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HomeMy WebLinkAboutbocc.con.amended.132.2017 C2017-11-13 btf Contract Information Contract Number Project Name Contractor Budget Line Item 001.17.00928.82004 001.34.00928.82004 001.88.00928.82004 166.63.00928.82004 001.40.00928.82000 Procurement Method: Type: Contract Start Date Contract End Date Renewal Retainage If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form. Contact Information: Department County Representative Jodi Smith County Representative Phone (970) 920-5396 Provide a brief description of the contract: Contract Value Summary: $ 31,000.00 $38,132.00 $ 49,888.00 $ 119,020.00 Informal Services/Maintenance Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage schedule. Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount New Contract Total Trane Building Advantage $- Additional Budget Line Item(s) (Please fully allocate New Contract Total) $- $- $- $- HVAC Service Inspections and Building Advantage Systems 4/1/2017 3/31/2020 (Extension 2) Yes Facilities HVAC and BAS Service Inspections Cost Allocation; $23,132 per Service Agreement for scheduled service(s) + additional $15,000 budgeted for ancillary costs throughout contract year. Addition of Intelligent Service agreement @ $13,930.00 per year. No Pitkin County Procurement Cover Sheet Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement (procurement@pitkincounty.com). If not already completed, any contracts $50,000 and over will be routed for signatures to County Manager and Attorney’s Office (if required) by Procurement. 132.2017 C Contract #: 132.2017 Rev. 2018.06.13 btf Budget Line Item #: Multiple *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 1 CHANGE ORDER / CONTRACT AMENDMENT Change Order Number: 132.2017 C OWNER: Pitkin County, Colorado 530 E. Main St., Suite #302 Aspen, CO 81611 CONTRACTOR: Trane U.S., Inc. dba Trane 2387 River Road Grand Junction, CO 81505 The Provision of HVAC Service Inspections and Building Advantage Systems Services (the “Contract”) dated April 4, 2017 between the Board of County Commissioners of Pitkin County, Colorado (the “County”) and Trane U.S., Inc. dba Trane (the “Contractor”), is hereby amended as follows: Description of Change: 1. Pitkin County has elected to renew the HVAC Service Inspections and Building Advantage Systems Services Contract with Trane U.S., Inc dba Trane, which is set to expire on March 31, 2019. Per the terms of the contract it states that, “At the expiration of the initial term, the contract may be extended for an additional term of two (2) additional one 1-year terms by the express written consent of both parties.” If the renewal of this contract is agreeable to Trane U.S., Inc dba Trane, please sign this letter in the space provided below and return it, along with a current copy of your certificate of insurance, naming Pitkin County as additionally insured on the Certificate as required. Pitkin County hereby authorized the renewal of Contract # 132.2017 with Trane U.S., Inc dba Trane, for a period of One (1) Year from contract expiration date; new expiration date is now March 31, 2020. 2. Add Intelligent Services agreement to scope of work for added energy efficiency tracking and savings by better enabling the management of lifecycle costs, reducing energy usage, and maintaining/improving the reliability of existing systems. Contract #: 132.2017 Rev. 2018.06.13 btf Budget Line Item #: Multiple *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 2 Reason for Change: 1. Contract renewal 2. Addition of IS service agreement Original Contract Amount $ 31,000.00 Previous Change Order/Amendment Amount $ 38,132.00 This Change Order/Amendment Amount $ 49,888.00 New Contract Total $ 119,020.00 Contract #: 132.2017 Rev. 2018.06.13 btf Budget Line Item #: Multiple *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 3 In all other respects, the Contract is in full force and effect and remains unchanged by this Amendment. TRANE U.S., INC. DBA TRANE ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL: _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date MANAGER APPROVAL: ________________________________________________ !#COUNTY MANAGER#! Date May-01-2019 Facilities Operations Manager Mike Fleagle Derek McPherren May-08-2019 County Manager Jon Peacock TRANE SERVICE AGREEMENT BUILDING AUTOMATION SYSTEM SERVICE PROPOSAL FOR: Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 U.S.A. Mike Fleagle SITE ADDRESS: Pitkin County Jail Pitkin County Courthouse Pitkin County Library Pitkin County Health and Human Services Bldg 40 (911 Call Center) Pitkin County Sheriff Admin ASPEN, CO 81611 United States LOCAL TRANE OFFICE: Trane U.S. Inc. dba Trane 2387 River Road, Unit 110 GRAND JUNCTION, CO 81505 LOCAL TRANE REPRESENTATIVE: Derek S McPherren Cell: (970) 773-0822 Office: (970) 242-4361 PROPOSAL ID / AGREEMENT NUMBER: 2623206 / DATE: March 15, 2019 EXECUTIVE SUMMARY Thank you for choosing Trane Building Services as your building automation system (BAS) support provider. Your building automation system, driven by Trane Tracer™ controls, is vital to the operation of the HVAC equipment you depend on to help you maintain temperature, humidity and air quality within the strict parameters your organization requires. Occupant comfort, productivity, quality assurance and energy efficiency are just a few of the objectives that may be impacted by indoor environmental conditions in a typical organization. However, all technology requires some attention from time to time to sustain its peak performance and prolong its useful life. Your building automation system is no exception. This Service Agreement for Building Automation Systems—delivered by Trane professionals who are knowledgeable in both HVAC equipment and controls—benefits a wide range of objectives:  Sustainability – Improving operational integration between HVAC equipment and the BAS system reduces energy use, thereby lightening your carbon footprint and advancing your sustainability goals.  Peace of mind – Continuous review and analysis sustains peak performance over the long term and helps prevent system failures and unexpected downtime. Ba ck-up plans built into this agreement are designed to restore data and reboot systems quickly in an emergency situation. 24/7 monitoring through Trane Intelligent Services enables Trane to detect potential problems, avoid downtime, and keep your organizat ion productive and profitable.  A stronger bottom line – Excessive, unnecessary energy consumption and emergency repairs can erode your bottom line. Regular, planned BAS service is a nominal expense that typically pays for itself through energy and operational cost savings.  Operational consistency and continuous improvement - Your building automation system is also the enabling technology behind Trane Intelligent Services™, which remotely monitors critical building systems to ensure the physical environment of the building is being strictly maintained. Establishing connectivity between your building automation system and the Trane Intelligent Services Center allows Trane to continuously capture and analyze data from your building. Based on that stream o f information, our Technical Specialists can proactively recommend improvements and follow through with the appropriate service actions. Exclusive aspects of this Service Agreement leverage Trane Intelligent Services™ (TIS), a revolutionary integration of technology and Trane professionals. TIS gathers active intelligence from your building’s data, allowing Trane to identify what must be done to improve system performance and sustain the conditions that contribute to the mission of your organization We are committed to working with you to maintain the building automation system that is essential to creating and sustaining the indoor environmental conditions that support the objectives of your organization. The details of that commitment are provided in the following pages. WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO WORKING WITH YOU. ADDED VALUE Proper maintenance can save an estimated 12-18%* of your budget compared to a run-to-fail approach. A Trane BAS Service Agreement is structured to help you manage your lifecycle costs and capture those savings. In addition