacbxed by Company.
T. Customer Obligatlons. Customer small: (a) Provide Company reasonable and sate as to the Covered Equipment and cress where Company is to work;
(b) Follow manufacturer recommendation concerting teadown 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 manuladurer recommended teardown aced internal inspection, mejo
ovednul, restoration or refurbkhimg of the Covered Equipment: and (c) Where applicable, unless water trestrnent is epressy iedu lied in the Services, provide
professional owling tower water treatment in accordance with any reasonable recommendations provided by Company.
8. Exclusions. Unless expressly included in the Covered Equipment or ft Services, the Services do not inciuda, and Company shall not be responsible for or
table to the Customer for any clams, Imes, damages or expenses suffered by the Customer In any way connected with, relalrg to or orkIng from, any of the
following: (a) Any guarantee of room conditions or system pafomnatca; (b) inspection, maintenance, repair, replacemrd of or services for. chilled water and
condenser water pumps and piping; electrical disoonned switches or dram breakers; motor starting equipment Mal Is not factory mounted and Interconnecting
power wiring; recording or portable instruments, gouges or thermometers; non -mwAng pats or non- malntoknabie parts of the system, including. but not wed to,
storage tanks; pressure vessels, shells, Celle, tubes, housings. coatings, casings, drain pans, panels, dud word: piping: hydraule, hydronle, pneumatic, gas. or
refrigerant, insulation; pipe covering; refractory material; foes, unit cabinets; electrical whi ng; ductwork or condu#; electrical distribu#on system; hydrodc
structural supports and similar lama; the appearance of decorative casing or cabinets; damage sustained by other equipment o systems; and/or any faMUs,
ndsadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of pats made necessary as a result of electrical power
failure, low voltage, burned out trip or brash fuses, low water pressure, vandalism, misuse or abuse, wee and tea, and of life fellae, water damage, irproper
operation. unauthorized alteration of equipment accident, ads or omissions of Customer or others, damage due to freezing weather. calamity, malicious act, or
any Event of Force hare; (d) Any damage or malfunction resutisng from vibration, electrolytic action, freezing, contaminetion, corrosion, erosion, or caused by
scale or sludge an internal tubes except where water treatment protection services are provided by Company as pat of this Agreement; (e) Fungsharg any Naps of
equipment, material, or labor/labour, or performing special testa recommended or required by insurance companies or federal. Onto. or teal governments: (f)
Failure or Inadequacy of any structure or foundation supporting or surrounding the equipment to be waked on or any portion thereot; (g) Building access or
aiteratio s that right be necessary to repair or replace Customers existing equipment; (h) The normal function of stating and stopping equipment or the opening
and closing of valves, dampers or regulators normally Installed to protect equipment against damage; (f) Valves Mat are not factory mounted: balance, stop, control,
and other valves external to the device umless specifically Included in the Agreement (j) Any responsibility for design or redesign of the system or the Covered
Equipment, ahoolmoence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages alsing out of Customers
failure to comply with its obligations under this Agreement: (1) Failure or Customer to follow manufacturer recommendations concerning teardown and Internal
Inspection, overhaul and refurbishing of equipment (m) Any claims, damages, bases, or expenses, arising from or related to conditions that existed in, den, or upon
the premises before the effective date of this Agreement (' Pre- Exleting Conditions!). including, without knitation, damages, bases, or expenses Involving
pre- exlsti g building envelope Issues, mechanical issues, ping Mores. andtor Indoor air quality issues Involving mold/mould andfa hsgi: (n) Rapleeement of
refrigerant Is excluded, u replacement of refrigerant is expressly slated as included within the Services, In which can reptacement shall In no event exceed
the mated percentage of rated system charge per year expressly stated In the Service; (o) vane or rigging costs: (p) Any Services, claims, or damages ada ft out
