State of Colorado Purchase Order Terms and Conditions.pdf

I. OtTer/Acceptance. If this purchase order ( " P O ) refers to vendor's bid or proposal, this PO is an ACCEPTANCE of vendor's OFFER TO SELL in accordance with the terms and conditions of the "solicitation" identified in vendor's bid or proposal The solicitation includes an RFP, IFB, or any other form of order bv buver. If a bid or proposal is not referenced, this PO is an OFFER TO BUY, subject to vendor's acceptance, demonstrated by vendor's performance or written acceptance of this PO. Any COUNTER-OFFER TO SELL automaticallv CANCELS this PO, unless a change order is issued by .--buver accepting a counter-offer. This PO shall supersede and control over any vendor form(~) or part(~) . - -thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of inconsistencies or contradictions. regardless of any statement to the contrary in such form(s) or parts .~ ~~~~ ~ thereof. 2. Safety Information. ~ l l ' c h ~ m i c a l s , equipment and materials proposed andlor used in the performance of this PO shall conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor shall fumish all Material Safetv Data Sheets (MSDS) for any regulated chemicals, . .

equipment or hazardous materials at the time ofdelivery.

3. Changes. Vendor shall fumish products andlor services strictly in accordance with the specifications and orice set forth for each item This PO shall not be modified. superseded or otherwise altered, except in writing signed by purchasing agent and accepted by vendor. Each shipment received or service performed shall comply with the terms of this PO, notwithstanding invoice lcrms or acts of vendor to the contrary, unless this PO has been modified superseded or otherwise altered in accordance with this section.

4. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination.

Buyer is relying on the promised delivery date, installation, andlor service performance set forth in vendor's bid or proposal as material and basic to buyer's acceptance. If vendor fails to deliver or perform as and when promised, buyer, in its sole discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence.

5. lntellectual Property. Any s o h a r e , research, reports, studies, data, photographs, negatives or other documents, drawings or materials (collectively "materials") delivered by vendor in performance of its obligations under this PO shall be the exclusive prophty of buyer. Ownership rights shall include, but not be limited to. the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the materials. Vendor shall comolv with all applicable Cvber Securitv Polieies of the State of -- ~ . - Colorado (the "State"), or buyer, as applicable, and all confidentiality and non-disclosure agreements, security controls, and reporting requiremcnts.

6. Quality. Buyer shall be the sole judge in determining "equals" with regard to quality, priec and performance. All products delivered shall be newly manufactured and the current model, unless otherwise specified.

7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4 ("CUCC"), relating to implied andlw express warranties are incorporated herein. in addition toany warranties contained in this PO or the spec~fications.

8. Inspection m d Acceptance. Final acceptance is contingent upon completion of all applicable inspection procedures. If products or services fail to meet any inspection requirements, buyer may exercise all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect services provided under this PO at all reasonable times and places. "Services" as used in this section includes services performed or tangible material produced or delivered in the performance of services.

If anv of the services do not conform to PO reauirements. buver mav reauire vendor to perform the ~, . , . .

services again in conformity with PO requiremints, without additional payment. When defects in the quality or quantity of service cannot be corrected by re-performance, buyer may (a) require vendor to take necessary action to ensure that future performance conforms to PO requirements and @) equitably reduce the payment due vendor to reflect the reduced value of the services performed These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.

9. Cash Discount. The cash discount period will start from the later of the date of receipt of acceptable invoiee, or from date of receipt of acceptable products/services at the specified destination by an authorized buyer representative.

10. Taxes. Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code [No. 84-730123K1 and from all State and local government sales and use taxes [CRS. Title 39. Article 26, Pam I and ll]-Such exemptions apply ~ h e ~ m a t e r i a l s are purchased for the benefit of State. except that in certain oolitical subdivisions lee.. Citvof Denver) vendor mav be . - . -required to pay sales or use taxes even though the ultimate product or service is provided to buyer Buyer shall not reimburse such sales or use taxes.

