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HomeMy WebLinkAbout24-0110 Trane - Riverside a4-oil0 T January 10, 2024 Agenda Bid Item: #4 — OMNIA/US Communities Cooperative, Dehumidification Equipment Replacement at the Leo Nelson Riverside Water Treatment Plan ($729,740) PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 10th day of January , 2024, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Trane U.S. Inc., an Illinois corporation, (hereinafter referred to as "Trane" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase, and Trane shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This agreement shall be subject to the price, terms and conditions contained herein; as provided by Attachment A; and as provided by a joint purchase agreement through Omnia Partners Cooperative Contract ID: Trane Racine #3341, incorporated herein by reference(hereinafter referred to as the "JPA"). 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this agreement and either Attachment A or the JPA, or any portion thereof, the terms and provisions of this agreement shall supersede and control. In the event of a conflict between Attachment A and the JPA, Attachment A shall supersede and control. In the event of any conflict between the provisions contained in the body of this Agreement and any attachments hereto, the body of this Agreement shall supersede and control. Notwithstanding anything to the contrary provided for herein, Trane shall add the City of Elgin as an additional insured under Trane's insurance policy. 4. LAWNENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Trane hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Trane agrees that service by first class U.S. mail to Trane U.S. Inc., 7100 South Madison, Willowbrook, Illinois 60527-5505 shall constitute effective service. Both parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 6. MERGER. This agreement embodies the whole agreement of the parties regarding the subject matter hereof. There are no promises, terms, conditions or obligations other than those contained herein regarding the subject matter hereof, and this agreement shall supersede, supplant and replace all previous communications, representations or agreements, either verbal, written or implied between the parties hereto regarding the subject matter hereof. 7. INTEREST. Trane hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et .seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this agreement. 8. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. 9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Trane shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Trane hereby certifies, represents and warrants to the City that all of Trane's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Trane shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Trane to determine Trane's compliance with the provisions of this section. In the event the City proceeds with such an audit, Trane shall make available to the City Trane's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 10. COUNTERPARTS AND EXECUTION. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be treated in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by facsimile machine, email, or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. 11. PAYMENT. City shall pay the total sum of Seven Hundred Twenty-Nine Thousand Seven Hundred Forty Dollars ($729,740) within thirty (30) days of delivery and any other full performance, or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all applicable freight, shipping and taxes. City is a tax-exempt governmental body. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of any applicable goods. All transportation and delivery shall be at Trane's sole expense. 14. INDEMNIFICATION. To the fullest extent permitted by law, Trane shall indemnify, defend and hold harmless the City, its officers, employees, boards and commissions, from and against any and all claims, suits,judgments, costs, attorney's fees, damages or any and all other 2 relief or liability arising out of or resulting from or through or alleged to arise out of any acts or negligent acts or omissions of Trane or Trane's officers, employees, agents or subcontractors in the performance of this agreement, including but not limited to, all goods delivered or services or work performed hereunder. In the event of any action against the City, its officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's choosing. 15. WARRANTY. All applicable warranties, including but not limited to any and all applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for a particular purpose, are included as part of this Agreement, and shall apply to all goods, accessories,components, and services to the benefit of the City. 16. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the Parties hereto. 17. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 18. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the Seller arising out of this Agreement must be filed within one year of the date the alleged cause of action arose or the same will be time-barred. 19. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 20. PREVAILING WAGE. This Agreement calls for the construction of a "public work" within the meaning of the Illinois Prevailing Wage Act, 820 ILCS 130/.01, et seq., as amended. The Prevailing Wage Act requires contractors and subcontractors to pay laborers, workers, and mechanics performing services on public works projects no less than the current "prevailing rate of wages" (hourly cash wages plus amount for fringe benefits) in the county where the work is performed. The Illinois Department of Labor publishes the prevailing wage rates on its website at http://labor.illinois.gov/. The Illinois Department of Labor revises the prevailing wage rates and the contractor/subcontractor has an obligation to check the Illinois Department of Labor's website for revisions to prevailing wage rates. For information regarding current prevailing wage rates, please refer to the Illinois Department of Labor's website. All contractors and subcontractors rendering services under this Agreement must comply with all requirements of the Prevailing Wage Act, including but not limited to, all wage requirements and notice and record keeping duties. 21. NONDISCRIMINATION. The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status, sexual orientation, or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. The Seller will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any subcontractor to submit to the City a written commitment to comply with those provisions. 3 The Seller will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants, prospective job applicants, and subcontractors. The person signing this agreement certifies that s/he has been authorized by the Seller to commit the Seller contractual and has been authorized to execute this agreement on its behalf. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. TRANE U.S. INC CITY OF ELGIN Theodore L. Mutzner c- ���L/ il Print Name Richard G. Kozal, City ana_•r eme"),..) Signature ATTEST Contract Manager Pb‘e64 Title ity Clerk Legal Dept\Agreement\Trane U.S.Inc-Purchase Agreement-Air Handling and Dehumid-12-I5-23.docx NOTE: Subject to the Omnia-Racine County Contract#3341 and Trane's Terms and Conditions as referenced in Trane Proposal dated 12/05/2023. 4 ATTACHMENT A f ELGIN TNF CRY IN TII/ SIIRl1ARG Trane® Turnkey Contracting 400, - , Leo Nelson Riverside Water Treatment Plant Air Handling & Dehumidification Unit Replacements Proposal Prepared For: • Rich Hoke — Building Maintenance Superintendent Date: Payment Terms: December 51', 2023 Net 30 Delivery Terms: Freight Allowed and Prepaid — F.O.B Destination OMNIA Partners Cooperative Quote Number: R1-30-10003-23-005 OMNIA Partners Cooperative Contract ID: Trane Racine #3341 1 ?AN : •1 C....O.O G 1 S 4111k vo- TRANS Proposal:City of Elgin-Riverside AHU & Dehumidification Units Replacement Trane® Turnkey Engineered & Contracted Scope of Work "Scope of Work"and notations within are based on the existing as-built drawings of the facility and site surveys performed by the Trane Turnkey team with the City of Elgin's staffs assistance and input. Replace aged Air Handling Unit, two (2) Industrial Dehumidifiers, gas piping installation, AHU ductwork, Dehumidifier ductwork, and associated Electrical. Existing Removals/Demolition • Removal and disposal of existing dehumidifiers (Qty 2) • Tag R4-DHM-01 • Tag R3-DHMN-01-400 • Removal and disposal of existing Air Handling Unit • Tag R4-AHU-01 • Removal and disposal of all required existing gas lines, piping, and ductwork • Existing concrete pads to remain • Louvers to remain be reused • All electrical disconnects, demo make-safe Proposed Improvements, Furnish & Install New Qty 1 - New Trane® Performance Climate Changer Air Handling Unit • Manufactured in USA • 5-Year Parts and Labor Warranty Qty 2 - New Bry-Air Model VFB-18-G-2000 Custom Dehumidification Units • Warranty 12-months from startup or 18-months from shipment, whichever first • Units to be broken down for shipment to accommodate site logistics(reviewed by Trane) • All required cranes, cartage, hoisting and work-planning for safe removal and installation (existing access & site logistics reviewed by Trane). • Mechanical Installation o Set/install new Air Handling Unit o Set/install new Dehumidifiers (Qty 2) o Move/reset existing AHU for R3-DHMN-01-400 to allow for installation/access o Piping/connections to Air Handling Unit o Piping/connections to Dehumidifiers o New Gas Piping and connections o Ductwork for AHU o Regen Ductwork for Dehumidifiers o Return Air/Supply Air Ductwork for Dehumidifiers • Electrical Installation o Power to new AHU o Power to new Dehumidifiers o Reuse existing breakers. Install new fused disconnect for DH-2 with proper fuse sizes o Control wiring • Controls tie-in to existing system (to sc+BAS system upgrade separate and