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HomeMy WebLinkAbout25-0924 Trane US Police as-09aq T ie 0c 1, September 24, 2025 Agenda Bid Item: #5 — Police Facility Electrical Room Cooling System — Joint Purchasing Program OMNIA ($121,826) PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 24th day of September 2025, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")and Trane U.S. Inc.,a Delaware Corporation,(hereinafter referred to as "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 Seller shall sell the goods and/or services to the City as described in the nine(9)page proposal dated August 21, 2025, attached hereto and made a part hereof as Attachment A,and as provided by Omnia Joint Purchasing Agreement Racine#3341, incorporated herein by reference(the"Omnia Agreement"). 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A,which is attached hereto and made a part hereof and by the Omnia Agreement. The order of precedence shall be resolved by paragraph 3. 3. CONFLICT. In the event of any conflict between any of the terms and provisions of this purchase agreement and Attachment A,the terms and provisions of this agreement shall supersede and control. In the event of any conflict between any of the terms and provisions of this purchase agreement and the Omnia Agreement, the terms and provisions of this agreement shall control. In the event of any conflict the terms and provisions of Attachment A and the Omnia Agreement, the terms and provisions of Attachment A shall supersede and control. 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. Seller 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 Seller agrees that service by first class U.S. mail to Illinois Corporation Service Company, 801 Adali Stevenson Drive, Springfield, IL 62703-4261 shall constitute effective service. The Parties hereto waive any rights to a jury. 5. NO MODIFICATION. There shall be no modification of this Agreement,except in a writing instrument executed by both Parties with the same formalities as the original Agreement. 6. MERGER. This Agreement embodies the whole Agreement of the Parties. There are no promises, terms, conditions or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations or Agreements, either verbal,written or implied between the Parties hereto. 7. INTEREST. Seller 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. PAYMENT. City shall pay the total of One Hundred Twenty-one Thousand Eight Hundred Twenty-six Dollars ($121,826.00) within thirty (30) days of delivery and 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. 10. DELIVERY. Seller, shall complete delivery of all goods and shall provide any and all services twelve(12)months from the date of execution. 11. 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. 12. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. 13. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to and shall indemnify, 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 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 Seller or Seller'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 and hold harmless, such action shall be defended by legal counsel of the City's choosing. 14. 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. 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. 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, Seller 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, nondiscrimination and legal status of employees. 17. 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 2 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. 18. 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. 19. 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. 20. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 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. 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 persons signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually 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. ('I LGIN Matthew Swenson f Print Name Richard G. Kozal, City Manager Attest: Signature Contract Analyst Title City Clerk Legal Dept\Agreement\Trane U S Inc-Purchase Agr-Police Facility Electrical Room Cooling System-9-I5-25.docx *NOTE: Subject to the Omnia- Racine County Contract# 3341 and Trane's Terms and Conditions as referenced in Trane Proposal dated 8/21/2025. Elgin Police Department Battery Room Addition R TRANE® TECHNOLOGIESA N Trane U.S. Inc. 7100 S Madison St Willowbrook, IL 60527 Phone: (630) 734-3200 August 21, 2025 Glen Dettman Site Address: 150 Dexter Ct 151 Douglas Ave Elgin, IL. 60120 Elgin, IL. 60120 Trane Turnkey Solutions OMNIA Racine #3341 Project Name: Battery Room Cooling Installation Trane is pleased to present our proposal to perform the following work on the equipment listed below at your facility. The services in this proposal will be performed using Trane's Exclusive Service Procedures to ensure you get full benefit of our extensive service experience, coupled with the distinct technical expertise of an HVAC equipment manufacturing leader. Our innovative procedures are environmentally and safety conscious while aligning expectation of work scope with providing efficient and productive delivery of services. Scope of Service: • Prejob site walk • Mobilize to site • Layout and install quantity 2 cassettes between electrical equipment accessible for service • Layout and install on stands quantity 2 condenser units along building • Core or use OA louver to get the line sets out of electrical room out to outdoor unit • Run quantity 2- 50' linesets w/hangers and necessary bends to get from evap to cond • Make final tie in to both evap and cond and pull a vac • Tie condensate into exisitng condensate main inside electrical room • Release charge from condenser and start up equipment • Install Qty 2 factory