11. Payment. Buyer shall pay vendor for all amounts due within 45 days after receipt of produets or services and a correct notice of amount due. Interest on the unpaid balance shall begin to aeerue on the 46th day at the rate set forth in CRS $24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to buyer's obligation to pay all or a portion of the amount due Vendor shall invoice buyer separately for interest on delinquent amounts due, referencing the delinquent payment, number of day's intelrst to be paid, and applicable interest rate.

12. Vendor OtTset. [NotApplicable to Infer-governmental POs] Under CRS 424-30-2024 (3 5). the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or arrearages; @) unpaid balances of tax, accrued interest. or other charges swcified in CRS 839-21-101. et sea.; (c) unwid loans due to the Student Loan Division of the DepAment of ~ i ~ h e r ~ ~ d u c a t i o n . (d) amounts required to be paid to the Unemployment Compensation Fund, and (e) other unpaid debts owing to the Statc as a rcsult of final agency determination or judicial action

13. ~ & i ~ n m e n t and ~u&essors . Vendor shall not assign rights or delegate duties under this PO, or subcontract anv part of the performance reauired under this PO. without the exmess. written consent of buyer This PO shall inure to the benefit of and be binding upon vendor and buyer and their respeetive successors and assigns. Assignment of accounts receivable may be made only upon written notice fumished to buyer.

14. Indemnification. If any article sold or delivered under this PO is covered by a patent, copyright, trademark. or application therefore, vendor shall indemnify and hold h m l e s s buyer from any and all loss, liability. cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising outbfmanufactuYe, sale or use of such article in violation or infringement of rights under such patent, cowriaht. trademark oraodication. If this PO is for services. vendor shall indemnify, lave, and ~ l d h a r m l e s s buyer, ikemployees and agents, against any and all claims, damages, liability and court awards including wsts, expenses, and attorney fees and related expenses, incurred as a result of any act or omission by vendor, or its employees, agents, subcontractors or asigneca. arising out of or in connection with pcrformancc of scrvnccs under this PO

15. Independent Contractor. Vendor shall wrform itadutlcs hereunder ;~.i an indewndent contractor and not an employee Neither vendor nor k y agent or employee of vendor shall be deemed to be an dgent or employcc of buy- Vendor and ~ t s cmployccs and agenu a e not enl~tlcd to uncmploymcnt Insurance or ~ o r k e r s compcnsatlon benefits through buyer and buyer shall nut pdy for or otherw~sc provide such coverage for vendor or any of its agents or employees. Unemployment insurance benefits will be available to vendor and its employees and agents only if coverage is made available by vendor or a third party. Vendor shall pay when due all applicable employment, income, and loeal head taxes incurred pursuant to this PO. Vendor shall not have authorization, express or implied to bind buyer to any agreement, liability or understanding, except as expressly set forth herein. Vendor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide p r w f thereof when requested by buyer, and (c) be solely responsible for its acts and those of its employees and agents.

16. Communication. All communication concerning administration of this PO, prepared by vendor for buver's use. shall be furnished solely to purchasing agent. . .

17: ~ o r n ~ l i a n c e . Vendor shall strictly comply with ail applicable federal and state laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices.

18. Insurance. Vendor shall obtain, and maintain, at all times during the term of this PO. insurance as specified in the solicitation, and provide prwf of such coverage as requested by purchasing agent.

19. Termination Prior to Shipment. If vendor has not accepted this PO in writing, buyer may cancel this PO by written or oral notice to vendor prior to shipment of goods or commencement of services.

