EFTA00315577.pdf

O WANE* Budding Services Trane Scheduled Service Agreement SERVICE PROPOSAL FOR: Zorro Ranch 49 Zorro Ranch Road STANLEY, NM 87056 U.S.A. Brice Gordon SITE ADDRESS: Zorro Ranch 49 Zorro Ranch Road STANLEY, NM 87056 United States LOCAL TRANE OFFICE: Trane U.S. Inc. dba Trane Albuquerque, NM 87113 LOCAL TRANE REPRESENTATIVE: Jackie Putney Cell: Office: PROPOSAL ID/ AGREEMENT NUMBER: TBD DATE: October 11, 2013 &it t islI WE MAKE BUILDINGS WORK BETTER FOR LIFE.- EFTA00315577  TRANE Building Son:inns TRANE SCHEDULED SERVICE AGREEMENT Executive Summary Thank you for choosing Trane Building Services as your HVAC support partner. We are committed to working with you to help you ensure your building serves the needs of your organization. The details of that commitment are in the following pages. A Trane Scheduled Service Agreement will provide planned maintenance for your HVAC systems. The agreement assures that factory recommended services are executed on scheduled intervals. Beyond the benefits of a typical service plan, a Trane Scheduled Service Agreement can deliver enhanced value through an optional Performance Package. Trane is continuously collecting data from your HVAC system that can be streamed into a report to provide insight into the overall performance of your building. Based on a professional analysis of the report's findings, we can demonstrate opportunities for improvement, and recommend actions to help you achieve performance objectives for energy usage, operational efficiency, environmental impact, air quality and more. Additionally, as a Trane customer you can count on: O Priority Response — as a Trane Service Agreement customer you will have service priority, above time and materials customers. O Advanced Diagnostics — Trane proprietary applications and technologies equip technicians to analyze system performance and make actionable service recommendations. • Trane OEM Service Delivery — ensures the right services are completely and consistently performed to keep your equipment running efficiently and reliably. O Dedicated Trane Service Team — a local service team consisting of a Service Coordinator, one or more Service Technicians and an Account Manager, all of whom will be familiar with your service requirements, your HVAC equipment and your facility. WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO WORKING WITH YOU. i; ' • WE MAKE BUILLEKGS WORK BETTER FOR LIFE' EFTA00315578  TRANE Bulk/kw Services TRANE SCHEDULED SERVICE AGREEMENT Added Value Proper maintenance can save an estimated 12-18%* of your budget compared to a run-to-fail approach. A Service Agreement is structured to help you capture those savings. Research has shown that regular maintenance can: Cut unexpected breakdowns by Reduce downtime by Lower equipment repairs and maintenance costs by Reduce energy consumption by • Smote FEMP O&M Gule - July 2001 In addition to financial value, when you partner with Trane you can expect: as Dependability and Consistency Assigned Service Team - Your service team will consist of our professional Service Coordinator, Service Technicians, and Account Manager with extensive HVAC experience. Our technicians have a thorough understanding of controls, heating, refrigeration, and airside systems. Priority Response - Zorro Ranch will receive preferred service status. Priority Emergency Response is available on a 24-hour-per-day basis. Automated Scheduling System - Trane utilizes a computerized scheduling program to ensure that all services included in the agreement are performed. Superior Service Delivery Trane's OEM Service Delivery Process ensures consistent quality through: • Uniform service delivery • Pre-job parts planning • Documented work procedures • Efficient and economical delivery of services • Emphasis on Safety & Environments k JII 14L; WE MAXI BUILDINGS WORK BETTER FOR LIFE" EFTA00315579  • TRANE Building Services Q Superior Service Delivery (continued) Service Work Flow - Trane's industry exclusive service flow process includes detailed procedures that identify steps for: safety, parts, materials, tools, and sequence for execution. Trane's procedures also include steps for safety, quality control, work validation, and environmental compliance. This process assures a complete service event. No critical steps are skipped or