provided thermostats in customer preferred location • Clean up • Demobilize from site Included in our Line Voltage Proposal: 'Provide breakers,conduit, wire and disconnects for(2)CfUs 'Provide conduit and wire to interconnect(2)C/Us to their respective Indoor Cassettes Included in our Low Voltage Proposal: 'Provide Procon BAS communication for(2) Split Systems •Wire in (2)Space Temp sensors and condensation float alarm inputs •Wire in(2)Thermostats for Split units ©2025 Trane All Rights Reserved Page 1 of 6 Trane Service Quote Elgin Police Department Battery Room Addition Product Data - Ductless Split(P Series) Item: C1 Qty: 2 Tag(s): JV_P-1,JV_P-1-1 Standard Ship Cycle ODU. PUY,cooling only,24K BTU,R-454B IDU,3'x3' cassette,PLA,24K BTU,R-454B MPLS385812T-50-DB L-SET TWIN TUBE (INDIVIDUAL BOX) QSMS2401 M-24" SINGLE FAN STAND - MITSUBISHI COLOR WB-PA5-WIND BAFFLE WB-RE5-REAR WIND BAFFLE WB-SD5-SIDE WIND BAFFLE PAC-UKPRC001-CN-1 BACnet Modbus Interface for Indoor Unit(Field Installed) TAR-42MAAUB Deluxe Wired MA Controller 5 year parts and labor warranty Trane startup Clarifications: • This quote includes all cartage to transport new units to site and remove old units from site. • 5-year equipment manufacturer warranty. • Any existing electrical issues or corrections needed if any is not included in this proposal. • Any service not listed is not included, work will be performed during normal Trane business hours. • Any extra steps or procedures needed to be performed by Trane technicians as a result of COVID-19 are not included and may be billable. • No permits, city fees. or reengineering drawings are included in this proposal, labor& materials only. • Any safety training needed to be performed by Trane technicians is not included and will be extra. • Trane will not perform any work if working conditions could endanger or put at risk the safety of our employees or subcontractors. Price: $121,826.00 We are committed to providing you with solutions that make your buildings work better. When you work with Trane you get the full benefit of our global service experience coupled with the distinct technical expertise of a leading HVAC equipment manufacturer. We thank you for giving us an opportunity to quote on this service and hope we have a chance to work with you and your staff in the future. Sincerely, Jason Jellison Senior Account Executive Phone: 630-400-4283 ©2025 Trane All Rights Reserved Page 2 of 6 Trane Service Quote Elgin Police Department Battery Room Addition Customer Acceptance This proposal is valid 30 days from the proposal date and is subject to Customer's acceptance of the attached Trane Terms and Conditions Authorized Representative Printed Name Title Purchase Order Acceptance Date ©2025 Trane All Rights Reserved Page 3 of 6 Trane Service Quote Elgin Police Department Battery Room Addition Terms and Conditions — Quoted Service "Company"shall mean Trane U.S.Inc.. TERMS AND CONDITIONS—QUOTED SERVICE "Company"shall mean Trane U.S.Inc.. To obtain repair service within the scope of Services as defined. contact your local Trane District office identified on the first page of the Agreement by calling the telephone number stated on that page.That Trane District office is responsible for Company's performance of this Agreement. Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement. Company will be responsible for the cost of transporting a part requiring service. 1.Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement(the"Agreement") resulting from Company's proposal (the "Proposal") for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipment"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2.Connected Services. In addition to these terms and conditions,the Connected Services Terms of Service("Connected Services Terms"), available at https.//www.trane com/TraneConnectedServicesTerms,as updated from time to time. are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services,as defined in the Connected Services Terms. 3.Acceptance.The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent("Customer") delivered to Company within 30 days from the date of the Proposal.If Customer accepts the Proposal by placing an order,without the addition of any other terms and conditions of sale or any other modification,Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon the Company's acceptance or assent to terms and/or conditions other than those expressed herein,return of such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to provide Services in accordance with the Proposal. If Customer does not reject or object in writing to Company within 10 days. the Company's counteroffer will be deemed accepted. Customer's acceptance of the Services by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. In the case of a dispute, the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. This Agreement is subject to credit approval by Company. Upon disapproval of credit,Company may delay or suspend performance or. at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall be cancelled without any liability,other than Customer's obligation to pay for Services rendered by Company to the date of cancellation. 4. Cancellation by Customer Prior to Services; Refund. If Customer cancels this Agreement within (a)thirty (30)days of the date this Agreement was mailed to Customer or(b)twenty(20)days of the date this Agreement was delivered to Customer,if it was delivered at the time of sale,and no Services have been provided by Company under this Agreement,the Agreement will be void and Company will refund to Customer, or credit Customer's account. the full Service Fee of this Agreement that Customer paid to Company. if any. A ten percent (10%)penalty per month will be added to a refund that is due but is not paid or credited within forty-five(45)days after return of this Agreement to Company. Customer's right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. 