of refrigerant not supplied by Trans. Customer shag be responsible tor. (1) The cat of any additional replacement refrigerant; (#) Operation of any oqudpmsrnt and
(E) Any claims, damages, losses. or expanses, Ming from or related to work done by or services provided by Individuals or entities that are not employed by or
hired by Company
S. Umlted Warranty, Company warrenis that (a) the material manufactured by Company and provided to Customer In performance dire Services is fray from
defects in material and manufacture for a period of 12 months from the eater of the date of equipment stern -up or replacement: and (b) the laxwAsborr portion of
Me Maintenance Services and Additional Work has been property performed for a period of 90 days from data of completion (the'Umled Wamady), Company
02016 Trane AN fights reserved Page 3 of 5 Tune Service Quote
Taquesta Village Hall BAS Evaluation 02.29.18
obligations of aquipmmd start -up, N any we stated M the Proposel, we ootemdnouswith the Urnited Warranty period. Defects not be reported to Company within
tie Limited Warranty period. Company's obligation under the United Warranty Is iknded to repairing or reps the defective part at its option and to correcting
any tboralebcor Improperly performed by Coanpa y. No flablity whatsoever shat[ attach to Company until the Maintenance Services and Additional Work have
been paid for In ful. Exclusions from this Warranty include calms, losses, damages and expenses in any way Connected with, related to or arising from failure or
malfunction of equipment due to thaPoywikp: wear and fear, and of Ee fellus; oorroMm. erosion: datsrloretim; Customers failure to follow the Compoy-provided
nneinenance plan; unauthorized or Improper mdrtecance: unauthorized or improper pares or material: mfriperent not suppled by Trsae; and modlloalimns made
by allx -m to equipment. Company shag not be obligated to pay for the cost of lost refrigerant or bat product Some components of equipment manufactured by
Company may be warranted directly from the component supplier, In which ase Ott Umled Warranty shell not apply b those components and any warranty of
such cm0tineht shall be the warranty given by such cor ponari stopper. Notwithstanding the foregoing, all warranties provided herein terminate upon
termination of cancellation of this Agreement. Equonent, materiel and/or parts that we not manufactured by Company ere not warranted by Company and have
such Warranties as may be exWidod by the respective marsafachrer. THE REMEDIES SET FORTH IN THIS UMITED WARRANTY ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LiSU OF ALL
OTHER WARRANTIES AND LIABILITIES, UABILi =. CONDITIONS AND REMEDIES, WHETHER IN CONTRACT. WARRANTY, STATUTE OR TORT
(INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED. IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTMLITY AND
FITNESS FOR A PARTICULAR PURPOSE AND10R 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, FITNEBS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR
REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLDI MOULD, FUNGUS, BACTERIA. MICROBIAL
GROWTH, OR ANY OTHER CONTAMINATE& COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY iF THE SCOPE OF SERVICES OR ANY
COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. THE ENERGY AND BUILDING PERFORMANCE
SERVICES ARE PROVIDED ON AN 'AS iS' BASIS WITHOUT WARRANTIES OF ANY KIND.
10. Indemnity. To the maximum extent permitted by law. Company and Customer shag indemnify and hold harmless each other from any and all claims, actions,
cosh, expenses, damages and lebAlles, Including reasonable atlomeys' tees, resulting from death or bodily Injury or damage to real or personal property, to the
extent cawed by the naglgsnce or misconduct of One Indemnifying party, and/or its respective employees or other authorized agents In connection with their
activities within the scope of tht Agreement. Nelferparty shall indemnify the other against dales, damages. expenses, or liabilities to the extent attributable to the
acts or omiesiaro of the other party or third partlo& if tie parties we both at fault, the obligation to Indemnify shall be proportional to their relative feull. The duty to
indemnify and hold harmless will continue In full force and effect, notwithstanding the expiration or early termination of this Agreament. with respect to any claims
based on facts or conditions that occurred prior to expiration or termination of this Agreement.
