EFTA00315601.pdf

TRANE Trane Turnkey Proposal Turnkey Proposal For: Brice Gordon Zorro Ranch 49 Zorro Ranch Road STANLEY, NM 87056 U.S.A. Local Trane Office: Local Trane Representative: Jackie Putney Cell: Office: is, ID: Date: October 10, 2013 re) EFTA00315601  a = TISANE W r Building Sorvicos TRANE TURNKEY PROPOSAL Executive Summary Trane is pleased to present a solution to help Zorro Ranch reach its performance goals and objectives. This proposed project will enhance your operation by helping you to optimize your resources, improve the comfort in your facility, and reduce energy costs. We appreciate the effort from Zorro Ranch to assist in the HVAC system analysis and business discussions. Because of your efforts, we were able to develop a proposal that offers Turnkey retrofit service solutions to your specific concerns, based on Trane system knowledge and application expertise. As your partner, Trane is committed to providing Turnkey retrofit services to help achieve a comfortable building environment for the people who occupy the building. For the people who own, manage and maintain the building, Trane is committed to providing reliable HVAC systems and products that improve performance. Trane appreciates the opportunity to earn your business. Your investment in the proposed project is $49,850. This investment will provide Zorro Ranch with the capability to significantly reduce operating costs and improve comfort conditions in your facility. We look forward to partnering with Zorro Ranch for your Turnkey retrofits service needs. I will be contacting you soon to discuss the proposal and to schedule the next steps WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO PARTNERING WITH YOU. Jackie Putney Account Manager Trane U.S. Inc. dba Trane re) EFTA00315602  Proposal Number: TRAM NIIIEW Budding Services Prepared For: Date: Brice Gordon October 10, 2013 Job Name: Proposal Number: Zorro Ranch Replace Pool Pak Delivery Terms: Payment Terms: Freight Allowed and Prepaid — F.O.B Factory Net 30 State Contractor License Number: Proposal Expiration Date: 30 Days Scope of Work Quote A — Replace PoolPak Provide labor and materials to replace existing PoolPak with new PoolPak 1800 to include the following: • Disconnect existing PoolPak power • Remove and dispose of existing PoolPak • Install new PoolPak • Remove Utility set Exhaust fan to facilitate R&R. • Tie in new unit to existing Supply, return and outside air ducts. • Relocate existing Strainer to accommodate new pump install. • Install 12 gpm Recirculation Pump • Insulate ducts as required • Remove defective fusible disconnect switch feeding PoolPak and replace with new disconnect • Connect power to new PoolPak • Provide power for new re-circulating pump. Interlock to run when PoolPak runs • Install damper actuator on outside are damper [controlled by PoolPak] • Connect valve actuator on hot water coil [controlled by PoolPak] • Remove existing INET control devices and controller from existing unit • Reinstall existing INET controller in new PoolPak Unit provided by others • Install new INET control devices, temp sensors, current switches and humidity sensors in new unit • Provide changes to existing programming and graphics to facilitate replacement unit operation • Start up PoolPak and check operation • 1 year parts and labor warranty Proposal Notes/ Clarifications • All work to be performed during normal business hours (8am to 5pm, M-F, non-holidays) • Proposal does not include "Premium Time" or Price Contingency therefor • Equipment Order Release and Services rendered are dependent on receipt of PO/Subcontract and credit approval © 2012 Trane All rights reserved Page 1 of 7 Confidential and Proprietary Information of Trane U.S. Inc. EFTA00315603  Proposal Number: an= TRANE Budding Services • Trane will not perform any work if working conditions could endanger or put at risk the safety of our employees or subcontractors • Asbestos or hazardous material abatement removal shall be performed by customer Pricing and Acceptance Price Breakout if refrigerant can be isolated: PoolPak $21,224.00 Materials (Actuator, Pumps, Valves, disconnect and Misc $3,580.00 Labor (Start Up, check operation, PM and Admin) • Start Up/Check Operation 1 tech 24 hrs ea @ $86.90 $2,085.60 • PM 1 Project Manager 28 hrs ea @ $92.60 $2,592.80 • Admin 1 Project Administrator 12 hrs ea @ $76.80 $921.60 Electrical • 2 guys 20 hrs ea @ $79.00 $3,160.00 • Materials (wire, lock nuts, connectors and misc) $945.00 Installation, Poolpak, pump and valves • 5 guys 24 hrs ea @ $74.00 $8,880.00 • Materials (welding rigging, piping and misc) $1,785.00 Tie into existing Controls, Graphics $4,676.00 Price for Quote A Total Net Price (Excluding Sales Tax) $49,850.00 Quote B — Clean Coil Labor and Materials to clean coil Materials (coil cleaner, etc.) $120.00 Labor - Remove, clean and replace Coil 1 tech 16 hrs ea @ $86.90 $1,390.40 Price for Quote B Total Net Price (Excluding Sales Tax) $1,510.40 Quote C — Replace Coil Labor and Materials to replace coil Coil $1,088.00 Labor - Remove, and replace Coil 1 tech 12 hrs ea @ $86.90 $1,042.80 Price for Quote C Total Net Price (Excluding Sales Tax) $2,130.80 O 2012 Trane All rights reserved Page 2 of 7 Confidential and Proprietary Information of Trane U.S. Inc. VD) EFTA00315604  Proposal Number: __ - TRANE Building Services Anticipation Discount Trane is pleased to offer an opportunity to maximize the value of your purchase by offering you savings with the Trane Anticipation