Loading...
R-1816 - 07/09/2019 - CONTRACTS - Resolutions Exhibits i� 1 REVIEW OF CONTRAM Awarding A ncy: )� of Contract; Depa'!�T Program/Account Number; A arded Contract Price d9e#ed Amount: 0 Under$20,000 (� $500,001 - $1,�,d00 0 $20,000 - $500,000 y ❑ Over$1,000,000 AS 0-Y16, Nome. Diu: tic,• Name: Dace: Ifs 1 Nome: _ Date: !Name: Date,-(, C C Three (3) Originals signed by other party Date/Initials t 1 / Original provided to staff member for other party Date/In€tials ( 1 �( j Original provlded to Official Flies Date/Initials�4 t 1 l Wlage of Oak Brook I Approved by Board of Trustees• Date/Initials: VILLAGE OF OAK BROOK CONTRACT FOR THE LIBRARY BAS AND CONTROLS UPGRADE PROJECT Full Name of Contractor:Trane US("Contractor'') Principal Office Address: 7100 S.Madison Street,Willowbrook, Illinois 60527 Contact Person:Dillon Drayer Telephone Number:(630)209-8735 TO: Village of Oak Brook("Village') 1200 Oak Brook Road Oak Brook, Illinois Attention: Doug Patchin, Public Works Director Contractor warrants and represents that Contractor has carefully examined the Work Sites described below and has reviewed and understood all documents included, referred to,or mentioned in this bound set of documents. 1. Work 5. Miscellaneous. Do all other things required of Contractor by this Contract;and A. Contract and Work. Contractor acknowledges, and agrees, that Contractor shall, at its sole cost and 6. Quality. Provide, perform, and complete all expense, provide, perform, and complete, in the manner of the foregoing in a proper and workmanlike specified and described, and upon the terms and manner, consistent with the standards of conditions set forth, in this Contract, all of the following, recognized professional firms in performing all of which is herein referred to as the"Work": Work of a similar nature, in full compliance with, and as required by or pursuant, to this 1. Labor Eguipment Materials, and Supplies. Contract, and with the greatest economy, Provide, perform, and complete, in the efficiency, and expedition consistent manner specified and described in this therewith, with only new, undamaged, and Contract, all necessary work, labor, services, first quality equipment, materials, and transportation, equipment, materials, supplies. supplies, information, data, and other means and items necessary for Oak Brook Library B. Performance Standards. Contractor BAS and Controls Upgrade Project, as acknowledges and agrees that all Work shall be specified in the attached Exhibit A ("Work fully provided, performed, and completed in Site'); accordance with the attached Exhibit A. In the event the quality of service becomes 2. Permits. The Village will furnish all unacceptable, the Village reserves the right to permits, licenses, and other governmental cancel the contract after giving thirty (30) day approvals and authorizations necessary in written notice. connection therewith; C. Responsibility for Damage or Loss. Contractor 3. Bonds and Insurance. Procure and furnish proposes, and agrees, that Contractor shall be all bonds and all insurance certificates and responsible and liable for, and shall promptly and policies of insurance specified in this without charge to Village repair or replace, any damage Contract; done to, and any loss or injury suffered by, the Village, the Work, the Work Site, or other property or persons as 4. Taxes. Pay all applicable federal, state, and a result of the Work. local taxes; 1 ' D. Insnection/Testing/Reiection. Village shall have completion of the work and final approval by the the right to inspect all or any part of the Work and to Village. reject all or any part of the Work that is, in Village's judgment, defective or damaged or that in any way fails All payments may be subject to deduction or to conform strictly to the requirements of this Contract setoff by reason of any failure of Contractor to and the Village, without limiting its other rights or perform under this Contract. Each payment remedies, may require correction or replacement at shall include Contractor's certification of the Contractor's cost, perform or have performed all Work value of, and partial or final waivers of lien necessary to complete or correct all or any part of the covering, all Work for which payment is then Work that is defective, damaged, or nonconforming and requested and Contractor's certification that all charge Contractor with any excess cost incurred thereby, prior payments have been properly applied to or cancel all or any part of any order or this Contract. the payment or reimbursement of the costs with Work so rejected may be returned or held at Contractor's respect to which they were paid. expense and risk. 3. Contract Time 2. Contract Price Contractor acknowledges and agrees that Contractor Contractor acknowledges and agrees that Contractor shall commence the Work within 15 days (weather shall take in monthly payments for all Work and other permitting) following the Village's acceptance of this matters set forth under Section 1 above, including Contract provided Contractor shall have furnished to the overhead and profit; taxes, contributions, and premiums; Village all bonds and all insurance certificates specified and compensation to all subcontractors