lost. Systems serviced in this way offer a higher degree of reliability and operational longevity. Trane's exclusive service procedures deliver superior service and most reliable outcomes at the most cost-effective price. Where applicable, Trane's exclusive service process meets or exceeds ASHRAE 180-2008 Standard Practice for Inspection and Maintenance of Commercial Building HVAC Systems. Trane's proprietary program is unequalled in the industry. O Knowledge Transfer Documentation - Work performed on your equipment will be documented by the technician and reviewed with you at the completion of each visit. Operational System Optimization - Trane Technicians will review operating sequences and practices for the equipment covered by the agreement and advise you of operational improvement opportunities. Training for Facility Staff - Concurrent with annual start-up, your Trane Technician will instruct your operator how to operate the equipment covered by the agreement. Q Health and Safety Safety Management Program - Trane Building Services employs several full time Occupational Safety and Health Administration (OSHA) 30-hr certified safety managers who are available to perform safety consultations related to the service performed at your site. Our Safety Management Program includes monthly safety training for all Trane Building Services field personnel, field supervisor jobsite audits, technician job safety analyses, and other key risk assessments and control strategies. Personal Safety - Trane service technicians are, at a minimum, OSHA 10-hr certified, or equivalent with yearly retraining on all key occupational safety and health topics. Most of our technicians have participated in "Smith Safe" driver training and are Department of Transportation (DOT) Hazmat certified. They are provided with up to date personal protective equipment (PPE), training on its use and limitations, and FR protective apparel. Trane maintains an industry leading position in National Fire Protection Agency (NFPA) 70E Electrical Safety, technician ergonomics and fall protection programs. Drug-Free Workplace - Trane service maintains a Drug-Free Workplace, with a robust drug and alcohol testing program. EFTA00315580  C TRANS Building Servicrs Environmental Management Refrigerant Policy - Trane Building Services practices and procedures are compliant with all Federal and State laws and regulations concerning the proper handling, storage, and repair of leaks of ozone-depleting refrigerants and their substitutes according to Environmental Protection Agency regulation 40 CFR Part 82. Trane service technicians are Universal-certified and use only certified recovery equipment. Refrigerant Management Program - Trane Building Services maintains and uses Trane Refrigerant Management Software (RMS) to capture, manage and report Refrigerant Activity. The Refrigerant Activity Report Form is used by the technician to record all refrigerant activity that has occurred on each piece of equipment. The form data is entered into RMS after it is submitted to and checked by central office personnel. Annually, Trane prints a report from RMS of all Refrigerant activity that has occurred at each site. The report details all refrigerant activity performed by Trane Building Services Technicians for each piece of equipment, and can be used to satisfy reporting requirements. Oil Disposal - Trane Building Services removes used oil from your refrigeration units and disposes of it in accordance with applicable environmental regulations. Trane has a national contract with a leading provider of used oil services to recycle used oil where allowed and properly dispose of used oil which does not meet recycling requirements (in states where used oil is a hazardous waste, Trane will remove used oil from refrigeration units for the customer to arrange disposal). Trane Intelligent Services With an active Trane service agreement and TracerTI4 Building Automation System or other qualified controls, you are eligible for Trane Intelligent Services (TIS). A revolutionary integration of technology and Trane professionals, TIS monitors, analyzes and acts to improve the performance of building systems to support your business mission. Three levels of TIS serve a range of needs: Alarm Notification is exclusive to Trane and is included in this