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HomeMy WebLinkAboutAgreement_General_11/10/2016 (4) 7RWE Building Services Trane Service Agreement Building Automation System TRANE SCHEDULED SERVICE AGREEMENT COMBINED BAS AND MECHANICAL 3YR. SFRVICF PROPOSAL FOR Tequesta Village Hall 345 Tequesta Dr. Tequesta, FL 33,469 U.S.A. Douglas Chambers - m SITE ADDRESS Tequesta Village Hall 345 Village Drive Tequesta, FL 33469 United States aMFw !_OCAL TRANF OFFiCF mss; Trane U.S. Inc. 6965 Vista Parkway North Suite # 11 ^~ West Palm Beach, FL 33025 LOCAL T RANE REPRL5EN T A T IVE. t Amar Sukhai Cell: (786) 423 -4196 Office: (561) 683 -8227 PROPOSAL IDI AGREEMENT NUMBER 2151046! 08.23.16 DATE. August 23. 2016 US COMMUNITIES CONTRACT f USC15- JLP -02 US COMMUNITIES PROPOSAL 40- 439658 -16 -001 W'E WAhE €#( LOHYGS WORA 8ETTER FOR LIFE,- WE' Building Services TRANE SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM Executive Summary Thank you for choosing Trane Building Services as your building automation system (BAS) support provider. Your building automation system. driven by Trane Tracer TM controls, is vital to the operation of the HVAC equipment you depend on to help you maintain temperature, humidity and air quality within the strict parameters your organization requires. Occupant comfort, productivity, quality assurance and energy efficiency are just a few of the objectives that may be impacted by indoor environmental conditions in a typical organization. However, all technology requires some attention from time to time to sustain its peak performance and prolong its useful life. Your building automation system is no exception. This Service Agreement for Building Automation Systems— delivered by Trane professionals who are knowledgeable in both HVAC equipment and controls— benefits a wide range of objectives: • Sustainability - Improving operational integration between HVAC equipment and the BAS system reduces energy use, thereby lightening your carbon footprint and advancing your sustainability goals. • Peace of mind - Continuous review and analysis sustains peak performance over the long term and helps prevent system failures and unexpected downtime. Back -up plans built into this agreement are designed to restore data and reboot systems quickly in an emergency situation. 2417 monitoring through Trane Intelligent Services enables Trane to detect potential problems. avoid downtime, and keep your organization productive and profitable. • A stronger bottom line - Excessive, unnecessary energy consumption and emergency repairs can erode your bottom line. Regular, planned BAS service is a nominal expense that typically pays for itself through energy and operational cost savings. • Operational consistency and continuous improvement - Your building automation system is also the enabling technology behind Trane Intelligent ServiceSTV. which remotely monitors critical building systems to ensure the physical environment of the building is being strictly maintained. Establishing connectivity between your building automation system and the Trane Intelligent Services Center allows Trane to continuously capture and analyze data from your building. Based on that stream of information, our Technical Specialists can proactively recommend improvements and follow through with the appropriate service actions. Exclusive aspects of this Service Agreement leverage Trane Intelligent Services'TM' (TIS), a revolutionary integration of technology and Trane professionals. TIS gathers active intelligence from your building's data, allowing Trane to identify what must be done to improve system performance and sustain the conditions that contribute to the mission of your organization We are committed to working with you to maintain the building automation system that is essential to creating and sustaining the indoor environmental conditions that support the objectives of your organization. The details of that commitment are provided in the following pages. WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO WORKING WITH YOU. PS`t M1L]Rt tiUi! i!f,4�� a`iC�%fA yt) (.N kUH Llft MWE Building Services TRANE SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM Added Value Proper maintenance can save an estimated 12 -1$ %" of your budget compared to a run -to -fail approach. A Trane BAS Service Agreement is structured to help you manage your lifecycle costs and capture those savings. v � Research has shown that regular maintenance can: Cut unexpected breakdowns by ................ Reduce downtime b Lower equipment repairs and maintenance costs by...... Reduce energy consumption by....... .. ............................. In addition to financial value, when you partner with Trane you can expect: f Contract and Financial Benefits Assigned Service Team - Your service team will consist of a professional Service Coordinator, Service Technicians and an Account Manager, all with extensive HVAC systems and BAS experience. Our technicians have a thorough understanding of building automation systems and the associated controls, along with heating, refrigeration and airside systems. Priority Response - As a Trane Service Agreement customer, you will receive service priority over time and materials customers. Automated Scheduling System . Trane utilizes a computerized scheduling program to ensure that all services included in the agreement are performed as stated. Financial Benefits - The implementation of this building automation system support agreement from Trane can help control the costs of operating your building in several ways: Lower energy consumption: reduction in the costs and disruptions caused by downtime; planned. budgeted and controlled operating costs, and reduced maintenance. All of these benefits can be gained through a structured contract for support. 7 7 IVE ,MAKF BtHWWGS *arl" BFrTER MR U rF. ` Superior Service Delivery Trane's original equipment manufacturer (OEM) Service Delivery Process Ensures consistent quality through: • Focus on building environments • Uniform service delivery • Pre -job parts planning • Documented work procedures • Efficient and economical delivery of services • Emphasis on safety Service Work Flow - Trane utilizes an industry - exclusive service flow process that includes detailed procedures and identified steps for: safety, parts, materials, tools and sequence for execution. Trane procedures also include steps for safety, quality control. work validation, and environmental compliance. This process assures a complete service event. No critical steps are skipped or lost. Systems serviced in this way offer a higher degree of reliability and operational longevity. These exclusive service procedures deliver superior service and most reliable outcomes at the most cost - effective price. Where applicable, the Trane service process meets or exceeds ASHRAE 180 -2008 Standard Practice for Inspection and Maintenance of Commercial Building HVAC Systems. �` Knowledge Transfer Documentation - Work performed on your equipment will be documented by the technician and reviewed with you at the completion of each visit. Operational System Optimization - Trane Service Technicians will review operating sequences and practices for the equipment covered by the agreement and advise you of operational improvement opportunities. Training for Facility Staff — Operator training and coaching is available per the service agreement. Additional training can be customized to meet your site specific needs. n Health and Safety Safety Management Program - Trane Building Services employs several full time Occupational Safety and Health Administration (OSHA) 30 -hour certified safety managers who are available to perform safety consultations relating to the service performed at your site. Our Safety Management Program includes monthly safety training for all Trane Building Services field personnel, field supervisor jobsite audits, technician job safety analyses and other key risk assessments and control strategies. Personal Safety - Trane service technicians are, at a minimum, OSHA 10 -hour certified, or equivalent with yearly retraining on all key occupational safety and health topics. Many of our technicians have participated in "Smith Safe" driver training and some are Department of Transportation (DOT) Hazmat certified. They are provided with up -to -date personal protective equipment (PPE), training on its use and limitations, and FR protective apparel. Trane maintains an industry- leading position in National Fire Protection Agency (NFPA) 70E Electrical Safety, technician ergonomics and fall protection programs- Drug-Free Workplace - Trane Building Services maintains a Drug -Free Workplace, with a robust drug and alcohol testing program. WE MAKF am Mrs WORK BfTTFR fOR L rPE. � TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL The Agreement SERVICE PROPOSAL FOR LOCAL TRANE OFFICE Village of Tequesta Trane U.S. Inc. 345 Tequesta Dr. 6965 Vista Parkway North Tequesta, FL 33469 U.S.A. Suite # 11 Douglas Chambers West Palm Beach, FL 33025 SIZE AUURhSS. LOCAL TRANS REPRESENTATIVE. Tequesta Village Hall Amar Sukhai 345 Village Drive Cell: (786) 4234196 Tequesta, FL 33469 Office: (561) 683 -8227 United States PROPOSAL ID AGREEMENT NUMBER 2054084 / 04.05.16 DATE. April 5, 2016 CONTACT TELEPHONE NUMBER FOR SERVICE (954) 499 -6900 Scope of Services — Standard Inclusions System Analysis and Review Trane will review the building automation system to minimize software problems identify and correct programming errors, failed points, points in alarm and points that have been overridden. Software optimization improves system efficiency, assures compliance to specified conditions, and reduces the risk of costly and disruptive system problems. Regularly scheduled on -site visits by Trane technicians also provide the opportunity to meet with on -site operators, review the system and address any questions or concerns they may have. Control Loop Tuning Loop Tuning assures the system is operating at peak performance for the upcoming season. Operators may make manual changes during the heating or cooling season to accommodate current comfort requirements. During Control Loop Tuning, any changes that were made in previous months