and suppliers, in this Contract ("Commencement Date"). Contractor the compensation set forth below. further acknowledges and agrees that Contractor shall perform the Work diligently and continuously and shall A. SCHEDULE OF PRICES complete the Work not later than December 31, 2019 ("Time of Performance"). The Village may modify the For providing, performing, and completing all Time of Performance at any time upon 15 days prior Work, the Contract Price of $85,880.00, as written notice to the Contractor. Delays caused by the indicated in Exhibit A. Village shall extend the Time of Performance; provided, however, that Contractor shall be responsible for TOTAL CONTRACT PRICE(in writing): completion of all Work within the Time of Performance, notwithstanding any strike or other work stoppage by Eighty Five Thousand Eight Hundred and employees of either Contractor or of the Village. Eighty Dollars Only 4. Financial Assurance B. BASIS FOR DETERMINING PRICES A. Bonds. If the total contract cost is $20,000 or It is expressly understood and agreed that: more, the Contractor acknowledges and agrees that Contractor shall provide a Performance Bond, on forms 1. All prices stated in the Schedule of Prices provided by, or otherwise acceptable to, the Village, from are firm and shall not be subject to a surety company acceptable to the Village, each in the escalation or change; penal sum of the Contract Price,within 10 days following the Village's acceptance of this Contract. 2. The Village is not subject to state or local sales, use, and excise taxes, that no such B. Insurance. Contractor acknowledges and agrees taxes are included in the Schedule of Prices, that Contractor shall provide certificates of insurance and that all claim or right to claim any evidencing the minimum insurance coverages and limits additional compensation by reason of the set forth in Exhibit B within 10 days following the payment of any such tax is hereby waived Village's acceptance of this Contract. Such policies shall and released; be in form, and from companies, acceptable to the Village. The insurance coverages and limits set forth 3. All other applicable federal, state, and local Exhibit B shall be deemed to be minimum coverages and taxes of every kind and nature applicable to limits and shall not be construed in any way as a the Work are included in the Schedule of limitation on Contractor's duty to carry adequate Prices. insurance or on Contractor's liability for losses or damages under this Contract. The minimum insurance C. TIME OF PAYMENT coverages and limits that shall be maintained at all times while providing, performing, or completing the It is expressly understood and agreed that any Work are as set forth in Exhibit B. final payments shall only be made upon 2 C. Indemnification. Contractor acknowledges and B. Compliance with Laws. The Work, and all of its agrees that Contractor shall indemnify and save components, shall be provided,performed, and completed harmless the Village, its officers, officials, employees and in compliance with, and Contractor agrees to be bound volunteers, against all damages, liability, claims, losses, by, all applicable federal, state, and local laws, orders, and expenses(including attorneys'fee)that may arise,or rules, and regulations, as they may be modified or be alleged to have arisen, out of or in connection with amended from time to time,including without limitation, Contractor's performance of, or failure to perform, the if applicable, the Prevailing Wage Act, 820 ILCS Work or any part thereof, or any failure to meet the 130/0.01 et M. (in furtherance of which, a copy of representations and warranties set forth in Section 6 of Village's ordinance ascertaining the prevailing rate of this Contract. wages, in effect as of the date of this Contract, has been attached as an Appendix to this Contract; if the Illinois D. Penalties. Contractor acknowledges and agrees Department of Labor revises the prevailing rate of that Contractor shall be solely liable for any fines or civil hourly wages to be paid, the revised rate shall apply to penalties that are imposed by any governmental or this Contract); any other prevailing wage laws; any quasi-governmental agency or body that may arise, or be statutes requiring preference to laborers of specified alleged to have arisen, out of or in connection with classes; any statutes prohibiting discrimination because Contractor's performance of, or failure to perform, the of, or requiring affirmative action based on, race, creed, Work or any part thereof. color, national origin, age, sex, or other prohibited classification; and any statutes regarding safety or the E. Ligaidated Damazes. Contractor acknowledges performance of the Work. Further, Contractor shall and agrees that if the Village determines the Contractor have a written sexual harassment policy in compliance failed to perform either by observing the established with Section 2-105 of the Illinois Human Rights Act schedule or failing to perform to the level of service during the course of the work. established herein for more than two (2) consecutive working days, the Village shall reserve the right to impose C. Not Barred. Contractor is not barred by