11. 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 NONPERFORMANCE 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 OVER THE i2 MONTH PERIOD PRECEDING THE DATE OF
OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY
BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLDIMOULD. FUNGUS. BACTERIA, MICROBIAL GROWTH,
OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL HOT 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; OAP$ IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER'S
DATA OR COMMUNICATIONS NETWORK
12. Asbestos and Hazardous Materials. The Services expressly exclude any identficetiorh, abatement cleanup, control, disposal, removal or Who work
connected With 6006102 polychlork ated biphenyl f PCBJ, or other hazardous materials (collectively. *Hazardous Materials'). Customer warrants and represents
that there we no Hazardous Materials on the premises that will In any way affect Company'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 presence of Hazardous Materiels, Company may Immediately stop work in the affected area and notify Customer. Customer will be resporePok for
correcting the condition In accordance with all applicable laws and ragrdabons. Customer shall be exclusively responsible for and shall indemnify and hold
harmless Company (Including Its employees, agents and subcontractors) from and against any bas, ohlm, Iablity, fans, penalties, injury (including death) or
liability of any nature, and the payment thereof, arising out of or tahtng to any Hazardous Materials on or about the promises, not brought onto the premises by
Company. Company slag be required to resume performance only In the absence of Hazardous Materials or when the affected area has been rendered harmless
In no event shah Company be obligated to transport or handle Hazardous Materials, provide any notices to arty govermmrntal agency, or examine One promises site
for the presence of Hazardous Materials.
13. Insurance. Company agrees to maintain the following insurance during the term W this Agreement with limits not less than shown below and will, upon
request Nom Customer, provide a Certificate of evidencing the following coverage.
Commercial General Uabllty $2,000,000 per occurrence
Automobile Liability $2,11Xm,01)D CSL
Workers compensation Statutory Umdh
If Customer has requested to be named as an additlomi Insured under Company's Insurance policy, Company will do so but only subject to Company's manuscript
additional Insured andweement wider Its prknay Commercial General Liability policies. in no event does Campo ny or Its insurer wave rots of subrogation.
14. Fora Mojeure. Companys duty to perform Harder this Agreement is contingent upon the nonoccurrence of an Event of Force Ma)aure. Ii Company Is unable
to carry out any maid,[ obligation under this Agreement due to an Event of Force Majoure, this Agreement shall at Companys election (i) remain In effect but
Companys obligations shall be suspended until the uncontrollable event temtnetes or (I) be terminated upon 10 days' notice to Customer, In which evert
Customer shall pay Company for all pans of the Services frmhhed to tie date of termination. An *Event of Face Majeure' shall mean any cause or event beyond
the control W Company. Without limiting the foregoing, 'Event of Force MajetW Inciwdac: acts of God; act of terrorism, war or the pubic enemy, flood;
earthquake: liggtning; tomedo; storm; fire: dvd disobedience, pandemic insunectfans; rkt; Iaborflabonu dtsputes; labor/fabow or material shortages from the
usual sources of supply; sabotage; restraint by coat 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, lenses, certificates or approvals if not cawed by Company, and the requirement of any applicable
government in any manner that divert aither the material or the frdshed product to the dired or Indirect benefit of the govemment.
15. Maintenance Services Other Than Solely Scheduled Service. If Company's Maintenance Services hereunder am not Maned so" to Scheduled Service,
the following provisions shall also apply. (a) Required restoration shag be performed by Customer at it coat prior to Company being obligated to perform
hereunder, (b) any changes, a4usbnerts. service or repairs made to the Equipment by any parry other than Company, undoes approved by Company In writing,
may, at Company& option. to mints Company's obligation to tender lurthar service to the Equipment so affected; In such ease no rebind of any portion of the
Service Fees shall be made; and (c) Customer shall (I) promptly notify Company W any unusual performance of Equipment (11) permit only Company personnel to
repair or e*et Equipment andlar controls dung the Term or a Renewal Tenn; and (B) ufte qualified personnel to property operate the Equipment In aeoordence
with the applicable operating manuals and recommended procedures.
