HomeMy Public PortalAbout002-2023 - Trane U.S. - chiller service for City Building AGREEMENT
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THIS AGREEMENT made and entered into this _ day of - coi , 2023, and referred to as
Contract No. 2-2023, by and between the City of Richmond, Indiana, a mun,' •ipal corporation acting by
and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Trane U.S.
inc., 5355 North Post Road, Indianapolis, Indiana,46216(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
Contractor is the sole source provider of annual services and maintenance for the chiller unit installed in
the City of Richmond Municipal Building. City hereby retains Contractor to install and provide such
annual maintenance of the City Building chiller(the "Project").
Contractor's proposal is attached hereto as Exhibit A, which Exhibit is dated July 13, 2022, consists of six
(6) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall
perform all services described on the Proposal and Contractor agrees to abide by same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions,
terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or warranties;
2. The City is in receipt of any required affidavit signed by Contractor in accordance
with Indiana Code 22-5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of
Richmond. The Contractor shall provide, at its own expense, competent supervision of the work.
SECTION Iii. COMPENSATION
City shall pay Contractor at the hourly rates as described and set forth on the attached Exhibit A for the
services provided under this Agreement.
Contract No. 2-2023
Page 1 of 6
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect until
December 31, 2025.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for
cause, at any time by giving at least five (5) working days written notice specifying the effective date and
the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall, be required to make payment for all work performed prior
to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination,the effective date, and in the case of partial termination, the
portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the results or
aftereffects of said event causes the performance of this Agreement to become impossible or highly
impracticable. Said event or results or aftereffects of said event would include events or effects which :he
parties to this Agreement could not have anticipated or controlled. Examples of a force-majeure event, or
its results, would include, but would not be limited to, events such as an Act of God, an Act of Nature, an
Act of Law, or an Emergency Act of Executive Enforcement of the Federal government, the State of
Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or
employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such
insurance as will protect it from the claims set forth below which may arise out of or result from the
Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub-
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contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the
Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation 6:‘, Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 11. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section I, Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before
commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from
the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-
5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's
worker's compensation law, Contractor may choose to comply with all provisions of its home state's
worker's compensation law and provide the City proof of such compliance in lieu of complying with the
provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status
of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is riot
required to verify the work eligibility status of all newly hired employees of the contractor through the
Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of
this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does
not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event
Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than
thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the
violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that terminating
this Agreement would be detrimental to the public interest or public property, the City may allow this
Page 3 of 6
Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated
under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for
actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code(IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment
activities in Iran. In the event City determines during the course of this Agreement that this certification
is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor
ninety (90) days within which to respond to the written notice. In the event Contractor fails to
demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety(90) days
after the written notice is given to the Contractor, the City may proceed with any remedies it may have
pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this
certification is no longer valid and said determination is not refuted by Contractor in the manner set forth
in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety(90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting on
behalf of Contractor or any sub-contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees:
1. That in the hiring of employees for the performance of work under this Agreement of any
subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of
Contractor or any sub-contractor, shall riot discriminate by reason of race, religion, color,
sex, national origin or ancestry against any citizen of the State of Indiana who is qualified
and available to perform the work to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor or any
sub-contractor shall in no manner discriminate against or intimidate any employee hired
for the performance of work under this Agreement on account of race, religion, color,
sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under this
Agreement, a penalty of five dollars ($5,00) for each person for each calendar day during
which such person was discriminated against or intimidated in violation of the provisions
of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or to
become due hereunder may be forfeited, for a second or any subsequent violation of the
terms or conditions of this section of the Agreement.
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C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation
shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of
the same from all liability which may arise in the course of Contractor's performance of its obligations
pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights
or obligations hereunder without the prior written consent of the other party. Any such delegation or
assignment, without the prior written consent of the other party, shall be null and void. This Agreement
shall be controlled by arid interpreted according to Indiana law and shall be binding upon the parties, their
successors and assigns. This document constitutes the entire Agreement between the parties, although it
may be altered or amended in whole or in part at any time by filing with the Agreement a written
instrument setting forth such changes signed by both parties. By executing this Agreement the parties
agree that this document supersedes any previous discussion, negotiation, or conversation relating to the
subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out
of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation
shall be required prior to the commencement of legal proceedings in said Courts. By executing this
Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue,
or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of
Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other
tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly
authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement,
including but not limited to, City's reasonable attorney's fees.