are reviewed and adjusted to accommodate changing seasonal conditions. The operation of mechanical loop components is verified. as well. Sequence of Operation Verification Sequence of Operation Verification assures the system is operating as intended. During this assessment, unreleased manual overrides are discovered, scheduling discrepancies are corrected, and appropriate set point values are evaluated. WE Af W RON! OAKS .4YKK RFTTFA FOR 1 NFF 62016 Trane Ali rights reserved Page 1 of 14 TRANS SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tracer Database Backup Throughout the year, changes are continuously being made to the database in response to energy efficiency, occupant comfort or operator interface issues. Trane maintains current and archived backups of all vital Tracer databases to expedite system recovery and restoration to the last known set -up following a catastrophic event. Software Service Pack Updates The latest service pack updates will be downloaded and installed to the existing software version when available. This assures the software is always up to date with the current versions that enhance usability and functionality. Operator Coaching During regularly scheduled visits. Trane technicians will work with on -site operators to develop their skills and proficiencies to help ensure they fully understand how to effectively use the system. VAV Front -End Analysis Ensures reliable and optimized performance of the VAV Boxes connected to your primary control system. VAV Boxes can drift, due to a number of mechanical or electrical reasons. This procedure analyses the VAV system from the front end to ensure that the spaces served by your VAV boxes are controlled within tolerance while maintaining a comfortable environment for building occupants. Obtaining Service To obtain repair service within the Scope of Services, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page. The Trane District office identified on the first page of the Agreement is responsible for Trane's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For repair service covered under this Agreement, Trane will be responsible for the cost of transporting a part requiring service. 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 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. WT MANE 801 INWS G6MK MTTFR FOR ! IFF 02016 Trane All rights reserved Page 2 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL • r TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM Equipment Coverage and Services The following "Covered Equipment" will be serviced at: Tequesta Village Hall Equipment Qt Manufacturer 'Model Number Annual Insp Run Insp Zone Temp Sensors 14 Trane 4190 -1090 1 3 Building Control Unit 1 Trane BMTX 1 3 AHU Controllers 3 Trane MP580 /1 1 3 VAVs 13 Trane VAVs 111111 /IV 1 3 Relays 12 Misc RLY2958 1 3 Actuators 6 Belimo NM24US 1 3 Current Switches 2 Kele CS1150A 1 3 Duct Humidity Sensor 2 Kele HD20K 1 3 Space Humidity Sensor 1 Kele HW20K 1 3 Duct Temp Sensors 13 1 Kele ST- D24 -XH 1 3 WT MAXF BUN DNVGS WORK BETTER FOR LIFT ©2016 Trane All rights reserved Page 3 of 14 TRANS SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL TRANE SCHEDULED SERVICE AGREEMENT FOR MECHANICAL Scope of Services Standard Inclusions Provided in your Scheduled Service Agreement: Q Trane Scheduled Maintenance Scheduled number of specific service events and associated labor performed during Trane normal business hours as outlined in the Equipment Coverage and Services section of this Agreement. Basic materials and supplies determined necessary by the Trane Technician for the normal performance of Scheduled Maintenance are covered by the annual fee and include grease, cleaning solvents, and wiping cloths. Q Refrigerant Management This scope includes: • Refrigerant Replacement at 0% of Charge per unit per year • Trane Technicians will capture and track all refrigerant activity performed by Trane for each piece of Covered Equipment • Refrigerant Usage Reports can be generated annually Trane Laboratory Analysis The Trane Chemical Laboratory performs routine analysis and trending of oil, absorption solutions, and refrigerants as required. Equipped with this knowledge and Trane's extensive experience we can identify and head off potential system failures more definitively than service providers who depend on third party testing laboratories. Obtaining Service To obtain repair service within the Scope of Services, contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page. The Trane District office identified on the first page of the Agreement is responsible for Trane's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For repair service covered under this Agreement. Trane will be responsible for the cost of transporting a part requiring service. 