18. Remote Connectivity. Customer grants to Company the right to remotely corned (via phone modem, Internet or other agreed upon means) to Customers
building automation system (BAS) and or HVAC equipment to view, extract, or otherwise called and retain data from the BAS. HVAC equipment, or other building
system, and to diagnose and remotely metre repairs at Customers request The Intelligent Services. Including any reports and other Inbrmatioa Company
provides, are Intended to provide operational assessments and recortmendelom Electronic Monitoring. Any electronic monitoring Company performs is
wndartaken solely to enable Company to called ailed tie data and perform any analyst Included In Company's Services. Customer agrees that Company is not Made for
Inability to perform and/or bases that may occur In cases of rnalfumtionn or noRkrctlonirg of communications equipment, HVAC and other equipment, the energy
management system, fakes to IdenOy equipment or system performance Issues, faitnre to recommend corrective action, or otherwise related to the monitoring of
Customer's equipment and building systems. Data Collected. Customer hereby gratis to Company tie Irrevocable, perpetual, nonexclusive, worldwide,
roy *fm right and kern to war, reprodwx, display, distribute ntemNy or externally and prepare derivalrve waft based upon anysuch data Company collect
from Customer. Company she# not use or publish such dots in any ray Get Identifies Customer as the source of that date without Cuslomeet prior written consent
02018 Trans AR rights reserved Page 4 of 5 Trans Service Quote
Tequests Village HaN BAS Evaluation 02.29.16
The data Company will called from Customer will not include any personal or individual information. Upon Customer's written request. Company will endeavor to
Provide an electronic cry of data collected from Customer, subjed to availability. For Energy and Building Performance Services (except Energy Awesomerds
and digital assessments). Company will use comnmrdally reasonable efforts to stoic Cudomafs date for up to 18 months. Company armd guarantee the
availability of the data. Qsla Privacy and Sscusky. Company has implemented various security measures for the purpose of pmbmdng Customer's data against
accMantst or unlawful access, unauthorized disclosure, loss, destruction, and alteration. Customer is responsible for maintaining the canliderdtlaliiy of Customer's
user name(s) and pscsword(s). Customer is responsible for at uses of Cuslomer's password(&), whether or not authorized by Customer. Customer Must Inform
Company immediately of any unauthorized use of Customer's user name(s) or posewmtd(s). Transmission of data over tie Infernal by its asbre entails to sae of
systems under the control of third parties, and as a rams Company cannot ensure total control of the security of such systems. Company will Win commercially
reasonable efforts to ansun that data and other configuration parameters are not visible at accessed by o th er customers. ers. Customter aclvwwiedges clef the very
nature of communication via The Internet raids Company from offering any guarantee of the privacy or confidentiality of Information relating to Customer passing
over the Intamet. In gaining access via the Internet, Customer also a4tnowiadges and accepts that electronic cornmunin8on may not be trace from interference by
unauthorized person and may not remain confidential. Customer therefore accepts that access and abrage of date is at Customer's own rusk Company will notify
Customer of any breach in security of which Company become aware. Any breach In privacy of which Customer become aware should be reported by Customer to
Company Immediately. Company does not disclose Customers information to third pates for their marketing purposes. but Company does use third party
software and services to anoint Company with collecting and analyzing Information. Company may am disclose Customers bnfomaton 9requited to do to by law,
In which sae. Company would hdorrn Customer *touch disclosure.
17. General. Except as provided below, to the maximum extent provided bylaw. this Agreement Is made and shall be interpreted and enforced in accordance with
Me laws of the std or province in which Company performs ft Services. Any dispute arising under or relating to this Agreement shill be decided by litigation in
a court of competent jurtsdiction located in the stab or province in which the Services are performed. To the extant the premises are owned andro operated by any
agency of the United States Federal Govammeut dOWMIPA9on of any substantive issue of low ahoy be according to ft United States Federal common law of
Govemment contracts as enunciated 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
eonrnibnents or 691e0frhents, oral or written. tainted to the Services. It any term or condition of this Agreement Is Invalid, illegal or incepabie of being enforced
by any rule or low, an oter Tema of this Agreement will nevertheless remain in full fora erred aft cl as long as the economic or lsgai substance of the transaction
contemplated hereby Is not affected in a manner adverse to any petty hereto. Customer may not assign, transfer, or convey We Agreement, or any part hereof,
without the written consent of Company. Subject to the foregoing, this Agreement shat bind and Inure to tree bereft of the parties hereto and their permitted
successors and assigns. This Agreement may be executed in several counterparts. each of which when executed ahall be deemed to be an original, but all
together shall constitute but one and the same Agmeme t. AMY executed tacslin k copy hereof or the several counterparts shelf sudifce as an original Customer
may not aselgn, transfer. or convey No Agreement. or any part hereof, or Its tight, title or Interest herein, without the w ribs n consent of Company. Subject to the
foregoing. this Agreement stet be binding upon and Inure to the benefit of the panes' respective successors and assigns. No falore or delay by to Company In
enforcing any right or exercising any remedy under this Agreement shag be deemed to be a waive by the Company of any right or remedy.