concurrent from this project) • Certified Manufacturer Start-up • Testing & Balancing • Final Commissioning of both Systems Tranea Commercial HVAC,Upper Midwest Region 7100 S.Madison Street Willowbrook.IL 60527 United States Tel(888)770-6469 2 TRANS Proposal:City of Elgin—Riverside AHU& Dehumidification Units Replacement Trane® Turnkey Inclusions: Trane Turnkey Project Manager, single point of contact for City of Elgin • Temporary storage of equipment/materials offsite by Trane, delivered to site at time of installation. Minimum disruption to normal facility operations. • Mechanical and Electrical Engineering as needed Structural Engineering y All required Installation/Subcontracting Design Drawings provided to owner i Maximum ComEd Rebate Evaluation. Trane will facilitate ComEd application process. Exclusions: • Permits costs/fees (Trane will provide owner support& engineering docs for ROE permit process) • Taxes • Performance & Payment Bonds • Asbestos abatement • Premium time(beyond necessary off-peak hour crane lifts) • Upgrading existing non-compliant code issues outside of our Scope of Work • Temporary services • Any other services not explicitly outlined within this summary Trane®Commercial HVAC,Upper Midwest Region 7100 S.Madison Street Willowbrook,IL 60527 United States Tel(888)770-6469 3 :;.= TRANE Proposal:City of Elgin—Riverside AHU& Dehumidification Units Replacement Trane® Turnkey Base Proposal Price $729,740 Base Proposal Price Accepted (check box or initial) — LL j Alternate Scope Adder — Replace AHU #R3-AHU-01-400: All Equipment, Materials, and Labor to provide New Air Handling Unit for R3 Zone: • Removal and disposal of existing Air Handling Unit R3-AHU-01-400 (works alongside Dehumidification Unit R3-DHMN-01-400). • Qty 1 - New Trane® Performance Climate Changer Air Handling Unit ■ 5-Year Parts and Labor Warranty • All required mechanical, electrical, controls, testing & balancing, startup, commissioning • Alternate New AHU R3-AHU-01 Price Adder $68,690 Trane® Turnkey Proposal Price w/ Alternate $798,430 Proposal with Alternate Adder Price Accepted (check box or initial)— We value our partnership with the City of Elgin and look forward to working together on this project. Tim Reynolds Account Executive TraneG Turnkey Contracting 312.771.7436 cell Timothy.Reynolds@trane.com Acceptance of Proposal By Name Title Date Signature Purchase Order#: I OMNIA Partners Cooperative Quote Number: R1-30-10003-23-005 Trane®Commercial HVAC,Upper Midwest Region 7100 S.Madison Street Willowbrook.IL 60527 United States Tel(888)770-6469 4 COVID-19 NATIONAL EMERGENCY CLAUSE The parties agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid-19 pandemic ("Covid-19 Pandemic"). With the continued existence of Covid-19 Pandemic and the evolving guidelines and executive orders, it is difficult to determine the impact of the Covid-19 Pandemic on Trane's performance under this Agreement. Consequently, the parties agree as follows: 1. Each party shall use commercially reasonable efforts to perform its obligations under the Agreement and to meet the schedule and completion dates, subject to provisions below; 2. Each party will abide by any federal, state (U.S.), provincial (Canada) or local orders, directives, or advisories regarding the Covid-19 Pandemic with respect to its performance of its obligations under this Agreement and each shall have the sole discretion in determining the appropriate and responsible actions such party shall undertake to so abide or to safeguard its employees, subcontractors, agents and suppliers; 3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding its obligations as the Covid-19 Pandemic situation evolves; and 4. If Trane's performance is delayed or suspended as a result of the Covid-19 Pandemic, Trane shall be entitled to an equitable reasonable adjustment to the project schedule by change order in City's sole discretion. This proposal is subject to your acceptance of the attached Trane terms and conditions. 02017 Trane 1 TERMS AND CONDITIONS—COMMERCIAL INSTALLATION "Company"shall mean Trane U.S.Inc. 1. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S.shall be made as follows:FOB Destination.Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery of such to Customer destination at Customer's facility. 2. Pricing and Taxes. Unless otherwise noted,the price in the Proposal includes standard ground transportation and,if required by law,all sales, consumer,use and similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Company acknowledges Customer's tax-exempt status.Equipment sold on an uninstalled basis and any taxable labor/labour include sales tax and taxes will not be added. Within thirty(30)days following the date of this agreement,Customer shall provide notification of release for immediate production at Company's factory. If such release is not received within 6 months after date of order receipt,Company reserves the right to cancel any order. 