Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Trane Tracer Ensemble Cloud Coverage
VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the/2 J day of , 2021 ("Agreement'), and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illin 's, 60523 an Illinois municipal corporation ("Village'), and TRANE U.S.,INC.7100 South Madison Street,Willowbrook,Illinois 60521 ("Consultant"). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers,the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Village standards of professional practice, care, and diligence retains the Consultant to perform,and the Consultant agrees to practiced by recognized consultants in performing services of perform, all necessary services to perform the work in a similar nature in existence at the Time of Performance. The connection with the project identified below ("Services"), representations and certifications expressed shall be in which Services the Consultant shall provide pursuant to the addition to any other representations and certifications terms and conditions of this Agreement: expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. Trane Tracer Ensemble Cloud Coverage from April 1, 2021 — March 31, 20J, as more fully described in the attached The Consultant further represents that it is financially solvent, document dated March 22,2021. 1Wrp has the necessary financial resources, and is sufficiently WC C% 3 () experienced and competent to perform and complete the TIME OF PERFORMANCE. The Consultant shall perform Services in a manner consistent with the standards of the Services as mutually agreed upon by the Village and professional practice by recognized consultants providing Consultant("Time of Performance'. services of a similar nature. The Consultant shall provide all personnel necessary to complete the Services. SECTION 2. COMPENSATION. SECTION 4. INDEMNIFICATION; INSURANCE; A. Agreement Amount. The total amount LIABILITY. billed by the Consultant for the Services under this Agreement shall not exceed $11,766.00 ($5,768.00 for Year 1 and A. Indemnification. The Consultant proposes $5,998.00 for Year 2), including reimbursable expenses, and agrees that the Consultant shall indemnify and save without the prior express written authorization of the Village harmless the Village against all damages, liability, claims, Manager. losses, and expenses (including attorneys' fee) that may arise, or be alleged to have arisen, out of or in connection with the B. Taxes, Benefits, and Royalties. Each Consultant's performance of, or failure to perform, the payment by the Village to the Consultant includes all Services or any part thereof, or any failure to meet the applicable federal, state, and Village taxes of every kind and representations and certifications set forth in Section 4 of this nature applicable to the Services as well as all taxes, Agreement. contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar B. Insurance. The Consultant acknowledges benefits and all costs, royalties, and fees arising from the use and agrees that the Consultant shall, and has a duty to; of, or the incorporation into, the Services, of patented or maintain adequate insurance, in an amount, and in a form and copyrighted equipment, materials, supplies, tools, appliances, from companies, acceptable to the Village, as per Title 1 devices, processes, or inventions. All claim or right to claim Chapter 8 of the Village Code. The Consultant's maintenance additional compensation by reason of the payment of any such of adequate insurance shall not be construed in any way as a tax, contribution, premium, costs, royalties, or fees is hereby limitation on the Consultant's liability for losses or damages waived and released by Consultant. under this Agreement. C. Payment of Agreement Amount. C. No Personal Liability. No elected or Payments shall be made pursuant to the terms of the Local appointed official or employee of the Village shall be Government Prompt Payment At, 50 ILCS 505/3 et.seq. personally liable, in law or in contract,to the Consultant as the result of the execution of this Agreement. SECTION 3. REPRESENTATIONS OF CONSULTANT. The Consultant represents and certifies that the Services shall be performed in accordance with the 1 SECTION 5. GENERAL PROVISIONS. are provided,performed,and completed in accordance with all required governmental permits, licenses, or other approvals A. Relationship of the Parties. The and authorizations that may be required in connection with Consultant shall act as an independent contractor in providing providing, performing, and completing the Services, and with and performing the Services. Nothing in, nor done pursuant all applicable statutes, ordinances, rules, and regulations, to, this Agreement shall be construed to: (1) create the including without limitation the Fair Labor Standards Act; any relationship of principal and agent, employer and employee, statutes regarding qualification to do business; any statutes partners, or joint venturers between the Village and prohibiting discrimination because of, or requiring affirmative Consultant; or (2) to create any relationship between the action based on,race,creed,color,national origin, age, sex, or Village and any subcontractor of the Contractor. other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ B. Conflicts of Interest. The Consultant 12101 et seq., and the Illinois Human Rights Act, 775 ILCS represents and certifies that, to the best of its knowledge: (1) 5/1-101 et seq. Consultant shall also comply with all no Village employee or officer or agent is interested in the conditions of any federal, state, or local grant received by the business of the Consultant or this Agreement; (2) as of the Village or Consultant with respect