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:In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises,
this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day
and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICEIMOND, "MANE U.S. :INC.
INDIANA by and through its 5355 North Post Road
Board of Public Works and Safety Indianapolis, IN 46216
' , • 2_,
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Vicki Robinson, President
, Printed:
milyPalmer,Member
- —______
By:. _ Title: Zr-rovtafil.
Matt Evans, Member
Date: - Date:
APPROVE :
- •
Sno •
Date: /0// Z0V5
Page 6 of 6
Richmond City Building Service Agreement Renewal
Proposal ID: 7O33854
~ 10
TranmU.S, Inc.
5355 North Post Road
Indianapolis, IN 46,216
Phone: (317)255-8777. Fax: (800)011-2907
Service Contact: (317)255-8777
July 13. 2U22
SuzanoBioo Site Address:
Richmond City Building
City Of Richmond 5ON5thSt Ste 200
5O NORTH 5TH ST Richmond. |N47574
Richmond. |N47574-4737 U.S.A. United States
ATTENTION: SvzaneBias
SUBJECT: Continuation of Service Agreement 7O33Q54
Your Trune Service Agreement io scheduled for renewal on9/1/2022. Tn assure that there will bano Interruption ofservice
and benefits to City Of Richmond your Service Agreement will be extended through 8/31/2025, The adjusted Service Fees for
,he renewal,ann for all sites in set forth in the following table:
Contract Year Annual Amount USID PaVment USID
The Annual Amount and Payment information set forth above DO NOT include applicable sales tax. Applicable sales
taxes will be included upon generation wf the invoice for the renewed Service Agreement. Payment of applicable
sales tax ia the responsibility of the Customer.
If there is any reason why this Service Agreement should not be extended through this period, please notify Trane in wrifing 30
days prior^o the renewal date indicated above. If so notified,Trane can continue at your discretion to provide services beyond
the renewal date at our standard hme and material rates,
|[
. , Service Fee Discount. A one-time 3.00 % discount is offered far full payment of1 year(u) in advance ofthe
commencomentcf the Service Agreement. Invoice would be issued at start of the Agreement and Is due net 15 days from date
of invoice. The discount would be12951USDif this option ixselected. Tax will ba calculated based upon the pre-discounted
price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicabie to
credit card transactions. Please check the box^n select this discount option.
SCOPE OFSERVICE
'The Scope of Service for the now agreement period will remain the same as delivered in the Current period.
TERMS & CONDITIONS
Terms& Conditions for the renewal period are attached.
CLARIFICATIONS
If City Of Richmond accounting procedures reqUire a purchase order for the renewal term, please provide your purchase order
number tuTmneno less than 30 days prior to the renewal date.
VVeva|ueynurbuninossand |ookfonwarUNcondnuingtosomaandconuibutetoyouror0anization'sxucceon�
Sincerely,
�XM/UU A—,PAGE
-
Richmond City Building Service Agraamen\Renowa|
Proposal ID: 7033854
MattCelks
Senior Account Manager
Tmne
COV/Q-1Q 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'19Pandemic^). With the continued existence of Covid-19 Pandernic and the evolving guidelines
and executive orders, it is difficult to determine the Impact of the Covid-19 Pandernic on Trane's performance under this
Agreement. Consequently, the parties agree asfollows:
1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the
schedule and completion datem, subject to provisions below;
2. Each party will abide by any federal,state(US),provincial(Canada)or local orders,directives,or advisories regarding
the Covid-I 9 Pandemic with respect to its performance of its obligations under this Agreement and each shall 'lave
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-1 9 Pandemic, Tnanesha|| baentitlodman
equitable adjustment kz the project schedule arid/or the contract price.
