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HomeMy WebLinkAboutAgreement_General_01/12/2017 (4) • r Proposal for Tequesta Public Safety Facility— Building Automation System Proposal ID:2184851 WE MAKE BUILDINGS WORK BETTER FOR LYE. " TRME awarm services Trane U.S. Inc. 2884 Corporate Way MIRAMAR, FL 33025 Lic # CCO23485 January 10, 2017 Village of Tequesta Public Safety 357 Tequesta Drive Tequesta, FL 33469 Attention: Doug Chambers USC Quote #: 40- 439658 -17 -001 Project Name: Tequesta Public Safety Facility - Building Automation System Install We are pleased to offer you this proposal to furnish and install a Trane Tracer SC web -based Building Automation System (BAS) at the above referenced facility to centrally monitor, schedule and control the existing Heating, Ventilation and Air Conditioning (HVAC) per the following scope of service. The intent of this scope is based on a recently conducted site survey and evaluation of documents and plans you provided. Scope of Service: Trane will furnish and install a Tracer SC Building Automation System (BAS) consisting of a Tracer SC System Controller (SC) and Unit Controllers (UC's) to control the four existing Direct Expansion (DX) systems, Electric Duct Heaters (EDH) and Exhaust Fans previously controlled by a Siemens BAS. Existing field- mounted temperature sensors and relays (as needed) will be replaced with new ones. All other existing field- mounted devices will remain. Trane Air -FiT°" Wireless Communication Interfaces will be used to connect the UC controllers and the Tracer SC. The use of wireless technology reduces project cost by eliminating the expense of wiring the communication between controllers and minimizes occupant disruption. The Tracer SC BAS is a BACnet/IP system and will be connected to the Public Safety's LAN with assistance from the IT staff. A network connection point (an Ethernet connection and a static IP address) at the Tracer SC will be required. Access to the Trane SC controlled devices will be available from nearly any location using PC's, tablets and smartphones with access to the LAN and proper security credentials. Total Project Inclusions TRANE TRACER BAS SYSTEM • TRACER SC WEB ENABLED SYSTEM CONTROLLER • DX SYSTEM w/ MULTIZONE AHU CONTROLS, TYPICAL FOR 2 (AHU -1 and AHU -4) • DX SYSTEM w/ CONSTANT VOLUME AHU CONTROLS, TYPICAL FOR 2 (AHU -2 and AHU -3) ©2017 Trane All rights reserved Page 1 of 6 Trane Service Quote Proposal for Tequesta Public Safety Facility— Building Automation System Proposal ID 2184851 LABOR INCLUDING: • Application Engineering • Installation and low voltage wiring • Custom color graphics, reports and alarm sequences • Startup & checkout • Owner training - 4 hours • One year warranty CLARIFICATIONS: • Standard production and delivery cycles • All work to be performed during normal working hours • All existing end devices and equipment that are part of the above scope of work are assumed to be operating properly • Tracer SC shall reside behind firewall on the Customer's Network • Owner must provide a static IP address and Ethernet drop at the SC • Customer to provide Test & Balance of equipment upon completion of controls • This proposal is valid for 30 days from the date of this proposal PRICE DOES NOT INCLUDE: • Smoke control sequences, control, material or labor • Any Fire or Smoke Evacuation related work • Permits or permitting • Any scope of work not specifically outlined above Pricing and Acceptance .................... ............................... .....................$38,360.00 Breakdown: Labor ............................................ ............................... $12,104.00 Materials & Sub Contractors .......................... .....................$26,256.00 Contingency Scope: Trane will furnish and install the following items as a contingency in the event that devices are found deficient of failed in the course of installing the controls. (1) Outside Air Damper Actuator • (1) Outside Air Damper (1) Zone Damper Actuator (1) Duct Heater • (1) Condensate Overflow Switch • (1) Supply Fan Status • (1) Filter Status • (6) Room Humidity Sensor • Sub for damper and heater replacement • Tech assist for customer Provided Test & Balance Pricing and Acceptance ................... ............................... ......................$9,775.00 Breakdown: Labor ............................................ ............................... $3,554.00 Materials & Subcontractors ......................... ......................$6,221.00 Trane uses the US Communities Contract 15 -JLP -023 pricing structure and approved rates ©2017 Trane All rights reserved Page 2 of 6 Trane Service Quote Proposal for Tequesta Public Safety Facility— Building Automation System ProposallD:2184851 I appreciate the opportunity to earn your business, and look forward to helping you with all of your service needs. Please contact me if you have any questions or concerns. Sincerely, Amar Sukhai Account Manager Trane This aqraaf is subject to stomer's accep nce of the attached Trane Terms and Conditions - Q t6d S i . n Acceptance Date i l a i Aut ized ep sentative p,Ip i lad 8RA04n Purchase Order Printed Na )fie Title Mao) r License Number: CACO23485 ©2017 Trane All rights reserved Page 3 of 6 Trane Service Quote Proposal for Tequesta Public Safety Facility— Building Automation System Propgsbl ID :2184851 TERMS AND CONDITIONS — QUOTED SERVICE "Company' hall mean Trane U.S. Inc. for Company performance in the United States and Trane Canada ULC'for C.onipany peif orrnarce in Canada.. To obtain repair service within the scope,of Services as defined, .contact local Trane District office identified on the first page of Agreement by:5 alQg6 the telephone nuinberstated on that page. That Trane District offce is responsible for Trane s Performance of this Agreement, Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement, Trane will responsible`for ihe'cost,oftransporting apart requiring service. 