to financial value, when you partner with Trane you can expect: CONTRACT AND FINANCIAL BENEFITS Assigned Service Team - Your service team will consist of a professional Service Coordinator, Service Technicians and an Account Manager, all with extensive HVAC systems and BAS experience. Our technicians have a thorough understanding of building automation systems and the associated controls, along with heating, refrigeration and airside systems. Priority Response - As a Trane Service Agreement customer, you will receive service priority over time and materials customers. Automated Scheduling System - Trane utilizes a computerized scheduling program to ensure that all services included in the agreement are performed as stated. Financial Benefits - The implementation of this building automation system support agreement from Trane can help control the costs of operating your building in several ways: Lower energy consumption; reduction in the costs and disruptions caused by downtime; planned, budgeted and controlled operating costs; and reduced maintenance. All of these benefits can be gained through a structured contract for support. TRANE INTELLIGENT SERVICES – 24 X 7 SUPPORT With an active Trane service agreement and Tracer™ 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. There are many TIS offers that serve a range of needs: Alarm Notification, Building Performance, Energy Performance, Energy Assessment and Active Monitoring. These may be customized to meet your unique requirements. In additional to Alarm Notification, this proposal also includes the following Trane Intelligent Services offers: SUPERIOR SERVICE DELIVERY Trane’s original equipment manufacturer (OEM) Service Delivery Process Ensures consistent quality through: • Focus on building environments • Uniform service delivery • Pre-job parts planning • Documented work procedures • Efficient and economical delivery of services • Emphasis on safety Service Work Flow - Trane utilizes an industry-exclusive service flow process that includes detailed procedures and identified steps for: safety, parts, materials, tools and sequence for execution. Trane 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. These exclusive service procedures delive r superior service and most reliable outcomes at the most cost-effective price. Where applicable, the Trane service process meets or exceeds ASHRAE 180-2008 Standard Practice for Inspection and Maintenance of Commercial Building HVAC Systems. 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 Service 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 – Operator training and coaching is available per the service agreement. Additional training can be customized to meet your site specific needs. HEALTH AND SAFETY Safety Management Program - Trane Building Services employs several full time Occupational Safety and Health Administration (OSHA) 30-hour certified safety managers who are available to perform safety consultations relating 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-hour certified, or equivalent with yearly retraining on all key occupational safety and health topics. Many of our technicians have participated in “Smith Safe” driver training and some 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 Building Services maintains a Drug-Free Workplace, with a robust drug and alcohol testing program. THE AGREEMENT SERVICE PROPOSAL FOR: Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 U.S.A. Mike Fleagle SITE ADDRESS: Pitkin County Jail Pitkin County Courthouse Pitkin County Library Pitkin County Health and Human Services Bldg 40 (911 Call Center) Pitkin County Sheriff Admin ASPEN, CO 81611 United States LOCAL TRANE OFFICE: Trane U.S. Inc. dba Trane 2387 River Road, Unit 110 GRAND JUNCTION, CO 81505 LOCAL TRANE REPRESENTATIVE: Derek S McPherren Cell: (970) 773-0822 Office: (970) 242-4361 PROPOSAL ID / AGREEMENT NUMBER: 2623206 / DATE: March 15, 2019 CONTACT TELEPHONE NUMBER FOR SERVICE: (970) 248-3970 Your Trane Service Agreement is scheduled for renewal on 4/1/2019. To assure that there will be no interruption of service and benefits to Pitkin County Maintenance your Service Agreement will be extended through 3/1/2020. The adjusted Service Fees for the renewal term for all sites is set forth in the following table: Contract Year Annual Amount - All Sites USD Payment USD Payment Term Year 1 $20,958.00 $10,479.00 Semi-Annual The Annual Amount and Payment information set forth above DO NOT include applicable sales tax. Applicable sales taxes will be included upon generation of the invoice for the renewed Service Agreement. Payment of applicable sales tax is the responsibility of the Customer. 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. The discount would be 628.74 USD if this option is selected. Tax will be calculated based upon the pre-discounted price. The discount for advance payment is not applicable to credit card t ransactions. Please check the box for this option. SCOPE OF SERVICE The Scope of Service for the new agreement period will remain the same as delivered in the current period. TERMS & CONDITIONS Terms & Conditions for the renewal period are attached. CLARIFICATIONS If Pitkin County Maintenance accounting procedures require a purchase order for the renewal term, please provide your purchase order number to Trane no less than 30 days prior to the renewal date. We value your business and look forward to continuing to serve and contribute to your organization’s success. Sincerely, Derek S McPherren Account Manager Trane SCOPE OF SERVICES — STANDARD INCLUSIONS SYSTEM ANALYSIS AND REVIEW Trane will review the building automation system to minimize software problems identify and correct programming errors, failed points, points in alarm and points that have been overridden. Software optimization improves system efficiency, assures compliance to specified conditions, and reduces the risk of costly and disruptive system problems. Regularly scheduled on-site visits by Trane technicians also provide the opportunity to meet with on-site operators, review the system and address any questions or concerns they may have. TRACER DATABASE BACKUP Throughout the year, changes are continuously being made to the database in response to energy efficiency, occupant comfort or operator interface issues. Trane maintains current and archived backups of all vital Tracer databases to expedite system recovery and restoration to the last known set -up following a catastrophic event. SOFTWARE SERVICE PACK UPDATES The latest service pack updates will be downloaded and installed to the existing software version when available. This assures the software is always up to date with the current versions that enhance usability and functionality. OPERATOR COACHING During regularly scheduled visits, Trane technicians will work with on-site operators to develop their skills and proficiencies to help ensure they fully understand how to effectively use the system. CUSTOMER RESPONSIBILITIES Continuous monitoring and an automated alarm process provide reassurance that you will be notified if the systems controlling building environments are not operating as programmed. Instant notification transmits an alert when systems need attention to avoid operational interruptions. • Assist with diagnosing any information technology problems such as IP networking issues. Provide site access, network access, and access to ongoing and historical electrical usage information. • Provide access to data via a Trane approved gateway with appropria te software licenses. • Provide metering for data collection and connectivity of metering or data collection points to the Trane approved gateway. • Customer acknowledges that statements concerning energy savings are projections only and actual savings to be realized by Customer are dependent upon many factors, including conservation measures implemented, seasonal weather variations, fuel price, and specific energy use practices of the facility occupants and workers. Nothing contained in energy reports constit utes a guarantee by Trane that the projected savings will be realized. EQUIPMENT COVERAGE A ND SERVICES TRANE RENEWAL AGREEMENT SITE COVERAGE The following Sites are included: Site Name Address Price Pitkin County