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Trane U.S. Inc. - BGC HVAC Equipment & BAS Controls Maint. Agmnt. - 06/15/2017 - - $28,850.00 (2017) REVIEW OF CONT'RACT'S Award'n Agency: ' T pe of Contract: ' Depae Program/Account Number: . . j Awarded Contract Price: I B dgeted Amount: dOl -7 [� Under $20,000 $500,001 - $1,000,000 $20,000 - $500,000 0 Over $1,000,000 "o,�0— al'6 '-6AS C� (....y.++e4.�.iIfSA s � ,4 °.f• �^7s. ,.. " � «. .f�i %' ^� .�iey 4'x• w y.�d°. :.�i.1 a<.:. t Name: Date: , Name: ._ -- �'r Date: (7 - a Name: Date: w b Name: _ .. .�� .( ._._�.. Date: S (- Three (3) Originals signed by other party Date/Initials l/v `11- Original provided to staff member for other party Date/Initials'V-9—W17 Z : 1 Original provided to Official Files Date/Initials7 Z - -- _.._...._ _ _,..__.._.._ Village of Oak Brook I Approved by Board of Trustees- Date/Initials I i I VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT !'1k This AGREEMENT is dated as of the day of 2017 ("Agreement'j, and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road,Oak Brook, Illinois,80523 an Illinois municipal corporation("Village'l,and TRANE U.S. INC.,7100 SOUTH MADISON,WILLOWBROOK, ILLINOIS 60527-5505("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 the Services shall be performed in accordance with the retains the Consultant to perform,and the Consultant agrees to standards of professional practice, care, and diligence perform, all necessary services to perform the work in practiced by recognized consultants in performing services of connection with the project identified below ("Services"), a similar nature in existence at the Time of Performance. The which Services the Consultant shall provide pursuant to the representations and certifications expressed shall be in terms and conditions of this Agreement: addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, S Year Maintenance Agreement for the Butler Government which are hereby reserved unto the Village. Center HVAC Equipment and BAS Controls The Consultant further represents that it is financially solvent, SECTION 2. TIME OF PERFORMANCE. The has the necessary financial resources, and is sufficiently Consultant shall perform the Services as mutually agreed upon experienced and competent to perform and complete the by the Village and Consultant("Time of Performance"). Services in a manner consistent with the standards of professional practice by recognized consultants providing SECTION 3. COMPENSATION. services of a similar nature. Dillon Drayer, shall be primarily responsible for carrying out the Services on behalf of the A. Agreement Amount. The total amount billed Consultant ("Key Project Personnel"). The Key Project by the Consultant for the Services under this Agreement shall Personnel shall not be changed without the Village's prior not exceed the following amounts: written approval. The Consultant shall provide all personnel necessary to complete the Services. The Consultant shall Year 1 $28,850.00 provide all personnel necessary to complete the Services. Year 2 $29,424.00 SECTION 5. INDEMNIFICATION; INSURANCE; LIABILITY. Year 3 $30,013.00 A. Indemnification. The Consultant proposes Year 4 $30,613.00 and agrees that the Consultant shall indemnify and save harmless the Village against all damages, liability, claims, Year 5 $31,225.00 losses, and expenses (including attorneys' fee)that may arise, or be alleged to have arisen, out of or in connection with the Including reimbursable expenses, without the prior express Consultant's performance of, or failure to perform, the written authorization of the Village Manager. Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 4 of this B. Taxes, Benefits, and Royalties. Each Agreement. payment by the Village to the Consultant includes all applicable federal, state, and Village taxes of every kind and B. Insurance, The Consultant acknowledges nature applicable to the Services as well as all taxes, and agrees that the Consultant shall, and has a duty to, contributions, and premiums for unemployment insurance,old maintain adequate insurance, in an amount, and in a form and age or retirement benefits, pensions, annuities, or similar from companies, acceptable to the Village. The Consultant's benefits and all costs, royalties, and fees arising from the use maintenance of adequate insurance shall not be construed in of, or the incorporation into, the Services, of patented or any way as a limitation on the Consultant's liability for losses copyrighted equipment, materials, supplies, tools, appliances, or damages under this Agreement. devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such C. No Personal Liability. No elected or tax, contribution, premium, costs, royalties, or fees is hereby appointed official or employee of the Village shall be waived and released by Consultant. personally liable, in law or in contract,to the Consultant as the result of the execution of this Agreement. SECTION 4. REPRESENTATIONS OF CONSULTANT. The Consultant represents and certifies that SECTION 6. GENERAL PROVISIONS. 