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BCG HVAC and BAS Controls Maintenance AgreementVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of th day of2017 ("Agreement"), and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois, 523 an Illinois municipal corporation ("Village'), 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 retains the Consultant to perform, and the Consultant agrees to perform, all necessary services to perform the work in connection with the project identified below ("Services"), which Services the Consultant shall provide pursuant to the terms and conditions of this Agreement: S Year Maintenance Agreement for the Butler Government Center HVAC Equipment and BAS Controls SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services as mutually agreed upon by the Village and Consultant ("Time of Performance'D. SECTION 3. COMPENSATION. A. Aereement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed the following amounts: Year 1 $28,850.00 Year 2 $29,424.00 Year 3 $30,013.00 Year 4 $30,613.00 Year 5 531,225.00 Including reimbursable expenses, without the prior express written authorization of the Village Manager. B. Taxes. Benefits. and Royalties. Each payment by the Village to the Consultant includes all applicable federal, state, and Village taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits and all costs, royalties, and fees arising from the use of, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. SECTION 4. REPRESENTATIONS OF CONSULTANT. The Consultant represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence practiced by recognized consultants in performing services of a similar nature in existence at the Time of Performance. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. The Consultant further represents that it is financially solvent, has the necessary financial resources, and is sufficiently experienced and competent to perform and complete the Services in a manner consistent with the standards of professional practice by recognized consultants providing services of a similar nature. Dillon Drayer, shall be primarily responsible for carrying out the Services on behalf of the Consultant ("Key Project Personnel'J. The Key Project Personnel shall not be changed without the Village's prior written approval. The Consultant shall provide all personnel necessary to complete the Services. The Consultant shall provide all personnel necessary to complete the Services. SECTION 5. INDEMNIFICATION: INSURANCE - LIABILITY. A. Indemnification. The Consultant proposes and agrees that the Consultant shall indemnify and save harmless the Village against all damages, liability, claims, losses, and expenses (including attorneys' fee) that may arise, or be alleged to have arisen, out of or in connection with the Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 4 of this Agreement. B. Insurance. The Consultant acknowledges and agrees that the Consultant shall, and has a duty to, maintain adequate insurance, in an amount, and in a form and from companies, acceptable to the Village. The Consultant's maintenance of adequate insurance shall not be construed in any way as a limitation on the Consultant's liability for losses or damages under this Agreement. C. No Personal Liability. No elected or appointed official or employee of the Village shall be personally liable, in law or in contract, to the Consultant as the result of the execution of this Agreement. SECTION 6. GENERAL PROVISIONS. A. Relationship of the Parties. The Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Agreement shall be construed to: (1) create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and Consultant; or (2) to create any relationship between the Village and any subcontractor of the Contractor. B. Conflicts of Interest. The Consultant represents and certifies that, to the best of its knowledge: (1) no Village employee or agent is interested in the business of the Consultant or this Agreement; (2) as of the date of this Agreement, neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the Consultant shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. C. No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 el seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Village for all loss or damage that the Village may suffer. and this Agreement shall, at the Village's option, be null and void. D. Termination. Notwithstanding any other provision hereof, the Village may terminate this Agreement at any time upon 15 days prior written notice to the Consultant. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of the Services completed. E. Compliance with Laws and Grants. Consultant shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by the Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi - governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with Consultant's, or its subcontractors, performance of, or failure to perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. F. Default. if it should appear at any time that the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full compliance with the requirements of this Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Services or any other requirement of this Agreement ("Event of Default'j, and fails to cure any such Event of Default within ten business days after the Consultant's receipt of written notice of such Event of Default from the Village, then the Village shall have the right, without prejudice to any other remedies provided by law or equity, to (1) terminate this Agreement without liability for further payment; or (2) withhold from any payment or recover from the Consultant, any and all costs, including attorneys' fees and administrative expenses, incurred by the Village as the result of any Event of Default by the Consultant or as a result of actions taken by the Village in response to any Event of Default by the Consultant. G. Assignment. This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other party. H. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered: (1) personally; (2) by a reputable overnight courier; or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of: (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Rick Valent, Public Works Superintendent Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: Trane U.S.Inc. 7100 South Madison Willowbrook, Illinois 60527-5505 Attention: Dillon Drayer 1. Waiver. Neither the Village nor the 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 failure of the Village or the Consultant to exercise at any time any such rights shall not be deemed or construed as a waiver of that right, nor shall the failure void or affect the Village's or the Consultant's right to enforce such rights or any other rights. J. Third Party Beneficiary. No claim as a third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. K. Conflicts: Exhibits. If any term or provision in this Agreement conflicts with any term or ATfESI By: Charlotte Pruss, Village Clerk ATTEST - Title: Contract Manager N11563377_v1 provision of an attachment or exhibit to this Agreement, the terms and provisions of this Agreement shall control. L. Governine Laws. This Agreement and the rights of Owner and Consultant under this Agreement shall be 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 the Circuit Court of DuPage County, Illinois. M. No Disclosure of Confidential Information by the Consultant. The Consultant acknowledges that it shall, in performing the Services for the Village under this Agreement, have access, or be directly or indirectly exposed, to Confidential Information. The Consultant shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior written consent of the Village. The Consultant shall use reasonable measures at least as strict as those the Consultant uses to protect its own confidential information. Such measures shall include, without limitation, requiring employees and subcontractors of the Consultant to execute a non -disclosure agreement before obtaining access to Confidential Information. VI B>, Riccardo F. Ginex, Village Manag Trane U.S., By: Its: Contract Manager NOTE: Subject to attached Addendum 1 dated 07/17/17. 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 EXHIBIT A Cooperative Quote Number 30-192276-17-001 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 ° 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 Rick Valent Contact Telephone Number Darren Martens for Service I (630)734-3200 Service Contract Type Scheduled HVAC Equipment & BAS Controls Cooperative Quote Number 30-192276-17-001 rAOkkVE aurcDina anvanT.ace EQUIPMENT AND SYSTEMS COVERAGE Oak Brook Village Hall The following will be serviced at Oak Brook Village Hall: Equipment Qt Manufacturer Model Number Serial Number Asset Ta Tracer SC — 1 1 Trane BMSC E16M93247 Base Tracer SC —2 1 Trane BMSB E15H81882 Application Equipment Qt Manufacturer Model Number Serial Number Asset Ta 20-75 Ton Packaged Industrial Rooftop- Intelli ak 1 Trane SFHFC204L2 CO2CO2247 AC -1 20-75 Ton Packaged Industrial Rooftop- Intelli ak 1 Trane SFHFC404L2 CO2CO2248 AC -2 20-75 Ton Packaged Industrial Rooftop- Intelli ak 1 Trane SFHFC404L2 CO2CO2249 AC -7 20-75 Ton Packaged Industrial Rooftop - Intelli ak 1 Trane SFHFC404L2 CO2CO2250 AC -8 12 112 -25 Ton Packaged Unitary Rooftop - Voyager 1 Trane YCD180E3H0 10491 0013D AC -6 Custom Air Handlers — Generic 1 Mammoth Inc DHEBFP-160 439663-01-01 AC -3 Custom Air Handlers — Generic 1 Mammoth Inc HBEFP-282- 42602 22-01 AC -4 Custom Air Handlers — Generic 1 Mammoth Inc HBEFP-282- 42602-04-01 1 AC -5 Service By The Manufacturer TRANE -----------_---_. �20t 6 Trane- All -rig hts reserved. ConUdenlial and proprietaryinformation of Trane U S Inc -� Page 2 of 17 114 OVERALL SCOPE OF SERVICES 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 rj2016 Trane All rights reserved Confidential and proprietary information of Trane 0 S. Inc. Paye 3 of 17 MAN BULLA/!)G EQUIPMENT SERVICES IN CONTRACT • Lubricate fan and motor Per manufacturer's 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 • 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 safely 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 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. 02016 Trane. All rights reserved Confidential and proprietary information of Trane U.S Inc Page 4 of 17 ; T E eurLornc • 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 VFO 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 • 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 Z)2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc Page -5 of 17 IIMAM 14U/LpIflG ADVAMAGE • 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 controf 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 • Check the sheaves and pulleys for wear and alignment • Check the bells 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 • 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 LLS Inc. _ Page 6 of 17 t BAS SERVICES IN CONTRACT 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 your system. Advantages: Implementation. Know which systems or equipment may be affected in advance Alert security and maintenance personnel that a Trane technician will be actively working on site 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 `u'1.