Library 120 North Mill Street, ASPEN, CO 81611, United States $3493 annually North 40 Building 911 Call Center 034 Sage Way Road, ASPEN, CO 81611, United States $3493 annually Pitkin County Courthouse 506 East Main Street,, ASPEN, CO 81611, United States $3493 annually Pitkin Health & Human Services 0405 Castle Creek Road, ASPEN, CO 81611, United States $3493 annually Pitkin County Jail 485 Rio Grande, ASPEN, CO 81611, United States $3493 annually Pitkin County Sheriff Admin 540 East Main St, ASPEN, CO 81611, United States $3493 annually Pitkin County Library The following "Covered Equipment" will be serviced at Pitkin County Library: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer Summit Building Management Systems (BMTS) 1 Trane BMSC E16D72698 Tracer Summit Building Management Systems (BMTS) 1 Trane BMTX E16C72533 Description Quantity Per Term System Controls Support (Service 1) 2 North 40 Building 911 Call Center The following "Covered Equipment" will be serviced at North 40 Building 911 Call Center: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane BMSC E15C81549 Description Quantity Per Term System Controls Support SC (Service 2) 2 Pitkin County Courthouse The following "Covered Equipment" will be serviced at Pitkin County Courthouse: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane BMSC000AAA E15D30477 Description Quantity Per Term System Controls Support SC (Service 2) 2 Pitkin Health & Human Services The following "Covered Equipment" will be serviced at Pitkin Health & Human Services: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer Summit Building Management Systems (BMTS) 1 Trane BMTX NS3503698 Description Quantity Per Term System Controls Support (Service 1) 2 Pitkin County Jail The following "Covered Equipment" will be serviced at Pitkin County Jail: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane TRACER SC NS4407707 Description Quantity Per Term System Operation Verification (Service 3) 2 Service 1: System Controls Support Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 2: System Controls Support SC Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 3: System Operation Verification Description  Onsite system operation verification Pitkin County Sheriff Admin The following "Covered Equipment" will be serviced at Pitkin County Sheriff Admin: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane TRACER SC NS4408305 Description Quantity Per Term System Operation Verification (Service 3) 2 Service 1: System Controls Support Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 2: System Controls Support SC Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 3: System Operation Verification Description  Onsite system operation verification ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 1 of 14 Trane Building Advantage Agreement Trane Building Advantage Agreement March 15, 2019 Trane Office Trane U.S. Inc. dba Trane 445 Bryant St., Suite 5 DENVER, CO 80204 Trane Representative Derek McPherren Cell: 970-773-0822 Proposal ID 2044970 Contact Telephone Number for Service (970)248-3970 Company Name Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 Sites Pitkin County Jail Pitkin County Courthouse Pitkin Sheriff Admin Pitkin Health & Human Services Pitkin County Library Bldg. 40 (911 Center) ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 2 of 14 Executive Summary This Trane Building Advantage Agreement provides the gateway to a productive, results-oriented approach to managing and maintaining today’s complex building systems. Industry-wide, building energy management systems (BEMS) are producing more savings and greater value for building owners. As facilities continue to generate more data, these intelligent buildings will generate greater benefits for facility managers, owners and occupants:  Energy efficiency will be optimized for buildings, and even entire cities  Facilities will offer more advantages for occupants, improving how people live and work  Technology will enable compliance with emerging climate change policy  Providers will differentiate themselves through competencies in cyber security Across our customer base, Trane is consistently delivering 5 to 10 percent energy savings through our BEMS service offerings. Additionally, proper maintenance can save an estimated 12 to 18 percent* of your budget compared to a run - to-fail approach. Today, Trane uses data and analytics to help you manage your lifecycle costs and capture those savings, while improving reliability and reducing energy use. Partnering with Trane for BEMS service gives you clear advantages. We look forward to making the following proposed solutions a reality for you. You’ll see how even a good building can get better and improve over time. FOCUSED ON BETTER BU ILDINGS Trane is completely dedicated to making buildings better. The ongoing pursuit of better buildings, using our long-term domain expertise to push new technologies into everyday use, keeps us at the forefront of the industry. Trane experience provides the roots for practical progress:  100+ years of system and equipment experience  35+ years in building automation systems (BAS)  20+ years in energy services FROM ANALYTICS TO RE SULTS As a service partner, Trane puts more knowing behind our doing. Data from your building enables Trane service technicians to focus their time and attention more productively. With analytics running constantly, Trane knows what’s working fine, which issues need attention immediately—and which can wait—before our technicians ever enter your building. Furthermore, Trane documents our work and publishes the progress we’ve helped you achieve in periodic reports. You will see documented results, aligned to your Key Performance Indicators (KPIs) whenever possible. THE VALUE OF REGULAR MAINTENANCE Research conducted by the FEMP* has shown that regular maintenance can:  Cut unexpected breakdowns by 70-75%  Reduce downtime by 35-45%  Lower equipment repairs and maintenance costs by 25-30%  Reduce energy consumption by 5-20% *Source: FEMP O&M Guide 2010 ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 3 of 14 ENERGY PERFORMANCE Energy Performance provides real-time energy monitoring, displayed through a set of online dashboards and tools, to reveal where and when a building consumes energy. It provides the ongoing, real-time insight that’s needed to drive measurable results. This advanced cloud-based building energy management system (BEMS) service provides visual tools and analytics that uncover hidden causes of energy waste. Energy Performance pairs advanced technology with the extensive expertise of Trane building professionals who recommend energy conservation measures (ECMS) based on building data. Advantages:  Leverage spectral analysis to visualize energy usage or demand over a select period  Monitor building performance and view progress on sustainability goals using intuitive dashboards  Access analytics to identify times of excessive energy consumption  Report and track the ongoing improvements gained by proactively managing your building Implementation:  Cloud-based building energy management system provided through Software as a Service (SaaS)  Access to online dashboards, reports, alerts and trending tools  Interpretation by technical specialists  Real-time energy data monitoring and aggregation from multiple sources: utility meters, sub- meters, sensors and building automation system all linked to your local energy costs to track your energy spend more accurately  Software support, online help and documentation  Site set-up and data acquisition Options :  EP = Annual energy performance reviews and energy conservation measure (ECM) recommendations provided by technical specialists. Trane Energy Engineer will look through your site (4x/year) and communicate observations and tips. ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 4 of 14 ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 5 of 14 ES SOFTWARE MAINTENANCE PLAN ES Software Updates and training provides software installation and maintenance, along with information and demonstrations on new features and functionality. Advantages:  Proactively maintain BAS system software to each new version  Gain new and improved capabilities as technology progresses  Know how to gain the full advantages of system enhancements  Keep BAS software compatible with current operating systems and browsers  Access to remote support during working hours through the course of the agreement Implementation:  Proactive notification of software releases  Installation and administration of software and/or firmware upgrades  Comprehensive system and database backup and archiving  Operator coaching and/or up-front discussion on new features ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 6 of 14 PRICING AND ACCEPTAN CE Mike Fleagle Director of Facilities Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 U.S.A. Site Address: Pitkin County 485 Rio Grande ASPEN, CO 81611 United States Trane Service Agreement This Service Agreement for Building Automation Systems consists of the pages beginning with the 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 Service Agreement 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. Contract Year Annual Amount USD Payment USD Payment Term Year 1 13,930.00 6,965.00 Semi-Annual Service Fee Discount. 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. The discount would be 417.90 USD if this option is selected. Tax will be calculated based upon the pre-discounted price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to select this discount option. In addition to any other amounts then due hereunder, if this Agreement is terminated or cancelled prior to its scheduled expiration, Customer shall pay to Company the balance of any amounts billed to but unpaid by Customer and, if a “Service Project” is included in the Agreement, the Cancellation Fee set for th in “Exhibit A” Cancellation Schedule attached hereto and incorporated herein, which Cancellation Fee represents unbilled labor, non-labor expenses and parts materials and components. Subject only to a prior written agreement signed by Trane, payment is due upon receipt of invoice in accordance with Section 4 of the attached Terms and Conditions. Term The Initial Term of this Service Agreement is 1 year, beginning April 1, 2019 and expiring March 31, 2020. However, Trane’s obligation under this Agreem ent 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 March 31, 2020, this Agreement shall renew automatically for successive periods of 1 year (the “Renewal Term”) until terminated as provided herein. If you do not want to renew this Agreement for the Renewal Term, please notify Trane by telephone or by U.S. mail prior to the expiration date set forth in the preceding sentence. If any questions arise regarding this Service Agreement or how to cancel this Agreement, Trane can be reached either by telephone at (970) 248-3970 or by direct mail addressed to: 2387 River Road, Unit 110 GRAND JUNCTION, CO 81505. ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 7 of 14 Renewal Pricing Adjustment The Service Fees for an impending Renewal Term shall be the current Service Fees (defined as the Service Fees for the initial Term or Renewal Term immediately preceding the impending Renewal Term) annually adjusted based on changes to the cost of service. The Service Fees for an impending Renewal Term shall be set forth in the service renewal letter furnished to Customer. Cancellation by Customer Prior to Services; Refund If Customer cancels this Agreement within (a) thirty (30) days of the date this Agreement was mailed to Customer or (b) twenty (20) days of the date this Agreement was delivered to Customer, if it was delivered at the time of sale, and if no Services have been provided by Company under this Agreement, the Agreement will be void and Company will refund to Customer, or credit Customer’s account, the full Service Fee of this Agreement that Customer paid to Company, if any. A ten percent (10%) penalty per month will be added to a refund that is due but is not paid or credited within forty-five (45) days after return of this Agreement to Company. Customer’s right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. Cancellation by Company This Agreement may be cancelled during the Initial Term or, if applicable, a Renewal Term for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to the scheduled expiration date and Company will refund to Customer, or credit Customer’s account, that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. This Agreement is subject to Customer’s acceptance of the attached Trane Terms and Conditions (Service). Derek S McPherren ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 8 of 14 TERMS AND CONDITIONS “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. Agreement. These terms and conditions (“Terms”) 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 following commercial services as stated in the Proposal (collectively, the “Services”): inspection, maintenance and repair (the “Maintenance Services”) on equipment (the “Covered Equipment”), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions, 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. 2. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent (“Customer”) delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer’s order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer’s order is expressly conditioned upon Company’s acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company’s Terms and Conditions attached or referenced serves as Company’s notice of objection to Customer’s terms and as Company’s counter-offer to perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or 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 and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer’s obligation to pay for Services provided by Company to the date of cancellation. 3. 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 business hours shall be billed separately according to then prevailing overtime or emergency labor/labour 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. 4. Payment. Payment is due upon receipt of Company’s invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal t o the lesser of the maximum allowable legal interest rate or 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) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 5. Customer Breach. Each of the following constitutes a breach 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 declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customer’s 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 per form or comply with any material provision of this Agreement. 6. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customer’s expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. 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 have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to ut ilize Customer’s telephone line or network infrastructure to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer’s communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable de vices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. 7. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 8. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from , any of the following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non-maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneum atic, gas, or refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or co nduit; electrical distribution system; hydronic structural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment o r systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or alterations that might be necessary to repair or replace Customer’s existing equipment; (h) The normal function of starting and stopping equipment or the opening and closing of valves, dampers or regulators norm ally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically included in the Agreement; (j) A ny responsibility for design or redesign of the system or the Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) An y services, claims, or damages arising out of Customer’s failure to comply with its obligations under this Agreement; (l) Failure of Customer to follow manufacturer ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 9 of 14 recommendations concerning teardown and internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement (“Pre-Existing Conditions”), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation of any equipment; and (iii) 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. 9. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start -up or replacement; and (b) the labor/labour portion of the Maintenance Services and Additional Work has been properly performed for a period of 90 days from date of completion (the "Limited Warranty"). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company’s obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any labor/labour improperly performed by Company. No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full. Exclusions from this Warranty include claims, losses, damages and expenses in any way connected with, related to or arising from failure or malfunction of equipment due to the following: wear and tear; end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company-provided maintenance plan; unauthorized or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Trane; and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of equipment manufactured by Company may be warranted directly from the component supplier, in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by such component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AN D/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. THE ENERGY AND BUILDING PERFORMANCE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. 10. Indemnity. To the maximum extent permitted by law, Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injur y or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or other authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER’S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER’S DATA OR COMMUNICATIONS NETWORK. 12. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos polychlorinated biphenyl (“PCB”), or other hazardous materials (collectively, “Hazardous Materials”). Customer warrants and represents that there are no Hazardous Materials on the premises that will in any way affect Company’s performance, except as set forth in a writing signed by Company disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and notify Cu stomer. Customer will be responsible for correcting 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, liability, f ees, penalties, injury (including death) or liability of any nature, 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 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 premises site for the presence of Hazardous Materials. 13. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company’s insurance policy, Company will do so but only subject to Company’s manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive rights of subrogation. 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 is unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Co mpany’s election (i) remain in effect but Company’s obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon 10 days notice to Customer, in which event Customer shall pay Company for all parts of the Services furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, “Event of Force Majeure” includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; lightning; tornado; storm; fire; civil disobedience; pandemic; insurrections; riots; labor/labour disputes; labor/labour or material shortages from the usual sources of supply; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 10 of 14 15. Maintenance Services Other Than Solely Scheduled Service. If Company’s Maintenance Services hereunder are not limited solely to Scheduled Service, the following provisions shall also apply: (a) Required restoration shall be performed by Customer at its cost prior to Company being obligated to perform hereunder; (b) any changes, adjustments, service or repairs made to the Equipment by any party other than Company, un less approved by Company in writing, may, at Company’s option, terminate Company’s obligation to render further service to the Equipment so affected; in such case no refund of any portion of the Service Fees shall be made; and (c) Customer shall (i) promptly notify Company of any unusual performance of Equipment; (ii) permit only Company personnel to repair or adjust Equipment and/or controls during the Term or a Renewal Term; and (iii) utilize qualified personnel to properly operate the Equipment in accordance with the applicable operating manuals and recommended procedures. 16. Remote Connectivity. Customer grants to Company the right to remotely connect (via phone modem, internet or other agreed upon means) to Customer’s building automation system (BAS) and or HVAC equipment to view, extract, or otherwise collect and retain data from the BAS, HVAC equipment or other building systems, and to diagnose and remotely make repairs at Customer’s request. The Intelligent Services, including any reports and other information Company provides, are intended to provide operational assessments and recommendations. Electronic Monitoring. Any electronic monitoring Company performs is undertaken solely to enable Company to collect the data and perform any analysis included in Company’s Services. Customer agrees that Company is not liable for inability to perform and/or losses that may occur in cases of malfunction or nonfunctioning of communicatio ns equipment, HVAC and other equipment, the energy management system, failure to identify equipment or system performance issues, failure to recommend corrective action, or otherwise related to the monitoring of Customer’s equipment and building systems. Data Collected. Customer hereby grants to Company the irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to use, reproduce, display, distribute internally or externally and prepare derivative works based upon any such data Company collects from Customer. Company shall not use or publish such data in any way that identifies Customer as the source of that data without Customer’s prior written consent. The data Company will collect from Customer will not include any personal or individual information. Upon Customer’s written request, Company will endeavor to provide an electronic copy of data collected from Customer, subject to availability. For Energy and Building Performance Services (except Energy Assessments and digital assessments), Company will use commercially reasonable efforts to store Custo mer’s data for up to 18 months. Company cannot guarantee the availability of the data. Data Privacy and Security. Company has implemented various security measures for the purpose of protecting Customer’s data against accidental or unlawful access, unauthorized disclosure, loss, destruction, and alteration. Customer is responsible for maintaining the confidentiality of Customer’s user name(s) and password(s). Customer is responsible for all uses of Cust omer’s password(s), whether or not authorized by Customer. Customer must inform Company immediately of any unauthorized use of Customer’s user name(s) or password(s). Transmission of data over the Internet by its nature entails the use of systems under the control of third parties, and as a result Company cannot ensure total control of the security of such systems. Company will take commercially reasonable efforts to ensure that data and other configuration parameters are not visible or accessed by other customers. Customer acknowledges that the very nature of communication via the Internet restricts Company from offering any guarantee of the privacy or confidentiality of information relating to Customer passing over the Internet. In gaining access via the Internet, Customer also acknowledges and accepts that electronic communication may not be free from interference by unauthorized persons and may not remain confidential. Customer therefore accepts that access and storage of data is at Customer’s own risk. Company will notify Customer of any breach in security of which Company become aware. Any breach in privacy of which Customer become aware should be reported by Customer to Company immediately. Company does not disc lose Customer’s information to third parties for their marketing purposes, but Company does use third party software and services to assist Company with collecting and analyzing information. Company may also disclose Customer’s information if required to do so by law, in which case, Company would inform Customer of such disclosure. 17. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned and/or operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersed es all previous understandings, commitments or agreements, oral or written, related to the Services. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind a nd inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 18. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of employee rights In the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 19. U.S. Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212- 5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Services are in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer pro vides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 20. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assi gns: (1) hereby provides this limited waiver or its sovereign immunity as to any damages, claims, lawsuit, or cause of action (her ein “Action”) brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agr eement, whether such Action is based in contract, tort, strict liability, civil liability or any othe r legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agre ement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue: (4) waives any requirement of exhaustion of tribal court or administr ative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer’s tribal cou rt or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of C ustomer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. 1-26.130-7 (0415) ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 11 of 14 Supersedes 1-26.130-7 (1114) 2017-11-13 btf Contract Information Contract Number Project Name Contractor Budget Line Item 001.17.00928.82004 001.34.00928.82004 001.88.00928.82004 166.63.00928.82004 001.40.00928.82000 Procurement Method: Type: Contract Start Date Contract End Date Renewal Retainage If this is a new contractor, please request they complete and submit to Finance a New Vendor Request Form. Contact Information: Department County Representative Jodi Smith County Representative Phone (970) 920-5396 Provide a brief description of the contract: Contract Value Summary: $ 31,000.00 $38,132.00 $ 49,888.00 $ 119,020.00 Informal Services/Maintenance Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed. NOTE: Clerks Office will keep original documents in compliance with Colorado State Archives retainage schedule. Original Contract Amount Previous Change Order/Amendment Amount This Change order/Amendment amount New Contract Total Trane Building Advantage $- Additional Budget Line Item(s) (Please fully allocate New Contract Total) $- $- $- $- HVAC Service Inspections and Building Advantage Systems 4/1/2017 3/31/2020 (Extension 2) Yes Facilities HVAC and BAS Service Inspections Cost Allocation; $23,132 per Service Agreement for scheduled service(s) + additional $15,000 budgeted for ancillary costs throughout contract year. Addition of Intelligent Service agreement @ $13,930.00 per year. No Pitkin County Procurement Cover Sheet Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement (procurement@pitkincounty.com). If not already completed, any contracts $50,000 and over will be routed for signatures to County Manager and Attorney’s Office (if required) by Procurement. 132.2017 C Contract #: 132.2017 Rev. 2018.06.13 btf Budget Line Item #: Multiple *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 1 CHANGE ORDER / CONTRACT AMENDMENT Change Order Number: 132.2017 C OWNER: Pitkin County, Colorado 530 E. Main St., Suite #302 Aspen, CO 81611 CONTRACTOR: Trane U.S., Inc. dba Trane 2387 River Road Grand Junction, CO 81505 The Provision of HVAC Service Inspections and Building Advantage Systems Services (the “Contract”) dated April 4, 2017 between the Board of County Commissioners of Pitkin County, Colorado (the “County”) and Trane U.S., Inc. dba Trane (the “Contractor”), is hereby amended as follows: Description of Change: 1. Pitkin County has elected to renew the HVAC Service Inspections and Building Advantage Systems Services Contract with Trane U.S., Inc dba Trane, which is set to expire on March 31, 2019. Per the terms of the contract it states that, “At the expiration of the initial term, the contract may be extended for an additional term of two (2) additional one 1-year terms by the express written consent of both parties.” If the renewal of this contract is agreeable to Trane U.S., Inc dba Trane, please sign this letter in the space provided below and return it, along with a current copy of your certificate of insurance, naming Pitkin County as additionally insured on the Certificate as required. Pitkin County hereby authorized the renewal of Contract # 132.2017 with Trane U.S., Inc dba Trane, for a period of One (1) Year from contract expiration date; new expiration date is now March 31, 2020. 2. Add Intelligent Services agreement to scope of work for added energy efficiency tracking and savings by better enabling the management of lifecycle costs, reducing energy usage, and maintaining/improving the reliability of existing systems. Contract #: 132.2017 Rev. 2018.06.13 btf Budget Line Item #: Multiple *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 2 Reason for Change: 1. Contract renewal 2. Addition of IS service agreement Original Contract Amount $ 31,000.00 Previous Change Order/Amendment Amount $ 38,132.00 This Change Order/Amendment Amount $ 49,888.00 New Contract Total $ 119,020.00 Contract #: 132.2017 Rev. 2018.06.13 btf Budget Line Item #: Multiple *Increases over $25,000 and/or 10% (single increase or accumulative) of original contract must have County Manager signature. 3 In all other respects, the Contract is in full force and effect and remains unchanged by this Amendment. TRANE U.S., INC. DBA TRANE ________________________________________________ !#VENDOR SIGNATURE#! Date PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL: _________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date MANAGER APPROVAL: ________________________________________________ !#COUNTY MANAGER#! Date May-01-2019 Facilities Operations Manager Mike Fleagle Derek McPherren Jon Peacock XXXXXXXXXXXXXXAndrew M. Stamatkin Account Manager, Client Services 5/2/2019 * *Note: Subject to your acceptance of Trane Terms & Conditions as referenced in Trane Proposal dated 3/15/2019. TRANE SERVICE AGREEMENT BUILDING AUTOMATION SYSTEM SERVICE PROPOSAL FOR: Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 U.S.A. Mike Fleagle SITE ADDRESS: Pitkin County Jail Pitkin County Courthouse Pitkin County Library Pitkin County Health and Human Services Bldg 40 (911 Call Center) Pitkin County Sheriff Admin ASPEN, CO 81611 United States LOCAL TRANE OFFICE: Trane U.S. Inc. dba Trane 2387 River Road, Unit 110 GRAND JUNCTION, CO 81505 LOCAL TRANE REPRESENTATIVE: Derek S McPherren Cell: (970) 773-0822 Office: (970) 242-4361 PROPOSAL ID / AGREEMENT NUMBER: 2623206 / DATE: March 15, 2019 EXECUTIVE SUMMARY Thank you for choosing Trane Building Services as your building automation system (BAS) support provider. Your building automation system, driven by Trane Tracer™ controls, is vital to the operation of the HVAC equipment you depend on to help you maintain temperature, humidity and air quality within the strict parameters your organization requires. Occupant comfort, productivity, quality assurance and energy efficiency are just a few of the objectives that may be impacted by indoor environmental conditions in a typical organization. However, all technology requires some attention from time to time to sustain its peak performance and prolong its useful life. Your building automation system is no exception. This Service Agreement for Building Automation Systems—delivered by Trane professionals who are knowledgeable in both HVAC equipment and controls—benefits a wide range of objectives:  Sustainability – Improving operational integration between HVAC equipment and the BAS system reduces energy use, thereby lightening your carbon footprint and advancing your sustainability goals.  