1 i A. Relationship of the Parties. The prohibiting discrimination because of,or requiring affirmative Consultant shall act as an independent contractor in providing action based on,race,creed,color,national origin,age,sex,or and performing the Services. Nothing in, nor done pursuant other prohibited classification, including, without limitation, to, this Agreement shall be construed to: (1) create the the Americans with Disabilities Act of 1990, 42 U.S.C. §§ relationship of principal and agent, employer and employee, 12101 et seq., and the Illinois Human Rights Act, 775 ILCS partners, or joint venturers between the Village and 511-101 et seq. Consultant shall also comply with all Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi- represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be conflict in any manner or degree with the performance of the inserted herein. obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the F. Default. If it should appear at any time that Consultant shall at any time during the term of this Agreement the Consultant has failed or refused to prosecute, or has obtain or acquire any interest that would conflict in any delayed in the prosecution of, the Services with diligence at a manner or degree with the performance of the obligations rate that assures completion of the Services in full compliance under this Agreement. with the requirements of this Agreement, or has otherwise failed,refused,or delayed to perform or satisfy the Services or C. No Collusion. The Consultant represents any other requirement of this Agreement ("Event of and certifies that the Consultant is not barred from contracting Default'j, and fails to cure any such Event of Default within with a unit of state or local government as a result of(1) a ten business days after the Consultant's receipt of written delinquency in the payment of any tax administered by the notice of such Event of Default from the Village, then the Illinois Department of Revenue unless the Consultant is Village shall have the right, without prejudice to any other contesting, in accordance with the procedures established by remedies provided by law or equity, to (1) terminate this the appropriate revenue act, its liability for the tax or the Agreement without liability for further payment; or (2) amount of the tax, as set forth in Section 11-42.1-1 et seq. of withhold from any payment or recover from the Consultant, the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or any and all costs, including attorneys' fees and administrative (2) a violation of either Section 33E-3 or Section 33E4 of expenses, incurred by the Village as the result of any Event of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Default by the Consultant or as a result of actions taken by the et seq. If at any time it shall be found that the Consultant Village in response to any Event of Default by the Consultant. has, in procuring this Agreement, colluded with any other person, firm,or corporation,then the Consultant shall be liable G. Assignment. This Agreement may not be to the Village for all loss or damage that the Village may assigned by the Village or by the Consultant without the prior suffer, and this Agreement shall, at the Village's option, be written consent of the other party. null and void. H. Notice. All notices required or permitted to D. Termination. Notwithstanding any other be given under this Agreement shall be in writing and shall be provision hereof,the Village may terminate this Agreement at delivered: (1)personally;(2)by a reputable overnight courier; any time upon 15 days prior written notice to the Consultant. or by (3) by certified mail, return receipt requested, and In the event that this Agreement is so terminated, the deposited in the U.S. Mail,postage prepaid. Unless otherwise Consultant shall be paid for Services actually performed and expressly provided in this Agreement,notices shall be deemed reimbursable expenses actually incurred, if any, prior to received upon the earlier of: (a) actual receipt; (b) one termination, not exceeding the value of the Services business day after deposit with an overnight courier as completed. evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address: other action that may be necessary to ensure that the Services are provided,performed,and completed in accordance with all Village of Oak Brook required governmental permits, licenses, or other approvals 1200 Oak Brook Road and authorizations that may be required in connection with Oak Brook,Illinois 60523 providing,performing, and completing the Services, and with Attention: Rick Valent, Public Works all applicable statutes, ordinances, rules, and regulations, Superintendent including without limitation the Fair Labor Standards Act;any statutes regarding qualification to do business; any statutes 2 Notices and communications to the Consultant shall be provision of an attachment or exhibit to this Agreement, the addressed to,and delivered at,the following address: terms and provisions of this Agreement shall control. Trane U.S. Inc. 7100 South Madison L. Governine Laws. This Agreement and