CUSTOMER ACCEPTANCE
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8utho,izedRepeme
Printed Name
Title
PumhaneOrdar
Acceptance Date ~
Tnono's License Number 25�SU0485 ~�
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@2O22TmnoTechnologies All Rights Reserved Page 2nf5 ' Renewal An emon\-
Richmond City Building Service Agreement Renewal
Proposal |D: 7O33854
Richmond
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The following "Covered Equipment"will be serviced at Richmond City Building:
E ip Ment QtyManufacturer Asset Tm
Ton Water-Cooled ChiUer |
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Description Quantity Per Term
Water Cooled Rotary Annual Inspection 3
Water Cooled Rotary Seasonal Start Up 3
Water Cooled Rotary Uuartor|yInspection 3
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Richmond City Building Service Agreement Renewal
Proposal ID: 7033854
T ITI ( aI )
"Company"shall mean Trane U.S.Inc_
1. Agreement. These terms and conditions("Terms")are an integral part of Company's offer and form the basis of any agreement(the"Agreement")resulting
from Company's proposal(the"Proposal')for the following commercial services as stated in the Proposal(collectively,the"Services"):inspection,maintenance
and repair(the'Maintenance Services")on equipment(the"Covered Equipmenr),specified Additional Work(if any),and,if included in the Proposal,Intelligent
Services,Energy Assessment,Energy Performance Solutions,and any other services using remote connectivity(collectively and individually referred to 11 these
Terms as"Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ('Connected Services Terms"), available at
https://www.trane.corn/TraneConnectedServicesTerms,as updated from time to time,are incorporated herein by reference and shall apply to the extent that
Company provides Customer with Connected Services,as defined in the Connected Services Terms,
3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent("Customer')delivered to
Company within 30 days from the date of the Proposal,If Customer accepts the Proposal by placing an order,without the addition of any other terms and conditions
of sale or any other modification,Customers order shall be deemed acceptance of the Proposal subject to these Terms and Conditions, If Customer's order is
expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein,return of such order by Company with
Cornpanys Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to perform
in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or object in writing to Company within 10 days, Company's
counteroffer will be deemed accepted. Customers acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's
Terms and Conditions. This Agreement is subject to credit approval by Company, Upon disapproval of credit,Company may delay or suspend performance or,at
its option,renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall
be cancelled without any liability,other than Customer's obligation to pay for Services provided by Company to the date of cancellation.
4. Fees and Taxes. Fees for the Services(the"Service Fees')are as set forth in the Proposal.Except as otherwise stated in the Proposal,Service Fees are
based on performance during regular business hours.Charges for performance outside Company's normal business hours shall be billed separately according to
the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fees,Customer shall pay all taxes riot legally required to he paid by
Company or,alternatively,shall provide Company with an acceptable tax exemption certificate
5. Payment. Payment is due upon receipt of Company's invoice, Service Fees shall be paid no less frequently than quarterly and in advance of performance of
the Services, Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum alowable
legal interest rate or 1.5%of the principal amount clue at the end of each month. Without liability to Customer,Company may discontinue performance whenever
payment is overdue. Cuetorner shall pay all costs(including attorneys fees)Incurred by Company in attempting to collect amounts due or otherwise enforcing this
Agreement.
6. Customer Breach. Each of the following constitutes a breach by Customer arid shall give Company the right,without an election of remedies,to suspend
performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination,Customer shall be liable to the Compar y for all
Services furnished to date and all damages sustained by Company(including lost profit and overhead):(a)Any failure by Customer to pay amounts when due;(b)
any general assignment by Customer for the benefit of its creditors, Customer's bankruptcy, insolvency, or receivership; (c)Any representation or warranty
furnished by Customer in connection with this Agreement is false or misleading in any material respect when made;or(d)Any failure by Customer to perform or
comply with any material provision of this Agreement.