�' pur�t�rnc 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 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-fronl 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 �Y l t E sun (NnG :+0VA4111">41 r 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 ► ° s l Advantages: • Align staff habits to industry -best practices t • Correct practices that are detrimental to system efficiency • Answer operational questions • Regain forgotten or underutilized system functionality Implementation: ��yT• • 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 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 andfor 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 s__- X2016 Trane All rights reserved ConfiCenlial and proprietary information of Trane U.S. Inc. - page 8 of 17 Schedule Review compares system programming to the actual times when the facility is in use, laking 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: 4: • Gain better alignment between when the 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 o1 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 heatingrcooling zone iitAIVE eu&oina Implementation: • Scheduling reports • Review and analysis of scheduling deviations and abnormalities • Use -based recommendations for system optimization and efficiency Graphics Review ensures the building automation system interface is operating properly. and that it continues to serve current user needs. Advantages: • 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 • Check for and fix broken links • Consultation and recommendations for graphic enhancements or revisions 2016 Trane All rlehts reserved Confidential and proprietary information of Trane U S Inc Page 9 of 17 rMWE euu orne AlDvAnrAae 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 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 02016 Trane All rights reserved Confidential and proprietary information of Trane U.S Inc Page 10 of 17 ' MAMIE oun,Din6 PRICING AND ACCEPTANCE Effective Date • Start Date: July 1•', 2017 • End Date: June 300, 2022 This agreement shall remain in effect from year to year thereafter, unless terminated by either parry 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 • Year 1 Mechanical and BAS Annual Investment: • Year 1 Mechanical and BAS Quarterly Investment: • Year 2 Mechanical and BAS Annual Investment: • Year 2 Mechanical and BAS Quarterly Investment: • Year 3 Mechanical and BAS Annual Investment: • Year 3 Mechanical and BAS Quarterly Investment: • Year 4 Mechanical and BAS Annual Investment: • Year 4 Mechanical and BAS Quarterly Investment: • Year 5 Mechanical and BAS Annual Investment: • Year 5 Mechanical and BAS Quarterly Investment: See Appendix A for Labor Rate Informaiton Submitted By: 40 Customer Acceptance Name (Please Print): Signature: Title: Date: Purchase Order: Pricing $ 28,850.00 $ 7,213.00 $ 29,424.00 $7,35600 $ 30,013.00 $ 7,504.00 $ 30,613.00 $ 7,654.00 $ 31,225.00 $ 7,807.00 InitiaW Date Date: 6/9/2017 Approval - Trane Chicago Ed Harding District Sales Leader Trane Chicago Service This agreement is subject to the attached Terms and Conditions X2016 Trane All rights reserved Confidential and proprietary information of Trane U S Inc Page 12 of 17 TJZWE au&aina A (7VA/77"AGE 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 Local Remote Support: (630) 734.3200 (Monday – Friday 7am- 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 72016 Trane All rights reserved Confidential and proprietaryinformation of Trane U.S Ina- - Page 11 of 17 11 '= i"l•" tr- BUIL Dina TERMS AND CONDITIONS - SERVICE "Company" shall mean Trane U.S. Inc. dba Tram for Company performance In the United States and Trane Canada ULC for Company Performance In Canada. 1. Agreement. These terms and conditions ('Terns) are an integral pan of Company's Offer and loam the basis of any agreement (the 'Agreement-) res dring from Company's proposal (the 'Proposal') for the following commercial services as staled in the Proposal (collectively, the'Servkes'): inspection, maintenance and repair (the 'Maintenance Services') on equipment (the 'Covered Equipment'), specified Additional Work (it any), 8141, d mcluded in the Proposal, Intelligent Services, Energy Assessment. Energy Performance Solutions, and any other services using remote Conradivity (collectively and individually referred to in these Terms as 'Energy and Budding Performance Saivtw1f COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Acceptance. The Proposal is subject to acceptance in wrtmg by the parry 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 ON9r modification, CuStomers order shall be deemed acceptance of the Proposal Subject to mese Terms and Conditions. If Customers older is expressly condmored upon Company's acceptance or assent to lemhs and/or conditions other loan those expressed herein, return of such older by Company with Company's Tema and Conditions attached or reference! serves as Company's notice of objection to Customers lama and as ComhPany's counter -Offer b perform in accordance with the Proposal and Company Terms and Conditions. If Customer does nor reject or object in wining to Company wltltln 10 days, Company's oounlero8er wild be deemed accepted. Customers acceptance Of Performance by Company will in any evil 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 Tells 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 W Pay for Services provided by Company to the dale of cancellation 3. Fees and Taxes. Feas for the Services (the 'Service Feats) am as sol forth it 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 "Mal business hours had be billed separately according to the prevailing overtime or emergency laborfabour rens. In addition to the sated Service