5.Cancellation by Company.This Agreement may be cancelled by Company for any reason or no reason,upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder and Company will refund to Customer.or credit Customer's account,that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. 6.Services Fees and Taxes. Fees for the Services(the"Service Fee(s)")shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fee,Customer shall pay all taxes not legally required to be paid by Company or. alternatively, shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due. 7. Payment. Payment is due upon receipt of Company's invoice. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5%of the principal amount due at the end of each month. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 8.Customer 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 connection with 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 the Company for all Services furnished to date and all damages sustained by Company(including lost profit and overhead) 9. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances as of the time Company performs the Services. Company 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. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company.Customer must reimburse Company for services,repairs,and/or replacements performed by Company at Customer's request beyond the scope of Services or otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular,overtime,or holiday rates for labor/labour and prices for materials Prior to Company performing the additional services,repairs,and/or replacements,Customer may request a separate written quote stating the work to be performed and the price to be paid by Customer for the work. 10.Customer Obligations. Customer shall: (a) provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work: and (b) unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin. Customer will provide any necessary access platforms,catwalks to safely perform the Services in compliance with OSHA. state,or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. 11.Exclusions. Unless expressly included in the Proposal,the Services do not include.and Company shall not be responsible for or liable to the Customer for,any claims.losses.damages or expenses suffered by the Customer in any way connected with,relating to or arising from any of the following: (a)Any guarantee of room conditions or system performance; ©2025 Trane All Rights Reserved Page 4 of 6 Trane Service Quote Elgin Police Department Battery Room Addition (b)Inspection,operation,maintenance,repair.replacement or performance of work or services outside the Services, (c)Damage,repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure; (d)Any claims,damages,losses,or expenses,arising from or related to conditions that existed in,on.or upon the premises before the effective date of this Agreement ("Pre-Existing Conditions') including. without limitation, damages, losses. or expenses involving a Pre-Existing Condition of building envelope issues, mechanical issues, plumbing issues. and/or indoor air quality issues involving mold/mould, bacteria, microbial growth.fungi or other contaminates or airborne biological agents:and (e)Replacement of refrigerant is excluded.unless replacement of refrigerant is expressly stated as included with the Proposal. 12. Limited Warranty.Company warrants that:(a)the material manufactured by Company and provided to the Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement and(b)the labor/labour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion(the"Limited Warranty"). Company obligations of equipment start-up,if any are stated in the Proposal,are coterminous with the Limited Warranty period.Defects must be reported to Company within the Limited Warranty period.Company's obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labor/labour.No liability whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Limited Warranty include claims.losses. damages.and expenses in any way connected with,related to. or arising from failure or malfunction of equipment due to the following wear and tear: end of life failure: corrosion; erosion: deterioration; Customer's failure to follow the Company-provided maintenance plan: unauthorized or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Company;and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product Some components of Company equipment may be warranted directly from the component supplier,in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by the component supplier.Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment,material and/or parts that are not manufactured by Company("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 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 REMIDIES,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 USE OR FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND. EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. 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 CONNECTION WITH ANY EQUIPMENT, THIRD-PARTY PRODUCT, OR ANY COMPONENT THEREOF,SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO 13. Indemnity. To the maximum extent permitted by law. Company and Customer shall indemnify and hold harmless each other from any and all claims,actions,costs.expenses,damages and liabilities,including reasonable attorneys'fees,resulting from death or bodily injury or damage to real or personal property,to the extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims,damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault.the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect. notwithstanding the expiration or early termination of this Agreement. with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 14.Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), INCLUDING CONTAMINANTS LIABILITIES, OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON- PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES(WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD, 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. 15.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 CONTAMINANTS(INCLUCING THE SPREAD,TRANSMISSION MITIGATION,ELIMINATION,OR CONTAMINATION THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANT LIABILITIES. ©2025 Trane All Rights Reserved Page 5 of 6 Trane Service Quote Elgin Police Department Battery Room Addition 16.Asbestos and Hazardous Materials. The Services expressly exclude any identification.abatement,cleanup.control,disposal. removal or other work connected with asbestos or other hazardous materials(collectively, -Hazardous Materials'). 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 responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for any claims, liability, fees and penalties, 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 of the Services only when the affected area has been rendered harmless. 17.Insurance. Company agrees to maintain the following insurance during the term of the contract with limits not less than shown below and will,upon request from Customer.provide a Certificate of evidencing the following coverage: Commercial General Liability $2.000.000 per occurrence Automobile Liability $2,000.000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy.Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive its right of subrogation 18.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 ten(10)days notice to Customer,in which event Customer shall pay Company for all parts of the Services furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, "Event of Force Majeure-includes: acts of God: acts of terrorism. war or the public enemy: flood:earthquake:lightning. tornado: storm.fire;civil disobedience:pandemic insurrections;riots:labor disputes:labor or material shortages:sabotage:restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits,licenses.certificates or approvals if not caused by Company and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 19.General. Except as provided below,to the maximum extent provided by law,this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which the Services are performed without regard to choice of law principles which might otherwise call for the application of a different states or province's law. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued.To the extent the premises are owned and/or operated by any agency of the United States Federal Government,determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government.This Agreement contains all of the agreements. representations and understandings of the parties and supersedes all previous understandings,commitments or agreements.oral or written. related to the Services. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid. illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign,transfer, or convey this Agreement,or any part hereof, without the written consent of Company. Subject to the foregoing,this Agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original. but all together shalt constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. No modifications, additions or changes may be made to this Agreement except in a writing signed by Company. 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. 20. Equal Employment Opportunity/Affirmative Action Clause. Company is a United States 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:and 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. 21.U.S.Government Contracts. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement/Purchase Order are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR) In particular, Company agrees to be bound only by those Federal contracting clauses that apply to"commercial"suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business.The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26: 52.222-35; 52.222-36: 52.222-39; 52.247-64. If the Services are in connection with a U.S. government contract, Customer agrees and hereby certifies that it has provided and will provide current.accurate,and complete information,representations and certifications to all government officials. including but not limited to the contracting officer and officials of the Small Business Administration,on all matters related to the prime contract, including but not limited to all aspects of its ownership,eligibility, and performance.Anything herein notwithstanding,Company will have no obligations to Customer unless and until Customer provides Company with a true,correct and complete executed copy of the prime contract. Upon request.Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractors Customer's ownership.eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of this offer or agreement,other than the Proposal or this Agreement 22. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer,whether acting in its capacity as a government, governmental entity.a duly organized corporate entity or otherwise,for itself and for its agents.successors.and assigns: (1)hereby provides this limited waiver of its sovereign immunity as to any damages.claims.lawsuit, or cause of action(herein`Action-)brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement,whether such Action is based in contract,tort,strict liability.civil liability or any other legal theory: (2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a) if Customer is in the U.S.. in any state or United States court located in the state in which Company is performing this Agreement or(b)if Customer is in Canada,in the superior court of the province or territory in which the work was performed:(3)expressly consents to such Action,and waives any objection to jurisdiction or venue: (4)waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement:and(5)expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar ©2025 Trane All Rights Reserved Page 6 of 6 Trane Service Quote Elgin Police Department Battery Room Addition tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-1048(0821) Supersedes 1-10.48(0720) TERMS AND CONDITIONS-COMMERCIAL EQUIPMENT "Company"shall mean Trane U.S.Inc.for sales in the United States and Trane Canada ULC for sales in Canada. 