Discount Program (ADP) that is flexible and designed for all Trane customers. The discount depends on the percentage of quoted price that is pre-paid, estimated payment date, estimated monthly schedule of values, and the current annualized discount rate. Total Potential ADP Discount for this project $ Upon Request Your Trane representative can provide a formal ADP quotation to lock in your savings. Financial items not included • Applicable sales tax or use tax is excluded • Permits • Bid Bond • Payment and Performance Bond • Liquidated or Consequential Damages • Demurrage or Storage Charges • Participation in OCIOP or CCIP Insurance Programs Respectfully submitted, Jackie Putney Account Manager Trane U.S. Inc. dba Trane © 2012 Trane All rights reserved Page 3 of 7 Confidential and Proprietary Information of Trane U.S. Inc. LOD EFTA00315605  Proposal Number: -8 11-a- TRANS Building Services ACCEPTANCE This proposal is subject to Customer's acceptance of the attached Trane Terms and Conditions (Installation). We value the confidence you have placed in Trane and look forward to working with you. ubmitted ev: Jackie Putney Cell: - MINE WP F Sunda Services Printed Name Printed Name Title Title Purchase Order Signature Date Acceptance Date: License Number: © 2012 Trane All rights reserved Page 4 of 7 Confidential and Proprietary Information of Trane U.S. Inc. EFTA00315606  Proposal Number: -8 TERMS AND CONDITIONS - INSTALLATION "Company" shall mean Trane U.S. Inc. dba Trane. A- TWINE. Building Services 1. Acceptance: 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 goods and/or services described (the "Work"). COMPANY'S TERMS AND CONDITIONS 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 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 Company's acceptance or assent to terms andlor 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 tams and as Company's counter-offer to provide Work in accordance with the Proposal and the Company terms and conditions. If Customer does not reject or object in wring to Company within 10 days. Company's counter-offer will be deemed accepted. Customers acceptance of the Work by Company we 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 Work. 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 canceled without any liability, other than Customers obligation to pay for Work rendered by Company to the date of cancellation. 2. Pricing and Taxes. Unless otherwise noted, the price in the Proposal includes standard ground transportation and, if required by law. all sales, consumer. use and similar taxes legacy enacted as of the date hereof for equipment and matenal installed by Company. Tax exemption is contingent upon Customer furnishing appropriate certificates evidencing Customer's tax exempt status. Company shoe charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninstalled basis and any taxable labor/labour do not include sales lax and taxes will be added. Following acceptance without addition of any other terms and condition of sale or any other modification by Customer. the prices stated are firm provided that notification of release for immediate production and shipment is received at the factory not later than 3 months from order receipt. If such release is received later than 3 months from order receipt date, prices will be increased a straight 1% (not compounded) for each one-month period (or part thereof) beyond the 3 month firm price period up to the data of receipt of such release. If such release is not received within 6 months after date of order receipt. the prices are subject to renegotiation, or at Company's option. the order will be cancelled. Any dekiy ki shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees. 3. Exclusions from Work. Company's obligation is limited to the Work as defined and does not include any modifications to the Wok site under the Americans With Disabilities Act or any other law or budding code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work without a vaitten change order signed by Customer and Company. 4. Performance. Company shall perform the Work n accordance with ridustry standards generaly applicable in the area wider similar circumstances as of the time Company performs the Work Company may refuse to perform any Work where working conditions could endanger property or put at risk the safety of persons. Unless otherwise agreed to by Customer and Company. at Customer's expense and before the Work begins. Customer will provide any necessary access platforms, catwalks to safely perform the Work in compliance with OSHA or state ndustrial safety regulations. 5. Payment. Customer shall pay Company's invoices within net 30 days of invoice data. Company may invoice Customer for all equipment or material furnished. whether delivered to the installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be withheld from any payments except as expressly agreed in writing by Company. in which case retention shall be reduced per the contract documents and released no later than the date of substantial completion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as required. Company may suspend performance and the time for completion shall be extended for a reasonable period of time not less than the period of suspension. Customer shat be liable to Company for all reasonable shutdown, standby and start-up costs as a result of the suspension. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to 1.5% of the pMcipal amount due at the end of each month. Customer shall pay all costs (includng attorneys' fees) incurred by Company in attempteg to collect amounts due and otherwise enforcing these terms and conditions. If requested. Company will provide appropriate lien waivers upon receipt of payment. Customer agrees that. unless Customer makes payment in advance. Company will have a purchase money security interest n all equipment from Company to secure payment in full of al amounts due Company and its order for the equipment. together with these terms and conditicos, form a security agreement. Customer shall keep the equipment free of all taxes and encumbrances, shall not remove the equipment from its original intallation point and shall not assign or transfer any interest in the equipment until all payments due Company have been made. 6. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representative of Company. all dates provided by Company or its representatives for commencement. progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated dates. Company shall not be responsible for any damages for its failure to do so. 7. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours. or such other hours as may be requested by Company and acceptable to the Work site' owner or tenant for the performance of the Work. ncluding sufficient areas for staging, mobilization, and storage. Company's access to correct any emergency condition shall not be restricted. 8. Completion. Notwithstanding any other term or condition herein, when Company informs Customer that the Work has been completed. Customer shat inspect the Work in the presence of Company's representative, and Customer shall either (a) accept the Work n its entirety n writing. or (b) accept the Work n part and specifically identify. n writing, any exception items. Customer agrees to re-inspect any and all excepted items as soon as Company informs Customer that all such excepted items have been completed. The nibs acceptance inspection shall take place within ten (10) days from the date when Company informs Customer that the Work has been completed. Any subsequent re-inspection of excepted items shal take place within fire (5) days from the date when Company informs Customer that the excepted items have been completed. Customer's failure to cooperate and complete any of said inspections within the required time limits shall constitute complete acceptance of the Work as of ten (10) days from date when Company informs Customer that the Work. or the excepted items, if applicable, has/have been completed. 9. Permits and Governmental Fees. Company shal secure (with Customer's assistance) and pay for building and other permits and governmental fees. licenses, and inspections necessary for proper performance and completion of the Work which are legacy required when bids from Company's subcontractors are received, negotiations thereon concluded, or the effective date of a relevant Change Order. whichever is later. Customer is responsible for necessary approvals. easements, assessments and charges for construction, use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such pennits, fees. licenses and inspections are not included in the Proposal. Company MI invoice Customer for such costs. 10. Utilities During Construction. Customer shall provide without charge to Company all water, heat. and utilities required for performance of the Work. 11. Concealed or Unknown Conditions. In the performance of the Work. if Company encounters conditions at the Work site that are (i) subsurface or otherwise concealed physical conditions that differ materialy from those indicated on drawngs expressly incorporated herein or (ii) unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generay recognized as inherent in construction activities of the type and character as the Work. Company shall notify Customer of such conditions promptly. prior to significantly disturbing same. If such conditions differ materially and cause an increase in Company's cost of, or time required for. performance of any part of the Work. Company shal be entitled to. and Customer shal consent by Change Order to. an equitable adjustment ri the Contract Price. contract tine, or both. 12. Pre-Existing Conditions. Company is not liable for any claims, damages, losses, or expenses, arising from or related to conditions that existed in. on. or upon the Work site before the Commencement Date of this Agreement ('Pre-Existing Conditional, including, without limitation. damages, losses, or expenses invoking Pre-Exisbng Conditions of building envelope issues, mechanical issues. plumbing issues. and/or indoor air quality issues invoking mold/mould and/or fungi. Company also is not liable for any claims, damages, losses, or expenses. arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. © 2012 Trane All rights reserved Page 5 of 7 Confidential and Proprietary Information of Trane U.S. Inc. EFTA00315607  Proposal Number: -8 Sn - MANE' Building Services 13. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any identification. abatement. cleanup. control. disposal, removal or other work connected with asbestos. polychloinated biphenyl MC81. a other hazardous materials (hereinafter. collectively. 