3 Exclusions from Work. Company's obligation is limited to the Work as defined and does not include any modifications to the Work site under the Americans With Disabilities Act or any other law or building code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work without a written change order signed by Customer and Company. 4. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company performs the Work. Company may refuse to perform any Work where working conditions could unreasonably endanger property or put at risk the safety of persons. Unless otherwise agreed to by Customer and Company,at Customer's expense and before the Work begins, Customer will provide any necessary access platforms,catwalks to safely perform the Work in compliance with OSHA or state industrial safety regulations. 5. Payment. Company may invoice Customer for all equipment or material furnished,whether delivered to the installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be withheld from any payments except as expressly agreed in writing by Company, in which case retention shall be reduced per the contract documents and released no later than the date of substantial completion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If requested,Company will provide appropriate lien waivers upon receipt of payment. Customer shall keep the equipment free of all taxes and encumbrances,shall not remove the equipment from its original installation point and shall not assign or transfer any interest in the equipment until all payments due Company have been made. 6. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representative of Company,all dates provided by Company or its representatives for commencement,progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated dates, Company shall not be responsible for any damages for its failure to do so. Delivery dates are approximate and not guaranteed.Company will use commercially reasonable efforts to deliver the Equipment on or before the estimated delivery date, will notify Customer if the estimated delivery dates cannot be honored,and will deliver the Equipment and services as soon as practicable thereafter.In no event will Company be liable for any damages or expenses caused to Customer by delays in delivery beyond Company's control. 7. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours,or such other hours as may be requested by Company and acceptable to the Work site'owner or tenant for the performance of the Work, including sufficient areas for staging, mobilization,and storage. Company's access to correct any emergency condition shall not be restricted.Customer grants to Company the right to remotely connect(via phone modem,internet or other agreed upon means)to Customer's building automation system(BAS)and or HVAC equipment to view,extract,or otherwise collect and retain data from the BAS,HVAC equipment,or other building systems,and to diagnose and remotely make repairs at Customer's request. 8. Completion. Notwithstanding any other term or condition herein,when Company informs Customer that the Work has been completed,Customer shall inspect the Work in the presence of Company's representative,and Customer shall either(a)accept the Work in its entirety in writing,or(b)accept the Work in part and specifically identify,in writing,any exception items. Customer agrees to re-inspect any and all excepted items as soon as Company informs Customer that all such excepted items have been completed. The initial acceptance inspection shall take place within ten(10)days from the date when Company informs Customer that the Work has been completed. Any subsequent re-inspection of excepted items shall take place within five (5)days from the date when Company informs Customer that the excepted items have been completed. Customer's failure to cooperate and complete any of said inspections within the required time limits shall constitute complete acceptance of the Work as of ten(10)days from date when Company informs Customer that the Work,or the excepted items,if applicable,has/have been completed. 9. Permits and Governmental Fees. Company shall secure and pay for building and other permits and governmental fees,licenses,and inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received, negotiations thereon concluded,or the effective date of a relevant Change Order,whichever is later. ©2017 Trane 2 10. Utilities During Construction. Customer shall provide without charge to Company all water,heat.and utilities required for performance of the Work at Customer's facilities. 