law liquidated damages for said failure to perform, but not as from contracting with the Village or with any other unit penalty. The Village will serve notice either personally or of state or local government as a result of (i) a in writing stating the reasons for imposing liquidated delinquency in the payment of any tax administered by damages on the Contractor providing twenty-four(24)hour the Illinois Department of Revenue unless Contractor is notice to correct such items. If at the end of the twenty- contesting, in accordance with the procedures four (24) hour period the Contractor has not made the established by the appropriate Revenue Act, its liability necessary corrections, the Contractor shall pay liquidated for the tax or the amount of tax, as set forth in 65 ILCS damages to the Village in the amount of$500.00 per day. 5/11-42.1-1; or (ii) a violation of either Section 33E-3 or This failure to perform shall include repeated incidents of Section 33E-4 of Article 33 of the Criminal Code of 1961, any of the following: failure to perform any of the items 720 ILCS 5/33E-1 et sea. under the scope of services,failure to respond to or resolve Village complaints, failure to adhere to any and all terms D. Qualified. Contractor has the requisite and conditions specified in the contact documents. The experience, ability, capital, facilities, plant, organization, Village reserves the right to attempt to work through these and staff to enable Contractor to perform the Work items prior to imposing liquidated damages. successfully and promptly and to commence and complete the Work within the Contract Price and 5. Firm Proposal Contract Time set forth above. All prices and other terms stated in this Contract are 7. Acknowledgements firm and shall not be subject to withdrawal, escalation, or change. In submitting this Contract, Contractor acknowledges and agrees that: 6. Contractor's Representations and Warranties A. Reliance. The Village is relying on all In order to induce the Village to accept this Contract, warranties, representations, and statements made by Contractor hereby represents and warrants as follows: Contractor in this Contract. A. The Work. The Work, and all of its components, B. Acceptance. If this Contract is accepted, shall strictly conform to the requirements of this Contractor shall be bound by each and every term, Contract, including, without limitation, the performance condition, or provision contained in this Contract. standards set forth in Subsection 113 of this Contract; and shall be fit, sufficient, and suitable for the purposes C. Remedies. Each of the rights and remedies expressed in, or reasonably inferred from, this Contract reserved to the Village in this Contract shall be and the warranties expressed herein shall be in addition cumulative and additional to any other or further to any other warranties expressed or implied by law, remedies provided in law or equity or in this Contract. which are hereby reserved unto the Village. 3 D. Time. Time is of the essence in the performance made and kept by the Prevailing Wage Act. The certified of all terms and provisions of this Contract and, except payroll shall be accompanied by a statement signed by where stated otherwise references in this Contract to the Contractor or subcontractor which certifies that: (1) days shall be construed to refer to calendar days and such records are true and accurate; (2) the hourly rate time. paid is not less, if applicable, than the general prevailing rate of hourly wages required by the Prevailing Wage E. No Waiver. No examination, inspection, Act; and (3) Contractor or subcontractor is aware that investigation, test, measurement, review, determination, filing a certified payroll that he or she knows to be false decision, certificate, or approval by the Village, whether is a Class B misdemeanor. A general contractor may before or after the Village's acceptance of this Contract; rely upon the certification of a lower tier subcontractor, nor any information or data supplied by the Village, provided that the general contractor does not knowingly whether before or after the Village's acceptance of this rely upon a subcontractor's false certification. Upon two Contract; nor any order by the Village for the payment of business days' notice, Contractor and each subcontractor money; nor any payment for, or use, possession, or shall make available for inspection the records required acceptance of, the whole or any part of the Work by the to be made and kept by the Act: (i) to the Village, its Village; nor any extension of time granted by the Village; officers and agents, and to the Director of the Illinois nor any delay by the Village in exercising any right Department of Labor and his or hers deputies and under this Contract; nor any other act or omission of the agents; and (ii) at all reasonable hours at a location Village shall constitute or be deemed to be an acceptance within this State. of any defective, damaged, or nonconforming Work, nor operate to waive or otherwise diminish the effect of any K. Conflicts of Interest. Contractor represents and representation or warranty made by Contractor; or of certifies that, to the best of its knowledge, (1) no elected