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. AT MAKE BUO QMAIO$ WMK BETTER FOR 1 fFF " (,2016 Trane All rights reserved Page 4 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL The following is an overview of the scope of Trane's services to be performed on Covered Equipment. Items marked are included in this agreement. Annual Maintenance Inspection (1) on all equipment listed Operating Inspections Qty(3) Scheduled Maintenance Labor Scheduled Maintenance Parts and Materials Emergency Repair Parts and Materials (labor provided at prevailing hourly rate) — included in full coverage option Emergency Repair Labor: Repairs will be performed on covered equipment during Trane regular business hours. — included in full coverage option Overtime Repair Labor for Emergency Failures (outside Trane regular business hours) — included in full coverage option Refrigerant Replacement 10% of Charge per year— included in full coverage option Refrigerant Usage Reporting Please Note: Overtime Labor for Scheduled Maintenance, requested by customer, to be performed after regular Trane business hours, will be billed at $60.00 per hour, per technician. WF MAKF 6MI MACS hVRR RFZTFR RV LIFF " «'2016 Trane All rights reserved Page 5 of 14 TRANS SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL i Specifically excluded under this agreement: 10 Year Overhaul or 10 year/40,000 hour R'Newal Service if applicable • Repairs due to corrosion or erosion of equipment Maintenance or repair of non - maintainable items (i.e. Piping, valves, insulation) • Power wiring, disconnect switches and circuit breakers • Crane or special rigging service required for repairs Repairs resulting from acts of god (hurricanes, lightning etc) TRANE SCHEDULED SERVICE AGREEMENT Equipment Coverage and Services The following "Covered Equipment" will be serviced at: Tequesta Village Hall Mechanical System: Equipment Manufacturer M odel N umber Serial Number AC -1 Condenser 1 Trane TTA09OD300 NA AC -2 Condenser 1 Trane TTA09OD300 6324J2BAD AC -3 Condenser 1 Trane TTA09OD300 13191 MGLYA AHU -1 FINANCE 1 Trane MCCB T08M72533 AHU -2 ADMIN 1 Trane JMCCB T08K65975 AHU -3 CHAMBERS IMCCB003NAE K06E57450 WE NUE WK OM WW &-7M MR LKE 02016 Trane All rights reserved Page 6 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tequesta Village Hall BAS & Mechanical SA New 3yr Proposal ID: 2151046 -- TRAHE Building Services TRANE SCHEDULED SERVICE AGREEMENT Customer Service Flows s . >V r The following Customer Service Flows provide additional service description detail for Covered Equipment. Note: There may be differences per the agreement in the work being performed between sites and the equipment on those sites. Mechanical System: Condenser Annual Maintenance Description • Customer Notification • Initial Site Inspection • Review Diagnostics • Verify Line Voltage • Lock. Out Tag Out where applicable • Acid Test • Electrical Inspection • Condenser Fan Check • Visual Condenser Coil Check • Low Temperature Sensor Calibration • Leak Test Inspection • Meg Compressor Motor(s) • Condenser Coil Cleaning • Remove Lock Out Tag Out and Restore Power • Start Unit • Complete Required Paper Work LVE MAKE OWDONGS 0VY1RM FETTER FOR LIFT" (;2016 Trane All rights reserved Page 7 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tequesta Village Hall BAS & Mechanical SA New 3yr Proposal ID: 2151046 MWE Building Services Air Handler Annual Maintenance Description • Customer Notification • Initial Site Safety Inspection • Visual Equipment Inspection • Lock Out Tag Out • Electrical Inspection • Supply Fan and Motor Inspection • Meg Supply Fan • Condensate Drip Pan Treatment • Condensate Inspection • Air Handler Filter Inspection • Return Unit to Normal Operation • Manual Log With Electronic Device Air Handler Quarterly Maintenance Description • Check the general condition of the unit. • Verify proper operation of the motor and starter. • Verify proper operation of the control circuit. • Verify smooth operation of the unit. • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. Condenser Quarterly Maintenance Description • Check the general condition of the condenser. • Verify proper operation of the fan motor and compressor. • Verify proper operation of the control circuit. • Verify smooth operation of the unit. • Provide a written report of completed work, operating log. and indicate any uncorrected deficiencies detected. Description Quantity Per Term Annual Factory Recommended Maintenance for both BAS and Mechanical 1 Quarterly Operational Inspection for both BAS and Mechanical 3 Wf MAXF AUV! DINGS :4YH7X Rf T7f,9 F(1R [ 1FF ' 62016 Trane All rights reserved Page A of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tequesta Village Hall BAS & Mechanical SA New 3yT Proposal 10: 2151046 TJNNE Building Services TRANE SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Pricing and Acceptance Douglas Chambers Site Address: Superintendent Tequesta Village Hall Village of Tequesta 345 Village Drive 345 Tequesta Dr. Tequesta, FL 33469 Tequesta, FL 33469 U.S.A. United States Trane Service Agreement This Service Agreement for Building Automation Systems and Mechanical consists of the pages beginning with the page entitled "The Agreement." the consecutively numbered pages immediately following such title page, and includes and ends with the Trane Terms and Conditions (Service) (collectively, the "Service Agreement" or "Agreement "), Trane agrees to