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Trane Temp Control Contract - 5.1.2023
Trane Temperature Controls Proposal Proposal For: City Of Waterloo Local Trane Office: Trane U.S Inc. 2220 NW 108th Street Clive, IA 50325 Local Trane Representative: Doug Stephens E-mail: ddstephens@trane.com Cell: (319) 533-4052 Office Phone: (515) 270-0004 Proposal ID: 3138821 Omnia Partners Quote Number: R5-JoZAAW-22-001 Date: November 17, 2022 © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 1 of 13 Proposal ID: 3138821 MANE TRANE TURNKEY PROPOSAL Executive Summary Trane is pleased to present a solution to help City of Waterloo reach its performance goals and objectives. This proposed project will enhance your operation by helping you to optimize your resources, improve the comfort in your facilities, and reduce energy costs. We appreciate the effort from City of Waterloo to assist in the HVAC system analysis and business discussions. Because of your efforts, we were able to develop a proposal that offers building automation systems to eliminate much of your obsolete DDC and pneumatic controls. Based on Trane system knowledge and application expertise we have developed a scope of work and proposal for each of (8) City buildings. As your partner, Trane is committed to providing building automation systems to help achieve a comfortable building environment for the people who occupy the building. For the people who own, manage and maintain the building, Trane is committed to providing reliable HVAC systems and products that improve performance. Some key features and benefits City of Waterloo should expect from this project are highlighted below. • Elimination of old and obsolete controllers and cybersecurity risks due to obsolete network controllers. • Elimination of pneumatic controls • Cloud -based Enterprise level management of buildings for centralized alarming, dashboards, and scheduling. • Provide secure remote access and remote service support. • Ability to easily integrate building power meters for energy management and demand limiting. • Ability to provide an 'add on' package for centralized maintenance management/work order management if desired by the City of Waterloo. • Updated control systems are fully BACnet compatible • All pricing adheres to the Omnia Partners Purchasing Cooperative Trane appreciates the opportunity to earn your business. This investment will provide City of Waterloo with the capability to significantly reduce operating costs and improve comfort conditions in your facility. We look forward to partnering with City of Waterloo for your building automation and HVAC needs. I will be contacting you soon to discuss the proposal and to schedule the next steps WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO PARTNERING WITH YOU. Doug Stephens Trane U.S. Inc. © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 2 of 13 Proposal ID: 3138821 E Prepared For: City Of Waterloo Job Name: City of Waterloo Tracer Migration Delivery Terms: Freight Allowed and Prepaid — F.O.B Factory Date: November 17, 2022 Proposal Number: 3138821 Payment Terms: Net 30 Proposal Expiration Date: 30 Days Scope of V\tork "Scope of Work" and notations within are based on the following negotiated scope of work with City of Waterloo and based on the site surveys performed on 10/19/2022 and 10/26/2022. City Hall Summary: Replace existing Niagara controller with Tracer SC+, replace all existing obsolete/proprietary DX- 9100 controllers with current BACnet programmable controllers. Connect updated control system to new Ensemble Cloud Enterprise BAS. Existing end devices that are compatible with the new programmable controllers will remain and any failed devices will be noted. Repair or replacement of failed end devices is not included. Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller • Provide and setup licensing for Tracer devices • Provide and install (7) Programmable UC controller to replace the existing/obsolete DX-9100 controllers that serve the existing AHU-1, 2, 3, 4, 5, 6, A, C. The Boiler Room Controller, Chiller, AHU-B, and VAV boxes will remain and are already new/current BACnet controllers. Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to replace BLX JACE with Tracer SC+. • Provide and install (7) new Tracer UC600/UC400 controllers and expansion I/O to replace existing DX- 9100 controllers. The existing DX-9100 controllers are obsolete and replacement parts or panels are no longer available. These controllers also have a proprietary communication protocol (not compatible with non-JCI systems). • Control System Programming & Graphics (equipment graphics for AHU's, VAVs, HW/CW loop system graphics, and building floorplan graphics). • Commissioning and checkout of new head end controller, new programmable controllers, and user interface • 1S1 year warranty on newly installed Tracer SC and UC controllers. • Owner Control System Operational Training Temperature Controls Upgrade Price - City Hall Total Net Price (Excluding Sales Tax) $ 91,375.00 © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 3 of 13 Proposal ID: 3138821 Youth Pavilion/Center for the Arts Summary: Replace existing JCI NAE controller with Tracer SC+, replace all existing obsolete/proprietary DX- 9100 controllers with current BACnet programmable controllers, replace all existing obsolete/proprietary VAV controllers with current BACnet VAV controllers. Connect updated control system to new Ensemble Cloud Enterprise BAS. Existing end devices that are compatible with the new programmable controllers will remain and any failed devices will be noted. Repair or replacement of failed end devices is not included. Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller • Provide and install (19) Programmable UC controllers and expansion I/O to replace the existing/obsolete DX-9100 controllers that serve the existing Arts AHU-1-3, and 5-11, BC-1 thru 3, RTU- 1 & 2, Arts Boiler Room and Youth Pavilion Boiler Room, Chiller Room, AHU-9, and Lighting Control. • Provide and install (22) retrofit VAV controllers with new damper actuators and new zone sensors Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to replace NAE with Tracer SC+. • Provide and install (19) new Tracer UC600/UC400 controllers and expansion I/O to replace existing DX- 9100 controllers. The existing DX-9100 controllers are obsolete and replacement parts or panels are no longer available. These controllers also have a proprietary communication protocol (not compatible with non-JCI systems). • Provide and install (22) new BACnet VAV controllers and zone sensors to replace existing AS-VAV controllers. The existing AS-VAV controllers are obsolete and replacement parts or panels are no longer available. These controllers also have a proprietary communication protocol (not compatible with non-JCI systems). • Control System Programming & Graphics (equipment graphics for RTU's, Blower Coils, AHU's, VAVs, HW/CW loop systems graphics, and building floorplan graphics). • Commissioning and checkout of new head end controller, new programmable controllers, and user interface • 1st year warranty on newly installed Tracer SC and UC controllers. • Owner Control System Operational Training Temperature Controls Upgrade Price - Youth Pavilion/Center for the Arts Total Net Price (Excluding Sales Tax) $ 240,600.00 Public Library Summary: Replace existing Niagara controller with Tracer SC+. Connect updated control system to new Ensemble Cloud Enterprise BAS. Repair or replacement of failed end devices is not included. Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller & Lon Module • Provide and install BACnet UC controllers to replace existing programmable I/O connected to existing JACE. • The existing equipment controllers are already current LonTalk controllers. Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to replace BLX JACE with Tracer SC+. • Provide and install new Tracer UC600/UC400 controllers and expansion I/O to replace existing programmable I/O controller connected to the existing JACE. These controllers also have a proprietary communication protocol (not compatible with non -Niagara systems). • Control System Programming & Graphics (equipment graphics for AHU's, VAVs, HW/CW loop system graphics, and building floorplan graphics). © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 4 of 13 Proposal ID: 3138821 • Commissioning and checkout of new head end controller, new programmable controllers, and user interface • 1st year warranty on newly installed Tracer SC+ controller. • Owner Control System Operational Training Temperature Controls Upgrade Price — Public Library Total Net Price (Excluding Sales Tax) $ 39,750.00 Young Arena Summary: Replace existing Niagara controller with Tracer SC+. Connect updated control system to new Ensemble Cloud Enterprise BAS. Repair or replacement of failed end devices is not included. Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller & Lon Module • The existing equipment controllers are already current LonTalk controllers. Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to replace BLX JACE with Tracer SC+ • Control System Programming & Graphics (equipment graphics for RTUs, AHUs, VAVs, and building floorplan graphics). • Commissioning and checkout of new head end controller, new programmable controllers, and user interface • 1st year warranty on newly installed Tracer SC+ controller. • Owner Control System Operational Training Temperature Controls Upgrade Price — Young Arena Total Net Price (Excluding Sales Tax) $ 32,700.00 5 Sullivan Brothers Center Summary: This building has a Tracer SC+ controller installed that will be reconfigured to be the head end controller. The existing Niagara controllers will now se►ve as a gateway for the remaining JCI N2 controllers in the building (AHU-6 and 34 VAV controllers). Connect updated control system to new Ensemble Cloud Enterprise BAS. Existing end devices that are compatible with the new programmable controllers will remain and any failed devices will be noted. Repair or replacement of failed end devices is not included. An option to replace existing pneumatic actuators is outlined below. Controls systems and equipment • Tracer SC+ device licenses Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control System Integration, Programming & Graphics (equipment graphics for AHU's, VAVs, HW/CW loop system graphics, and building floorplan graphics) • Commissioning