11. Concealed or Unknown Conditions. In the performance of the Work,if Company encounters conditions at the Work site that are(i)subsurface or otherwise concealed physical conditions that differ materially from those indicated on drawings expressly incorporated herein or(ii)unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work.Company shall notify Customer of such conditions promptly.prior to significantly disturbing same. If such conditions differ materially and cause an increase in Company's cost of,or time required for.performance of any part of the Work,Company may request by Change Order an equitable adjustment in the Contract Price,contract time,or both. 12. Pre-Existing Conditions. Company is not liable for any claims,damages.losses,or expenses,arising from or related to conditions that existed in. on.or upon the Work site before the Commencement Date of this Agreement("Pre-Existing Conditions").including,without limitation.damages,losses. or expenses involving Pre-Existing Conditions of building envelope issues,mechanical issues,plumbing issues,and/or indoor air quality issues involving mold/mould and/or fungi. Company also is not liable for any claims,damages,losses,or expenses,arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. 13. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any identification. abatement,cleanup,control,disposal,removal or other work connected with asbestos.polychlorinated biphenyl("PCB").or other hazardous materials (hereinafter,collectively,"Hazardous Materials"). Customer warrants and represents that,except as set forth in a writing signed by Company,there are no Hazardous Materials on the Work site that will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company will be performing the Work. Should Company become aware of or suspect the presence of Hazardous Materials.Company may immediately stop work in the affected area and shall notify Customer. Customer will be exclusively responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations.Company shall be required to resume performance of the Work in the affected area only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any governmental agency,or examine the Work site for the presence of Hazardous Materials. 14. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure,this Agreement shall at Company's election (i)remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or(ii)be terminated upon 10 days'notice to Customer,in which event Customer shall pay Company for all parts of the Work furnished to the date of termination. An"Event of Force Majeure"shall mean any cause or event beyond the control of Company. Without limiting the foregoing,"Event of Force Majeure*includes:acts of God:acts of terrorism. war or the public enemy:flood:earthquake:tornado;storm;fire;civil disobedience;pandemic insurrections:riots:labor/labour disputes;labor/labour or material shortages;sabotage:restraint by court order or public authority(whether valid or invalid),and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations,permits,licenses,certificates or approvals if not caused by Company;and the requirements of any applicable government other than Customer in any manner that diverts either the material or the finished product to the direct or indirect benefit of such government. 15. Customer's Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right,without an election of remedies,to terminate this Agreement or suspend performance by delivery of written notice:(1)Any failure by Customer to pay amounts when due;or(2)any general assignment by Customer for the benefit of its creditors,or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors,or makes or proposes to make any proposal or arrangement with creditors,or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets,or if a trustee.receiver,or similar person is appointed over any of the assets or interests of Customer;(3)Any representation or warranty furnished by Customer in this Agreement is false or misleading in any material respect when made;or(4)Any failure by Customer to perform or comply with any material provision of this Agreement.Customer shall be liable to Company for all Work furnished to date. 16. Indemnity. To the fullest extent permitted by law,Company shall indemnify.defend and hold harmless Customer from any and all claims.actions. costs,expenses,damages and liabilities,including reasonable attorneys'fees,resulting from death or bodily injury or damage to real or tangible personal property,to the extent caused by the negligence or misconduct of its 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. The duty to indemnify will continue in full force and effect,notwithstanding the expiration or early termination hereof,with respect to any claims based on facts or conditions that occurred prior to expiration or termination. ©2017 Trane 3 17. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION,LOST DATA,LOST REVENUE, LOST PROFITS,LOST DOLLAR SAVINGS,OR LOST ENERGY USE SAVINGS,INCLUDING CONTAMINANTS LIABILITIES,EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT,NEGLIGENCE, ANY OTHER TORT,WARRANTY,STRICT LIABILITY,OR PRODUCT LIABILITY). 