agreement. Active Monitoring and Building Performance are optional service levels that may be customized to meet your unique requirements. EFTA00315581  Zorro Ranch New SA 2013.14 Proposal ID: TRANE Building Services The Agreement TRANE SCHEDULED SERVICE AGREEMENT SERVICE PROPOSAL FOR: Zorro Ranch 49 Zorro Ranch Road STANLEY, NM 87056 U.S.A. Brice Gordon SITE ADDRESS: Zorro Ranch 49 Zorro Ranch Road STANLEY, NM 87056 United States LOCAL TRANE OFFICE: Trane U.S. Inc. dba Trane Albuquerque, NM 87113 LOCAL TRANE REPRESENTATIVE: Jackie Putney Cell: Office: PROPOSAL ID / AGREEMENT NUMBER: I TBD DATE: October 11, 2013 WE MAN£ BUILDINGS WORK BETTER FOR LIFE" ©2013 Trane All rights reserved Page 1 of. 13 Scheduled Service Agreement EFTA00315582  Zorro Ranch New SA 2013.14 Proposal ID: Building Services MANE SCHEDULED SERVICE AGREEMENT Scope of Services - Standard Inclusions Provided in your Scheduled Service Agreement: O Trane Scheduled Maintenance Scheduled number of specific service events and associated labor performed during Trane normal business hours as outlined in the Equipment Coverage and Services section of this Agreement. Basic materials and supplies determined necessary by the Trane Technician for the normal performance of Scheduled Maintenance are covered by the annual fee and include grease, cleaning solvents, and wiping cloths. O Refrigerant Management This scope includes: • Trane Technicians will capture and track all refrigerant activity performed by Trane for each piece of Covered Equipment • Refrigerant Usage Reports can be generated annually • Trane Laboratory Analysis The Trane Chemical Laboratory performs routine analysis and trending of oil, absorption solutions, and refrigerants as required. Equipped with this knowledge and Trane's extensive experience we can identify and head off potential system failures more definitively than service providers who depend on third party testing laboratories. Additional Scope of Services: Quarterly Inspections — repairs not included: • 1 Annual Inspection • 1 Annual Coil Cleaning • 3 Running Inspections • Quarterly Filter Changes • Quarterly Inspection of backflow preventers • Quarterly Inspection of air separators • Quarterly Cleaning the plastic probe rod assembly and housing on the Humidifiers • Replace Humidifier Canisters as needed • Replace belts as needed • Written Reports • Reduced labor rates on repairs 0 Light Commercial Unitary Equipment < 25 Tons $86.90 0 Commercial Equipment > 25 Tons $101.20 0 Building Automation Controls Service $119.90 @2013 Trane All rights reserved Page 2 of 13 Scheduled Service Agreement EFTA00315583  Zorro Ranch New SA 2013.14 Proposal ID: Full Maintenance — repairs are included: • 1 Annual Inspection • 1 Annual Coil Cleaning • 3 Running Inspections • Quarterly Filter Changes • Quarterly Inspection of backfiow preventers • Quarterly Inspection of air separators • Quarterly Cleaning the plastic probe rod assembly and housing on the Humidifiers • Replace Humidifier Canisters as needed • Replace belts as needed • All parts, labor and refrigerant for corrective repairs • Annual software upgrades for Tracer Summit • Written Reports Note 1 — It shall be the responsibility of the Service Company to inspect and report to the Customer any Malfunctions and defects within thirty (30) days after effective date. If equipment cannot be Operated within this 30-day period due to seasonal conditions or other factors beyond our control, the period for initial inspection will be extended to 30 days after the equipment can be operated and checked. Additional Exclusions: Electrical line voltage wiring switches and disconnects, Low voltage control wiring, Sheet metal duct work, supply and return air grills, Test and balance air flow, water treatment, glycol [anti freeze] and water additives, Vandalism and tenant damage, Backflow testing, Fire protection system, Building condenser water piping and fittings for HVAC system. @2013 Trane All nghts reserved Page 3 of 13 Scheduled Service Agreement EFTA00315584  Zorro Ranch New SA 2013.14 Proposal ID: a TRANE Building Services TRANE SCHEDULED SERVICE AGREEMENT Scope of Services — Trane Intelligent Services Alarm Notification Continuous monitoring and an automated alarm process provide reassurance that the systems controlling building environments are operating as