7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are
performed under similar circumstances when Company performs the Services.Company may refuse to perform where working conditions could endanger property
or put people at risk,Unless otherwise agreed by Customer and Company,at Customer's expense arid before the Services begin, Customer will provide any
necessary access platforms, catwalks to safely perform the Services in compliance with OSHA,state, or provincial industrial safety regulations or any other
applicable industrial safety standards or guidelines.This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as
of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation
to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement,or upon initial inEipectien,and/or upon seasonal start-up
(if included in the Services),if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written
quotation for such repairs or replacemene if Customer does not authorize such repairs or replacement,Company may remove the unacceptable equipment from
the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to
connect to controls,systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer,
including remote diagnostic and repair service,Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications
and network infrastructure.Company may elect to install/attach to Customer equipment or provide portable devices(hardware and/or software)for execution of
control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer
locations. Customer shall not acquire any interest,title or equity in any hardware,software,processes,and other intellectual or proprietary rights to devices used
in connection with the Services on Customer equipment. Company may remove such devices at its discretion.Parts used for any repairs made will be those
selected by Company as suitable for the repair and may be parts not manufactured by Company.
8. Customer Obligations. Customer shall:(a)Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work;
(b)Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul,restoration or refurbishing of the Covered Equipment;
unless expressly stated in the Scope of Services statement,Company is not performing any manufacturer recommended teardown arid internal inspection,major
overhaul,restoration or refurbishing of the Covered Equipment;and(c)Where applicable,unless water treatment is expressly included in the Services,provide
professional cooling tower water'treatment in accordance with any reasonable recommendations provided by Company.
9. Exclusions. Unless expressly included in the Covered Equipment or the Services,the Services do not include,arid Company shall not be responsible for or
liable to the Customer for any claims,losses,damages or expenses suffered by the Customer in any way connected with,relating to or arising from,any of the
following: (a)Any guarantee of room conditions or system performance; (b)Inspection, maintenance, repair, replacement of or services for chilled water arid
condenser water pumps and piping;electrical disconnect switches or circuit breakers;motor starting equipment that is not factory mounted and interconnecting
power wiring;recording or portable instruments,gauges or thermometers;non-moving parts or non-maintainable parts of the system,including,but not limited to,
storage tanks; pressure vessels,shells,coils,tubes,housings,castings,casings,drain pans,panels,duct work;piping:hydraulic, hydronic,pneumatic,gas,or
refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring ductwork or conduit; electrical distribution system; nydronic
structural supports and similar items;the appearance of decorative casing or cabinets;damage sustained by other equipment or systems; and/or any failure,
misadjustment or design deficiencies in other equipment or systems;(c)Damage,repairs or replacement of parts made necessary as a result of electrical power
failure,low voltage,burned out main or branch fuses,low water pressure,vandalism,misuse or abuse,wear arid tear,end of life failure,water damage,improper
operation,unauthorized alteration of equipment,accident,acts or omissions of Customer or others,damage due to freezing weather,calamity,malicious act,or
any Event of Force Majeure;(d)Any damage or malfunction resulting from vibration,electrolytic action,freezing,contamination,corrosion,erosion,or caused by
scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement;(e)Furnishing any items of
equipment,material,or labor/labour,or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f)
Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g)Building access or
alterations that might he necessary to repair or replace Customer's existing equipment;(h)The normal function of starting and stopping equipment or the opening
and closing of valves,dampers or regulars normally installed to protect equipment against damage;(i)Valves that are not factory mounted:balance,stop,control,
and other valves external to the device unless specifically included in the Agreement;(j)Any responsibility for design or redesign of the system or the Covered
Equipment,obsolescence,safety tests,or removal or reinstallation of valve bodies and dampers;(k)Any services,claims,or damages arising out of Customer's
failure to comply with its obligations under this Agreement; (I) Failure of Customer to follow manufacturer renornmendations concerning teardown and internal
inspection,overhaul and refurbishing of equipment;(m)Any claims,damages,losses,or expenses,arising from or related to conditions that existed in,on,or upon
the premises before the effective date of this Agreement ("Pre-Existing Conditions"), including, without limitation;, damages, losses, or expenses involving
pre-existing building envelope issues,mechanical issues,plumbing issues,and/or indoor air quality issues involving niold/rnould and/or fungi;(n)Replacement of
refrigerant is excluded,unless replacement of refrigerant is expressly stated as included within the Services,in which case replacement shall in no event exceed
the stated percentage of rated system charge per year expressly stated in the Services;(o)crane or rigging costs;(p)Any Services,claims,or damages arising out
of refrigerant not supplied by Company. Customer shall ,ement refrigerant;(ii)Operation of any equipment;
EXHIBIT 1-4, PAGE Li OF ($.