any requirement or provision of this Contract; or of any or appointed Village official, employee or agent has a remedy,power,or right of the Village. personal financial interest in the business of the Contractor or in this Agreement, or has personally F. Severability. It is hereby expressed to be the received payment or other consideration for this intent of the parties to this Contract that should any Agreement; (2) as of the date of this Agreement, neither provision, covenant, agreement, or portion of this Contractor nor any person employed or associated with Contract or its application to any Person or property be Contractor has any interest that would conflict in any held invalid by a court of competent jurisdiction, the manner or degree with the performance of the remaining provisions of this Contract and the validity, obligations under this Agreement; and (3) neither enforceability, and application to any Person or property Contractor nor any person employed by or associated shall not be impaired thereby, but the remaining with Contractor shall at any time during the term of this provisions shall be interpreted, applied, and enforced so Agreement obtain or acquire any interest that would as to achieve, as near as may be, the purpose and intent conflict in any manner or degree with the performance of of this Contract to the greatest extent permitted by the obligations under this Agreement. applicable law. L. Exhibits. If any conflict exists between this G. Amendments and Modifications. No amendment Contract and any exhibit attached hereto, the terms of or modification to this Contract shall be effective until it this Contract shall prevail. Any conflict that exists is reduced to writing and approved and executed by the between Exhibit A and Exhibit B, the terms of Exhibit B corporate authorities of the parties in accordance with all shall prevail. applicable statutory procedures. M. No Disclosure of Confidential Information by the H. Assignment. Neither this Contract, nor any Contractor. The Contractor acknowledges that it shall, interest herein, shall be assigned or subcontracted, in in performing the Services for the Village under this whole or in part, by Contractor except upon the prior Contract, have access, or be directly or indirectly written consent of the Village. exposed, to Confidential Information. The Contractor shall hold confidential all Confidential Information and 1. Governing Law: Venue. This Contract shall be shall not disclose or use such Confidential Information governed by, construed and enforced in accordance with without the express prior written consent of the Village. the internal laws, but not the conflicts of laws rules, of The Contractor shall use reasonable measures at least as the State of Illinois. Venue for any action arising out of strict as those the Contractor uses to protect its own or due to this Contract shall be in the Circuit Court for confidential information. Such measures shall include, DuPage County, Illinois. without limitation, requiring employees and subcontractors of the Contractor to execute a non- J. Certified Payrolls. Contractor shall, in disclosure agreement before obtaining access to accordance with Section 5 of the Illinois Prevailing Wage Confidential Information. Act, 820 ILCS 13015, submit to the Village, on a monthly basis, a certified payroll. The certified payroll shall consist of a complete copy of those records required to be 4 IN WITNESS WHEREOF the parties hereto VILLAGE OF OAK BROOK, an Illinois have caused th's Agree nt to be executed, municipal corporation effective on 1j 2019. ATTEST: By: By: . Charlotte Pruss,Village Clerk Riccardo F. Ginex, Village Manage ATTES TRANE By: -J By. Its: Shana Schlifer, Contract Ma ger *NOTE: The attached Addendum 1 dated 7/3/19 is hereby made part of this Agreement. 5 July 3, 2019 Addendum 1 VILLAGE OF OAK BROOK Contract for the Library BAS and Controls Upgrade Project The Contract, which accompanies this Addendum, is subject to the following conditions, which all parties agree supersede any conflicting terms in such Agreement and related contract documents. 1. IN NO EVENT SHALL EITHER PARTY BE LIABLE DIRECTLY OR INDIRECTLY FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. 2. Village of Oak Brook shall be named as an additional insured under Contractor's insurance policy subject to Contractor's manuscript additional insured endorsement under its primary Commercial General Liability policies. Contractor shall waive its rights of subrogation to the extent of Contractor's negligence. Page 1 of 1 EXHIBIT A (PROPOSAL DATED APRIL 2, 2019) 6 7XWE w 00, hhh t Trane Controls Proposal For: Trane Chicago/Central Illinois District Rick Valent 7100 S Madison St Doug Hroba Willowbrook, IL 60527 Rich Henderson Trane Representative: Site location: Dillon Drayer Oak Brook Library *� Cell: (630)209-8735 Contact Telephone Number Austin Fiegel for Trane Controls Service: j Cell:(312)833-7968 (630)734-6159 i 00, 4/2/2019 1 1 , } i HTML Cn�� C Zig6ee ��goP (ertilied product Available on I tic � • • Store Executive Summary Trane is pleased to present a solution to help Oak Brook Library 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 facility, and reduce