programmed. Instant notification transmits an alert when systems need attention to avoid operational interruptions. • Customer defined data collection points • 24/7/365 automated alarm and event monitoring • Automated customer notification via email, text or pager • Archiving and reporting of critical alarm data @2013 Trane All rights reserved Page 4 of 13 Scheduled Service Agreement EFTA00315585  Zorro Ranch New SA 2013.14 Proposal ID: TRANE C Building Services TRANE SCHEDULED SERVICE AGREEMENT Equipment Coverage and Services flr a Trane will perform the following scheduled services on the described equipment located at: Zorro Ranch The following "Covered Equipment' will be serviced at Zorro Ranch: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Bladder Tank 1 Armstrong 500L ET-2 International Inc Bladder Tank 1 Armstrong AX-13 ET-1 International Inc Boilers - Generic 1 Parker Boiler T-2160 B-1 Company Description Quantity Per Term Boiler Annual Maintenance (Service 2) 1 Boiler Quarterly Maintenance (Service 3) 3 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Fans 1 Greenheck BSQ-120 IEF-3 Fans 1 Greenheck BSQ-120 IEF-2 Fans 1 Greenheck BSQ-90 IEF-1 Fans 1 Greenheck CSP-210 CEF-4 Fans 1 Greenheck CSP-210 CEF-3 Fans 1 Greenheck CSP-218 CEF-9 Fans 1 Greenheck CSP-218 CEF-8 Fans 1 Greenheck CSP-224 CEF-5 Fans 1 Greenheck CSP-224 CEF-1 Fans 1 Greenheck CSP-224 CEF-6 Fans 1 Greenheck CSP-224 CEF-7 Fans 1 Greenheck CSP-252 CEF-2 Fans 1 Greenheck SFB-12 UEF-1 Fans 1 Greenheck SP-7 CEF-12 Fans 1 Greenheck SP-7 CEF-13 Fans 1 Greenheck SP-7 CEF-10 Fans 1 Greenheck SP-7 CEF-11 Fans 1 Greenheck SQ-100A IEF-5 ©2013 Trane Allrights reserved Page 5 of 13 Scheduled Service Agreement EFTA00315586  Zorro Ranch New SA 2013-14 Proposal ID: Fans 1 Greenheck SQ-1308 IEF-4 Fans 1 Greenheck SQ-1308 IEF-6 Fans 1 Greenheck SQ-95-3 IEF-8 Fans 1 Greenheck SQ-95D IEF-7 Description Quantity Per Term Exhaust Fan Quarterly Inspection (Service 5) 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Closed Circuit Cooling Tower 1 Marley Cooling VCT-1 Technologies Description Quantity Per Term Cooling Tower Annual Inspection (Service 4) 1 Marley Cooling Tower Mid-Season Running Inspection (Service 7) 3 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Plate Frame Exchanger 1 Paul Mueller AT2OP HE-1 Company Plate Frame Exchanger 1 Paul Mueller AT2OP HE-2 Company Description Quantity Per Term Plate and Frame Heat Exchanger Maintenance (Service 9) 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Pumps 1 Aurora Pump 3405-ES P-1A Pumps 1 Aurora Pump 3405-ES P4 Pumps 1 Aurora Pump 3405-ES P-3 Pumps 1 Aurora Pump 3405-ES P-2 Pumps 1 Aurora Pump 3405-ES P-1 Pumps 1 Aurora Pump 3405-ES P-M Pumps 1 Taco Inc P-5 Description Quantity Per Term Annual Pump Maintenance (Service 1) 1 Quarterly Pump Maintenance (Service 10) 3 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Hot Water Coils - Generic 1 McQuay 5VS HWC-9 International Hot Water Coils - Generic 1 McQuay 5VS HWC-11 International Hot Water Coils - Generic 1 McQuay 5VS HWC-4 International Hot Water Coils - Generic 1 McQuay 5VS HWC-12 International Hot Water Coils - Generic 1 McQuay 5VS HWC-10 International Hot Water Coils - Generic 1 McQuay 5VS HWC-6 International Hot Water Coils - Generic 1 McQuay 5VS HWC-3 International Hot Water Coils - Generic 1 McQuay 5VS HWC-13 International Hot Water Coils - Generic 1 McQuay 5VS HWC-2 International Hot Water Coils - Generic 1 McQuay 5VS HWC-1 International ©2013 Trane All rights reserved Page 6 of 13 Scheduled Service Agreement EFTA00315587  Zorro Ranch New SA 2013-14 Proposal ID: Hot Water Coils - Generic 1 McQuay 5VS HWC-5 International Hot Water Coils - Generic 1 McQuay 5VS HWC-7 International Hot Water Coils - Generic 1 McQuay 5VS HWC-16 International Hot Water Coils - Generic 1 McQuay 5VS HWC-15 International Hot Water Coils - Generic 1 McQuay 5VS HWC-19 International Hot Water Coils - Generic 1 McQuay 5VS HWC-20 International Hot Water Coils - Generic 1 McQuay 5VS HWC-22 International Hot Water Coils - Generic 1 McQuay 5VS HWC-21 International Hot Water Coils - Generic 1 McQuay 5VS HWC-17 International Hot Water Coils - Generic 1 McQuay 5VS HWC-24 International Hot Water Coils - Generic 1 McQuay 5VS HWC-14 International Hot Water Coils - Generic 1 McQuay 5VS HWC-18 International Hot Water Coils - Generic 1 McQuay 5VS HWC-22A International Hot Water Coils - Generic 1 McQuay 5VS HWC-25 International Description Quantity Per Term TXC Coil Inspection (Service 13) 1 TXC Coil Inspection (Service 14) 3 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Split System Air Conditioners - 1 Mitsubishi Heavy MRSLIM Generic Industries Split System Air Conditioners - 1 York International BH2GIAS 802077 Generic Description Quantity Per Term Split System Air Handler Cooling Pre-Season Annual Maintenance (Includes 1 Condenser) (Service 11) Split System Air Handler Quarterly Maintenance (Includes Condenser) (Service 12) 3 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-1 Air Cleaners-Generic Incorporated Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-5 Air Cleaners-Generic Incorporated Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-6 Air Cleaners-Generic Incorporated Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-2 Air Cleaners-Generic Incorporated Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-3 Air Cleaners-Generic Incorporated Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-7 Air Cleaners-Generic Incorporated Humidifiers, Central Vacuums, 1 Nortec Services NHHCO20 SH-4 Air Cleaners-Generic Incorporated <02013 Trane All rights reserved Page 7 of 13 Scheduled Service Agreement EFTA00315588  Zorro Ranch New SA 2013-14 Proposal ID: Description Quantity Per Term Humidifier Maintenance (Service 6) 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Unit Heaters - Generic 1 Sterling HS-132 UH-3 Unit Heaters - Generic 1 Sterling HS-40 UH-4 Unit Heaters - Generic 1 Sterling HS-40 UH-6 Unit Heaters - Generic 1 Sterling HS-40 UH-5 Unit Heaters - Generic 1 Sterling HS-48 UH-1 Unit Heaters - Generic 1 Sterling HS-72 UH-2 Description Quantity Per Term Unit Heater Maintenance (Service 15) 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Electric Wall Mounted Unit 1 QMark 2040A VEH-1 Heaters Description Quantity Per Term Wall Mounted Unit Heaters (Service 16) 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Water Source Heat Pumps - 1 FMP Generic Water Source Heat Pumps - 1 FMP EM015 AC-12C Generic Water Source Heat Pumps - 1 FMP EM015 AC-12B Generic Water Source Heat Pumps - 1 FMP EM015 AC-12D1 Generic Water Source Heat Pumps - 1 FMP EM018 AC-1M Generic Water Source Heat Pumps - 1 FMP EM028 AC-10B Generic Water Source Heat Pumps - 1 FMP EM028 AC-10A Generic Water Source Heat Pumps - 1 FMP EM029 AC-12D Generic Water Source Heat Pumps - 1 FMP EM036 AC-7B Generic Water Source Heat Pumps - 1 FMP HE027 AC-4 Generic Water Source Heat Pumps - 1 FMP HE027 AC-5 Generic Water Source Heat Pumps - 1 FMP HE027 AC-7D Generic Water Source Heat Pumps - 1 FMP HE031 AC-7C Generic Water Source Heat Pumps - 1 FMP HE032 AC-7A Generic Water Source Heat Pumps - 1 FMP HE036 AC-9 Generic Water Source Heat Pumps - 1 FMP HE062 AC-2 Generic Water Source Heat Pumps - 1 FMP HE062 AC-8 Generic Water Source Heat Pumps - 1 FMP HE122 AC-3 Generic @2013 Trane Al! rights reserved Page 8 of 13 Scheduled Service Agreement EFTA00315589  Zorro Ranch New SA 2013.14 Proposal ID: Water Source Heat Pumps - 1 FMP HE122 AC-1 Generic Water Source Heat Pumps - 1 FMP HE122 AC-11 Generic Description Quantity Per Term NTP Water Source Heat Pump Maintenance (Service 8) 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Pool Pak 1 Pool Pak AWV/HCDV-1 Incorporated Quantity Per Term Description PoolPak Maintenance 4 Equipment Qty Manufacturer Model Number Serial Number Asset Tag Generic 1 Carrier Corporation COMFORT 80 Description Quantity Per Term Maintenance 4 ©2013 Trane All rights reserved Page 9 of. 13 Scheduled Service Agreement EFTA00315590  Zorro Ranch New SA 2013.14 Proposal ID: a TRANE Building Services TRANE SERVICE AGREEMENT Pricing and Acceptance Brice Gordon Site Address: Zorro Ranch Zorro Ranch 49 Zorro Ranch Road 49 Zorro Ranch Road STANLEY, NM 87056 U.S.A. STANLEY, NM 87056 Trane Service Agreement This Service Agreement consists of the pages beginning with the title page entitled "The Agreement," the consecutively numbered pages immediately following such title page, and includes and ends with the Trane Terms and Conditions (Service) (collectively, the "Service Agreement" or "Agreement"). Trane agrees to inspect and maintain the Covered Equipment according to the terms of this Service