the Willowbrook,Illinois 60527-5505 rights of Owner and Consultant under this Agreement shall be Attention: Dillon Drayer interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; the venue for any legal action arising in connection with this Agreement shall be in 1. Waiver. Neither the Village nor the the Circuit Court of DuPage County,Illinois. Consultant shall be under any obligation to exercise any of the rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The M. No Disclosure of Confidential Information by the failure of the Village or the Consultant to exercise at any time Consultant. The Consultant acknowledges that it shall, in any such rights shall not be deemed or construed as a waiver performing the Services for the Village under this Agreement, of that right,nor shall the failure void or affect the Village's or have access, or be directly or indirectly exposed, to the Consultant's right to enforce such rights or any other Confidential Information. The Consultant shall hold rights. confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior J. Third Party Beneficiary. No claim as a written consent of the Village. The Consultant shall use third party beneficiary under this Agreement by any person, reasonable measures at least as strict as those the Consultant firm, or corporation shall be made or be valid against the uses to protect its own confidential information. Such Village. measures shall include, without limitation, requiring employees and subcontractors of the Consultant to execute a K. Conflicts; Exhibits. if any term or non-disclosure agreement before obtaining access to provision in this Agreement conflicts with any term or Confidential Information. ATTEST: VILLA F OAK B OK By: 0�� ��A� lm d By: ' Charlotte Pruss, Village Clerk Riccardo F.Ginex,Village Manaier ATTEST: Trane U.S., Inc B Bv: Title:_ Contract Manager Its: Contract Manager * NOTE: Subject to attached Addendum 1 dated 07/17/17. #11563377_vi July 17, 2017 Addendum 1 VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement, which accompanies this Exhibit, 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 Consultant's insurance policy subject to Consultant's manuscript additional insured endorsement under its primary Commercial General Liability policies. Page 1 of 1 R3 _ a r • a F" i Trane Office Company Name Trane U.S. Inc. Oak Brook Village 7100 South Madison 1200 Oak Brook Drive Willowbrook, IL 60527-5505 OAK BROOK, IL 60523 ` Trane Representatives Site Address j Dillon Drayer Oak Brook Village of Trane Chicago Service 1200 Oak Brook Drive Cell: (630)209-8735 Oak B OAK BROOK, IL 60523 Proposal ID United States 2286014 j Rick Valent 2 Contact Telephone Number Darren Martens for Service (630)734-3200 Service Contract Type Scheduled HVAC Equipment& BAS Controls Cooperative Quote Number 30-192276-17-001 IR f • • • f TAWE su,c o,na AIDVA17TAGE EQUIPMENT AND SYSTEMS COVERAGE Oak Brook Village Hall The following will be serviced at Oak Brook Village Hall: Equipment Qt Manufacturer Model Number Serial Numberl Asset Tag Tracer SC—1 1 Trane BMSC E16M93247 Base Tracer SC—2 1 Trane BMSB E15H81882 Application Equipment Qt Manufacturer Model Number Serial Number Asset Tag 20-75 Ton Packaged Industrial 1 Trane SFHFC204L2 CO2CO2247 AC-1 Rooftop- Intelli ak 20-75 Ton Packaged Industrial 1 Trane SFHFC404L2 CO2CO2248 AC-2 Rooftop-Intelli ak 20-75 Ton Packaged Industrial 1 Trane SFHFC404L2 CO2CO2249 AC-7 Rooftop- Intelli ak 20-75 Ton Packaged Industrial 1 Trane SFHFC404L2 CO2CO2250 AC-8 Rooftop- Intelli ak 12 112 -25 Ton Packaged 1 Trane YCD180E31-10 104910013D AC-6 Unitary Rooftop-Voyager Custom Air Handlers—Generic 1 Mammoth Inc DHEBFP-160 439663-01-01 AC-3 Custom Air Handlers—Generic 1 Mammoth Inc HBEFP-282- 42602-02-01 AC-4 Custom Air Handlers—Generic 1 Mammoth Inc HBEFP-282- 42602-04-01 AC-5 Service By The Manufacturer A11111111111k 77~ ^2016 Trane All rights reserved. Confidential and proprietary information of Trane U S Inc Page 2 of 17 TRWE 6urLOlnG A DVAfT rAGE OVERALL SCOPE OF SERVICES SUMMARY OF • R f BAS On-site Inspection(s)(Qty 2) Yes System Back Up(Qty 2) SC Yes BAS Remote Inspection(s) (Qty 2) Yes Software Upgrade(Qty 2 per year)for SC As Required Local Remote Support(7 am—4 pm M-F) Yes Priority Response 630-734-3200 Yes RTU/Mammoth Heating Inspection(QTY 1 per unit ) Yes RTU/Mammoth Cooling Inspection (QTY 1 per unit) Yes Filter Changes(Qty 4 per year) Yes Belt Changes(Qty 2 per year) Yes Condenser Coil Cleaning Yes Discounted Repair Labor Quoted/Billable Discounted Replacement Parts Quoted/Billable SERVICE TEAM Name Role TBD Lead Technician TBD Back up Technician Bonnie Smith Remote Support Nannette Booth Resource Coordinator Dillon Drayer Account Manager ©2016 Trane All rights reserved Confidential and proprietary information of Trane U S Inc: Page 3 of 17 rRANE eu&ornG AOVAJ7TAGE EQUIPMENT SERVICES IN CONTRACT VOYAGER • • • QUANTITY: • Lubricate fan and motor per manufacturers recommendation. • Inspect drive components;adjust as applicable. • Test refrigeration system for proper operating charge,pressures, and temperatures. • Inspect