energy costs. We appreciate the effort from Oak Brook Village Hall to assist in the system analysis and business discussions. Because of your efforts, we were able to develop a proposal that offers solutions to your specific concerns, based on Trane system knowledge and application expertise. As your partner, Trane is committed to providing controls to 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 building management systems and control products that improve system performance. Some key features and benefits you should expect from this project are highlighted below. • Open BACnet. Modbus and LonTalk(control languages)included as standard for future expansion of the system if desired. • Compatibility with PC, Mobile Device and Tablet browsers(No JAVA required) • Free Tracer SC Mobile App available from Google Play and iTunes stores for quick alarm retrieval, equipment view, animated graphics and override capability(search: "Trane BAS Operator Suite"). • Free online training videos showing typical user tasks(e.g. changing schedules, adjusting setpoints) • 3D Photorealistic Animated HVAC Equipment Graphics(that look like the equipment being controlled). See graphics examples later in this proposal. Typical items that can be integrated and controlled by the Trane Controls system in the future: • Other locations with various controls systems can be brought together on a common interface • Lighting Controls, Fans, Power Monitoring, CO2 Monitoring, additional equipment, etc, • Much more WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO PARTNERING WITH YOU. Thank you, Dillon Drayer Austin Fiegel Account Manager, Trane U.S. Inc. Trane Chicago/Central Illinois 7100 S. Madison St. Willow, IL 60527 0 �A&##WNW SCOPE OF WORK PROPOSAL INFORMATION Prepared For: Rick Valent Date: 4-2-2019 Job Name: Payment Terms: Oak Brook Library Controls Upgrade Net 30 CONTROLS SV1IT1tMS AND EQUIPMENT BASE BID SCOPE OF WORK BASE BID Item 1: Tracer SC+Web-Based BACnet BAS • Provide and install one(1)Tracer SC+web-based HTML5 BACnet BAS to replace the existing proprietary Andover Continuum/Infinet System • Reuse existing metal enclosures, conduit and wiring as necessary for the new Tracer SC+ • Reuse existing 120VAC power wiring • Provide BACnet Communication to AHU and VAV controllers • Reuse existing CAT-5 IP network wiring from Tracer SC location to existing network router • Provide 3D floorplan graphics showing VAV space temperature sensor readings and approximate equipment locations • 8 hours of owner training on the new control system operation Item 2: DDC Control of two(2) existing Air Handling 1 Rooftop Units (AHU-1 /RTU-1) • Provide, and install one(1)Tracer UC600 programmable BACnet controller for each AHU/RTU to replace the existing proprietary Andover Continuum 12810 series controller • Reuse existing metal enclosures, conduit and wiring as necessary for the new BACnet UC600 • Reuse existing controls end devices including all sensors, actuators, switches and relays • Provide Discharge Air Reset routine for enhanced comfort and energy savings • Provide Duct Static Pressure Reset routine for reduced air noise and energy savings • Provide Optimal Start scheduling for energy savings • Provide 3D animated AHU/RTU graphics at the Tracer SC BAS with adjustable setpoints and standard 7-day 15-minute interval data logs for key data points • Provide alarm routing of alarms and diagnostics(email alarming capable) Item 3: Retrofit DDC controls for Thirty-One (31) existing Underfloor Dual Duct VAV Boxes (Typical) • Provide and install Tracer UC400 BACnet controllers for each existing terminal box • Reuse existing power and sensor wiring as necessary • Replace existing VAV space sensors and DAT sensors with new 1 OK Type II Thermistor Sensors • Provide, install and wire a new space temperature sensor at each existing space sensor location • Provide, install and wire a new discharge air temperature sensor at each existing DAT sensor location • Configure and commission each BACnet UC400 VAV Box controller for proper operation X2019 Trane. yhts c d Confidential and proprietary information of Trane U.S Inc r 3 of 10 CONTROLS SYSTEM SERVICES INCLUDED • One(1) Year Parts and Labor Warranty on all Materials and Workmanship • Phone support for 1 year during normal business operating hours. • Applicable Use Tax on Installed Material is Included • Professional Project Management • Electrical Installation of controls is included • Engineered Controls Submittals and wiring details • Control System Programming & 3D Graphics • Owner Control System Operational Training CONTROLS SYSTEM S - • • • • Replacement of existing devices/sensors quoted as "assumed"to be in working condition • Repair or Replacement of any equipment that is found to be defective separate from the control system • Work outside of the project documents is excluded. • Operator workstations/computers/tablets to be owner provided. Financial Items Not Include(i • Permits • Bid Bond • Payment and Performance Bond • Liquidated or Consequential Damages • Demurrage or Storage Charges • Participation in OCIOP or CCIP Insurance Programs • All programming work to be performed during normal business hours(Mon-Fri; 07:00-16:00) • All