CD 2022 Trane Technologies Al) Rights Reserved Page 4 of 6 Renewal Agreement
Richmond City Building Service Agreement Renewal
Proposal ID: 7033854
and(iii)Any claims,damages,losses,or expenses,arising from or related to work done by or services provided by individuals or entities that are not employed by
or hired by Company.
10. Limited Warranty. Company warrants that:(a)the material manufactured by Company and provided to Customer in performance of the Services is free from
defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement;and(b)the labor/labour portion of
the Maintenance Services and Additional Work has 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 he reported to Company within
the Limited Warranty period.Company's obligation under the Limited Warranty is limited to repairing or repracing the defective part at its option and to correcting
any laboalabour improperly performed by Company. No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have
been paid for in full.Exclusions from this Warranty include claims,lasses,damages and expenses in any way connected with,related to or arising from failure or
malfunction of equipment due to the following:wear arid 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 Company;and modifications
made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of equipment manutc.tured
by Company may be warranted directly from the component supplier,in which case this Limited Warranty shall not apply to those components and any warranty of
such components shall he the warranty given by such component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon
termination or cancellation of this Agreement. Equipment, material and/or parts that are riot manufactured by Company (Third Party Product(s))are not
warranted by Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY VS 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 RELYYING ON ANY WARRANTIES,
CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY
COMPANY OR ITS AFFILIATES, WHETHER ORAL OR WRITTEN,THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL
OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT
(INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE, COMPANY EXPRESSLY DISCLAIMS
ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED
WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR
REGARDING PREVENTION BY THE SCOPE OF SERVICES,OR ANY COMPONENT THEREOF.NO REPRESENTATION OR WARRANTY OF ANT KIND,
INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE,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.
11. Indemnity. To the maximum extent permitted by law,Company and Customer shall indemnify and hold harmless each other from any and all claims,actions,
costs,expenses,damages and liabilities,including reasonable attorneys'fees,resulting from death or bodily injury or damage to real or personal property,to the
extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or other authorized agents in connection with their
activities within the scope of this Agreement.Neither party shall indemnify the other againsLclaims,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.
12. 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 CONTAMINANTS LIABILITIES,OR PUNITIVE DAMAGES WHETHER BASED IN
CONTRACT,WARRANTY,STATUTE,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE
CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR
NON-PERFORMANCE OF THIS AGREEMENT,WHETHER BASED IN CONTRACT,WARRANTY,STATUTE,TORT(INCLUDING NEGLIGENCE),STRICT
LIABILITY,INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS,SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE
12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS
OCCURRED, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES(WHETHER DIRECT OR INDIRECT)RESULTING FROM MOLD/MOULD,
FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT
ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND
BUILDING PERFORMANCE SERVICES:INTERRUPTION,DELETION,DEFECT,DELAY IN OPERATION OR TRANSMISSION;CUSTOMER'S NETWORK
SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND
UNAUTHORIZED ACCESS TO CUSTOMER'S DATA OR COMMUNICATIONS NETWORK.
13. CONTAMINANTS LIABILITY, The transmission of COVID-19 may occur in a variety of ways and circumstances,many of the aspects of which are currently
riot known. HVAC systems,products,services and other offerings have riot been tested for their effectiveness in reducing the spread of COVID-19, including
through the air in closed 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 OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES") AND CUSTOMER HEREBY
EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANTS LIABILITIES.
14. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work
connected with asbestos polychlorinated biphenyl("PCB"),or other hazardous materials(collectively,"Hazardous Materials"). Customer warrants and represents
that there are no Hazardous Mater als en the premises that will in any way affect Company's performance,except as set forth in a writing signed by Company
disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or
suspect the presence of Hazardous Materials,Company may immediately stop work in the affected area and notify Customer. Customer will be responsible for
correcting the condition in accordance with all applicable laws and regulations, Customer shall be exclusively responsible for arid shall indemnify arid hold
harmless Company(including its emplwees, 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 premises,not brought onto the premises by
Company. Company shall be required to resume performance only in the absence of Hazardous Materials or when the affected area has been rendered harmless.