Fees. Customer shall pay all taxes not legally required W be paid by Company or, alternatively, shall provide Company with an acceptable tax exemption certificate. a. Payment. Payment is due upon receipt of Company's invoice. Service Fees shag be paid no less frequently than quartedy and in advance of performance of the Sery des. Company reserves Ne right to add to any account outstanding for more man 30 days a Service charge equal 10 the riser 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 atomeyelees) incurred by Company In attempting to collect amounts due or Otherwise enforcing this Agreement, S. Customer Breach. Each Of the following constitutes a breech by Customer and shall give Company the right, without an electron of remedes. to suspend Performance or terminate this Agreement by delivery of written notice declining termination. Upon terninat On. 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 to benefit of its crcdtors. Customers bankruptcy, Insolvency, or receivership; (c) Any reDresenation Of warranty furnished by Customer in connection with this Agreement is false or miseading in any matenal respect when made. or (d) Any allure by Customer to perform or comply with any material provision of this Agreement. 6. Performance. Company shall perform the Services in accordance with industry Standards generally applicable in the sate or province where the Serines am a performed rf or a uta doer taimilar el nacKUmeu circumstances when Company performs the Services. Company nay refuse to Perform where Milking conditions could endanger PrOPut D P agreed by Customer and Company. at Customers expense and before the Services begin, Customer *IN Provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state. or provincial industrial Safety regWalions or. any Other applicable industrial safety Standards or guidelines- This Agreement presupposes that all major places of Covered Equipment are m Proper Operating condition as of the date hereof. Services furnished are premised on the Covered Equipment being In a maintainable condition. In no event shag Company have any obligation la replace Covered Equipment that is no longer maintainable. During the first 30 days of INS Agreement, or upon initial impaction, ardor upon seasonal start-up (d included in to Services), t an inspection by Company Of Covered Equipment Indcales repairs or replacement is required, Company will Provide a written quoaron for Such repairs or replacement. If Customer does no authorize such repairs or replacement, Company may remove the unacceptable egWpmem from to Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customers telephone line or network inhsstiuClue to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services connected for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to CuSiOmer's communications and network bdrestmcbue. Company Try elect b hnsaWatach to Customer equiprem or provide portable devices (hardware and/or Software) for exacuton 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. dile Or equity in any hardware, Software, processes, and other intellectual or pmpreary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Pars used for any repairs made will be Lose selected by Company as Soluble for the repair and may be pars not manufactured by Company. 7. Customer Obligallores. 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 teefdown and internal impel major overhaul, restoration 01 refurbishing Of the Covered Equipment. unless expressly sated in the Scope Of Services Statement Company is not performing any manufacturer rec immerWed Wardown and immoral inspection, major overhaul, restoration m refurbishing Of the Covered Equipment; and (c) Where applicable, unless wear 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 liming from, any of to following: (a) Any guarantee of room conditions or system performance: (D) 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-mainailable parts of the system, inducing, but not groped 10, storage tanks; pressure vessels, shells, (ails, tubes, housings, castings. Casings, drain pars, panels, duct work; piping: hydraulic, hydromic, pmeumabc, gasr or refrigerant insulation; pipe coverirng: reraclory material; fuses. unit cebmats; electrical wi ing; ductwork or conduit; electrical distribution system; hydronk structural supports and similar Items; the appearance of deaxalive Using or rabirea; damage sustained by Other equipment or systems; aro/or any ailure, misadjustment or design deficiences in other equipment or systems; (c) Damage, repairs Or replacement of Pains 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 lie ailum water damage, improper operation, uroutfonzed afleration of equipment. accident. acts or onissions of Customer or others, damage due to freebng "ether, calamity, malicious ao. Or any Event of Force Majeure: (d) Any damage Or malfunclion restating from vibration, electrolytic action, freezing. Contamination, corrosion, erosion. or caused by SUIe or sludge on iniemal tubes except where water treatment protection services are provided by Company es Pan of this Agreement; (e) Furnishing any Mems of equipment. maanal, or abortabour. or performing Special tests recommended or required by Insurance companies Or federal, slate. or local governments; (1) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (9) Building access or alteration that might be necessary to repair or repinee Customers existing equipment; (h) The normal function of S mn9 and slopping equipment or the opening and closing of valves, dampers or regulators normally installed to protect equipment against damage; (1) Valves that are no factory mounted: balance