Agreement, including the 'Terms and Conditions,' and "Scope of Services" sections. Trane agrees to give preferential service to Customer over non-contract customers. Service Fee As the fee(s) (the "Service Fee(s)") for the inspection and maintenance services described in the Scope of Services section with respect to the Covered Equipment, Customer agrees to pay to Trane the following amounts, plus applicable tax, as and when due. Quarterly Inspections — repairs not included: Contract Year Annual Amount USD Payment USD Payment Term Year 1 22,500.00 5,625.00 Quarter Full Maintenance — repairs are included: Contract Year Annual Amount USD Payment USD Payment Term Year 1 22,500.00 5,625.00 Quarter A one-time 3.00 % discount is offered for full payment of 1 year(s) in advance of the commencement of the Service Agreement. Invoice would be issued at start of the Agreement and is due net 15 days from date of invoice. Tax will be calculated based upon the pre-discounted price. The discount for advance payment is not applicable to credit card transactions. Please check the box for this option. Term The initial term of this Service Agreement is 1 year, beginning November 01, 2013. However, Trane's obligation under this Agreement will not begin until authorized representatives of Trane and Customer have both signed this Agreement in the spaces provided below. Following expiration of the initial term on October 31, 2014, this Agreement shall renew automatically for successive periods of 1 year until terminated as provided herein. This Agreement is subject to Customer's acceptance of the attached Trane Terms and Conditions (Service). Submitted By: Jackie Putney Cell: Office: Proposal Date: October 11, 2013 CUSTOMER ACCEPTANCE TRANE ACCEPTANCE Trane U.S. Inc. dba Trane Authorized Representative Authorized Representative Printed Name Title Title Purchase Order Signature Date Acceptance Date License Number: ©2013 Trane All rights reserved Page 10 of 13 Scheduled Service Agreement EFTA00315591  Zorro Ranch New SA 2013-14 Proposal ID: TRANE Building Services Terms and Conditions (Service) "Company" shall mean Trane U.S. Inc. dba Trane for Company performance in the United States and Trane Canada ULC for Company performance in Canada. 1. Acceptance. These terrns and conditions (Terms') are an integral part of Company's offer and form the basis of any agreement (ine 'Agreement) resuling from Company's proposal (the 'Proposal') for the folowng services as stated in the Proposal (collectively. the 'Services'): inspecton, mantenance and repair (the 'Maintenance Services') on equipment (the 'Covered Equipment'). specified Additional Work (if any), and. if included in the Proposal. Intelligent Services. Irene Energy Manager Monitoring and/or Diagnostic Services, and any other services using remote connectivity (collectively and individually referred to in these Terms as 'Energy and Building Performance Services'). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 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 with., 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order. without the addition of any other terms and conditions of sale or any other modification. Customer's order shall be deemed acceptance of the Proposal subject to these Terms. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms and/or conditions other than those expressed here.% return of such order by Company with Company's Terms attached or referenced serves as Company's notice of objection to Customers terms and as Company's counter-offer to perform m accordance with the Proposal and Company Terms. If Customer does not reject a object in writing to Company within 10 days. Company's counter-offer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's Terms. 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 with Customer. If Company and Customer are unable to agree on such revisions. this Agreement shall be cancelled without any /ability. other than Customer's obligation to pay for Services provided by Company to the date of cancellation. 