refrigeration system for leaks,loose connections or vibration • Inspect electrical connections;tighten as applicable. • Inspect and test starter operation • Test motor operating current and voltage. • Test and inspect operating controls,relays,contactors,switches,conductors and safety controls • Test crankcase heater operation. • Inspect coils for cleanliness;damage. • Inspect drain pan and drain line. • Inspect indoor coil. • Inspect unit panels,dividers,flashing,curbs,and insulation • Inspect indoor blower. • Test operating conditions;adjust for efficient operation. • Check oil level. • Clean condenser coils. • Test unloader operation(as applicable) • Verify IPC link integrity • Check the operation and setup of the RTM module. • Check diagnostic log in RTM module • Check the VFD operation. • Check VFD diagnostic log. • Provide customer with a detailed report. Advise customer of any deficiencies found VOYAGER • QUANTITY: • Inspect drive components;adjust as applicable. • Test and inspect operating controls,relays,contactors,switches,conductors and safety controls • Inspect economizer intake filters. • Inspect heat exchanger for defects and deterioration • Inspect burners;adjust as applicable. • Adjust pilot flame assembly. • Test ignition and flame proving components • Test fan control operation;adjust as applicable. • Test operation of high temperature safety controls • Inspect gas line and shut off valve local to unit. • Inspect combustion air openings • Inspect flue piping for blockage and deterioration. Test exhaust system for proper draft. • Test operating conditions and performance;adjust for efficient and safe operation. • Perform combustion analysis Test gas manifold pressure. • Inspect panels,dividers,and secure access panels • Verify[PC link integrity • Check the operation and setup of the RTM module • Check diagnostic log in RTM module. • Check the VFD operation. • Check VFD diagnostic log • Provide customer with a detailed report. Advise customer of any deficiencies found. @2016 Trane.All rights reserved Confidential and proprietary information of Trane U.S. Inc Page 4 of 17 TRANE eulLoina =A DVAf ITA494F COOLING INTELLIPAK • Visually Inspect for leaks and report leak check results • Check the sheaves and pulleys for wear and alignment • Check the belts for tension,wear, cracks and/or glazing • Verify clean condenser and evaporator • Verify clean evaporator fan • Replace air filters. • Verify proper damper operation • Clean Condenser coils • Check mechanical linkages for wear, tightness and clearances • Check the VFD operation + Check VFD diagnostic log. • Verify smooth operation of the compressors and fans. • Compressors Option • Check and record pressures and temperatures of all compressors. • Compressors Option • Check and record operating temperatures of all compressors • Verify Oil level via compressor site glass • Verify the operation of the discharge air temperature control device • Verify the operation of the outside air temperature control device • Verify the operation of the static pressure control • Verify IPC link integrity • Provide a written report of completed work,operating log, and indicate any uncorrected deficiencies detected INSPECTION INTELLIPAK HEATING QUANTITY: • Check the sheaves and pulleys for wear and alignment • Check the belts for tension,wear,cracks.and/or glazing • Verify clean evaporator fan. • Replace air filters • Verify proper damper operation • Check mechanical linkages for wear, tightness,and clearances • Check the VFD operation • Check VFD diagnostic log. • Verify smooth operation of the heating operation • Perform combustion analysis of burner operation + Verify the operation of the discharge air temperature control device + Verify the operation of the outside air temperature control device • Verify the operation of the static pressure control • Verify IPC link integrity • Provide a written report of completed work, operating log, and indicate any uncorrected deficiencies detected. `^2016 Trane.All rights reserved. Confidential and proprietary information of Trane U S. Inc Page 5 of 17 MANE ®ua.ninc IADVAfTr AGE INSPECTION MAMMOTH UNITS COOLING • Visually Inspect for leaks and report leak check results. • Check the sheaves and pulleys for wear and alignment. • Check the belts for tension,wear,cracks,and/or glazing • Verify clean condenser and evaporator • Verify clean evaporator fan. • Replace air filters. • Verify proper damper operation • Check mechanical linkages for wear,tightness,and clearances. • Verify smooth operation of the compressors and fans • Condenser coil cleaning. • Compressors Option • Check and record pressures and temperatures of all compressors • Compressors Option • Check and record operating temperatures of all compressors • Verify Oil level via compressor site glass + Verify the operation of the discharge air temperature control device Verify the operation of the outside air temperature control device. • Verify the operation of the static pressure control. • Provide a written report of completed work,operating log,and indicate any uncorrected deficiencies