inspect and maintain the Covered Equipment according to the terms of this Service Agreement, including the "Terms and Conditions," and "Scope of Services" sections. Trane agrees to give preferential service to Customer over non - contract customers. Service Fee As the fee(s) (the "Service Fee(s)") for the inspection and maintenance services described in the Scope of Services section with respect to the Covered Equipment, Customer agrees to pay to Trane the following amounts. plus applicable tax, as and when due. OUR PRICING USES THE US COMMUNITIES CONTRACT 15 -JLP -023 PRICING STRUCTURE AND APPROVED RATES. Please Note: The current USC rate for BAS is ST $1481Hr OT. $2221Hr Holidays: $2961Hr. BAS Rate below reflects a Discount. BAS _ Straight Time $1441Hr Overtime $2171Hr Holidays $2891Hr Mechanical Straight Time $1321Hr Overtime $1981Hr I Holiday $2641Hr Contract Year BAS & Mechanical Annual Amount USD Quarter) Contract T ype Year -1 $7,124.00 $1,781.00 Inspection Onl Year -2 $7,124.00 $1,781.00 Inspection Onl Year -3 $7,124.00 $1,781.00 Inspection Onl A one -time 3.00 % discount is offered for full payment of 3 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. The discount for advance payment is not applicable to credit card transactions. Please check the box for this option. In addition to any other amounts then due hereunder, if this Agreement is terminated or cancelled prior to its scheduled expiration, Customer shall pay to Company the balance of any amounts billed to but unpaid by Customer and, if a "Service Project" is included in the Agreement, the Cancellation Fee set forth in "Exhibit A" Cancellation Schedule attached hereto and incorporated herein. which Cancellation Fee represents unbilled labor, non -labor expenses and parts materials and components. Terni The Initial Term of this Service Agreement is 3 years, beginning October 1, 2016 and expiring September 30, 2019. However, Trane's obligation under this Agreement will not begin until authorized representatives of Trane and Customer have both signed this Agreement in the spaces provided below. WF MAAF 6UkMX6S *WK 8FrTFR FOR LfFF. " 02016 Trane All rights reserved Page 9 of 14 TRANS SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tequesta Village Hall BAS & Mechanical SA New Syr Proposal ID: 2151046 rE Si,ilding Services Following expiration of the initial term on September 30, 2019, this Agreement shall renew automatically for successive periods of 1 year (the "Renewal Term ") until terminated as provided herein. If you do not want to renew this Agreement for the Renewal Term, please notify Trane by telephone or by U.S. mail prior to the expiration date set forth in the preceding sentence. If any questions arise regarding this Service Agreement or how to cancel this Agreement, Trane can be reached either by telephone at (954) 499 -6900 or by direct mail addressed to: 6965 Vista Parkway North West Palm Beach, FL 33025. Renewal Pricing Adjustment The Service Fees for an impending Renewal Term shall be the current Service Fees (defined as the Service Fees for the initial Term or Renewal Term immediately preceding the impending Renewal Term) annually adjusted based on changes to the cost of service. The Service Fees for an impending Renewal Term shall be set forth in the service renewal letter furnished to Customer. 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 if 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. Cancellation by Company This Agreement may be cancelled during the Initial Term or, if applicable. a Renewal Term for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to the scheduled expiration date 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, This Agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions (Service). Submitted By: Amar Sukhai Cell: (786) 423 -4196 Office: (561) 683 -8227 Proposal Date: August 23, 2016 CUSTqMV 7 TRANE ACCEPTANCE Authorized eprese t ive - Authorized Representative V'Abbti [?_)1tAQ24 Printed Nam I Title: Services — Account Manager Title M � 1 � �0�' Signature Date: August 23, 2016 Purchase Order Acceptance Date 1\ License Number: CACO23485 WE MAKE BCkLQWS hMK BEFTER RW LIFE ' CO2016 Trane All rights reserved Page 10 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tequesta Village Hall BAS & Mechanical SA New Syr Proposal ID: 2151046 / MME 8uddirW SefVlces Terms and Conditions (Service) "Company" shall mean Trane U.S. Inc. for Company performance in the United States and Trane Canada ULC for Company performance in Canada. 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, A 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 `Ene(gy and Budding Performance Services "). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMiENT. 2. Acceptance. The Proposal is subject to acceptance in writing by the party to wham 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 shag 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 Terns and Conditions If Customer does not reject or object in writing to Company within 10 days, Company's counteroffer will be deemed accepted. Customer's acceptance of performance by Company will in arty 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 andlor 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 3. 