'Hazardous Materials'). Customer warrants and represents that. except as set forth in a writing signed by Company. there are no Hazardous Materials on the Work site that will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company will be performing the Work. Should Company become aware of or suspect the presence of Hazardous Materials. Company may immediately stop work in the affected area and shall notify Customer. Customer will be exclusively responsible for taking any and al action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for and shall indemnify and hold harmless Company (including its employees, agents and subcontractors) from and against any loss, claim. liabiity. fees. penalties. njury (nduding death) or liability of any nature. and the payment thereof arising out of or relating to any Hazardous Materials on a about the Work site, not brought onto the Work site by Company. Company shall be required to resume performance of the Work n the affected area only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials. provide any notices to any governmental agency. or examine the Work site for the presence of Hazardous Materials. 14. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due Wan Event of Force Majeure. this Agreement shall at Company's election (i) remain n effect but Company's obligations shall be suspended until the uncontrollable event terminates a (ii) be terminated upon 10 days notice to Customer, in which event Customer shall pay Company for al 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: laborflabour 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 face 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 d the government 15. Customer's Breach. Each of the fcllowng 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 declarng termination, upon which event Customer shall be liable to Company for all Work furnished to date and all damages sustained by Company (including lost profit and overhead): (1) My 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 a 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 windng 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) My representation or warranty furnished by Customer in this Agreement is false or misleading in any material respect when made: or (4) My failure by Customer to perform or comply with any material provision of this Agreement. 16. Indemnity. To the fulest extent permitted by law. Company and Customer shall indemnify. defend and hold harmless each other from any and al claims. actions. costs, expenses, damages and liabilities. including reasonable attorneys' fees. resulting from death or bodly njury or damage to real a tangible personal property, to the extent caused by the negligence a misconduct of the.' respective employees or other authorized agents n connection with thee activities with., the scope of this Agreement. Neither party shall indemnify the other against claims, damages. expenses or (abilities 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 fads or conditions that occurred prior to expiration or termination. 17. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY. IN NO EVENT SHALL COMPANY BE UABLE FOR ANY SPECIAL INCIDENTAL, INDIRECT CONSEQUENTIAL OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION. LOST DATA. LOST REVENUE, LOST PROFITS. LOST DOLLAR SAVINGS. OR LOST ENERGY USE SAVINGS. 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. 18. Patent Indemnity. Company shall protect and nclemnify Customer from and against all claims, damages. judgments and loss ansing from infringement a eloped infmgement of any United States patent by any of the goods manufactured by Company and delivered hereunder, provided that in the event of suit a threat of suit for patent nbingement. Company shal promptly be notified and given full opportunity to negotiate a settlement Company does not warrant against infringement by reason of Customer's design of the articles a the use thereof in combination with other materials or n the operation of any process. In the event d litigation. Customer ogees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section. al parties concerned shal be entitled to be represented by counsel at their own expense. 19. Limited Warranty. Company warrants fora period d 12 months from the date of substantial completion ('Warranty Period') equipment manufactured by Company epeeist failure due to defects in material and manufacture and that the labor/labour furnished is warranted to have been properly performed (the 'Warranty). Product manufactured by Company that Includes required startup and is sold in North America will not be warranted by Company unless Company performs the product start-up. Substantial completion shall be the earlier of the date that the Work is sufficiently complete so that the Work can be utilized fa its intended use or the date that Customer receives beneficial use of the Wak. If such defect is discovered within the Warranty period. Company will correct the defect or furnish replacement equipment (or. at its option. parts therefor) and. if said equipment was Entailed pursuant hereto, labor associated with the replacement of parts or equipment not conforming to this Warranty. Defects must be reported to Company within the Warranty period. Exclusions from this Warranty include damage or failure arising from: wear and tear: corrosion, erosion. deterioration: Customers failure to follow the Company- provided maintenance plan: refrigerant not suppbed by Trane: and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant a lost product. Additional terms and conditions of warranty coverage are applicable for refrigeration equipment. Some components of Company equipment may be warranted directly from the component