Peace of mind – Continuous review and analysis sustains peak performance over the long term and helps prevent system failures and unexpected downtime. Ba ck-up plans built into this agreement are designed to restore data and reboot systems quickly in an emergency situation. 24/7 monitoring through Trane Intelligent Services enables Trane to detect potential problems, avoid downtime, and keep your organizat ion productive and profitable.  A stronger bottom line – Excessive, unnecessary energy consumption and emergency repairs can erode your bottom line. Regular, planned BAS service is a nominal expense that typically pays for itself through energy and operational cost savings.  Operational consistency and continuous improvement - Your building automation system is also the enabling technology behind Trane Intelligent Services™, which remotely monitors critical building systems to ensure the physical environment of the building is being strictly maintained. Establishing connectivity between your building automation system and the Trane Intelligent Services Center allows Trane to continuously capture and analyze data from your building. Based on that stream o f information, our Technical Specialists can proactively recommend improvements and follow through with the appropriate service actions. Exclusive aspects of this Service Agreement leverage Trane Intelligent Services™ (TIS), a revolutionary integration of technology and Trane professionals. TIS gathers active intelligence from your building’s data, allowing Trane to identify what must be done to improve system performance and sustain the conditions that contribute to the mission of your organization We are committed to working with you to maintain the building automation system that is essential to creating and sustaining the indoor environmental conditions that support the objectives of your organization. The details of that commitment are provided in the following pages. WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO WORKING WITH YOU. ADDED VALUE Proper maintenance can save an estimated 12-18%* of your budget compared to a run-to-fail approach. A Trane BAS Service Agreement is structured to help you manage your lifecycle costs and capture those savings. In addition to financial value, when you partner with Trane you can expect: CONTRACT AND FINANCIAL BENEFITS Assigned Service Team - Your service team will consist of a professional Service Coordinator, Service Technicians and an Account Manager, all with extensive HVAC systems and BAS experience. Our technicians have a thorough understanding of building automation systems and the associated controls, along with heating, refrigeration and airside systems. Priority Response - As a Trane Service Agreement customer, you will receive service priority over time and materials customers. Automated Scheduling System - Trane utilizes a computerized scheduling program to ensure that all services included in the agreement are performed as stated. Financial Benefits - The implementation of this building automation system support agreement from Trane can help control the costs of operating your building in several ways: Lower energy consumption; reduction in the costs and disruptions caused by downtime; planned, budgeted and controlled operating costs; and reduced maintenance. All of these benefits can be gained through a structured contract for support. TRANE INTELLIGENT SERVICES – 24 X 7 SUPPORT With an active Trane service agreement and Tracer™ 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. There are many TIS offers that serve a range of needs: Alarm Notification, Building Performance, Energy Performance, Energy Assessment and Active Monitoring. These may be customized to meet your unique requirements. In additional to Alarm Notification, this proposal also includes the following Trane Intelligent Services offers: SUPERIOR SERVICE DELIVERY Trane’s original equipment manufacturer (OEM) Service Delivery Process Ensures consistent quality through: • Focus on building environments • Uniform service delivery • Pre-job parts planning • Documented work procedures • Efficient and economical delivery of services • Emphasis on safety Service Work Flow - Trane utilizes an industry-exclusive service flow process that includes detailed procedures and identified steps for: safety, parts, materials, tools and sequence for execution. Trane 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. These exclusive service procedures delive r superior service and most reliable outcomes at the most cost-effective price. Where applicable, the Trane service process meets or exceeds ASHRAE 180-2008 Standard Practice for Inspection and Maintenance of Commercial Building HVAC Systems. 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 Service 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 – Operator training and coaching is available per the service agreement. Additional training can be customized to meet your site specific needs. HEALTH AND SAFETY Safety Management Program - Trane Building Services employs several full time Occupational Safety and Health Administration (OSHA) 30-hour certified safety managers who are available to perform safety consultations relating 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-hour certified, or equivalent with yearly retraining on all key occupational safety and health topics. Many of our technicians have participated in “Smith Safe” driver training and some 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 Building Services maintains a Drug-Free Workplace, with a robust drug and alcohol testing program. THE AGREEMENT SERVICE PROPOSAL FOR: Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 U.S.A. Mike Fleagle SITE ADDRESS: Pitkin County Jail Pitkin County Courthouse Pitkin County Library Pitkin County Health and Human Services Bldg 40 (911 Call Center) Pitkin County Sheriff Admin ASPEN, CO 81611 United States LOCAL TRANE OFFICE: Trane U.S. Inc. dba Trane 2387 River Road, Unit 110 GRAND JUNCTION, CO 81505 LOCAL TRANE REPRESENTATIVE: Derek S McPherren Cell: (970) 773-0822 Office: (970) 242-4361 PROPOSAL ID / AGREEMENT NUMBER: 2623206 / DATE: March 15, 2019 CONTACT TELEPHONE NUMBER FOR SERVICE: (970) 248-3970 Your Trane Service Agreement is scheduled for renewal on 4/1/2019. To assure that there will be no interruption of service and benefits to Pitkin County Maintenance your Service Agreement will be extended through 3/1/2020. The adjusted Service Fees for the renewal term for all sites is set forth in the following table: Contract Year Annual Amount - All Sites USD Payment USD Payment Term Year 1 $20,958.00 $10,479.00 Semi-Annual The Annual Amount and Payment information set forth above DO NOT include applicable sales tax. Applicable sales taxes will be included upon generation of the invoice for the renewed Service Agreement. Payment of applicable sales tax is the responsibility of the Customer. 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. The discount would be 628.74 USD if this option is selected. Tax will be calculated based upon the pre-discounted price. The discount for advance payment is not applicable to credit card t ransactions. Please check the box for this option. SCOPE OF SERVICE The Scope of Service for the new agreement period will remain the same as delivered in the current period. TERMS & CONDITIONS Terms & Conditions for the renewal period are attached. CLARIFICATIONS If Pitkin County Maintenance accounting procedures require a purchase order for the renewal term, please provide your purchase order number to Trane no less than 30 days prior to the renewal date. We value your business and look forward to continuing to serve and contribute to your organization’s success. Sincerely, Derek S McPherren Account Manager Trane SCOPE OF SERVICES — STANDARD INCLUSIONS SYSTEM ANALYSIS AND REVIEW Trane will review the building automation system to minimize software problems identify and correct programming errors, failed points, points in alarm and points that have been overridden. Software optimization improves system efficiency, assures compliance to specified conditions, and reduces the risk of costly and disruptive system problems. Regularly scheduled on-site visits by Trane technicians also provide the opportunity to meet with on-site operators, review the system and address any questions or concerns they may