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 then prevailing overtime or emergency IaborAabour 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 exentpbon certificate. 4. 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. S. 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 Ibis Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnrshed to date and all damages sustained by Company ( includng lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the bent of its creditors, Customers bankruptcy, insolvency, or receivership; (c) Arty 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. & 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 pimple at risk. Unless othemse agreed by Customer and Company. at Customer's expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safety 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, andlor 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 andlor 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 installlattach to Customer equipment or provide portable devices (hardware andlor software) for execution of control or diagnostic procedures Such devices shall remain the personal proprietary property of Company and in no event shag 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. T. 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 intemal inspection, major overhaul, restoration or refurtxshing of the Covered Egwpmenl; 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. S. 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 ansing 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 riot factory mounted and interconnecting power wiring, recording or portable instruments, gauges or thermometers; non -mo" parts or non - maintainable parts of the system, including. but not Invited to, storage tanks: pressure vessels, shells, coifs. 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 wailer treatment protection services are provided by Company as pan of this Agreement; (e) Furnishing any items of equipment. material, or laborilabour, or performing special tests recommended or required by insurance companies or federal, state, S ri' * r' 4; _ as I Li i _.�R,., WF MARE flUkD IS3 WORK N TER FOR i fFE ©2016 Trane All rights reserved Page 11 of 14 TRANS SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL Tequesta Village Hall BAS & Mechanical SA New 3yT Proposal ID: 2151046 TRME $urlding Services or local governments; (f) Failure or inadequacy of any stricture 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; (t) 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 of the Covered Equipment, obsolescence, safety tests, or removal of 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 "), Indudin% without Ilmdation, damages, losses, of expenses involving pre - existing Wilding envelope issues, mechanical issues, plumbing issues, andicir indoor air quality issues involving rnold+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 ansing out of refrigerant not supplied by Trane. Customer shall be responsible for: (1) The cost of any additional replacement refrigerant (ii) Operation of any equipment and (iii) 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. 9. Limited Warranty. Company warrants that (a) the material manufactured by Company and provided to 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 laborilabour portion of the Maintenance Services and Additional Work has 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 labor/labour improperly performed by Company. No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full. Exclusions from this 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 lean, 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 equipment Company shall not be obligated to pay tof the cost of lost refrigerant or lost product. Some components of equipment manufactured by Company may be warranted directly from the component supplier, in which case this Limited Warranty shall riot apply to those components and any warranty of such components shall be the warranty given by such component supplier Notwithstanding the foregoing all warranties provided herein terminate upon tenninabon or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are rot 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 REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE 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, OURABILITY AND /OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLDIMOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. 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 shall indemnity 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 of 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 other authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify Me 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 faun 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. 