detected. MAMMOTH • QUANTITY: • Check the sheaves and pulleys for wear and alignment • Check the belts for tension,wear,cracks,and/or glazing. • Verify clean evaporator fan • Replace air filters • Verify proper damper operation • Check mechanical linkages for wear,tightness,and clearances + Verify smooth operation of the heating operation • Verify the operation of the discharge air temperature control device • Verify the operation of the outside air temperature control device. • Verify the operation of the static pressure control. Provide a written report of completed work,operating log,and indicate any uncorrected deficiencies detected. FILTER & BELT CHANGES • Change filters on all units, make up air units and fan powered boxes(4 times per year) • Change belts on all units, make up air units and exhaust fans(2 times per year) Note:Customer must provide Trane technician with belts and filters during changes Note: Excludes gun range units ©2016 Trane.All rights reserved Confidential and proprietary information of Trane U.S. Inc Page 6 of 17 TRANE suiLornc ADVAnrAGE BAS SERVICES IN CONTRACT UP-FRONT CONVERSATIONS Up-front Conversations provide prior notification regarding when your Trane technician will be actively working on the system,and the planned scope of _ the assessment. Proactive communication provides information about when, ` �._,:• which aspects,and why the Trane technician is reviewing p y g your system. Advantages: • Implementation.Know which systems or equipment may be W: affected in advance • Alert security and maintenance personnel that a Trane technician will be actively working on site r _ • Plan ahead to address current questions and concerns;schedule service or coaching at the same time • Use the opportunity to discuss which improvement opportunities should be prioritized;which can wait Implementation: • Advance notification of the planned scope of work and any short-term system affects • Communication of customer requirements,such as site access or security clearance • Scheduling for"end of day"follow-up conversation • Inquiry into current concerns for investigation • Identification of future operator training or coaching requirements SOFTWARE • • AND TRAINING Software Updates and training provides software installation and maintenance,along with information and demonstrations on new features and functionality. Advantages: • Proactively maintain BAS system software to each new version • Gain new and improved capabilities as technology progresses • Know how to gain the full advantages of system enhancements • Keep BAS software compatible with current operating systems and browsers Implementation: • Proactive notification of software releases • Installation and administration of software and/or firmware upgrades • Comprehensive system and database backup and archiving • Operator coaching and/or up-front discussion on new features `Trane shall provide and install software upgrade(s)for your Tracer SC @2016 Trane All rights reserved Confidential and proprietary information of Trane U.S. Inc. Page 7 of 17 MANE su«oinG AOVAM GAF SUPPORT OPERATOR COACHING AND USER Operating Coaching and user support, delivered by Trane technicians, raises staff expertise in building automation system(BAS)operation. Information may be delivered remotely or one-on-one at your facility. Advantages: • Align staff habits to industry-best practices • Correct practices that are detrimental to system efficiency • Answer operational questions + • Regain forgotten or underutilized system functionality low Implementation: • Staff coaching by Trane technicians delivered remotely(by phone)or on-site at the time of inspections or service visits • Proactive training to strengthen user capabilities • Reactive coaching based on observed practices • Frist 30 Minutes of phone support is free ALARM LOG REVIEW Alarm Log Review assesses each alarm that has been triggered since the last review, sorting nuisance alarms from events that require corrective action. Trane provides both an explanation of what each alarm means and guidance on next steps. Advantages: • Identify critical events within your mechanical and/or BAS systems • Troubleshoot and initiate repairs proactively • Prioritize repair/replace decisions through root-cause analysis • Reassess whether set alarm parameters reflect your environmental requirements For example,if an alarm set at 74 degrees triggers repeatedly, you may determine there is minimal risk to resetting the alarm to 76 degrees Implementation: • Alarm nature/cause determination through data analysis and customer discussions • Differentiation of significant events and nuisance alarms • Guidance on alarm parameters, if needed • Alarm Log Reviews as stated in the Agreement ©2016 Trane.All rights reserved Confidential and proprietary information of Trane U.S. Inc. Page 8 of 17 TRANE euitornG I SCHEDULE REVIEW Schedule Review compares system programming to the actual times when the facility is in use,taking into ! consideration normal business hours,weekends and holidays Trane technicians review data to determine whether changes in programming