hardware has a 1-Year warranty from project completion (not to exceed 18 months from shipment) • Equipment Order Release and Services rendered are dependent on receipt of PO/Subcontract and credit approval • Trane will not perform any work if working conditions could endanger or put at risk the safety of our employees or subcontractors @2019 Trane.All rights reserved. Confidential and proprietary information of Tr, 4 of 10 r REALISTIC GRAPHIC FLOORPLANAND EQUIPMENT 3D Floorplan Graphic with Ductwork: _ 3D Floorplan Graphic without Ductwork: t � 3D Floorplan Graphic with Thennal VAV Graphic: Background: q i 3D Hydronic System: Air Handler. ©2019 Trane All rights reserved.Confidential and proprietary information of Trane U.S. Inc. Page 5 of 10 A&Alk MORE 11 . - For more information on the Open, BACnet, HTML5 Web-based, Trane Tracer SC Building Automation System (BAS)including Catalogs, Data Sheets and Download instructions for the Mobile App please visit: htti)://www.trane.com/tracersc For BACnet BTL Listing and BACnet PICS statements verifying Trane's commitment to Open, Interoperable systems and controllers please visit: http://bacnetinternational.net/btll and search"Trane" For ZigBee Building Automation(ZBA)certified BACnet products(certified for Open, Interoperable operation with other BACnet/ZigBee devices) please visit ! ttp://www.zigbee.orq/zigbee-products-2/and search'ZigBee Building Automation" (where you will find all Trane/Ingersoll Rand and others certified ZBA products) Trane employs an extensive team of in-house graphic designers with capabilities to make custom graphics a standard practice. For examples of this team's abilities, please reference the Trane Design Studio website: httt)s://www.t-cos.coml PRICING AND ACCEPTANCE Total BASE Net Price ..........................................................................................$ 85,880.00 Respectfully submitted, Dillon Drayer&Austin Fiegel Account Manager(s) Trane U.S. Inc. ^2019 Trane.All rights reserved Confidential and proprietary information of Trane U.S. Inc Page 6 of 10 0 TAANF We proposal k subject to Customers acceptance of the attached Trane Tame and Condld ns (Installation).We value the confidence you have placed In Trans and look forward to working with you. ST ER ACCEPTANCE _ TRANE ACCEPTANCE Trane U.S.Inc.( tho Represen ve ign re: # e—W_ • Authorized Representative Signature: P Name: 10" r H Printed Name: — C x § lid v rda: Tek: _ `7 / I-A 9 Purchase Order. Signature , Acceptance Date.� C20t 9 Trane All rights reserved Confidential and proprietary'vrlormahon of Trane U S Inc. Paye 7 of 10 go YAs e TERMS AND CONDITIONS - COMMERCIAL INSTALLATION "Company"shall mean Trane Canada ULC for Work performed in Canada,and Trane U.S.Inc.for Work performed in the United States. 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 ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.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,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 Customer's terms and as Company's counter-offer to provide Work in accordance with the Proposal and the Company terms and conditions If Customer does not reject or object in writing to Company within 10 days,Company's counter-offer will be deemed accepted. Customer's 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 Customer's obligation to pay for Work rendered by Company to the date of cancellation. 2. Pricing and Taxes. Unless otherwise noted.the price in the Proposal includes standard ground transportation and,it 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 Customer's tax exempt status.Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninstalled basis and any taxable labor/labour do not include sales tax and taxes will be added, Following acceptance without addition of any other terms and condition of sale or any other modification by Customer,the prices stated are firm provided that notification of release for immediate production and shipment is received at the factory not later than 3 months from order receipt If such release is received later than 3 months from order receipt date,prices will be increased a straight 1%(not compounded)for each one-month period(or part thereof)beyond the 3 month firm price period up to the date of receipt of such release. If such release is not received within 6 months after date of order receipt.the prices are subject to renegotiation,or at Company's option,the order will be cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees. 3. 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. 4. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company perforans 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 Customer's expense and before the Work begins,Customer will provide any necessary access platforms,catwalks to safely perform the Work in compliance with OSHA or state industrial safety regulations. 5. Payment. Customer shall pay Company's invoices within net 30 days of invoice date. Company may invoice Customer for all equipment or material furnished, 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,shell not remove the equipment from its original installation point and shall not assign or transfer any interest in the equipment until all payments due Company have been made. 6. Time for Completion. Except to the extent otherwise 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. 