1. Agreement. These terms and conditions are an integral part of Company's offer and form .the basis of any agreement (the "Agreement ") resulting from Company's - proposal (the "Proposal )_for the services (the "Services ") on _equipment .11sted po .tn the Prosal (the "Covered Equipment "). C6MPANY S ' ]'ERMS_AND CONDITIONS ARE SUBJECT TQPERIODIC.,CHANGE OR AMENDMENT. 2. Acceptance Tlie'Proposal is subject to writing bythe'party to whom this offer is made Dian "authorized agent ( "Customer ) delivered to'Company within 30 days from the date of the Proposal. If .Customer accepts the Proposal by.olacing an order, withoutthe addition of any other "terms and conditions of sale or any other 'modification, Customer's order'shall be deemed acceptance of the Proposal subject to Companys terms and conditions. If Customers order is "expressly conditioned upon the Companys acceptance or assent to1brms and /or conditions'oth'er'ttian'those expressed herein, retu'rri'of such'6 by Company with Companys terms and conditions attached or referenced serves as Company's notice_ of .objection to Customers terms and as Company s counter offer to provide Services in accordance with the Proposal. If Customer does not r`elect or object in writing to Company vnthiri 10 days, "the Company s ;counter offer will be deemed accepted. Customer's acceptance of the Services by Company will in any .event constitute an acceptance by Customer of Companys terms and co' iiions..in the case of a dispute the applicable terms and conditions will be those in effect at the time of delivery or acceptance of•Ehe Services. This Agreenient.is subject to credit approval by Company. Upon disapprov @I of credit, Companymay delay or suspend performance or, .at its option renegotiate prices and (or terirrs and conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer's obligation to pay for Services rendered by Company to the date of cancellation. 3. Cancellatiion by Customer Prior to Services; Refund. If Customer cancels this Agreement within (a) thirty (30) days of the date this Agreement was mailed to Customdror (b) twenty (20)-days of the date this Agreement was delivered to Customer, if it was delivered at the time of sale_ ,'and no Services have been provided by Company under this Agreement, the Agreement will be`void and Company will refund to Customer, or credit Customers account, the full Service Fee of this m Agreeent 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 - paiid or credited Within forty =five (45) days after return of this Agreement to Company. Customers right to cancel this Agreement onlyapplies 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. 4. Cancellation by Company. This, Agreement may be cancelled by Company for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to performance of any Services` hereunder and Company will refund to'Customer, or credit Customer's account, that part of the'Service F,ee attributable to $erviees 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. 5. Services Fees and Taxes. Fees'for the Services'(the "Service Fee.(s) ") shall bees set forth in the Proposal and are based on performance during regular'business hours. Fees for outside Company's regular business hours and an ur y�after -hos services shall be billed separately according to the then 0 revailirig overtime or emergency labor /labour rates. In addition to the stated Service Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively; shall provid any with acceptable tax exemption certificates. Customer shall pay all costs (including attomeys' fees) incurred by Company in attempting to collect amounts due. 6. Payment. Paymentis due upon receipt of Company's invoice: 'Company; reserves the right to add to any account outstanding for more than ervice;ctiarge equal to the lesser'of the mawmum allowable legal interest rate -or 1.5 %° of _the principal tdu amoun 30 days a s _e at the end of each month. Customer shall pay all costs (including attomeys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing these,ferms and conditions. 7. Customer Breach. Each of the following events or conditions shall constitute, a breach by Customer and shall give Company the right, Without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: ,(1) Any failure byCustomer to pay amounts.when; or (2) any general assignment by Customer for the benefit of its creditors, or if, Customer becomes bankrupt or insolvent or takes the benefit of any statute forbankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps -are taken for. the .winding: up or other termination of Customer or the liquidation of its assets, or if'a trustee, receiver, or.similar person is appointed over any of the assets or interests of Customer; (3) Anyrepresentation or warranty furnished by Customer in connection With this Agreement is false or'rhisleading in any material respect when made; oe (4) Any failure by Customer to perform orr comply with any material provision, of this`Agreem'ent. Customer shall be liable to the 'Company for all Services furnished to date and all damages sustained by Company (including' lost - profit and overhead) 8.'Performance'.,Company shall perform the Services in accordance with industry standards generally applicable