or facility use may be beneficial Advantages: • Gain better alignment between when the t facility is occupied and when heating cooling systems are running • Reduce energy use during unoccupied times • Use the insight to optimize how and when a facility is used. and to leverage the advantages of system zoning For example, if the same group is overriding the entire building's heating or cooling system every Saturday morning for a meeting.. it may be efficient to move the meetings to a different room in a more limited heating/cooling zone Implementation: + Scheduling reports • Review and analysis of scheduling deviations and abnormalities • Use-based recommendations for system optimization and efficiency GRAPHICS REVIEW Graphics Review ensures the building automation system interface is operating properly, and that it continues to serve current user needs Advantages: � w • Maximize usability with a flawless interface • Ensure that graphics maintain full functionality • Keep graphics aligned to user needs •• Implementation: • Review for data source/naming alignment a • Check for and fix broken links fix. Consultation and recommendations for graphic a, enhancements or revisions 02016 Trane All rights reserved Confidential and proprietary information of Trane U S Inc �� Page 9 of 17 MANE sun arnG AQVA17rAGE OVERRIDE Override Review determines which systems are operating in an override setting and which are operating as scheduled. It Identifies where settings have been manually altered since the previous review Advantages: • Understand what is driving overrides before releasing them • Assess whether repeated override settings should be become the new normal • Uncover the causes of occupant discomfort or excessive energy use Implementation: • Override-report review and cause determination • Assessment for system problems that are driving repeated overrides(For example,tenants are consistently too hot or too cold in a particular area) • Recommendations for additional training on system functionality • Suggestions for improving sequencing or scheduling PERFORMANCE BAS SYSTEM • EVALUATION BAS System Performance and Evaluation validates that the controls system is operating properly, and that all components are fully functional Advantages: • Gain reassurance that the BAS system is operating correctly • See early indicators of developing failures and shutdowns • Find out faster when a system is in failure mode Determine where a communication failure has occurred,and how to resolve it Implementation: • Check controls memory, processors and resource utilization • Confirmation that microprocessor components are operating within correct parameters • Validation of network communication and link stability • Identification of areas for concern 1 2016 Trane.All rights reserved Confidential and proprietary information of Trane U S Inc. Page 10 of 17 MANE eurLDUtG TECHNICIAN-CUSTOMER REVIEW Technician-Customer Review concludes the visit with a summary of actions and findings--conducted remotely or on-site Advantages: • Gain professional insight into the concerns you identified during the up-front conversation • Obtain written documentation of the completed work and additional service recommendations • Plan and prioritize future service work Implementation: • Verbal discussion and written documentation of completed work • Identification of developing issues that should be monitored • Presentation of findings requiring additional service,including work that falls outside the scope of the Trane Service Agreement REMOTE • Local Remote Support: (630) 734-3200 (Monday — Friday lam- 4 pm) • Trane shall remotely diagnose issues(up to 30 minutes)via out BAS energy center in Willowbrook IL • Trane to assist customer in resolving issue related to their BAS system • Update assigned technician(s)of system problems. system modifications.as well as coordinate dispatching as required i a ©2016 Trane All rights reserved Confidential and proprietary information of Trane U.S. Inc. Page 11 of 17 nZWE DUU-0M. ADVAfTrAGE PRICING AND ACCEPTANCE Effective Date • Start Date: July 151, 2017 • End Date: June 30"', 2022 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 at anniversary date. Payment Plan Options Pricinq Initiaa Date • Year 1 Mechanical and BAS Annual Investment: $28,850.00 • Year 1 Mechanical and BAS Quarterly Investment: $ 7,213.00 • Year 2 Mechanical and BAS Annual Investment: $29,424.00 • Year 2 Mechanical and BAS Quarterly Investment: $ 7,356.00 • Year 3 Mechanical and BAS Annual Investment: $ 30,013.00 • Year 3 Mechanical and BAS Quarterly Investment: $7,504.00 • Year 4 Mechanical and BAS Annual Investment: $ 30,613.00 • Year 4 Mechanical and BAS Quarterly Investment: $7,654.00 • Year 5 Mechanical and BAS Annual Investment: $31,225.00 • Year 5 Mechanical and BAS Quarterly Investment: $7,807.00 See Appendix A for Labor Rate Informaiton Submitted By: Date: 6/9/2017 Customer Acceptance Approval -Trane Chicago Name(Please Print): Signature: Ed Harding Title: District Sales Leader Date: Trane Chicago Service Purchase Order: 'This agreement is subject to the attached Terms and Conditions " '(2016 Trane All rights reserved Confidential and proprietary information of Trane US Inc Page 12 of 17 MANE aua o,nG A DVA TAGE TERMS AND CONDITIONS-SERVICE "Company"shall mean Trane U.S.Inc.dba Trane for Company performance in the United States and Trane Canada ULC for Company performance in Canada. 