7. 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, intemet or other agreed upon means)to Customer's building automation system(BAS)and or HVAC equipment to view,extract,or otherwise collect and retain data from the BAS,HVAC equipment,or other building systems,and to diagnose and remotely make repairs at Customer's request. 8. 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. Customer's 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 date when Company informs Customer that the Work,or the excepted items,if applicable. has/have been completed. 9. Permits and Governmental Fees. Company shall secure(with Customers assistance)and pay for budding 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. 10. Utilities During Construction. Customer shall provide without charge to Company all water,heat,and utilities required for performance of the Work. It. Concealed or Unknown Conditions In the performance of the Work,if Company encounters conditions at the Work site that are(i)subsurface or otherwise 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 12. 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 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. 13. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any identification. abatement.cleanup,control,disposal.removal orother work connected with asbestos polychlorinated biphenyl('PCB").or other hazardous materials(hereinafter. 162019 Trane All rights reserves! Confidential and proprietary information of Trane U.S. Inc. rac( 8 of 10 TAWE collectively "Hazardous Materials'). Customer warrants and represents that,except asset forth in a writing signed by Company,there are no 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 or 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 necessaryto 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 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 Work site for the presence of Hazardous Materials. 14. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure,this Agreement shall at Company's election(i)remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or(ii)be terminated upon 10 days notice to Customer,in which event Customer shall pay Company for all parts of the Work furnished to the date of termination. An"Event of Force Majeure"shall mean any cause or event beyond the control of Company. Without limiting the foregoing,"Event of Force Majeure"includes.acts of God;acts of terrorism,war or the public enemy:flood; earthquake;tornado;storm;fire;civil disobedience;pandemic insurrections;riots:labor/iabour disputes;labor/labour or material shortages;sabotage:restraint by court order or public authority(whether valid or invalid),and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits,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. 16. 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 0 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,orf 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 representation 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) 16. 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 attomeys'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 cond[tions that occurred prior to expiration or termination. 17. 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,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. 18. 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 Customer's 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. 19. 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/labour furnished is warranted to have been properly performed(the"Limited Warranty")- 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,parts 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; Customers failure to follow the Company-provided maintenance plan; refrigerant not supplied by Trane: and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant. 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 are not warranted by Company and have such warranties as may be extended by the respective manufacturer. Trane equipment sold on an uninstalled basis is warranted in accordance with Company's standard warranty for supplied equipment. 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 EXPRESS OR IMPLIED REGARDING PREVENTION BY THE WORK, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA,MICROBIAL GROWTH,OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE WORK OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. 20. Insurance. Company agrees to maintain the following insurance while the Work s 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 Liabilitv 52.000,000 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. 21.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 rause 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. 22. 