and checkout of new head end controller and user interface • Owner Control System Operational Training Temperature Controls Upgrade Price •- 5 Sullivan Brothers Center Total Net Price (Excluding Sales Tax) $ 44,580.00 © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 5 of 13 Proposal ID: 3138821 Option #1 for Five Sullivan Brothers: replace remaining pneumatic controls in penthouse mechanical room/ Summary: Demo/remove the remaining pneumatic damper actuators and valve actuators on AHU-3 and 4 and replace with new Belimo actuators. Install additional control power transformers and extend low voltage wiring (using existing conduit/pathways). Provide and install fan safety relays and connect fire alarm interlock on two fans. Provide and install control relays and CT's to monitor/control (3) exhaust fans serving the kitchen. Controls systems and equipment • Provide and install (15) electric damper actuators, (3) retrofit valve actuators and associated wiring and installation hardware. • Provide and install control power transformers to power new electric actuators. • Provide and install fan safety relays for (2) fire alarm system interlocks. • Provide and install (3) control relays and (3) current switches to monitor/control (3) kitchen exhaust fans. Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation • Commissioning and checkout of newly installed components. • 1st year warranty on newly installed components Controls systems services not included • Demolition/removal or replacement of any existing standalone pneumatic controls devices that are not currently tied to the DDC system. Option #1 Pricing for Pneumatic to Electonic Retrofit — Five Sullivan Brothers Total Net Price (Excluding Sales Tax) $ 38,230.00 Are Stabon #1 Summary: Replace existing Niagara controller with Tracer SC+. Replace proprietary I/O controller connected to JACE. Connect updated control system to new Ensemble Cloud Enterprise BAS. Repair or replacement of failed end devices is not included. • Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller • Provide and install BACnet UC controllers to replace existing programmable I/O connected to existing JACE • Provide and setup licensing for Tracer devices • Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to replace BLX JACE with Tracer SC+. • Provide and install new Tracer UC600/UC400 controllers and expansion I/O to replace existing programmable I/O controller connected to the existing JACE. These controllers also have a proprietary communication protocol (not compatible with non -Niagara systems). • Control System Programming & Graphics (equipment graphics for AHU's, HW/CW loop system graphics, and building floorplan graphics). • Commissioning and checkout of new head end controller, new programmable controller, user interface • 1st year warranty on newly installed Tracer SC+ controller. • Owner Control System Operational Training Temperature Controls Upgrade Price -- Fire Station Total Net Price (Excluding Sales Tax) $ 28,490.00 © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 6 of 13 Proposal ID: 3138821 Carnegie Buliding Summary: Replace existing Niagara controller with Tracer SC+. Replace proprietary I/O controller connected to JACE. Connect updated control system to new Ensemble Cloud Enterprise BAS. Repair or replacement of failed end devices is not included. • Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller • Provide and install BACnet UC controller to replace existing programmable I/O connected to existing JACE. • Provide and setup licensing for Tracer devices • Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to replace BLX JACE with Tracer SC+. • Provide and install new Tracer UC controller and expansion I/O to replace existing programmable I/O controller connected to the existing JACE. This controller uses a proprietary communication protocol (not compatible with non -Niagara systems). • Control System Programming & Graphics (equipment graphics for AHU's, HW/CW loop system graphics, and building floorplan graphics). • Commissioning and checkout of new head end controller, new programmable controllers, and user interface • 1st year warranty on newly installed Tracer SC+ controller. • Owner Control System Operational Training Additional Controls systems services included • 1st Year Support — Tracer Support (Remote Technical Support) Temperature Controls Upgrade Price — Carnegie Building Total Net Price (Excluding Sales Tax) $ 22,135.00 Public Works Summary: Provide a building automation system for this building that is currently operating on standalone controls. Connect the existing Trane RTU's, VAV boxes, and Johnson MAU's to the new building automation system. Monitor the maintenance garage and IT room temperatures. Inspect the existing CO/NO2 monitoring/control system and determine what is needed to re -commission this system. Connect updated control system to new Ensemble Cloud Enterprise BAS. Existing end devices that are compatible with the new programmable controllers will remain and any failed devices will be noted. Repair or replacement of failed end devices is not included. Controls systems and equipment • Provide and install (1) Trane Tracer SC+ controller, (1) Trane