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 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 OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD /MOULD, 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. 12. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup control, disposal, removal or other work connected vnth asbestos polychlorinated biphenyl ( "PCB "), or other hazardous materials (collectively, 'Hazardous Materials "). Customer warrants and represents that there are 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 Materials. Company may immediately stop work in the affected area and notify Customer. Customer will be responsible for correcting the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and shall indemnify and hold harmless Company (including its employees. agents and subcontractors) from and agairrst any loss, claim, liability, fees, penalties, injury (including death) or liability of any nature, 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 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 governmental agency, or examine the premises site for the presence of Hazardous Materials Sri :i 3, VIE WFWKE OUCONM WOW BEMR RW LIEF @2016 Trane All rights reserved Page 12 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL -� Tequesta Village Hall BAS & Mechanical SA New 3yr Proposal ID: 2151046 rJNNF BLilrffrlf7 SAfvires 13. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon request from Customer, provide a Certl6cate of evidencing the following coverage. Commercial General Liabitty $2,000,000 per occurrence Automobile Liability $2,00.1100 CSL Workers Compensation Statutory Limits M 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 rights of subrogation. 14. Force Majeure. Company's duly to perform under this Agreement is contingent upon the nonoccurrenoe of an Event of Force Majeure. If Company Is 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 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 o MI disobedience, pandemic; insurrections; riots; labollabour disputes; labor/labour or material shortages from the usual sources of supply; sabotage; restraint by court order or pubic 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 9 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. 15. Maintenance Services Other Than Solely Scheduled Service. tf Company's Maintenance Services hereunder are not limited solely to Scheduled Service, the following provisions shall also apply (a) Required restoration shall be performed by Customer at its cost prior to Company being obligated to perform hereunder, (b) any changes, adjustments, service or repairs made to the Equipment by any 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) promp0y notify Company of any unusual performance of Equipment; (Ili) permit only Company personnel to repair or adjust Equipment and/or controls during the Term or a Renewal Term; and (iii) utilize qualified personnel to property operate the Equipment in accordance with the applicable operating manuals and recommended procedures. 16. Remote Connectivity. Customer grants to Company the right to remotely connect (via phone modem, Internet or other agreed upon means) to Customer's building automation system (BAS) and o HVAC equipment to wew, extract. or otherwise collect and retain data from the BAS, HVAC equipment or other building systems. and to diagnose and remotely make repairs at Customer's request. The Intelligent Services, including any reports and other information Company provides. are intended to provide operational assessments and recommendations. Electronic Monitoring. Any electronic monitoring Company performs is undertaken solely to enable Company to collect the data and perform any analysis included in Company's Services. Customer agrees that Company is not liable for inability to perform and/or losses that may occur in cases of malfunction or nonfunctioning of communications equipment HVAC and other equipment, the energy management system, failure to identify equipment or system performance issues, failure to recommend corrective action, or otherwise related to the monitoring of Customer's equipment and building systems. Data Collected. Customer hereby grants to Company the Irrevocable. perpetual, nonexclusive, worldwide, royalty -free right and license to use, reproduce, display, distribute internally or externally and prepare derivative works based upon any such data Company collects from Customer. Company shall not use or publish such data in any way that identities Customer as the source of that data without Customer's polo written consent. The data Company will collect from Customer will not include any personal or Individual information. Upon Customer's wntten request, Company will endeavor to provide an electronic copy of data collected from Customer, subject to availaMlity For Energy and Building Performance Services (except Energy Assessments and digital assessments). Company will use commercially reasonable efforts to store Customer's data for up to 18 months Company cannot guarantee the availability of the data. Della Privacy and Security. Company has implemented various security measures for the purpose of protecting Customer's