18. Equal Employment OpportunitylAfftrmetivo Action Clause. Company Is a federal contractor that complies fully with Executive Order 11246, as amended,
and the applicable regcletons contained In 41 C.F.R. Pats 80-1 through 60-80, 29 U.S.C. Section 793 and the applicable regulations contained In 41 C.F.R. Pat
60.741; and 38 U.S.C- Secton 4212 and tha applicable regulations contained in 41 C.F.R. Pat 60.250 Executive Order 13496 and Section 29 CFR 471, appendix
A to subpart A, regarding to 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 low in Canada.
19. U.S. Oovarnment Services. The following provision applies only to direct solos by Company to the US Government. The Parties admowledge that all
items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of ft Federal Acquisition Repletion (FAR)_ in
particular. Company agrees to be bound only by those Federal contracting clauses that apply to 'commercier suppliers and that are contained in FAR
52.212- 5(e)(1). Company comp es with 52219.8 or 52219.9 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: 52222 -26; 52.222 -35; 52.222 -36: 52222 -38: 52247 -64, If the Services are in connection with a U.S. Government contract Customer
certifies that It has provided and will provide current accurate, and complain information, representations and cortificell ns to all government offkW including but
not limited to the contracting officer and officials of the Small Business Administration, on ail matters related to the prime cont a4. Including but not forted to all
aspects of ft ownership, eligibility, and perkri nance. Ar Ing herein notwithstanding, Company will have no obligations to Customer unless and urdi Customer
provides Company with a true, correct and complete executed copy of the prime contract Upon request Customer wit provide copies to Company old requested
written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, Including but not imted to any
communications related to Custnmnt's ownership, eigibiity or performance of the prime contract. Customer will obtain written authorirstion and approval from
Company prior to providing any government official any information about Companys performance of the Services that are the subject of the Proposal or this
Agreement, other ten the Proposal or fhb Agmement.
20. Umlted Waiver of Sovereign tmmun ty. If Customer is an Indian tribe (in tie U.S.) or a First Nation or Send Council (in Canada), Customer, whether acting
In its capacity as a government, govemmsntal catty, a duly organized corporate entity or otherwise, for Itself and for its agents, successors. and assigns: (1)
hereby provides We Ilrnited waiver or its sovereign immunity as to any damages, dolma, iawsut, or cause of action (herein'Adion') 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 contrac
tort, strict liability. civil liability or any otter legal theory; (2) gees that jurisdiction and venue for any such Acton shelf be proper and veld (a) N Customer is In the
U.S., In any state or United States cowl t Atad In the state In which Company is performing No Agreement or (b) If Customer Is In Canada, in the superior curt
of the province or territory in which the work was performed; (3) expressly consents to such Action. and waives any objection b jurisdiction or venue: (4) waives any
requirement of exhaustlan of tribal court or adminkiatrya remedies for any Action arising out of or related to We Agreement; and (5) expressly admowledges and
agrees that Company Is not subject to the Jurisdiction of Customers tribal court or any similar tribal forum, get Customer will not bring any action against Company
In tribal court and that Customer will not ovei feet of any ruing or direction of ft tribai court per niting or directing t to suspend its payment or oter 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 thin Agreement constitutes it* valid and legairy binding obligation of Customer, enforceable In accordance with ft terms.
1- 26.130 -7 (0415)
Supersedes 1- 28.130 -7 (1114)
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