In no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any governmental agency,or examine the premises site
for the presence of Hazardous Materials.
15. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon
request from Customer,provide a 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 tinder Company's insurance policy,Company will do so but only subject to Company's manuscript
additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive rights of subrogation.
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 is unable
to carry out any material obligation under this Agreement due to an Event of Force Majeure,this Agreement shall at Company's election(i)remain in effect but
Company's obligations shall be suspended until the uncontrollable event terminates or(ii) be terminated upon 10 days' notice to Customer, in which event
Customer shall pay Company for all parts of the Services furnished to the date of termination. An"Event of Force Majeure"shall mean any cause or evert beyond
the control of Company. Without limiting the foregoing, "Event of Force Majeure"includes: acts of God; acts of terrorism, war or the public enemy; flood;
earthquake; lightning;tornado; storm;fire;civil disobeclienc . es; labor/labour or material shortages from the
CA PAOE 5 OF (it
o 2022 Trane Technologies All Rights Reserved Page 5 of 6 Renewal Agreement
Richmond City Building Service Agreement Renewal
Proposal ID: 7033854
usual sources of supply;sabotage;restraint by court order or public authority(whether valid or invalid),and action or non-actton 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. Maintenance Services Other Than Solely Scheduled Service. If Company's Maintenance Services hereunder are not limited solely to Scheduled Service,
the following provisions shall also apply (a) Required restoration shall be performed by Customer at its cost prior to Company being obligated to perform
hereunder;(b)any changes,acijustrnents,service or repairs made to the Equipment by any party other than Company,unless approved by Company in writing,
may,at Company's option,terminate.Company's obligation to render further service to the Equipment so affected;in such case no refund of any portion of the
Service Fees shall he made;and(c)Customer shall(i)promptly notify Company of any unusual performance of Equipment;(ii)permit only Company personnel to
repair or adjust Equipment and/or controls during the Term or a Renewal Term;arid(ii)utilize qualified personnel to properly operate the Equipment in accordance
with the applicable operating manuals and recommended procedures,
18. General. Except as provided below,to the maximum extent provided by law,this Agreement is made and shall he interpreted and enforced in accordance with
the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by litigation in
a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned and/or operated by any
agency of the United States Federal Government,determination of any substantive issue of law shall be according to the United States Federal common law of
Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal
Government.This Agreement contains ail of the agreements, representations and understandings of the parties arid supersedes all previous understandings,
commitments or agreements,oral or written,related to the Services. If any term or condition of this Agreement is invalid,illegal or incapable of being enforced
by any rule of law,all other Terms of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction
contemplated hereby is not affected in a manner adverse to any party hereto.Customer may not assign,transfer,or convey this Agreement,or any part hereof,
without the written consent of Company. Subject to the foregoing,this Agreement shall bind and inure to the benefit of the parties hereto and their permitted
successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all
together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original.Customer
may not assign,transfer,or convey this Agreement,or any part hereof,or its right,title or interest herein,without the written consent of Company.Subject to the
foregoing,this Agreement shall be binding upon and inure to the benefit of the parties'respective successors and assigns.No failure or delay by the Company in
enforcing arty right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy.
19. 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 VI 41 C.F.R.Parts 60-1 through 60-60,29 U.S.C.Section 793 and the applicable regulations contained in 41 CYR.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 arid 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.
20. U.S.Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that alV
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 he hound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR
52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to
indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down
provisions: 52,219-8; 52.222-26; 52.222-35; 52.,222-36; 52.222-39; 52.247-64. If the Services are in connection with a U.S. Government contract, Customer;
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 lirnited 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 arid approwl from
Company prior to providing any government official any Information about Company's performance of the Services that are the subject of the Proposal or this
Agreement,other than the Proposal or this Agreement,
21. 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 or its sovereign immunity as to any damages,claims,lawsuit,or cause of action(herein"Action")brought against Customer by
Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement,whether such Action is based in contract,
tort,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action 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 ar 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,
1-26.130-7(0821)
Supersedes 1-26.130-7(0720)
re.
[EXHIBIT f\ PAGE
0:)2022 Trani Technologies All Rights Reserved Page 6 of 6 Renewal Agreement