20. Termination for Cause. (a) If vendor refuses or fails to timely and properly perform any of its obligations under this PO with such diligence as will ensure its completion within the time specified herein, buyer may notify vendor in writing of non-performance and, ifnot corrected by vendor within the time specified in the notice, terminate vendor's right to proceed with the PO or such part thereof as to which there has been delay or a failure. Vendor shall continue performance of this PO to the extent not terminated and be liable for excess costs incurred by buyer in procuring similar goods or services elsewhcre Payment for completed services performed and accepted shall be at the price set forth in this PO. @) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for excess costs incurred in curing, completing or procuring similar goods and services.(c) If after rejection, revocation, or other termination of vendor's right to proceed under the CUCC or this clause, buyer determines for any reason that vendor was not in default or the delay was excusable, the rights and obligations of buyer and vendor shall be the same as if the notice of termination had been issued pursuant to termination under $21

21. Termination In Public Interest. Buyer is entering into this PO for the purpose of canying out the public policy of the State, as determined by its Governor, General Assembly, and C0urt.i. If this PO ceases to further the public policy of the State. buyer, in its sole discretion, may terminate this PO in whole or in part and such termination shall not be deemed to be a breach of buyer's obligations hereunder This section shall not apply to a termination for vendor's breach, which shall be governed by $20. Buyer shall give written notie; of termination to vendor specifying the part of the PO tcrminated and when termination becomes effective. Upon receipt of notice of termination, vendor shall not incur further obligations except as necessary to mitigate costs of performance. For services or specially manufactured buyer shall pay (a) reasonablesettlement expenses, (b) the PO price or rate for supplies and services delivered and accepted, (c) reasonable costs of performance on . .

unacceptedsupplies and services, and (d) a reasonable profit for the unaccep;ed work. For existing goods, buyer shall pay (e) reasonable settlement expenses. (1) the PO price for goods delivered and accepted. (g) reasonable costs ineurred in preparation for delivery of the undelivered goods, and (h) a reasonable profit for the preparatory work. Buyer's termination liability under this seetion shall not exceed the total PO price plus a reasonable cost for settlement expenses. Vendor shall submit a termination proposal and reasonable supporting documentation, and cost and pricing data as required by CRS $24-106-101, upon request of buyer.

22. P O Approval. This PO shall not be valid unless it is executed by purchasing agent Buyer shall not be responsible or liable for products or serviees delivered or performed prior to proper execution hprpnf . . -. --. .

23. Fund Availability. Financial obligations of buyer payable after the current fiscal year are contingent uoon funds for that oumose k i n e amrooriated. budgeted and otherwise made available If - . . . - .. .

this PO is funded in whole or in part with federal funds, this PO is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. Buyer represents that it has set aside sufficient funds to make oavment for e w d s delivered in a single installment. in accordance with the . .

terms of this PO.

24. Choice of Law. State laws, rules and regulations shall be applied in the interpretation, execution, and enforcement of this PO. The CUCC shall govern this PO in the case of goods unless otherwise agreed in this PO Any provision included or incorporated herein by reference which conflicts with such laws, rules, and regulations is null and void Any provision incorporated herein by reference which purpom to negate this or any other provision in this PO in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise.

Unless otherwise specified in the solicitation or this PO, venue for any judicial or administrative action arising out of or in conneetion with this PO shall be in Denver, Colorado. Vendor shall exhaust administrative remedies in CRS $24-109-106, prior to commencing any judicial action against buyer

25. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund management services, sponsoredprojeds, intergovernmental POs, or information technology services orproduds and services] Vendor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this PO and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this PO, through participation in the E-Verify Program or the Department program established pursuant to CRS $8-17.5-102(5)(c), Vendor shall not knowingly employ or contract with an illegal alien to ucrform work under this PO or enter into a contract or PO with a subcontractor that fails to certify to vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to wrfolm work under this PO. Vendor shall (a) not use E-Verify Program or Department program procedures to undertake pre-mplovment screenine. of . . .

job applic&ts du& of ih is -p~, (b) notify subcontractor and buyer within three days if vendor has actual knowledge that subcontractor is employing or contracting w~th an illegal alien for work under this PO. (c) tmninatc the subcontract if subcontractor does not stop emploving or .

contracting with the illegal alien within three days of receiving notice, and (d) comply with reasonable reauests made in the course of an investieation. undertaken pursuant to CRS 68-17 5-102l51. bv the > , .