Comm % bridge • Provide and install zone sensor in the Data/IT room for monitoring/alarming. • Provide and install (3) new BACnet controllers to enable/disable and monitor the existing MAU's. • Provide and install BACnet communication interface boards for existing standalone Trane RTU's (RTU- 1,2, and 5). • Provide and install wireless communications coordinators and wireless communications interfaces on RTU's and MAU's • Provide and install (2) wireless zone sensors in the maintenance bay. © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 7 of 13 Proposal ID: 3138821 Controls systems services included • Project Management • Engineered Control As -Built Drawing • Control Panel(s) and Low Voltage Wiring installation to install/mount Tracer SC+ controller, I/O module, and Comm 3/ bridge • Integrate the existing RTU-3, RTU-4, and VAV controllers. • Control System Programming & Graphics (equipment graphics for RTU's, VAVs, and MAU's graphics, and building floorplan graphics) • Commissioning and checkout of new head end controller, new programmable controllers, and user interface • 1st year warranty on newly installed Tracer SC, controllers, sensors, and wireless communications devices. • Owner Control System Operational Training • 2-day on -site inspection and calibration of the CO/NO2 control system. Provide owner with detailed report of the system status and a quote for sensor replacement and repairs. Temperature Controls Upgrade Price - Public Works Total Net Price (Excluding Sales Tax) $ 69,085.00 Enterprise System Summary: Cloud -based Tracer Ensemble Enterprise System is a SaaS solution to provide a single user interface for all buildings, global alarming/scheduling, and dashboards. Temperature Controls Upgrade Price - One Time Fee for Setup Total Net Price (Excluding Sales Tax) $ 11,100.00 Annual Tracer Ensemble Cloud Service (for up to 10 buildings) Total Net Price (Excluding Sales Tax) $ 8,200.00 Applicable to All Buildings: Controls systems services not included • Demolition/removal or replacement of existing devices/sensors quoted as "assumed" to be in working condition (controllers that are to remain, sensors, actuators, valves, relays, transformers, etc.) • This proposal assumes existing wiring (18/2 RS-485 communication links and wiring to end devices) is in good condition and will be reused. • Any temporary controls • Repair or replacement of any equipment being controlled Proposal Notes/ Clarifications • All work to be performed during normal business hours (8am to 5pm, M-F, non -holidays). Proposal does not include "Premium Time" or Price Contingency therefor • Owner to provide CAD or PDF floor plan layout of the building and mechanical system prints so that we can create custom floor plan graphics for the site • Equipment Order Release and Services rendered are dependent on receipt of PO/Subcontract and credit approval. Lead time on these controllers is currently ranging from 12-16 weeks but is subject to change based on supply. We will communicate estimated ship dates and coordinate the work on -site once we have the material. • Controls for any systems not listed above are excluded • Trane will not perform any work if working conditions could endanger or put at risk the safety of our employees or subcontractors • The customer is requested to provide Trane with an Ethernet connection. The cable and actual connection will be provided by the customer to ensure all necessary network conditions and © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 8 of 13 Proposal ID: 3138821 requirements for cabling meet the integrity of the customer's network and security is not compromised. This connection process is provided to ensure proper integration with the customer's network infrastructure Trane will require an IP address from the customer's IT department for each Trane Facility Infrastructure network device installed on the customer's network. Trane will provide the customer with a Mac address for each network device needed. If this is not feasible, an option for a cellular router is provided below. • In an effort to ensure the customer will be provided with proactive service and facility issue resolutions, Trane is requesting access to the Tracer SC controller through outgoing ports 443 and 1194.. The intent is to provide the customer with infrastructure support from our local or national Trane Intelligent Services Staff Trane will provide secure remote access via TraneConnect unless other arrangements are made. Financial items not included • Bid Bond • Payment and Performance Bond • Guarantee of any energy, operational, or other savings Respectfully submitted, Doug Stephens Trane U.S. Inc. E-mail. ddstephens@trane.com Office Phone (515) 270-0004 © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 9 of 13 Proposal ID: 3138821 TRANE ACCEPTANCE This proposal is subject to Customer's acceptance of the attached Trane Terms and Conditions (Installation). We value the confidence you have placed in Trane and look forward to working with you. Retention withheld 5% on installation, 0% on Equipment; rate reduced per the contract documents and released no later than the date of Trane substantial completion. COVID-19 NATIONAL EMERGENCY CLAUSE