1. Acceptance. These terms and conditions are an integral part of Company's offer and form the basis of any agreement(the"Agreement")resufting from Company's proposal (the "Proposal") for the sale of the described commercial equipment and any ancillary services (the "Equipment"). COMPANY'S TERMS AND CONDITIONS AND EQUIPMENT PRICES ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent(-Customer')delivered to Company within 15 days from the date of the Proposal.Prices in the Proposal are subject to change at any time upon notice to Customer.If Customer accepts the Proposal by placing an order.without the addition of any other terms and conditions of sale or any other modification,Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions If Customer's order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed herein,return of such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to provide Equipment in accordance with the Proposal and the Company's terms and conditions. If Customer does not reject or object in writing to Company within 10 days, Company's counteroffer will be deemed accepted Notwithstanding anything to the contrary herein, Customer's acceptance of the Equipment will in any event constitute an acceptance by Customer of Company's terms and conditions. This Agreement is subject to credit approval by Company Upon disapproval of credit,Company may delay or suspend performance or,at its option,renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall be cancelled without any liability 2. Connected Services. In addition to these terms and conditions,the Connected Services Terms of Service(-Connected Services Terms'),available at https://www.trane.com/TraneConnectedServicesTenns,as updated from time to time,are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services,as defined in the Connected Services Terms 3. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S.shall be made as follows:FOB Company's U.S.manufacturing facility or warehouse(full freight allowed).Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery of such to carrier at Company's U.S. manufacturing facility or warehouse. 4. Pricing and Taxes.,Within forty-five(45)days following Customer acceptance of the Proposal without addition of any other terms and conditions of sale or any modification,Customer shall provide notification of release for immediate production at Company's factory.Prices for Equipment are subject to change at any time prior to shipment to reflect any cost increases related to the manufacture,supply,and shipping of Equipment. This includes,but is not limited to,cost increases in raw materials,supplier components,labor,utilities,freight,logistics,wages and benefits,regulatory compliance,or any other event beyond Company's control. If shipment is delayed due to Customer's actions,Company may also charge Customer with storage fees. If a release is not received within 6 months following order acceptance,Company reserves the right to cancel any order Company shall be entitled to equitable adjustments in the contract price to reflect any cost increases as set forth above and will provide notice to Customer prior to the date for which the increased price is to be in effect for the applicable customer contract. In no event will prices be decreased. The price of Equipment does not include any present or future foreign,federal,state,or local property,license, privilege,sales,use,excise,value added,gross receipts or other like taxes or assessments Such amounts will be itemized separately to Customer,who will make prompt payment to Company Company will accept valid exemption documentation for such taxes and assessments from Customer,if applicable.All prices include packaging in accordance with Company's standard procedures. Charges for special packaging,crating or packing are the responsibility of Customer 6. Delivery and Delays. 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 by delays in delivery. 6. Performance. Company shall be obligated to furnish only the Equipment described in the Proposal and in submittal data(if such data is issued in connection with the order) Company may rely on the acceptance of the Proposal and submittal data as acceptance of the suitability of the Equipment for the particular project or location. Unless specifically stated in the Proposal,compliance with any local building codes or other laws or regulations relating to specifications or the location,use or operation of the Equipment is the sole responsibility of Customer If Equipment is tendered that does not fully comply with the provisions of this Agreement and Equipment is rejected by Customer.Company will have the right to cure within a reasonable time after notice thereof by substituting a conforming tender whether or not the time for performance has passed 7.Force Majeure. Company's duty to perform under this Agreement and the Equipment prices are contingent upon the non-occurrence of an Event of Force Majeure If the 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; IaborAabour or material shortages;sabotage;restraint by court order or public authority(whether valid or invalid);and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations,permits,licenses,certificates or approvals if not caused by Company;and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. 