in the state or, province where the Sarvides -are performed under similar cirCUmstanc6s of time Com pany'performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from : or related to work done by or services provided ;by individuals or'entlties that are not . employed byor_hired by Company. Company may refuse to perform;any Services or work where working conditions could endanger property or put at risk the safety of people. Parts used. for any repairs made will be those selected, b y 'Company as suitable ;for the iepair'and may be parts not manufactured by.Company. Customer `must reimburse Trane for services, repairs, and /or replacements performed by Trane at Customer's .request beyond the, scope of Services-or otherwise excluded under thls Agreement. The reimbursement shall be at the then prevailing applicable regular, overtime, or ,holiday rates labor /labour and prices •formaterials. 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 Customerfo.r the. work. 9. Customer Obligations. Customer shall: (a) provide Company reasonable and safe access to the Covered- Equipment and areas where Company is to work; and (b) unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any necessary access platforms; catwalksto safely perform the'Services in compliance with OSHA, state, or provincial industrial safety' or any other applicable industrial safety;standards or guidelines. 10. Exclusions. Unless expressly included in _the Proposal, the Services'do not include and Company snail not be responsible for or liable to the Customer for, any claims, losses, damages or expenses suffered by the Customer in anyway connected with, rel6ting to or arising from any of the following: (a) Any guarantee of.ioom conditions or system perform e ance; (b) Inspect on, i operation, maintenance, repair, replacemnt or performance of work or services outside the Services; (c) Damage, epags or.replacement.of parts made necessaor re ry as a result of the act's or omission in, of Customer or any.Eyent of Force Majeure ing from ; (d) Any clarets damages losses, ocexpenses arislated =to conditions that.exrsted on o_r upon the premises before the effective date of this Agreement (Pre'Existing Conditions ".) including, without limitation, damages, losses, or' expenses involving a 'Pre- Existing ©2097 Trane All Hghts''reserved Page 4 of 6 Trane Seivice Quote Proposal :for T.equesta Public Safety Facility— Building Automation System Proo sallD:2184851 Condition of building envelope issues, mechanical. issues, plumbing issues, and /or indoor air quality issues involving mold /mould, bacteria, microbial growth, fungi or other contaminates or airborne biological agents; and (e) Replacement 'of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included with the Proposal. 11. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to the Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start -up or replacement and (b) the labor /labour portion of the Services is warranted,to have been property performed for a period of 90 days from date of completion (the "Limited Warranty"). Company obligations of equipment start-up, if'any are stated in the. Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labor /labour. No liability whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Limited Warranty include claims, losses, damages, and expenses in any way connected with, related to, or arising from failure or malfunction of equipment due to the following: wear and tear; end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company- provided maintenance plan; unauthorized or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Trane; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost.refrigerant or lost product. Some components of Company equipment may be warranted directly from the component supplier, in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by the component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMIDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE, OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE AND /OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND. EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND /OR OTHERS ARISING FROM COURSE OF DEALING. OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD /MOULD, 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 WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 12. Inderrinity. To the maximum extent permitted bylaw, Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. if the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 13. 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 THIS AGREEMENT, THE TOTAL AND AGGREGATE, LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, . INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, 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. 14. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively, "Hazardous Materials'). Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible, for any claims, liability, fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless. 15. Insurance. Company agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will, upon requestfrom Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy, Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive its right of subrogation 16. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non- occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (i) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon ten (10) days notice to Customer, in which event Customer shall pay Company for all parts of the Serv_ ices 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 ©2017 Trane All rights reserved Page 5 of 6 Trane Service Quote Proposal for Tequesta Public Safety Facility— Building Automation System Proposal; ID:2184851 fore9oin4, "Event of.Force Majeufe includes: acts of God; acts of terrorim; s ,war or the public enemy, flood ,earthquake lightning, 4ornado; storm; fire; c'iv`il disobedience; pandemic insurrections . riots; labor disputes; 1668i material shortages; sabotage; restrantby court order or public authority (whether valid or invalid), and action or non action by or fnabtlity to, obtain or keep tn.'force the necessary governmental authorizations, permits, licenses; certifiates or approval , s if not caused by- Company'and the regwrements of any applicable govemment in any that, diverts edher'tFie material or the'finished- product to direct =or indirect benefit of the govemment. 17. 'General. Except as' provided below to the'`maximum extent;pro'vided by law this A greementis made ari8 shall •b6 interpreted and enforced in accordance with the laws of the state or province in .iruhich the: Services are performed without regard to choice of law principles which might otherwise call forfheapplication of a.different `states or province's law. .Any dispute arising pnde_r or relating io'•this Agreement that is. not disposed of by agreement shall be decided by litigation in a court of competent iursdiction located in thestate or province in which the Seryices are performed. 'Any action.or suit arising out of or related tosthis Agreement must be commenced,within one year after the cause of action has accrued. To ,the extent the_ premises are owned and/or operated by any agency the United' States 'Federal Government, determination of any substantive issue of law shall be accord.'ing,to the United States Federal common law of Government contracts as enunciated and applied.by Federal judicial bodies and boards of contract appeals of.theFederal Government. This Agreement contains all of the agreements, representations and understandings and, parties and supersedes all previousvnder'std4ngs, coin "miimenfs oragreemenfs, oral or written, related to the Services. No documents shall 'be incorporated herein by eefererice except; to the extent Company is a signatory thereon. If any term or condition ofthis Agreement is invalid, illegal or incapable of being enforced tby:any,rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal 'substance of the transaction contemplated hefdUi is notaffected in a manner` advetse to any'paityhereto. Customer may "not assign, transfer, orconveylthis m Agreeent, ovary part_fiereof, without the wrjtfen'consent ofGompany. Subject to the foregoing, this Agreementshall bind and inure to the benefit of the parties hereto and their permitted successors'and'as 'signs. _This AgCeemer t,rnay_be executed`in several counterparts, each of which when executed shall be deemed to be an original but all,togethershall constitute but, one and the same Agreement. ' A fully executed facsimile copy hereof or the several counterparts shall suffice as an original No modficafions additions, or changes may be made to this Agreement except in awriting signed, by Company. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deeM . fo'be a waiver by the Company of any right or remedy. 18. Equal Employment QpportunitylAffirmative Action Cl'au'se. Company is a United States federal' contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.Kk Parts 60 -1 through 60- 60,29 U.S.C. Section 793 and the applicable regulations contafned'in 41 C.F R, Part ti0 741; and 38 U.S ; C. Section 421'2 and the appiicablb regulations contained in 41 R C.F.. Part 60 =250; and Executive Order 13496 and Section 29'CFB 471, appendix A`to, subpart A, regarding the notice of employee rights in. the. United States, and with 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. 19. U.S. Govemment Contracts. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ord'e'red and delivered` under this Agreement /Purchase ,Order are Commercial Items as defined under Part 12 of the Federal AcquisitionRegulation (FAR). In particular, Company agrees to be'bound' only by those Federal contracting clauses that apply to "commercial" suppliers and that a're contained in FAR 52.212- 5(e)(1). Company complies with 52 219 -8 or 52.219 9 in its service and installation contracting`business. The following provision applies onlyto indirect sates by Company to the US-Govemment As'a Commercial Item Subcontracto"d ' ' pony accepts only the following mandator "flow down provisions �52 219 - 8;•52.222-26 52.222 735 2 3 52.226; 52.222 39; 52.247-64. Ifthe:Services are in connection with a, biS. govemmeritcontract, Customer agrees and hereby certifies that it has provided and will provide current, accurate, and complete information, representations -and government to all govement officials, including but notiimited'to the contracting officer and officials of the Small Business Administration, on alt matters related to the prime contract; including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company'with a true, correct and complete'executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractor's Customers ownership, eligibility or performance of •the prime contract. Customer. will obtain written authorization land approval from Company prior to providing 'any government official any inform_ ationabout Company's performance of the Services that are the subject of this offer or agreement, other thanthe Proposal or this Agreement. 