The parties agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid-19 pandemic ("Covid-19 Pandemic"). With the continued existence of Covid-19 Pandemic and the evolving guidelines and executive orders, it is difficult to determine the impact of the Covid- 19 Pandemic on Trane's performance under this Agreement. Consequently, the parties agree as follows: 1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the schedule and completion dates, subject to provisions below; 2. Each party will abide by any federal, state (U.S.), provincial (Canada) or local orders, directives, or advisories regarding the Covid-19 Pandemic with respect to its performance of its obligations under this Agreement and each shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to so abide or to safeguard its employees, subcontractors, agents and suppliers; 3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding its obligations as the Covid-19 Pandemic situation evolves; and 4. If Trane's performance is delayed or suspended as a result of the Covid-19 Pandemic, Trane shall be entitled to an equitable adjustment to the project schedule and/or the contract price. Submitted By: Doug Stephens Cell: (319) 533-4052 Office: (515) 270-0004 Proposal Date: November 17, 2022 TRANE ACCEPTANCE Trane U.S. Inc. CUSTOMER ACCEPTANCE City of Waterloo Sri Authorized Representative Quentin Hart Authorized Representative Printed Name Mayor Printed Name Title Title Purchase Order Acceptance Date: Signature Date © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 10 of 13 Proposal ID: 3138821 TERMS AND CONDITIONS — COMMERCIAL INSTALLATION "Company" shall mean Trane U.S. Inc. 1. Acceptance; 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 commercial goods and/or services described (the "Work"). COMPANY'S TERMS AND CONDITIONS AND EQUIPMENT PRICES ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in vatting by the party to whom this offer is made or an authorized agent ("Customer') delivered to Company within 30 days from the date of the Proposal. Prices In the Proposal are subject to change at any time upon notice to Customer. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon 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 Customers terms and as Company's counteroffer to provide Work in accordance with the Proposal and the Company terms and condlions. If Customer does not reject or object in writing to Company within 10 days, Company's counteroffer will be deemed accepted. Notwithstanding anything to the contrary herein, Customers acceptance of the Work by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customers obligation to pay for Work rendered by Company to the date of cancellation. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at https:/Anew.Crane.com/TraneConnectedServicesTerms. as updated from time to lime, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S. shall be made as follows: FOB Company's U.S. manufacturing facility or warehouse (full freight allowed). Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery of such to carrier at Company's U.S. manufacturing facility or warehouse. 4. Pricing and Taxes. Unless otherwise noted, the price in the Proposal includes standard ground transpodation and, if required by law, all sales, consumer, use and similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Tax exemption is contingent upon Customer furnishing appropriate certificates evidencing Customers tax-exempt status. Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninslalled basis and any taxable labor/labour do not include sales tax and taxes will be added. Within thirty (30) days following Customer acceptance of the Proposal without addition of any other terms and conditions of sale or any modification, Customer shall provide notification of release for immediate production at Company's factory. Prices for Work are subject to change at any lime prior to shipment to reflect any cost increases related to the manufacture, supply, and shipping of goods. This includes, but is not limited to, cost increases in raw materials, supplier components, labor, utilities, freight, logistics, wages and benefits, regulatory compliance, or any other event beyond Company's control. If such release is not received within 6 months after date of order receipt, Company reserves the right to cancel any order. If shipment is delayed due to Customers actions, Company may also charge Customer storage fees. Company shall be entitled to equitable adjustments in the contract price to reflect any cost increases as set forth above and will provide notice to Customer prior to the date for which the increased price is to be in effect for the applicable customer contract. In no event will prices be decreased. 5. Exclusions from Work. Company's obligation is limited to the Work as defined and does not include any modifications to the Work site under the Americans With Disabilities Act or any other law or building code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work without a written change order signed by Customer and Company. 6. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company performs the Work. Company may refuse to perform any Work where working conditions could endanger property or put at risk the safety of persons. Unless otherwise agreed to by Customer and Company, at Customers expense and before the Work begins, Customer will provide any necessary access platforms, catwalks to safely perform the Work in compliance with OSHA or stale industrial safety regulations. 7. Payment. Customer shall pay Company's invoices within net 30 days of invoice date. Company may invoice Customer for all equipment or materialfurnished, whether delivered to the installation site or to an off -site storage facility and for all Work performed on -site or off -site. No retention shall be withheld from any payments except as expressly agreed in writing by Company, in which case retention shall be reduced per the contract documents and released no later than the date of substantial completion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as required, Company may suspend performance and the time for completion shall be extended for a reasonable period of time not less than the period of suspension. Customer shall be liable to Company for all reasonable shutdown, standby and start-up costs as a result of the suspension. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to 1.5 % of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested, Company will provide appropriate lien waivers upon receipt of payment. Customer agrees that, unless Customer makes payment in advance, Company will have a purchase money security interest in all equipment from Company to secure payment in full of all amounts due Company and its order for the equipment, together with these terms and conditions, form a security agreement. Customer shall keep the equipment free of all taxes and encumbrances, shall not remove the equipment from its original installation point and shall not assign or transfer any interest in the equipment unfit all payments due Company have been made. B. Time for Completion. Except to the extent olhenvise expressly agreed in writing signed by an authorized representative of Company, all dates provided by Company or its representatives for commencement. progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated dates, Company shall not be responsible for any damages for its failure to do so. Delivery dates are approximate and not guaranteed. Company will use commercially reasonable efforts to deliver the Equipment on or before the estimated delivery dale, will notify Customer if the estimated delivery dales cannot be honored, and will deliver the Equipment and services as soon as practicable thereafter. In no event will Company be liable for any damages or expenses caused by delays in delivery. 9. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours, or such other hours as may be requested by Company and acceptable to the Work site' owner or tenant for the performance of the Work, including sufficient areas for staging, mobilization, and storage. Company's access to correct any emergency condition shall not be restricted. 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 or HVAC equipment to view, extract, or olhenvise collect and retain data from the BAS, HVAC equipment, or other building systems, and to diagnose and remotely make repairs at Customer's request. 10. Completion. Notwithstanding any other term or condition herein, when Company informs Customer that the Work has been completed, Customer shall inspect the Work in the presence of Company's representative, and Customer shall either (a) accept the Work in its entirety in writing, or (b) accept the Work in part and specifically identify, in writing, any exception items. Customer agrees to re -inspect any and all excepted items as soon as Company informs Customer that all such excepted items have been completed. The initial acceptance inspection shall take place within ten (10) days from the date when Company informs Customer that the Work has been completed. Any subsequent re -inspection of excepted items shall take place within five (5) days from the date when Company informs Customer that the excepted items have been completed. Customers failure to cooperate and complete any of said inspections within the required time limits shall constitute complete acceptance of the Work as of ten (10) days from dale when Company informs Customer that the Work, or the excepted items, if applicable, has/have been completed. 11. Permits and Governmental Fees. Company shall secure (with Customers assistance) and pay for building and other permits and governmental fees, licenses, and inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received, negotiations thereon concluded, or the effective date of a relevant Change Order, whichever is later. Customer is responsible for necessary approvals, easements, assessments and charges for construction, use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such permits, fees, licenses and inspections are not included in the Proposal. Company will invoice Customer for such costs. 