coiorado Department of Labar and ~mpjoyment If vendor barticipates tn the'~epartment program vendor shall deliver to the buyer a written, notarized affirmation that vendor has examined;helegal work status of such employee, and shall comply with all of the other requirements of the Department program. If vendor fails to wmply with any requirement of this provision or CRS $8-1 7 5-10 I et seq., buver mav terminate this PO for breach and. if so tmninated. vendor shall be liable for damaees . , -~

26. Public Contracts with Natural persons. Vendor, if a natural person eighteen (18) years of age or older, hereby swears and atfirms under penalty of pe jury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS 824-765-101 et seq., and (c) has produced a form of identification required by CRS $24-76 5-103 prior to the date vendor delivers goods or begins performing services under terms of the PO

Effective Date 01/01/09

Commission Air Handlers Proposal ID: 1440421

TERMS AND CONDITIONS - QUOTED SERVICE

"Company" shall mean Trane U.S. Inc. dba Trane.

1. Acceptance; Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreemenr) resulting from Company's proposal (the "Proposal")for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipmentn). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the parly to whom this offer is made or an authorized agent ("Customef) 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 andlor conditions other than those expressed herein, retum 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 counter-offer to provlde Senrices in accordance with the Proposal and the applicable Company t e n s and conditlons In effect at the Ume of delivery or acceptance of the Services. If Customer does not reject or object in writing to Company within 10 days, the Company's counter-offer wlll be deemed accepted. Customer's acceptance of the Services by Company will in any event wnstitute 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 dellvery 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 andlor terms and conditlons with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall becancelled without any liability, other than Customer's obligation to pay for Services rendered by Company to the date of cancellation.

2. 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 normal business hours and any after-hours services shall be billed separately according to then prevalllng overtime or emergency laborhabour rates. In addltion to the stated Sewlce Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall pmvide Company with acceptable tax exemption certificates. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due.

,3. Payment. Payment is due upon receipt of Company's Invoice. Company reserves the right t d to any account outstanding for more than So days a servke charge equal to the lesser of the maximum allowable legal interest rate o I@ of the principal amount due at the end of iq'

$5 each month. Customer shall pay all costs (including attorneys' fees) incurred by Company in mptlng to collect amounts due or otherwise enforcing these terms and conditions.

a

4. Customer Breach. Each of the following events or conditions shall constitute a breach by Custwner and shall give Company the rig&,.

without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice declaring termination, upon which event Customer shall be liable to the Company for all Services fumished to date

R: (1) Any fallure by Customer to pay amounts when; 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 orarrangement 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 appolnted 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 ~ t h any material provision of this Agreement.

5. Performance. Company shall perform the Services in accordance with industry standards generally appilcable in the area under similar circumstances as of the time Company performs the Sewlces. Company is not liable for any clalms, damages, losses, or expenses, arising from or related to work done by or services provlded by individuals or entities that are not employed by or hued by Company. Company may refuse to perform any Services or work where working condltlons could endanger property or put at risk the safety of people. Unless otherwise agreed to 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 or state industrial safety regulations.

6. Excluslons. Unless expressly included in the Proposal. the Services do not include, and Company shall not be liable for, any of the following:

(a) Any guarantee of room condi~ons or system performance;

(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 effecUve date of this Agreement ('Pre-Existing Conditions")ncludlng, 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 moldlmould and/or fungi;

and

(e) Replacement of refrigerant Is excluded, unless replacement of refrigerant Is expressly stated as Included with the Proposal.

7. Warranty. Company warrants that: (a) the material manufactured by Company and fumished hereunder 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 IaborAabour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion (the "Warranty") . Company obligations of equipment start-up, If any are stated in the Proposal, are cdermlnous with the Warranty period. Defects must be reported to Company wlthln the Warranty period. Company's obligation under the Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed IaborAabour. No liability whatsoever shall attach to Company until the Services have been paid for in full.

Excluslons from this Warranty include damage or fallure arising from: wear and tear; corrosion, erosion, deterioration; Customer's failure to follow the Company-provided maintenance plan: and modlficatlons made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Additional t e n s 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 wamnty given by such component supplier. Notwithstanding the foregoing, all warranties provlded herein terminate upon termination or cancellation of this Agreement. Equipment, material andlor parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer.