to this Contract or the date of this Agreement, neither the Consultant nor any person Services. Consultant shall be solely liable for any fines or employed or associated with the Consultant has any interest civil penalties that are imposed by any governmental or quasi- that would conflict in any manner or degree with the governmental agency or body that may arise, or be alleged to performance of the obligations under this Agreement; and (3) have arisen, out of or in connection with Consultant's, or its neither the Consultant nor any person employed by or subcontractors, performance of, or failure to perform, the associated with the Consultant shall at any time during the Services or any part thereof. Every provision of law required term of this Agreement obtain or acquire any interest that by law to be inserted into this Contract shall be deemed to be would conflict in any manner or degree with the performance inserted herein. of the obligations under this Agreement. F. Default. If it should appear at any time that C. No Collusion. The Consultant represents the Consultant has failed or refused to prosecute, or has and certifies that the Consultant is not barred from contracting delayed in the prosecution of, the Services with diligence at a with a unit of state or local government as a result of(1) a rate that assures completion of the Services in full compliance delinquency in the payment of any tax administered by the with the requirements of this Agreement, or has otherwise Illinois Department of Revenue unless the Consultant is failed,refused, or delayed to perform or satisfy the Services or contesting, in accordance with the procedures established by any other requirement of this Agreement ("Event of the appropriate revenue act, its liability for the tax or the Default', and fails to cure any such Event of Default within amount of the tax, as set forth in Section 11-42.1-1 et seq. of ten business days after the Consultant's receipt of written the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or notice of such Event of Default from the Village, then the (2) a violation of either Section 33E-3 or Section 33E-4 of Village shall have the right, without prejudice to any other Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 remedies provided by law or equity, to (1) terminate this et seq. If at any time it shall be found that the Consultant Agreement without liability for further payment; or (2) has, in procuring this Agreement, colluded with any other withhold from any payment or recover from the Consultant, person,firm,or corporation,then the Consultant shall be liable any and all costs, including attorneys' fees and administrative to the Village for all loss or damage that the Village may expenses, incurred by the Village as the result of any Event of suffer, and this Agreement shall, at the Village's option, be Default by the Consultant or as a result of actions taken by the null and void. Village in response to any Event of Default by the Consultant. D. Termination. Notwithstanding any other G. Assignment. This Agreement may not be provision hereof, the Village may terminate this Agreement at assigned by the Village or by the Consultant without the prior any time upon 15 days prior written notice to the Consultant. written consent of the other party. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and H. Notice. All notices required or permitted to reimbursable expenses actually incurred, if any, prior to be given under this Agreement shall be in writing and shall be termination, not exceeding the value of the Services delivered: (1)personally; (2)by a reputable overnight courier; completed. (3)by certified mail, return receipt requested, and deposited in the U.S.Mail,postage prepaid;or by(4)electronic notice with E. Compliance with Laws and Grants. evidence of delivery. Unless otherwise expressly provided in Consultant shall give all notices, pay all fees, and take all this Agreement, notices shall be deemed received upon the other action that may be necessary to ensure that the Services earlier of: (a) actual receipt; (b) one business day after deposit 2 with an overnight courier as evidenced by a receipt of deposit; firm, or corporation shall be made or be valid against the or(c) three business days following deposit in the U.S. mail, Village. as evidenced by a return receipt. Notices and communications K. Conflicts; Exhibits. If any term or to the Village shall be addressed to, and delivered at, the provision in this Agreement conflicts with any term or following address: provision of an attachment or exhibit to this Agreement, the terms and provisions of this Agreement shall control. Village of Oak Brook 1200 Oak Brook Road L. Governing Laws. This Agreement and the Oak Brook,Illinois 60523 rights of Owner and Consultant under this Agreement shall be Attention: Doug Patchin,Public Works interpreted according to the internal laws, but not the conflict Director of laws rules, of the State of Illinois; the venue for any legal action arising in connection with this Agreement shall be in Notices and communications to the Consultant shall be the Circuit Court of DuPage County,Illinois. addressed to,and delivered at,the following address: M. No Disclosure of Confidential Information by Trane U.S.,Inc. the Consultant. Confidential information means all material, 7100 South Madison Street non-public, business-related information, written or oral, Willowbrook,Illinois 60521 whether or not it is marked that is disclosed or made available Attention: Dillon Drayer,Account to the Consultant, directly or indirectly, through any means of Executive communication or observation. The Consultant acknowledges that it shall, in performing the Services for the Village under