2. Fees and Taxes. Fees for the Services (the 'Service Fees') are as set forth in the Proposal. Except as otherwise stated in the Proposal. Service Fees are based on performance during regular business hours. Charges for performance outside Company's normal busness hours shall be bded separately according to then prevailing overtime or emergency labor/tabour rates. In addition to the stated Service Fees. Customer shall pay all taxes not legally required to be paid by Company or, alternatively. shall provide Company with an acceptable tax exemption certificate. 3. Term, Renewal, and Cancellation. The 'Term' of this Agreement shall be as stated in the Proposal. Thereafter. unless earlier terminated. this Agreement shall be automatically renewed for succeeding 12 month terms (each a 'Renewal Term'). subject to Section 4 of these Terms. upon Company's delivery to Customer of a service renewal letter at least 45 days in advance of the scheduled expiration date and Customer's failure to notify Company in writing no later than 30 days prior to the scheduled expiration date that the Agreement shall not be renewed. This Agreement may be cancelled upon the written notice of either party to the other (for any reason or no reason) no later than 30 days prior to the scheduled expiration date. Upon cancellation by Customer not due to Company's default. Customer shall pay to Company the balance of the Service Fees applicable to the then current 12 month period of the Term or the Renewal Term. Customer shall remain liable for any amounts due and unpaid if either party cancels the Agreement. 4. Renewal Pricing Adjustment. The Service Fees for an impendng Renewal Term shall be the Current Service Fees (defined as the Service Fees for the initial Term or Renewal Term immediately preceding the impendng Renewal Term less the price of any Additional Work that es not recurring) adjusted by the following: (a) increase and/or decrease for additions and/or deletions to Scope of Services: (b) 25% of the Current Service Fees shall be adjusted based upon the calendar year change in the 0) U.S. Bureau of Labor Statistics Producer Price Index for selected commodity groupings (Metals and Metal Products) for Services performed in the United States: or (ii) Statistics Canada Industrial Producer Price Index. Goods (Raw Material Price Indexes) for Services performed. Canada: (c) 65% of the Carrera Service Fees shall be adjusted based upon the change to cost of laborflabour: and (d) 10% of the Service Fees shall be adjusted based upon changes to Company services overhead costs. which include but are not limited to the cost of fuel. truck leasing, and office-related overhead factors. The Service Fees for an impendng Renewal Term shall be set forth in the service renewal letter fumished to Customer. S. Payment. Payment is due upon receipt of Company's invoice. Service Fees shad be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstandng for more than 30 days a service charge equal to the lesser of the maximum alowable legal interest rate a 1.5% of the principal amount due at the end of each month. Without liability to Customer. Company may discontinue performance whenever payment is overdue. Customer shall pay all costs (including attorneys' fees) named by Company in attempting to collect amounts due a otherwise enforcing this Agreement. 6. Customer Breach. Each of the folowng constitutes a breath by Customer and shall give Company the right. without an election of remedies. to suspend performance or terminate this Agreement by delivery of written notice declarng termination. Upon termination, Customer shall be liable to the Company for al Services fumished to date and all darnages sustained by Company (including lost profit and overhead): (a) My failure by Customer to pay amounts when due: (b) any general assignment by Customer for the benefit of its creditors. Customers bankruptcy. insolvency, or receivership; (c) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made: or (d) Any failure by Customer to perform or comply with any material provision of this Agreement. 7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the area under similar circumstances when Company performs the Services. Company may refuse to perform where workng conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begn. Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA or state industrial safety regulations. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the date hereof. Services furnished are premised on the Covered Equipment being in a maintainable condition. In no event shall Company ha