M E WARRANN AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHR11ER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING 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. UNLESS EXPRESSLY WARRANTED IN WRITING FOR CERTAIN HUSSMANN BRANDED EQUIPMENT, COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLDIMOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT M E GROWTH OF SUCH MATERIALS. THE WARRANTY AND LIABILITY SET FORTH IN M I S AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, 02012 Trane AM rights reserved Page 4 of 6 Trane Service Quote

Pricing and Acceptance

Total Price: ................................................................ $442300 USD

Clarifications:

1. Applicable taxes are included.

2. Any service not listed is not included.

3. Work will be performed during normal Trane business hours.

4. This proposal is valid for 30 days from September 19,2012.

I appreciate the opportunity to earn your business, and look forward to helping you with all of your service needs.

Please contact me if you have any questions or concerns.

Respectfully submitted by, Ray MarshalVRich Zydzik Account Manager

This agreement is subject to Customer's acceptance of the attached Trane Terms and Conditlons - Quoted Service.

CUSTOMER ACCEPTANCE

Authorized Representative

Printed Name

Title

Purchase Order

Acceptance Date

Trane License Number: 19006

82012 Trane AN rights reserved Page 3 of 6 Trane Service Quote

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.

damages they shall be limited to the purchase price of the Services for one location over a 12 month term. iN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES RESULTING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR

OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS.

10. Asbestos and Hazardous Materials. Company's servlces 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 condltlon 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 servlces only when the affected area has been rendered harmless.

11. Insurance. Company agrees to maintain the following Insurance durlng the term of the contract with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the followlng 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 addltlonal 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

12. Force Majeure. Company's duty to perform under this Agreement is contingent upon the nonacurrence 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 untll h e uncontrollable event terminates or (11) be terminated upon ten (10) days notice to Customer, In which event Customer shall pay Company for ail 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 limning the foregoing, 'Event of Force MaJeure" Includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; lightning; tornado; storm; fire; clvil disobedience; pandemic insurrections; riots; labor disputes: labor or material shortages; sabotage; reslralnt 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, certlflcates or approvals If not caused by Company and the requirements of any applicable government in any manner that diverts either the materlal or the finished product to the direct or indirect benefit of the government.

13. General. Except as provided below, to the maximum extent provided by law. thls Agreement Is made and shall be Interpreted and enforced in accordance with the laws of the state or province in whlch Ule Services are performed. Any dispute arlslng 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 provlnce in whlch the Services are performed. To the extent the premises are owned andlor 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 appiled by Federal judlclal 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. Thls Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or wrltten, related to the subject matter hereof. Except as provided for Service Fee adjustments, this Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated hereln by reference except to the extent Company Is a signatory thereon. If any term or condition of thls 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 asslgn, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall blnd and inure to the benefit of the parties hereto and their permitted successors and assigns. Thls 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 facslmlle copy hereof or the several counterparts shall suffice as an original. No modiicatlons, additions or changes may be made to Ulls Agreement except In a mitlng signed by Company.

14. Equal Employment Opportunlty/AftirmatIve Action Clause. Company is a federal contractor which complies fully with Executive Order 11246, as amended, and the appllcable 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. Sectlon 4212 and the applicable regulations contained in 41 C.F.R.

Part 60-250; and Executive Order 13496 and Section 29 CFR 471, appendlx 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.

15. U.S. Government Contracts.

The following provlslon applles only to direct sales by Company to the US Government. The Parties acknowledge that all Items or services ordered and deilvered under thls Agreement 1 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)(l). Company complies with 52.218-8 or 52.219-9 in its service and installation contracting buslness.The following provlslon 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 oonnection 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 ceNflcations 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, ellglbility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer

@2012 Trane All rights reserved Page 5 of 6 Trane Service Quote 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 prlme contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractor's Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval fmm 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.

1-10.48 (January 31,2012) Supersedes 1-1 0.48 (October 14.201 1)

@2012 Trane All rights reserved Page 6 of 6 Trane Service Quote