8. Limited Warranty. Company warrants the Equipment manufactured by Company for a period of the lesser of 12 months from initial start-up or 18 months from date of shipment,whichever is less,against failure due to defects in material and manufacture and that it has the capacities and ratings set forth in Company's catalogs and bulletins("Warranty") Equipment manufactured by Company that includes required start-up and sold In North America will not be warranted by Company unless Company performs the Equipment startup Exclusions from this Warranty include damage or failure arising from wear and tear,corrosion. erosion.deterioration,modifications made by others to the Equipment;repairs or alterations by a party other than Company that adversely affects the stability or reliability of the Equipment, vandalism, neglect accident, adverse weather or environmental conditions; abuse or improper use. improper installation. commissioning by a party other than Company;unusual physical or electrical or mechanical stress;operation with any accessory,equipment or part not specifically approved by Company,refngerant not suppled by Company;and/or lack of proper maintenance as recommended by Company.Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Company's obligations and liabilities under this Warranty are limited to furnishing replacement equipment or parts,at its option, FCA(Incoterms 2000)factory or warehouse(f.o.b.factory or warehouse for US domestic purposes)at Company-designated shipping point, freight-allowed to Company's warranty agent's stock location,for all non-conforming Company-manufactured Equipment(which have been returned by Customer to Company). Returns must have prior written approval by Company and are subject to restocking charge where applicable.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.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 CONNECTION WITH ANY EQUIPMENT,THIRD-PARTY PRODUCT,OR ANY COMPONENT THEREOF,SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. No warranty liability whatsoever shall attach to Company until Customer's complete order has been paid for in full and Company's liability under this Warranty shall be limited to the purchase price of the Equipment shown to be defective. Additional warranty protection is available on an extra-cost basis and must be in writing and agreed to by an authorized signatory of the Company EXCEPT FOR COMPANY'S WARRANTY EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT MAKE,AND HEREBY EXPRESSLY DISCLAIMS,ANY WARRANTIES,EXPRESS OR IMPLIED CONCERNING ITS PRODUCTS. ©2025 Trane All Rights Reserved Page 7 of 6 Trane Service Quote Elgin Police Department Battery Room Addition EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE,OR OTHERS THAT ARE ALLEGED TO ARISE FROM COURSE OF DEALING OR TRADE. 9. Indemnity. To the fullest extent permitted by law,Company and Customer shall indemnify,defend and hold harmless each other from any and all claims. actions,costs,expenses.damages and liabilities,including reasonable attorneys'fees,resulting from death or bodily injury or damage to real or personal property. to the extent caused by the negligence or misconduct of their respective employees or other authorized agents in connection with their activities within the scope of this Agreement Neither party shall indemnify the other against claims,damages.expenses or liabilities to the extent attributable to the acts or omissions of the other party.If the parties are both at fault,the obligation to indemnify shall be proportional to their relative fault.The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination hereof,with respect to any claims based on facts or conditions that occurred prior to expiration or termination. 10. Insurance. Upon request,Company will furnish evidence of its standard insurance coverage If Customer has requested to be named as an additional insured under Company's insurance policy.Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive any rights of subrogation 11. Customer 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.require payment prior to shipping,or suspend performance by delivery of wntten notice:(1)Any failure by Customer to pay amounts when due;(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 connection with 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 the Company for all Equipment furnished and all damages sustained by Company(including lost profit and overhead) 12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL.INDIRECT CONSEQUENTIAL.PUNITIVE, EXEMPLARY DAMAGES(INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS,BUSINESS INTERRUPTION,LOST DATA,LOST REVENUE,LOST PROFITS),OR 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. In no event will Company's liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement. 13. 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 CONTAMINANTS(INCLUCING THE SPREAD,TRANSMISSION,MITIGATION,ELIMINATION, OR CONTAMINATION THEREOF)(COLLECTIVELY,"CONTAMINANTS LIABILITIES")AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANTS LIABILITIES. 14. Nuclear Liability.In the event that the Equipment sold hereunder is to be used in a nuclear facility,Customer will,prior to such use,arrange for insurance or governmental indemnity protecting Company against all liability and hereby releases and agrees to indemnify Company and its suppliers for any nuclear damage, including loss of use.in any manner arising out of a nuclear incident,whether alleged to be due,in whole or in part to the negligence or otherwise of Company or its suppliers. 