stop, control, and other valves external to the device unless specifically included in The Agreement; (j) Any responsibility for design Or redesign of the system or the Covered Equipment, obsolescence, safety tests. or removal or reinstallation of Valve bodies and dampers; (k) Any services. claims, or damages arising out of Customers failure to comply with its oligatbm under this Agreement; (1) Failure of Customer to loflow, manufacturer recommendations concerning eardown and internal inspection, overhaul and refuro shmg of equipment. (m) Any claims, damages, losses, or expenses, arising from W related to conditions that existed in, on, or upon Me premises before the effective date Of this Agreement ('Pre -Existing Conditions'). including, without ^2016 Trane All right= reserved Confidential and proprietary information of Trane U.S. Inc Page 13 of 17 rRANE auycvyne, A nVA r1 r4GE' limitation, damages, losses, or expenses involving preexisting building envelope issues, mechanical issues, plumbing issues, and/or indoor all quality issues involving mond/mould and/or fungi: (n) Replacement of reagerant is excluded. unless replacement of mfngeram 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 Staled in the Services; (0) mane 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: (it) 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. 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 "Hier of the date of equipment sun -up or replacement; and (b) the laboolabour Portion of the Maintenance Services and Additional Work has been property performed for a period of 90 days from date of completion (the 'Limited Warranty)Com. Company pay obligations sUrt-up. it any are stated in the Proposal. am c0terineus with the Limited Warramy period. Defects must be reported to wbNn the Limited Warranty period. Company's obligation under the Limited Warranty is limited to repainthp a replacing the defective pan at Its option and to correcting any labonlabour improperly performed by Company . No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have Ogen 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 maltunction of equipment due to the following: wear and tear; end of life failure: corrosion; erosion; deterioration; Customers failure to follow the Company -provided maintenance plan; unauthorized or improper maintenance; unauthorized Or improper pans 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 shaft not apply to those components and any warranty of such components shall be the warranty given by such component supplier. Notwilhsanding the foregoing, all warremifis Provided herein terminate upon lamination or cancellation of this Agreement. Equipment, material and/or pans that are not manufactured by Company are hot 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 ANDIOR 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 KINO. 10. Indemnity. To the maximum extent permitted by law. Company and Customer shall indemnity end hold harmless each other from any and all claims. m actions. costs, expenses, damages and liabilities, including reasonable ateeys' fees, resulting from death or bodily injury of damage to real or personal Property. M the extent caused by the negligence o misconduct of the indemnifying party, anchor its respective employees or other aulhOnzetl agents in connection with their activates wshin the Scrape of RNs Agreement. Neither party Shall indemnify the other against claims. damages, expenses, or liabilities t0 the extent albibulable to the acts or omissions of the other party or third parties. If the parties are both at fault the Obligation M indemnify shall be proportional to their relative fault The duly to indemnify and hod harmss will continue in NII form and effect. notwithstanding the expiration or eady lamination Of this Agreement, with respect to any claims based on facts or conditions that occurred prior 10 expiration or termination of this Agreement. It. Limitation of Liability. NOTWRNSTANDING 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 LIABILMY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SMALL 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, apatemem, cleanup, cormi, disposal, removal or other work connected with asbestos polychlorinated biphenyl ('PCS'), or oder hazardous mammals (collectively. -Hazardous Materials,) Customer warrants and represents that tare 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 swam of or suspect the presence of Hazardous Laterals. Company may immediately stop work in the affected area and nobly Customer . Cuslmer will be responsible for cenma kng the condition h accordance with all applicable laws and regulations. Customer Shan be exclusively responsible for antl shall indemnify and hod harass Company (including its employees, agents and subcontractors) from and against any loss. claim, (ability, 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 reneened 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 ter of this Agreement wild limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Lability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Satulory Limits If Customer has requested to be named as an additional inured under Company's insurance policy, Company wit do ad but only subject ho Company's manuscript additional inured endorsement under its primary Commercial General Lability policies. In nO event does Company or its insurer waive rights of subrogation. 