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'),specked 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. 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 Customers order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein.return of such order by Company with Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customers terms and as Company's 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 counteroffer 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. 3. 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 prevailing overtime or emergency IaborAabour 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. 4. 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 attomeys'fees)incuffed by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 5. 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,Customers 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 fi. 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 installtattach 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. 7. 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. 8. 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 IaborAabour,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 Customer's 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; Q)Any responsibility for design or redesign of the system or the Covered Equipment.obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers;(k)Any services, claims, or damages arising out of Customer's failure to comply with its obligations under this Agreement; (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 7.12016 Trane. All rights reserved Confidential and proprietary information of Trane U.S Inc. Page 13 of 17 rRAME sult-olnc AQVAt7TAGA' 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;(tl)Operation of any equipment;and(iii)Any claims,damages,tosses,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. 9. Limited Warranty. Company warrants that:(a)the material manufactured by Company and provided to Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement:and(b)the labor/labour portion of the Maintenance Services and Additional Work has been 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 andlor 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 ANDlOR 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 ANDlOR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES,OR ANY COMPONENT THEREOF, OF MOLDIMOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. THE ENERGY AND BUILDING PERFORMANCE SERVICES ARE PROVIDED ON AN"AS IS"BASIS WITHOUT WARRANTIES OF ANY KIND. 10. 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 liabilit+es, 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 11.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 MOLDIMOULD, 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. 12. Asbestos and Hazardous Materials, The Services expressly exclude any identification,abatement,cleanup,control,disposal,removal or other work connected with asbestos polychlorinated biphenyl ('PCB")r 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. 13. Insurance. Company agrees to maintain the following insurance during the tenn 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. 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 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(it)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:ads of God,acts of terrorism,war or the public enemy: flood;earthquake;lightning;tornado:storm,fire:civil disobedience;pandemic;insurrections;riots:labortlabour disputes;IaboNlabour 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. 15. 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 �P2016 Trane All rights reserved Confidential and proprietary information of Trane U S Inc Page 14 of 17 rRANE suicofnG A DVAlTT'AGE 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. 16. Remote Connectivity. Customer grants to Company the right to remotely connect (via phone modem, intemet or other agreed upon means) to Customers 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 The Intelligent Services,including any reports and other information Company provides, are intended to provide operational assessments and recommendations. Electronic Monitoring. Any electronic monitoring Company performs is undertaken solely to enable Company to collect the data and perform any analysis included in Company's Services.Customer agrees that Company is not liable for inability to perform and/or losses that may occur in cases of malfunction or nonfunctioning of communications equipment,HVAC and other equipment,the energy management system,failure to identify equipment or system performance issues,failure to recommend corrective action,or otherwise related to the monitoring of Customer's