16. Intellectual Property;Patent Indemnity. Company retains all ownership,license and other rights to all patents,trademarks,copyrights,trade secrets and other intellectual property rights related to the Equipment,and, except for the right to use the Equipment sold. Customer obtains no nghts to use any such intellectual property.Company agrees to defend any suit or proceeding brought against Customer so far as such suit or proceeding is solely based upon a claim that the use of the Equipment provided by Company constitutes infringement of any patent of the United States of America,provided Company is promptly notified in writing and given authority,information and assistance for defense of same Company will,at its option,procure for Customer the right to continue to use said Equipment,or modify it so that it becomes non-infringing,or replace same with non-infringing Equipment,or to remove said Equipment and to refund the purchase price The foregoing will not be construed to include any Agreement by Company to accept any liability whatsoever in respect to patents for inventions including more than the Equipment furnished hereunder,or in respect of patents for methods and processes to be carried out with the aid of said Equipment.The provision of Equipment by Company does not convey any license,by implication,estoppel,or otherwise,under patent claims covering combinations of said Equipment with other devices or elements.The foregoing states the entire liabiity of Company with regard to patent infringement.Notwithstanding the provisions of this paragraph. Customer will hold Company harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Customer's designs or specifications or instructions 16. Cancellation. Equipment is specially manufactured in response to orders.An order placed with and accepted by Company cannot be delayed,canceled, suspended,or extended except with Company's written consent and upon written terms accepted by Company that will reimburse Company for and indemnify Company against loss and provide Company with a reasonable profit for its materials,time,labor,services, use of facilities and otherwise. Customer will be obligated to accept any Equipment shipped,tendered for delivery or delivered by Company pursuant to the order prior to any agreed delay,cancellation,suspension or extension of the order. Any attempt by Customer to unilaterally revoke,delay or suspend acceptance for any reason whatever after it has agreed to delivery of or accepted any shipment shall constitute a breach of this Agreement. For purposes of this paragraph,acceptance occurs by any waiver of inspection,use or possession of Equipment,payment of the invoice,or any indication of exclusive control exercised by Customer. 17. Invoicing and Payment. Unless otherwise agreed to in writing by Company,equipment shall be invoiced to Customer upon tender of delivery thereof to the tamer.Customer shall pay Company's invoices within net 30 days of shipment date. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5%of the pnncipal amount due at the end of each month. Customer shall pay all costs(including attorneys'fees)incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested,Company will provide appropriate lien waivers upon receipt of payment. Company may at any time decline to ship,make delivery or perform work except upon receipt of cash payment,letter of credit,or security,or upon other terms and conditions satisfactory to Company Customer agrees that,unless Customer makes payment in advance.Company will have a purchase money security interest in all Equipment to secure payment in full of all amounts due Company and its order for the Equipment,together with these terms and conditions.form a security agreement(as defined by the UCC in the United States and as defined in the Personal Property Security Act in Canada) Customer shall keep the Equipment free of all taxes and encumbrances, shall not remove the Equipment from its onginal installation point and shall not assign or transfer any interest in the Equipment until all payments due Company have been made The purchase money security interest granted herein attaches upon Company's acceptance of Customer's order and on receipt of the Equipment described in the accepted Proposal but prior to its installation. The parties have no agreement to postpone the time for attachment unless specifically noted in writing on the accepted order Customer will have no rights of set off against any amounts,which become payable to Company under this Agreement or otherwise. 18.Claims. Company will consider claims for concealed shortages in shipments or rejections due to failure to conform to an order only if such claims or rejections are made in writing within 15 days of delivery and are accompanied by the packing list and,if applicable,the reasons in detail why the Equipment does not conform to Customer's order. Upon receiving authorization and shipping instructions from authorized personnel of Company,Customer may return rejected Equipment, transportation charges prepaid,for replacement. Company may charge Customer any costs resulting from the testing,handling,and disposition of any Equipment returned by Customer which are not found by Company to be nonconforming.All Equipment damaged during shipment and all claims relating thereto must be made with the freight carder in accordance with such carrier's policies and procedures.Claims for Equipment damaged during shipment are not covered under the warranty provision stated herein. 