20. stri Limited Waiver of Sovereign Immunity. if Customer is. an Indian tribe (in the U.S2 or a First Nation or Band. Council (in Canada), Customer, whether acting in its capacity as a govemment, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1) hereby provides this hmited"waiver of its sovereign' immunity as to any damages,,claims, lawsuit, or cause of action (herein "Action ") again m st Custoer' by Company and arising oralleged,to arise out.of the fumshing by Company of any product or service under this Agreement, whether.such Action is based in contract tort, ct, liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and,valid (a) if Customer in the U.S., in any state or United States court located in the state i n which Company is performing thfs'Agreement or (b) if Customer is in Canada, in the superior court of the province or tem,pry in which the work was performed; (3) expressly: consents to such Action, and.waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising'out'of or related to this, Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customers tribal court or any similar tribaf forum, that Customer will not bring any:action against Company in tribal court, and that' Customer will not avail itself 'of any ruling br direction -of the tribal court permitting or directing it to suspend its payment or other obligations underthis Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to_ provide this waiver and enter into this ;Agreement and that this Agreement constitutes the valid "and legally'b'inding obligation of Customer, enforceable. in accordance with its terms. 1 -10.48 (1114) Supersedes 1- 10.48(0614) ©2017 Trane All `rights reserved Page 6 of 6 Trane Service Quote MANE 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 — full complement of fall arrest and fall restraint equipment for each technician. • Ergonomics — custom - designed for HVAC field technicians, includes training, material handling equipment and procedures. ' f_ IL lit WE MAKE BUILDINGS WORK BETTER FOR UFE. �- M WE Building Services Safety Tools, Training & Expertise (continued) • Smith System Safe Driving Program — Trane's safety Managers are certified instructors: safety Managers train technicians, 1 -800 "How's My Driving ?" stickers are located on the back of service vehicles. • USDOT compliance — technicians scheduled within Material of Trade and Hours of Service limits and are fully qualified under Department of Transportation rules for driving commercial motor vehicles with GVWR >10,000 and 26,000 lbs. • Refrigerant Management — Service technicians are trained to manage refrigerant in accordance with U.S. EPA rules using a sophisticated electronic tracking system developed by Trane. • Empowerment - Technicians are empowered with full management support to address safety hazards as they see fit. If ever in doubt about how to do a job or task safely, the technician is required to ask a qualified person for assistance before proceeding with work. Management Leadership and Commitment Accident prevention is a primary responsibility of management at Trane. Trane's safety culture is based on the following management principles: • Leadership at the local level manages the local organization's safety performance. • Management is financially accountable for safety performance. • Local management is actively engaged in risk reduction activities and training and manages safety performance outcomes. • Management clearly communicates to all Trane employees their safety expectations and strongly enforces compliance with those expectations. • Employees are held accountable when they fail to meet safety expectations. Local management and supervisory personnel at the local level are responsible for implementation of the following safety program elements: • The Safety Management System developed by Trane — developed in accordance with OHSAS 18001. • Audits and Inspections — Supervisors, Middle and Upper Managers must conduct field inspections. Corporate Safety conducts detailed compliance and management systems audits. • Company safety compliance programs — ensure that they are fully implemented. • Safety and environmental performance — tracked using a Balanced Scorecard with leading and lagging indicators and metrics. • Subcontractor Qualification — implement this process to promote safety and safety plan compliance on multi - employer job sites. • Six Sigma and Lean — use these productivity tools to enhance safety on job sites. Drug and Alcohol Policy — mandatory DOT required for -cause and post- accident testing after recordable injuries and property damage. • Motor Vehicle Records Search — annual checking of driving records of employees driving company vehicles. Jobsite Safety Equals Customer Value At Trane safety is part of our culture for every employee. What this means to our customers is fewer job site accidents and the delays and liability concerns that come along with them. What this means to our staff is greater confidence in the practices and procedures they use on the job and the pride that comes from working for one of the premier service organizations in the world. Tighter safety standards and fewer accidents can also lead to better on -time project completion and higher quality results. When you use Trane Building Services to install, maintain or upgrade your building systems you will take full advantage of our superior safety program, low incident rates and subcontractor safety management procedures. These help you manage project risk more effectively than you could using multiple contractors or even a single prime contractor with a less impressive safety record. WE MAXE SU ILDWS WORX OErM FOR LIFE-