12. Utilities During Construction. Customer shall provide without charge to Company all water, heat, and utilities required for performance of the Work. 13. Concealed or Unknown Conditions. In the performance of the Work, if Company encounters conditions at the Work site That are (i) subsurtace orotherwise concealed physical conditions that differ materially from those indicated on drawings expressly incorporated herein or (ii) unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work, Company shall notify Customer of such conditions promptly, prior to significantly disturbing same. If such conditions differ materially and cause an increase in Company's cost of, or time required for. performance of any part of the Work, Company shall be entitled to, and Customer shall consent by Change Order to, an equitable adjustment In the Contract Price, contract time, or both. 14. Pre -Existing Conditions. Company is not liable for any claims, damages. losses. or expenses, arising from or related to conditions That existed in, on, or upon the Work site before the Commencement Date of this Agreement ("Pre -Existing Conditions'), including, without limitation, damages, losses, or expenses involving Pre -Existing Conditions of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 11 of 13 Proposal ID: 3138821 fungi. Company also is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. 15. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any identification, abatement, cleanup, control, disposal. removal or other work connected with asbestos, polychlorinated biphenyl ("PCB"), or other hazardous materials (hereinafter, collectively, "Hazardous Materials'). Customer warrants and represents that, except as set forth in a writing signed by Company, there are 1)0 Hazardous Materials on the Work site that will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company will be performing the Work. Should Company become aware of er suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be exclusively 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 and, to the fullest extent permitted by law, shall indemnify and hold harmless Company (including its employees, agents and subcontractors) from and against 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 Work site, not brought onto the Work site by Company. Company shall be required to resume performance of the Work in the affected area only in the absence of Hazardous Materials r 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 Work site for the presence of Hazardous Materials. 16. Force Majeure. Company's duly 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 10 days' notice to Customer, in which event Customer shall pay Company for all parts of the Work umished 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; tornado; storm; fire; civil disobedience; pandemic nsurrections; riots; labor/labour disputes; labor/labour or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid), and acton or non -action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 17. Customer's Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer; (3) Any epresentalion or warranty furnished by Customer in this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to Company for all Work furnished to date and all damages sustained by Company (including lost profit and overhead) 18. Indemnity. To the fullest extent permitted by law, Company and Customer shall indemnify, defend 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 tangible personal property, to the extent caused by the negligence or misconduct of their respective employees or other 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. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination hereof, with respect to any claims based on facts or conditions that occurred prior to expiration or termination. 19. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION, LOST DATA, LOST REVENUE, LOST PROFITS, LOST DOLLAR SAVINGS, OR LOST ENERGY USE SAVINGS, INCLUDING CONTAMINANTS LIABILITIES, EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT, NEGLIGENCE, ANY OTHER TORT, WARRANTY, STRICT LIABILITY, OR PRODUCT LIABILITY). In no event will Company's liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement. 20. CONTAMINANTS LIABILITY The transmission of COVID-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through the air in dosed environments. IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION, ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH), DAMAGE TO PROPERTY, OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS (INCLUCING THE SPREAD, TRANSMISSION, MITIGATION, ELIMINATION, OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANT LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANTS LIABILITIES. 21. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims, damages, judgments and loss arising from infringement or alleged infringement of any United States patent by any of the goods manufactured by Company and delivered hereunder, provided that in the event of suit or threat of suit for patent infringement, Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against infringement by reason of Customers design of the articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation, Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section, all parties concerned shall be entitled to be represented by counsel at their own expense. 