18. CONTAMINANTS LIABILITY The transmission of COVID-19 may occur in a variety of ways and circumstances,many of the aspects of which are currently not known. HVAC systems. products.services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19.including through the air in closed environments. IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION,ACTION OR CLAIM. WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH), DAMAGE TO PROPERTY,OR ANY OTHER LIABILITIES,DAMAGES OR COSTS RELATED TO BIOLOGICAL CONTAMINANTS(INCLUCING THE SPREAD, TRANSMISSION, MITIGATION, ELIMINATION, OR CONTAMINATION THEREOF)(COLLECTIVELY, "CONTAMINANT LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANTS LIABILITIES. 19. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims, damages, Judgments and loss arising from infringement or alleged infringement of any United States patent by any of the goods manufactured by Company and delivered hereunder,provided that in the event of suit or threat of suit for patent infringement,Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against infringement by reason of Customer's design of the articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation,Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section,all parties concerned shall be entitled to be represented by counsel at their own expense. 20. Limited Warranty. Company warrants for a period of 12 months from the date of substantial completion("Warranty Period-)commercial equipment manufactured and installed by Company against failure due to defects in material and manufacture and that the labor/labour furnished is warranted to have been properly performed(the"Limited Warranty"). Trane equipment sold on an uninstalled basis is warranted in accordance with Company's standard warranty for supplied equipment.Product manufactured by Company that includes required startup and Is sold in North America will not be warranted by Company unless Company performs the product start-up.Substantial completion shall be the earlier of the date that the Work is sufficiently complete so that the Work can be utilized for its intended use or the date that Customer receives beneficial use of the Work. If such defect is discovered within the Warranty Period.Company will correct the defect or furnish replacement equipment(or.at its option,parts therefor)and,if said equipment was installed pursuant hereto,labor/labour associated with the replacement of parts or equipment not conforming to this Limited Warranty. Defects must be reported to Company within the Warranty Penod.Exclusions from this Limited Warranty include damage or failure arising from:wear and tear:corrosion,erosion,deterioration;Customer's failure to follow the Company-provided maintenance plan;refrigerant not supplied by Company; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant. Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement.No warranty liability whatsoever shall attach to Company until the Work has been paid for in full and then said liability shall be limited to the lesser of Company's cost to correct the defective Work and/or the purchase price of the equipment shown to be defective. Equipment.material and/or parts that are not manufactured by Company(-Third- Party Product(s)- are not warranted by Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S)AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD-PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES,CLAIMS,STATEMENTS,REPRESENTATIONS,OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES,WHETHER ORAL OR WRITTEN.THE WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,WHETHER IN CONTRACT OR IN NEGLIGENCE,EXPRESS OR IMPLIED,IN LAW OR IN FACT,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY .OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. ADDITIONALLY, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING PREVENTING, ELIMINATING,REDUCING OR INHIBITING ANY MOLD,FUNGUS,BACTERIA,VIRUS,MICROBIAL GROWTH,OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS)(COLLECTIVELY,"CONTAMINANTS"),WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT,ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION. REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN )2017 Trane 4 CONNECTION WITH ANY EQUIPMENT, THIRD-PARTY PRODUCT, OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. 21. Insurance. Company agrees to maintain the following insurance while the Work is being performed with limits not less than shown below and will. upon request from Customer.provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000.000 CSL Workers Compensation Statutory Limits Customer shall be named as an additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive its right of subrogation. 22.Commencement of Statutory Limitation Period.Except as to warranty claims,as may be applicable,any applicable statutes of limitation for acts or failures to act shall commence to run,and any alleged cause of action stemming therefrom shall be deemed to have accrued,in any and all events not later than the last date that Company or its subcontractors physically performed work on the project site. 23. 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. 1-26.251-10(1221) Supersedes 1-26.251-10(0821) ©2017 Trane 5