19.Export Laws. The obligation of Company to supply Equipment under this Agreement is subject to the ability of Company to supply such items consistent with applicable laws and regulations of the United States and other governments. Company reserves the right to refuse to enter into or perform any order,and to cancel any order,under this Agreement if Company in its sole discretion determines that performance of the transaction to which such order relates would violate any such applicable law or regulation. Customer will pay all handling and other similar costs from Company's factories including the costs of freight,insurance. export clearances.import duties and taxes.Customer will be-exporter of record'with respect to any export from the United States of America and will perform all compliance and logistics functions in connection therewith and will also comply with all applicable laws.rules and regulations.Customer understands that Company and/or the Equipment are subject to laws and regulations of the United States of America which may require licensing or authorization for and/or prohibit export, re-export or diversion of Company's Equipment to certain countries,and agrees it will not knowingly assist or participate in any such diversion or other violation of ©2025 Trane All Rights Reserved Page 8 of 6 Trane Service Quote Elgin Police Department Battery Room Addition applicable United States of America laws and regulations.Customer agrees to hold harmless and indemnify Company for any damages resulting to Customer or Company from a breach of this paragraph by Customer. 20. General. Except as provided below,to the maximum extent provided by law,this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state of New York for Equipment shipped to a U.S.location and the laws of the province to which Equipment is shipped within Canada,without regard to its conflict of law principles that might otherwise call for the application of a different state's or province's law,and not including the United Nations Convention on Contracts for the International Sale of Goods. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued To the extent the Equipment is being used at a site owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government, This Agreement contains all of the agreements,representations and understandings of the parties and supersedes all previous understandings,commitments or agreements,oral or written,related to the subject matter hereof. This Agreement may not be amended,modified or terminated except by a wnting signed by the parties hereto No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon.If any term or condition of this Agreement is invalid,illegal or incapable of being enforced by any rule of law,all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto.Customer may not assign,transfer,or convey this Agreement,or any part hereof,or its right,title or interest herein.without the written consent of the Company Subject to the foregoing,this Agreement shall be binding upon and inure to the benefit of Customer's permitted successors and assigns This Agreement may be executed in several counterparts,each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original 21.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. 22. U.S.Government Work. The following provision applies only to direct sales by Company to the US Government The Parties acknowledge that Equipment ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation(FAR).In particular,Company agrees to be bound only by those Federal contracting clauses that apply to"commercial'suppliers and that are contained in FAR 52.212-5(e)(1). The following provision applies only to Indirect sales by Company to the US Government. As a Commercial Item Subcontractor,Company accepts only the following mandatory flow down provisions: 52.219-8;52.222-26;52.222-35;52 222-36;52 222-39,52 247-64 If the sale of the Equipment is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials,including but not limited to the contracting officer and officials of the Small Business Administration,on all matters related to the prime contract,including but not limited to all aspects of its ownership,eligibility,and performance. Anything herein notwithstanding,Company will have no obligations to Customer unless and until Customer provides Company with a true,correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested wntten communications with any government official related to the prime contract prior to or concurrent with the execution thereof,including but not limited to any communications related to Customer's ownership.eligibility or performance of the prime contract Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the work that is the subject of the Proposal or this Agreement,other than the Proposal or this Agreement. 23.Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe(in the U.S.)or a First Nation or Band Council(in Canada),Customer,whether acting in its capacity as a government,governmental entity.a duly organized corporate entity or otherwise,for itself and for its agents,successors,and assigns (1) hereby provides this limited waiver of its sovereign immunity as to any damages,claims,lawsuit,or cause of action(herein-Action')brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement,whether such Action is based in contract,tort,strict liability,civil liability or any other legal theory;(2)agrees that jurisdiction and venue for any such Action shall be proper and valid(a)if Customer is in the U.S.,in any state or United States court located in the state in which Company is performing this Agreement or(b)if Customer is in Canada,in the superior court of the province or temtory in which the work was performed;(3)expressly consents to such Action,and waives any objection to jurisdiction or venue,(4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement,and(5)expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum,that Customer will not bring any action against Company in tribal court,and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer,enforceable in accordance with its terms. 1-26.130-4(0622) Supersedes 1-26.130-4(1221b) ©2025 Trane All Rights Reserved Page 9 of 6 Trane Service Quote