14. Force Majeure. Company's duty W perform under this Agreement is contingent upon the noneccunence of an Event Of Force Majeure. If Company is unable to tarty out any malenal obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Comparly s emcpon (i) remsin in effect but Company s obligations shall be suspended unfit the uncontrollable event terminates or I) be terminated upon 10 daysnotice to Customer, in which event Customer shat pay Company for all parts Of the Services furnished to the dale Of urination. 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 ams IN God, xM Of lerronsm, war or the public enemy, 0004 earthquake; lightning; lomado; stone; fire; civil disobedience; pandemic: insurrection: rats', laboraabour disputes; abonlabour or material shortages from the usual Sources Of supPly; Sabotage; restraint by mud Order a public authority (whether valid or invalid), and action or noo-acbon by or inability to Obtain or keep in flee the necessary governmental sumonzatron, peens, licenses, certificates or approvals if nm Caused by Company; and the requirements of any applicable government in any manner that diverts ether the material or the finished product to the direct or indirect benefit of the govemmenl. 15. Maintenance Services Other Than Solely Scheduled Service. I 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 COSI Prior to Company being obligated to perform hereunder. (b) any Charges, adjustments, service Or repairs made to the Equipment by any party other than Company, unless approved by Company in ?'2016 Trane All rights reserved Confidential and proprietary information of Trane U.S Inc. ���-- page 14 of 17 rR"E BU/LD/y7G A0vA/i7A(;t writing, may, at Company's option, terminate Company's Obligation W render further service W the Equipment so attracted; in such case no refund of any portion of the Service Fears shall be made: and (c) Customer shall (i) promptly notify COMPany Of any unusual performance of Equipment; (it) permit omy Company Personnel to repair or adjust Equipment and/or controls oaring the Tenn or a Renewal Term; and (iii) utilize qualified Personnel to property operate the Equipment in accordance with the applicable operating manuals and recommended procedures. 16. Remote Connectivity. Customer grants m Company the right to remotely connect (via phone modem, internal 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 operefional assessments and recommendations, Elacbonlc Monitoring. Any electronic monitoring Company performs is undertaken solely lo enable Company to collect the data and pedonm any analysis included In Company's Services. Customer agrees Met Company is not IiaNe for inability to perform and/or losses that may occur in cases of malfunction Of hOnfur i ening of communications equipment, HVAC and other equipment, the energy management system, failure to identify equipment or system performance issues, failure [ recommend cWhainve action, or otherwise related to five monmonng of Customer's equipment and building systems. Data Collectetl. Customer hereby grants to Company the inevocebleDried upon any, perpetual, nonexclusive, worldwide, royaay-tree nght and license w use, reproduce, display. distribute internally o externally and prepare derivative works such data Company collects from Customer. Company shall not use or publish such data in any way that identifies Customer as the source k that data without Customers prior written consent The data Company will collect from Customer will not include any personal or individ" Information. Upon C that da s written request, Company will endeavor 10 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 Blore Customer's dingdata for up l0 18 months. Company cannot guarantee the availability of the data. Data Privacy and SeeJery. Company has implemented various security measures for the purpose of protadMg Customers data against accidental or unlawful access, unauthorized disclosure, loss. destruction, and alteration. Customer is responsible for maintaining the confdembaky, of Customers user name(s) and passwom(s). Customer is responsible for all uses of Customers pauword(s), whether or hot authorized by Customer. Customer must inform Company immediately of any unauthorized use of Customers user name(s) or passworo(fif Transmission of "to over the Internet by its returns entails the use of systems under the control of third parties, and as a result Company cannot ensure total control of the security of Burn 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 Imerno restrc[ Company from offering any guarantee of Me privacy Or confidentiality of information mofing to Customer passing over the Internet In gaining access via Me Internet, Customer also acknowledges and accepts that electronic communicafion may tel be free from interference by unauthorized persons and may not remain confidential. Customer therefore accepts that access and storage of data is at Customers own n6k. 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 Customers iMomahon to third parties for Meir marketing purposes, but COMPany does use third party software and services to ass[l Company with collecting and analyzing Information Company may also disclose Customers information a required to do as by law, in which case, Company would inform Customer of such disclosure. 