22. Limited Warranty. Company warrants for a period of 12 months from the date of substantial completion (-Warranty Period") commercial equipment manufactured and installed by Company against failure due to defects in material and manufacture and that the labor/tabour furnished is warranted to have been properly performed (the "Limited Warranty). Trane equipment sold on an uninstalled basis is warranted in accordance with Company's standard warranty for supplied equipment. Product manufactured by Company that includes required startup and is sold in North America will not be warranted by Company unless Company performs the product start-up. Substantial completion shall be the earlier of the date that the Work is sufficiently complete so that the Work can be utilized for its intended use or the date that Customer receives beneficial use of the Work. If such defect is discovered within the Warranty Period, Company will correct the defect or furnish replacement equipment (or, at its option, pads therefor) and, if said equipment was installed pursuant hereto, labor/labour associated with the replacement of parts or equipment not conforming to this Limited Warranty. Defects must be reported to Company within the Warranty Period. Exclusions from this Limited Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; Customer's failure to follow the Company -provided maintenance plan; refrigerant not supplied by Company; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. No warranty liability whatsoever shall attach to Company until the Work has been paid for in full and then said liability shall be limited to the lesser of Company's cost to correct the defective Work and/or the purchase price of the equipment shown to be defective. Equipment, material and/or parts that are not manufactured by Company ("Third -Party Producl(s)" are not warranted by Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD -PARTY PRODUCT(S) AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD -PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD -PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES, WHETHER ORAL OR WRITTEN. THE 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 AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY .OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. ADDITIONALLY, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, THIRD -PARTY PRODUCT, OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 12 of 13 Proposal ID: 3138821 23. Insurance. Company agrees to maintain the following insurance while the Work is being performed with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy, Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive its right of subrogation. 24. Commencement of Statutory Limitation Period. Except as to warranty claims, as may be applicable, any applicable statutes of limitation for acts or failures to act shall commence to run, and any alleged cause of action stemming therefrom shall be deemed to have accrued. in any and all events not later than the last date that Company or its subcontractors physically performed work on the project site. 25. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which the Work is performed, without regard to choice of law principles which might otherwise call for the application of a different state's or provinces law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Work is performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the Work site is owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements. representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated herein by eference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign. transfer, or convey This Agreement, or any part hereof, or its right, title or interest herein, without the wdtten consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Customers 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. 26. 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 6D-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. 27. U.S. Government Work. 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 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor. Company accepts only the following mandatory flow down provisions in effect as of the date of this subcontract: 52.203-19; 52.204-21; 52.204-23; 52.219-8; 52.222-21; 52.222-26: 52.222-35; 52.222-36; 52.222-50; 52.225-26; 52.247-64. If the Work is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true. correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Companys performance of the work that is the subject of the Proposal or this Agreement, other Than the Proposal or this Agreement. 28. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity. a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1) hereby provides this limited waiver of its sovereign Immunity as to any damages, claims, lawsuit, or cause of action (herein "Action) brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in contract. tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court. and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. 1-26.251-10(1221) Supersedes 1-26.251-10(0821) © 2022 Trane Technologies All rights reserved Confidential and Proprietary Information of Trane U.S. Inc. Page 13 of 13