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 province's 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 Z2019 Trane All rights reserved.Confidential and proprietary information of Trine U S. Inc. Page 9 Of 10 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 reference 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 written consent of the Company. Subject to the foregoing,this Agreement shall be binding upon and inure to the benefit of Customer's permitted successors and assigns This Agreement maybe 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. 23. Equal Employment OpportunitylAfflrmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246,as amended, and the applicable regulations contained in 41 C.F.R.Parts 60-1 through 60-60,29 U.S.0 Section 793 and the applicable regulations contained in 41 C F.R.Part 60-741,and 38 U.S.0 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,a 11 and applicable Provincial Human Rights Codes and employment law in Canada 24. 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: 52 219-8:52.222-26:52.222-35; 52.222-36: 52.222-39: 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 25.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 slate 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(0315) Supersedes 1-26.251-10(0614) ©2019 Trane.All rights reserved. Confidential and proprietary information of Trane U S Inc Page 10 of 10 EXHIBIT B (INSURANCE REQUIREMENTS) Certificates of Insurance shall be presented to the Village upon execution of this contract and vendor shall not commence work until it provides and receives acceptance of insurance certificates from the Village as required by this exhibit. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under the contract or permit, either by the contractor, permittee, or their agents,representatives,employees or subcontractors. A contractor or permittee shall maintain insurance with limits no less than: A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage; B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and property damage; C. Worker's Compensation and Employer's Liability-Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident. Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers, officials, employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses to the extent of such deductible or self-insured retention. The policies shall contain,or be endorsed to contain, the following provisions: D. General Liability and Automobile Liability Coverage- (1)The Village,its officers,officials,employees and volunteers are to be covered as additional insureds as respects:liability arising out of activities performed by or on behalf of the Insured;premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the scope of protection afforded to the Village, its officers,officials,employees,volunteers,or agents. (2)The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. (3)Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers,officials,employees,volunteers or agents. (4)The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, 7 volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided,canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A:VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete,certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 8 Trane Controls Change Order Proposal 7100 S. Madison, Willowbrook, IL 60527 Phone: (630) 734-3200 PROPOSAL . - • Prepared For: Date: Village of Oak Brook July 8, 2019 Job Name: C.O. Proposal Expiration Date: Oak Brook Library Controls Upgrade—Bond Change Order 30 Days Item 1: Change Order for Performance Bond :TRANE CONTROLS CHANGE ORDER SCOPE OF WORK "Scope of Work" and notations within are based on phone discussions and email conversations with the Village of Oak Brook. In the original Trane proposal for the controls upgrade at the Oak Brook Library, Trane did not include bonding of any sort as was noted in our exclusions section. We understand the requirement for performance bonds when working with the Village of Oak Brook and are happy to include the requested bond for an additional change order cost as detailed below. This change order is in addition to the existing proposal sent to the Village. TotalNet Price—Items 1 ................................................................................................................ $1,288.00 CONTROLS • Performance Bond for the Oak Brook Library Controls Upgrade project CONTROLS SYSTEM SERVICES NOT • Any work not included in above scope • Any work or terms not governed by the agreed upon terms between Trane US Inc and the Village of Oak Brook. PROPOSAL • CLARIFICATIONS Sincerely, Dillon Drayer—Account Manager Austin Fiegel—Account Manager Trane Chicago/Central Illinois 7100 South Madison St Willowbrook, IL 60527-5505 Phone: (630) 734-3200 ©2019 Trane.All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 1 of 2 Trane Controls Change Order Proposal 7100 S. Madison, Willowbrook, IL 60527 Phone: (630)734-3200 ACCEPTANCE CUSTOMER ACCEPTANCE TRANE ACCEPTANC5,17 Trane U.S. Ince Au ed Repress to vs ignature Authorized Representative Signature: COf Printed Name: Printed Name: ��I G t7 SG �s ect eQ 'i' Titi Title: \ !�� ? ,2.0 Purchase Ordfia V Signatu a Date: Acceptance Date: This Change Order proposal is subject to the previously agreed upon terms between the Village of Oak Brook and Trane US Inc. 02019 Trans.All rights reserved.Confidential and proprietary information of Trane U.S. Inc. Page 2 of 2