17. General. Except as provided below, to the maximum axiom provided by law, Iris 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 shah be decided by litigation in a court of competent Jurisdiction located in the state or province In which the Services are performed. To the exlem the premises are owned and/or operated by any agency of the United Stales Federal Government, determination of any substantive issue of law shall be according to the United States Federal common IS. of Government contracts as enunciated and appiled by United States Federal judicial bodies and boards of contract appeals W the United Sees Federal Government This Agreement contains all of the agreements, mimsentabons and understandings of the parties and supersedes all previous understandings. commitments Or agreements, Wal or writer, related to Me Services. If any tern or condition of MIS Agreement is invald, illegal or incapable of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full torte and effect aS ting as the economic or legal substance of the transaction contemplated hereby is rot affected in a manner adverse to any party hereto. Customer may no assign, transfer, or convey Mis Agreement. or any Part hereof, wilhout the written consent of Company. Subject to the foregoing, this Agreement shall bind and inue to the behalf( of the parties hensto and their permitted Successors and assigns. This Agreement may be executed in seve al counterparts, each of which when executed shall be deemed W be an Original, but all together shall consfilule but one and the Same Agreement. A fully executed facsimile copy hereof of Ma several counterparts shall sul ice as an original. Customer may rot assign, transfer, or convey this Agreement or any pan hereof, or its right. tine or interest herein, without the written consent of Company. Subject to the foregoing, this Agreement Shall be binding upon and inure W the benefit of the panes 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 l 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Pan 60-741; and 38 USC. Section 4212 and the applicable regulations contained in 41 C.F,R. Pan 60-250 Executive order 13496 and Section 29 CFR 471, appendu A to subpart A. regarding Me notice of employee rights in the United States and with Canadian Charter of Rights and Freedoms Schedule 8 to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Pmvineial Human Rights Codes and employment law in Canada. 19. U.S. Government Services. The following provision applies Dory to direct sales by Company to the US Govemmern. The Parties acknowledge that an items or Services Ordered and delivered under this Agreement are Commercial Items as defined under Pan 12 of the Federal Acquisition RegUation (FAR). In particular. Company sprees particular. bound only by those Federal contracting pauses that appy to'canmercial- suppliers and that are contained in FAR 52.212- 5(ext). Company compties with 522194or 52.219.9 in its service and installation contracting business The following prodslon applies only to Indirect sales by Company to the US Goremm@nt. 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. Govemmenl contract, Customer carli6es that it has provided and will provide currant, accurate, and compete information, representations and certifications to all government officials, including but net limned to the contracting officer and officials of the Small Business Administration, on all matters related t0 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 o concumem with the execution thereof, Including but not limited to any communications related to Customers ownership, eligibility or performance of the prime contract. Customer will obtain written authodzation and approval from Company prior m providing any govemmem official any information about Company's performance of the Services trot are Me subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 20. Limited Weber of Sovereign immunity. If Customer is an Indian tribe (in the U.S.) Or a First Nation Or Band Council (in Canada), Customer, whether King 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 ante out of the furnishing by Company of any product on service under this Agreement, whether Such Action is based in contra0. Imt, strict liability, civil liability or any other ["a] theory; (2) agrees that Jurisdiction and venue lot any such Action Shan be proper am valid (a) ff Customer is in t e U.S., in any sate or UnIMd States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canoe, 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 Acton arising out of o related a this Agreement: and (5) expressly acknowledges and agrees that Company is no subject to the Jurisdiction of Customers adow court or any similar tribal forum, Inst Customer will not bring any Schon against Company in tribal court. and that Customer will not avail Itself of any ruling or dimceon of the tribal court permitting of omling it to suspend its payment or other obligations under this Agreement The individual vgmng on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver antl enter into this Agreement and Thal this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. 1.26.130-7 (0415) SuPerssdes 1-26.130-7 (1114) '<2016 Trane All rights reserved Confidential and proprietary information of Trane U S Inc. - - page 15 Df 1717' 0' iRANE surt®rnc 4 DVAf?T AIiE CORRESPONDENCE Customer Information: Name and Title Billing Information Accounts Payable C TBD TBD Company: Address City, State Zip Phone No: Fax No: E -Mail Service By The Manufacturer TRANE 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 'DM7G Trane. All rights reserved Contidentiai and proprietary information of Trane U S Inc Page 16 of 17 it ANE ®urcofna AVV4MArk Appendix A Trane Chicago Service Labor Rates Trane Chicago Labor rates for 9/1/21016 through 8/31/2017. Labor Time and Material Description Contract Rates Regular Time Contract Rates Overtime Contract Rates Double time Non- Contract Rates Regular time Non- Contract Rates Overtime Non - Contract Rates Double time CenTraVacs, Absorbers, Equipment Water and Air $174.00 $261.00 $348.00 $195.00 $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. c20113 Trane All rights reserved Confidential and proprietary Information of Trane U S Inc Page 17 of 17