equipment and building systems. Data Collected. Customer hereby grants to Company the!revocable, perpetual. nonexclusive,worldwide,royalty-free right and license to use,reproduce,display,distribute internally or externally and prepare derivative works based upon any such data Company collects from Customer.Company shall not use or publish such data in any way that identifies Customer as the source of that data without Customer's prior written consent. The data Company will collect from Customer will not include any personal or individual information.Upon Customer's written request.Company will endeavor to provide an electronic copy of data collected from Customer.subject to availability. For Energy and Building Performance Services(except Energy Assessments and digital assessments), Company will use commercially reasonable efforts to store Customer's data for up to 18 months. Company cannot guarantee the availability of the data. Data Privacy and Security. Company has implemented various security measures for the purpose of protecting Customers data against accidental or unlawful access,unauthorized disclosure,loss,destruction,and alteration.Customer is responsible for maintaining the confidentiality of Customer's user name(s)and password(s). Customer is responsible for all uses of Customers password(s),whether or not authorized by Customer. Customer must inform Company immediately of any unauthorized use of Customers user name(s)or password(s). Transmission of data over the Internet by its nature entails the use of systems under the control of third parties,and as a result Company cannot ensure total control of the security of such systems. Company will take commercially reasonable efforts to ensure that data and other configuration parameters are not visible or accessed by other customers. Customer acknowledges that the very nature of communication via the Internet restricts Company from offering any guarantee of the privacy or confidentiality of information relating to Customer passing over the Internet. In gaining access via the Internet. Customer also acknowledges and accepts that electronic communication may not be free from interference by unauthorized persons and may not remain confidential.Customer therefore accepts that access and storage of data is at Customer's own risk.Company will[notify Customer of any breach in security of which Company become aware.Any breach in privacy of which Customer become aware should be reported by Customer to Company immediately. Company does not disclose Customer's information to third parties for their marketing purposes, but Company does use third party software and services to assist Company with collecting and analyzing information. Company may also disclose Customers information d required to do so bylaw,in which case,Company would inform Customer of such disclosure. 17. 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 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 18. 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. 19. 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(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-&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 unfit 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. 20. 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 Customers tribal court or any similar tribal forum,that Customer will not bring any action against Company in tribal court,and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-26.130-7(0415) Supersedes 1-26.130-7(1114) e'2016 Trane All rights reserved Confidential and proprietary information of Trane U S Inc Page 15 of 17 MAINE sua-ronG A DVAPTTAGE CORRESPONDENCE Customer Information: formation Correspondence & Approvals Te r ° Information me and Accounts Payable TBD TBD le any: ress - --- State one No: x No. fail Service By The Manufacturer TALME Trane Chicago Service information Dillon Drayer Account Executive The Trane Company 7100 Madison St. Willowbrook, IL 60527-5505 Dillon.drayer@trane.com Phone: (630) 209-8735 Fax, (630) 323-7480 rA16 Trane. All rights reserved Confidential and proprietary information of Trane US Inc. Page 16 of 17 TRANE au&orna AQVAr TAGE Appendix A Trane Chicago Service Labor Rates Trane Chicago Labor rates for 9/1/21016 through 8/31/2017. Labor Description Contract Contract Contract Non- Non- Non- Time and Rates Rates Rates Contract Contract Contract Material Regular Overtime Double Rates Rates Rates Time time Regular Overtime Double time time CenTraVacs, Absorbers, Equipment Water and Air $174.00 $261.00 $348.00 $19500 $292.50 $390.00 Service Cooled Chillers, Voyager, RTU's, Intelli ak, ect, BAS(Building Automation Controls System)/ $185.00 $277.50 $370.00 $215.00 $322.50 $430.00 Service ESC(Energy Service Controls) work Truck charge of$110.00 applies to all T&M Non-Agreement Service calls. Tool charge of$50.00 applies to all T&M Non-Agreement Service calls. "' Estimate 3%increase in labor rates per year starting 9/1/2017 moving forward. 'P2016 Trane All rights reserved Confidential and proprietary information of Trane US Inc Page 17 of 17