supplier, in which event this Company Warranty shall not apply to those components but shall be pursuant to the warranty given by such component supplier. Notwithstanding the foregcing, a warranties provided herein terminte upon termination ter cancellation d this Agreement. No warranty lability whatsoever shall attach to Company until the Work has been paid for n full and then said liability shall be limited to the lesser of Company's cost to correct the defective Work ardor the purchase price of the equipment shown to be defective. Equipment. material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. Trans equipment sold on an Lninstaled basis is warranted n accordance with Trane's standard warranty for supplied equipment. THE WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED. IN LAW OR IN FACT. INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEAUNG OR TRADE. UNLESS EXPRESSLY WARRANTED IN WRITING FOR CERTAIN HUSSMANN BRANDED EQUIPMENT. COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPUED REGARDING PREVENTION BY THE WORK, OR ANY COMPONENT THEREOF. OF MOLD/MOULD, FUNGUS. BACTERIA. MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE WORK OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. 20. Insurance. Company agrees to maintain the following insurance while the Work is being performed with lnuts not less than shown below and will. upon request from Customer. provide a Certificate of evidencing the folowng coverage: Commercial General Liability $2.000.000 per occurrence Automobile Liability $2.000.000 CSL Workers Compensation Statutory Limits © 2012 Trane All rights reserved Page 6 of 7 Confidential and Proprietary Information of Trane U.S. Inc. re) EFTA00315608  Proposal Number: -8 TRANE- Ily Building Services 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 its right of subrogation. 21. Commencement of Statutory Limitation Period. Except as to warranty claims. as may be applicable. any applicable statutes of limitation for acts a failures to act shall commence to run, and any alleged cause of action stemming therefrom shall be deemed to have accrued, in any and all events not later than the last date that Trane or its subcontractors physically performed work on the project site. 22. General. Except as provided below, to the maximum extent provided by law. the Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province ki which the Work is performed, without regard to choice of law pMciples which might otheiwise call fa the application of a different state's law. Any dispute arising under a relating to this Agreement that is not disposed of by agreement shall be decided by agate, in a court of competent jurisdiction located in the state or province in which the Work is performed. My action or suit ariseig out of or related to this Agreement must be commenced within one year after the cause of action has accrued. o the extent the Work site is owned and/or operated by any agency of the Federal Government. determrtabon 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 understandrigs. commitments or agreements. oral or written, related to the subject matter hereof. This Agreement may not be amended. modified or terminated except by a writing signed by the parties hereto. No docu-nents shall be incorporated heren by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid. ilegal or incapable of being enforced by any nie of law. all other terms and conditions of this Agreement will nevertheless remain n 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. We or interest herein, without the mitten consent of the Company. Subject to the foregcMg. this Agreement shall be balding upon and inure to the benefit of Customers 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 al together shall constitute but one and the same Agreement. A fully executed facsi-nie copy hereof or the several counterparts shall suffice as an original. 23. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246. as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60.29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741: and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Pat 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. 24. U.S. Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that al items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FM). In particular. Company agrees to be bound only by those Federal contracting daises that apply to 'commercial* suppliers and that are contained in FM 52.212- 5(e)(1). Company compacts 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 Work 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 al govemment officials, including but not limited to the contracting officer and officials of the Smal 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 veil provide copies to Company of al requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not Invited to any communications related to Customers ownership. eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providrig any government official any information about Company's performance of the work that is the subject of the Proposal a this Agreement. other than the Proposal or this Agreement NOTICE: Company is restricted from receiving funds appropriated or otherwise made available under U.S Public Laws 110-161, 111-8. and 111.117. 1-26.251-10(1012) Supersedes 1-26.251-10(0711) © 2012 Trane All rights reserved Page 7 of 7 Confidential and Proprietary Information of Trane U.S. Inc. 1!) EFTA00315609