data against accidental or unlawful access, unauthorized disclosure, loss, destruction, and alteration Customer is responsible for maintaining the confidentiality of Customer's user name(s) and password(s), Customer is responsible for all uses of Customer's password(s), whether or not authorized by Customer Customer must inform Company immediately of any unauthorized use of Customer's user name(s) or password(s). Transmission of data over the Internet by its nature entails the use of systems under the control of third parties. and as a result Company cannot ensure total control of the security of such systems Company will take commercially reasonable efforts to ensure that data and other configuration parameters are not visible or accessed by other customers. Customer acknowledges that the very nature of communication via the Internet restricts Company from offering any guarantee of the privacy or confidentiality of information relating to Customer passing over the Internet. In gaining access via the Intemel, Customer also acknowledges and accepts that electronic communication may not be free from interference by unauthorized persons and may not remain confidential. Customer therefore accepts that access and storage of data is at Customer's own risk. 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 Was not disclose Customer's information to third parties for their marketing purposes, but Company does use third party software and services to assist Company with collecting and analyzing information Company may also disclose Customer's information it required to do so by law, in which case, Company would inform Customer of such disclosure 117. General. Except as provided below, to Ire 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 jurisdiction located in the state or province in which the Services are performed, 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 United States Federal judicial bodies and boards of oonUact 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, illegal or meapable of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full force and effect as long as the econormic 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 that 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 Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right. title or interest herein, without the written consent of Company Subject to the foregoing. this Agreement shall be binding upon and inure to the benefit of the pares' respective successors and assigns. 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 18. Equal Employment Opportunity/Affirmative 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 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 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. WE MAKE arlrlOW0 WW X 7TEA RW I Iff " 02016 Trane All rights reserved Page 13 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL -- Tequesta Village Hall BAS & Mechanical SA New Syr ` Proposal lU 2151046 - rJ LWE Building Services 19. U.S. Government Services. 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 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 52.21" 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$; 52.222 -26; 52.222 -35'. 52 222 -36; 52 222 -39; 52247 -64 If the Services are in connection with a U.S Government contract. Customer certifies that rl 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 Customers 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 the Proposal or this Agreement, other than the Proposal or this Agreement. 20. Limited Waiver of Sovereign Immunity. B 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 or 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 shalt be proper and valid (a) A 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 wanes any objecbon 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 Customers 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 indrvldual signing on behalf of Customer warrants and represents that such individuals 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- 26.130 -7 (0415) Supersedes 1.26 130.7 (1114) 1. M CI EMS 02016 Trane All rights reserved Page 14 of 14 TRANE SCHEDULED SERVICE AGREEMENT FOR BUILDING AUTOMATION SYSTEM AND MECHANICAL MAME Building Services Appendix Safety Customer Service Flows TRAME WE MAKE BUIL(MNGS WORK BETTER FOR LIFE." 0 72WE' Budding Services Safety 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 - Trane provides full complement of fall arrest and fall restraint equipment for each technician. WF 1.?4 V YOU!7MrS WOPK Sf i if.'7 FM? f W rMME Building Services Safety Tools, Training & Expertise (continued) • 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 GVW R >10,000 and 26,000 lbs. • Refrigerant Management - Service technicians are trained to manage refrigerant in accordance with U.S. Environmental Protection Agency (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. 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 driving records of employees who drive 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. WE XUAF 881[ tU[,S WOPA BETTFR FUR 1 tFE '