I. Waiver. Neither the Village nor the this Agreement, have access, or be directly or indirectly Consultant shall be under any obligation to exercise any of the exposed, to Confidential Information. The Consultant shall rights granted to them in this Agreement except as it shall hold confidential all Confidential Information and shall not determine to be in its best interest from time to time. The disclose or use such Confidential Information without the failure of the Village or the Consultant to exercise at any time express prior written consent of the Village. The Consultant any such rights shall not be deemed or construed as a waiver shall use reasonable measures at least as strict as those the of that right,nor shall the failure void or affect the Village's or Consultant uses to protect its own confidential information. the Consultant's right to enforce such rights or any other Such measures shall include, without limitation, requiring rights. employees and subcontractors of the Consultant to execute a non-disclosure agreement before obtaining access to J. Third Party Beneficiary. No claim as a Confidential Information. third party beneficiary under this Agreement by any person, ATTEST: VILLAGE OF OAK BROOK By: BY: Charlotte Pruss,Village Clerk F.Ginex,Village Mana r ATTEST: TRANE U.S.,INC. By:_ & By: Title: Bethany Bornheimer, Contract Analyst Its: Theodore L. Mutzner, Sr. CCPtract NOTE: the attached Addendum 1 dated 5/10/2021 is hereby made part of this Agreement. 3 EXHIBIT A (Document dated March 22,2021) 4 MANE ag g Trane Office Company Name & Site Trane U.S. Inc. Address: Village of Oak Brook Trane Representative 1200 Oak Brook Drive Dillon Drayer Oak Brook, IL 60523 Account Executive Cell: (630)209-8735 Dillon.Drayer@Trane.com Contact Telephone Number for Service (630)734-3200 IRAN = rAMWE �,'.-k14 0 BAS COVERAGE Village of Oak Brook The following "Covered Equipment'will be serviced: Equipment Quantity Manufacturer Village of Oak Brook-Trane Tracer Ensemble Cloud Coverage 1 Trane BAS SCOPE OF WORK The following "Scope of Work"will be performed: Server Coverage and Re-Activation of Tracer Ensemble Cloud Yes Ensemble Dashboard features Yes Up to 6 SC/SC+ Panels are covered on Ensemble Cloud Yes Server Maintenance, Ensemble Cloud Software Updates/Upgrades are Yes included with seamless deployment right after release from Trane Global Controls Headquarters in St. Paul, MN Each new version of Tracer Ensemble software gives users access to new Yes functionality and enhancements to existing capability including browser support and security Ensure system reliability and that user productivity is being maximized. Yes Secure Cloud Connectivity Yes Priority Emergency Response 630-734-3200 Yes Notes: Tracer Ensemble software licenses are not owned by the customer for the Hosted Ensemble Cloud services.The licenses are owned by Trane indefinitely.Trane is committed to maintaining the hosted servers and Tracer Ensemble software for the period described in the quotation, commencing on the go live date for the hosted services.Hosting fees will not be counted as payment toward a permanent license of Tracer Ensemble Software. Trane will ensure that notice is given prior to expiration of the current term so there is seamless transition to the next term. If the number of sites and complexity of equipment and/or configuration of logs and alarms significantly increases the burden of processor and memory capacity of the hosted server,the system will slow down.Trane can scale up the hosted server capacity,but this will introduce incremental fees for the hosting services. The customer ultimately owns the data that is retained in the SQL database.Upon termination of the Hosted Ensemble,Trane will provide access to the database for the customer retrieve whatever amount of archived data that exists. ©2021 Trane.All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 2 of 6 0 rRANE PRICING AND ACCEPTANCE Start Date: April 1,2021 End Date: March 31,2023 This Agreement shall remain in effect from year to year thereafter, unless terminated by either party at least 30 days prior to the anniversary date. Equipment Serviced See Equipment list Page for a list of equipment included in this service agreement. Agreement Pricing Trane Chicago Service will furnish the services, as stipulated in the scope of coverage,for the following amount. Agreement pricing is subject to adjustment on the anniversary date. Please indicate payment plan by initialing the appropriate line. Investment Plan Pricing Initial and Date Year 1 Annual Payment $5,768.00 L)(-V— S--t l-o- (� Year 2 Annual Payment $5,998.00 Submitted By: Dillon Drayer Date: 3/22/2021 Customer Acceptance Approval-Trane Chicago Name(Please Print): - Signature: Ed Harding Title: Sales Manager Date: S �-.L Trane Chicago Service Purchase Order: ©2021 Trane.All rights reserved.Confidential and proprietary information of Trane U.S. Inc. Page 3 of 6 0 rRANE 11*7 407 TERMS AND CONDITIONS "Company"shall mean Trane U.S.Inc.dba Trane. 1. Agreement. These terms and conditions("Terms")are an integral part of Company's offer and form the basis of any agreement(the"Agreement")resulting from Company's proposal(the"Proposal")for the following commercial services as stated in the Proposal (collectively,the"Services"):inspection, maintenance and repair(the"Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions,and any other services using remote connectivity(collectively and individually referred to in these Terms as"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 httos://www.trane.comrTraneConnectedServicesTerms,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, Customer's 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 Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to perform in accordance with the Proposal and Company 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 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 not legally required to be 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 allowable legal interest rate or 1.5%of the principal amount due at the end of each month. Without liability to Customer,Company may discontinue performance whenever payment is overdue. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right,without an election of remedies,to suspend performance or terminate this Agreement by delivery of written notice declaring termination.Upon termination,Customer shall be liable to the Company 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 and 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 inspection, 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 replacement. If Customer does not authorize such repairs or replacement,Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to connect to controls,systems 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 and internal inspection,major overhaul,restoration or refurbishing of the Covered Equipment;and(c)Where applicable,unless water treatment is expressly included in the Services,provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 9. Exclusions. Unless expressly included in the Covered Equipment or the Services,the Services do not include,and Company shall not be responsible for or liable to the Customer for any claims,losses,damages or expenses suffered by the Customer in any way connected with,relating to or 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 and 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;hydronic structural supports and similar items;the appearance of decorative casing or cabinets;damage sustained by other equipment or systems;and/or any failure,misadjustment or design deficiencies in other equipment or systems,(c)Damage,repairs or replacement of parts made necessary as a result of electrical power failure,low voltage,burned out main or branch fuses,low water pressure,vandalism,misuse or abuse,wear and tear,end of life failure,water damage, improper operation,unauthorized alteration of equipment,accident,acts or omissions of Customer or others,damage due to freezing weather,calamity,malicious act,or any Event of Force Majeure;(d)Any damage or malfunction resulting from vibration,electrolytic action,freezing,contamination,corrosion,erosion,or caused by scale or sludge on internal tubes except where 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 be necessary to repair or replace Customers existing equipment;(h)The normal function of starting and stopping equipment or the opening and closing of valves,dampers or regulators normally installed to protect equipment against damage;(i)Valves that are not factory mounted:balance,stop,control,and other valves external to the device unless specifically included in the Agreement;0)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 Customers failure to comply with its obligations under this Agreement;(1)Failure of Customer to follow manufacturer recommendations concerning teardown and internal inspection,overhaul and refurbishing of equipment;(m)Any claims,damages,losses,or expenses,arising from or related to conditions that existed in,on,or upon the premises before the effective date of this Agreement("Pre-Existing Conditions"),including,without limitation,damages,losses,or expenses involving pre-existing building envelope issues,mechanical issues,plumbing issues,and/or indoor air quality issues involving mold/mould and/or fungi,(n)Replacement of refrigerant is excluded,unless replacement of refrigerant is expressly stated as included within the Services,in which case replacement shall in no event exceed the stated percentage of rated system charge per year expressly stated in the Services;(o)crane or rigging costs;(p)Any Services,claims,or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for:(i)The cost of any additional replacement refrigerant;(ii)Operation of any equipment,and(iii)Any claims,damages,losses,or expenses,arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. 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 ©2021 Trane.All rights reserved.Confidential and proprietary information of Trane U.S. Inc. Page 4 of 6 0 TANNEInk and Additional Work has been properly performed for a period of 90 days from date of completion(the"Limited Warranty").Company obligations of equipment start-up,if any are stated in the Proposal,are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period.Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any labor/labour improperly performed by Company. No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full. Exclusions from this Warranty include claims, losses,damages and expenses in any way connected with,related to or arising from failure or malfunction of equipment due to the following:wear and tear;end of life failure; corrosion;erosion; deterioration;Customer's failure to follow the Company-provided maintenance plan;unauthorized or improper maintenance;unauthorized or improper parts or material;refrigerant not supplied by Trane;and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of equipment manufactured by Company may be warranted directly from the component supplier,in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by such component supplier.Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment,material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND 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 ANY KIND,INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE,IS MADE 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 TRANE 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,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 against claims,damages,expenses,or liabilities to the extent attributable to the acts or omissions of the other party or third parties.If the parties are both at fault,the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect,notwithstanding the expiration or early termination of this Agreement,with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 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 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. COVID-19 LIMITATION ON LIABILITY. The transmission of COVID-19 may occur in a variety of ways and circumstances,many of the aspects of which are currently not known. HVAC systems,products,services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19,including through the air in closed environments. IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM,WHETHER BASED ON WARRANTY, CONTRACT,TORT OR OTHERWISE,FOR ANY BODILY INJURY(INCLUDING DEATH)OR ANY OTHER LIABILITIES,DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY, "COVID-19 LIABILITIES")AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID-19 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 Materials on the premises that will in any way affect Company's performance,except as set forth in a writing signed by Company disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or suspect the presence of Hazardous Materials,Company may immediately stop work in the affected area and notify Customer. Customer will be responsible for correcting the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and shall indemnify and hold harmless Company(including its employees,agents and subcontractors)from and 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 under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive rights of subrogation. 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 event beyond the control of Company. Without limiting the foregoing,"Event of Force Majeure"includes: acts of God;acts of terrorism,war or the public enemy;flood;earthquake;lightning;tomado;storm;fire;civil disobedience;pandemic;insurrections; riots; labor/labour disputes;labor/labour or material shortages from the usual sources of supply;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. 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, adjustments,service or repairs made to the Equipment by any party other than Company,unless approved by Company in writing,may,at Company's option,terminate Company's obligation to render further service to the Equipment so affected;in such case no refund of any portion of the Service Fees shall be made;and(c)Customer shall(i)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;and(iii) 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 be interpreted and enforced in accordance with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned and/or operated by any agency of the United States Federal Government,determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal Government.This Agreement contains all of the agreements,representations and understandings of the parties and supersedes all previous understandings,commitments or agreements,oral or written,related to the Services. If any term or condition of this ©2021 Trane.All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 5 of 6 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 any 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 in 41 C.F.R.Parts 60-1 through 60-60,29 U.S.C.Section 793 and the applicable regulations contained in 41 C.F.R.Part 60-741;and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R.Part 60-250 Executive Order 13496 and Section 29 CFR 471,appendix A to subpart A,regarding the notice of employee rights In the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982(U.K.)1982,c.11 and applicable Provincial Human Rights Codes and employment law in Canada. 20. U.S.Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation(FAR).In particular,Company agrees to be bound only by those Federal contracting clauses that apply to"commercial"suppliers and that are contained in FAR 52.212-5(ex1). 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 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 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 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. COVID-19 NATIONAL EMERGENCY CLAUSE The parties agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid-19 pandemic("Covid-19 Pandemic"). With the continued existence of Covid-19 Pandemic and the evolving guidelines and executive orders,it is difficult to determine the impact of the Covid-19 Pandemic on Trane's performance under this Agreement. Consequently,the parties agree as follows: 1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the schedule and completion dates, subject to provisions below, 2. Each party will abide by any federal,state or local orders,directives,or advisories regarding the Covid-19 Pandemic with respect to its performance of its obligations under this Agreement and each shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to so abide or to safeguard its employees,subcontractors,agents and suppliers; 3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding its obligations as the Covid-19 Pandemic situation evolves;and 4. If Trane's performance is delayed or suspended as a result of the Covid-19 Pandemic,Trane shall be entitled to an equitable adjustment to the project schedule and/or the contract price. 1-26.130-7(0720) ©2021 Trane.All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 6 of 6 May 10, 2021 Addendum 1 VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT 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