have. TRACER DATABASE BACKUP Throughout the year, changes are continuously being made to the database in response to energy efficiency, occupant comfort or operator interface issues. Trane maintains current and archived backups of all vital Tracer databases to expedite system recovery and restoration to the last known set -up following a catastrophic event. SOFTWARE SERVICE PACK UPDATES The latest service pack updates will be downloaded and installed to the existing software version when available. This assures the software is always up to date with the current versions that enhance usability and functionality. OPERATOR COACHING During regularly scheduled visits, Trane technicians will work with on-site operators to develop their skills and proficiencies to help ensure they fully understand how to effectively use the system. CUSTOMER RESPONSIBILITIES Continuous monitoring and an automated alarm process provide reassurance that you will be notified if the systems controlling building environments are not operating as programmed. Instant notification transmits an alert when systems need attention to avoid operational interruptions. • Assist with diagnosing any information technology problems such as IP networking issues. Provide site access, network access, and access to ongoing and historical electrical usage information. • Provide access to data via a Trane approved gateway with appropria te software licenses. • Provide metering for data collection and connectivity of metering or data collection points to the Trane approved gateway. • Customer acknowledges that statements concerning energy savings are projections only and actual savings to be realized by Customer are dependent upon many factors, including conservation measures implemented, seasonal weather variations, fuel price, and specific energy use practices of the facility occupants and workers. Nothing contained in energy reports constit utes a guarantee by Trane that the projected savings will be realized. EQUIPMENT COVERAGE A ND SERVICES TRANE RENEWAL AGREEMENT SITE COVERAGE The following Sites are included: Site Name Address Price Pitkin County Library 120 North Mill Street, ASPEN, CO 81611, United States $3493 annually North 40 Building 911 Call Center 034 Sage Way Road, ASPEN, CO 81611, United States $3493 annually Pitkin County Courthouse 506 East Main Street,, ASPEN, CO 81611, United States $3493 annually Pitkin Health & Human Services 0405 Castle Creek Road, ASPEN, CO 81611, United States $3493 annually Pitkin County Jail 485 Rio Grande, ASPEN, CO 81611, United States $3493 annually Pitkin County Sheriff Admin 540 East Main St, ASPEN, CO 81611, United States $3493 annually Pitkin County Library The following "Covered Equipment" will be serviced at Pitkin County Library: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer Summit Building Management Systems (BMTS) 1 Trane BMSC E16D72698 Tracer Summit Building Management Systems (BMTS) 1 Trane BMTX E16C72533 Description Quantity Per Term System Controls Support (Service 1) 2 North 40 Building 911 Call Center The following "Covered Equipment" will be serviced at North 40 Building 911 Call Center: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane BMSC E15C81549 Description Quantity Per Term System Controls Support SC (Service 2) 2 Pitkin County Courthouse The following "Covered Equipment" will be serviced at Pitkin County Courthouse: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane BMSC000AAA E15D30477 Description Quantity Per Term System Controls Support SC (Service 2) 2 Pitkin Health & Human Services The following "Covered Equipment" will be serviced at Pitkin Health & Human Services: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer Summit Building Management Systems (BMTS) 1 Trane BMTX NS3503698 Description Quantity Per Term System Controls Support (Service 1) 2 Pitkin County Jail The following "Covered Equipment" will be serviced at Pitkin County Jail: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane TRACER SC NS4407707 Description Quantity Per Term System Operation Verification (Service 3) 2 Service 1: System Controls Support Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 2: System Controls Support SC Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 3: System Operation Verification Description  Onsite system operation verification Pitkin County Sheriff Admin The following "Covered Equipment" will be serviced at Pitkin County Sheriff Admin: Equipment Qty Manufacturer Model Number Serial Number Asset Tag Tracer SC 1 Trane TRACER SC NS4408305 Description Quantity Per Term System Operation Verification (Service 3) 2 Service 1: System Controls Support Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 2: System Controls Support SC Description  Verify Trane Controls see equipment at each building  With 2-H Techs verify Trane Controls operate all equipment in each building  Work with 2-H personnel to identify problem areas and provide written reports on finding Service 3: System Operation Verification Description  Onsite system operation verification ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 1 of 14 Trane Building Advantage Agreement Trane Building Advantage Agreement March 15, 2019 Trane Office Trane U.S. Inc. dba Trane 445 Bryant St., Suite 5 DENVER, CO 80204 Trane Representative Derek McPherren Cell: 970-773-0822 Proposal ID 2044970 Contact Telephone Number for Service (970)248-3970 Company Name Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 Sites Pitkin County Jail Pitkin County Courthouse Pitkin Sheriff Admin Pitkin Health & Human Services Pitkin County Library Bldg. 40 (911 Center) ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 2 of 14 Executive Summary This Trane Building Advantage Agreement provides the gateway to a productive, results-oriented approach to managing and maintaining today’s complex building systems. Industry-wide, building energy management systems (BEMS) are producing more savings and greater value for building owners. As facilities continue to generate more data, these intelligent buildings will generate greater benefits for facility managers, owners and occupants:  Energy efficiency will be optimized for buildings, and even entire cities  Facilities will offer more advantages for occupants, improving how people live and work  Technology will enable compliance with emerging climate change policy  Providers will differentiate themselves through competencies in cyber security Across our customer base, Trane is consistently delivering 5 to 10 percent energy savings through our BEMS service offerings. Additionally, proper maintenance can save an estimated 12 to 18 percent* of your budget compared to a run - to-fail approach. Today, Trane uses data and analytics to help you manage your lifecycle costs and capture those savings, while improving reliability and reducing energy use. Partnering with Trane for BEMS service gives you clear advantages. We look forward to making the following proposed solutions a reality for you. You’ll see how even a good building can get better and improve over time. FOCUSED ON BETTER BU ILDINGS Trane is completely dedicated to making buildings better. The ongoing pursuit of better buildings, using our long-term domain expertise to push new technologies into everyday use, keeps us at the forefront of the industry. Trane experience provides the roots for practical progress:  100+ years of system and equipment experience  35+ years in building automation systems (BAS)  20+ years in energy services FROM ANALYTICS TO RE SULTS As a service partner, Trane puts more knowing behind our doing. Data from your building enables Trane service technicians to focus their time and attention more productively. With analytics running constantly, Trane knows what’s working fine, which issues need attention immediately—and which can wait—before our technicians ever enter your building. Furthermore, Trane documents our work and publishes the progress we’ve helped you achieve in periodic reports. You will see documented results, aligned to your Key Performance Indicators (KPIs) whenever possible. THE VALUE OF REGULAR MAINTENANCE Research conducted by the FEMP* has shown that regular maintenance can:  Cut unexpected breakdowns by 70-75%  Reduce downtime by 35-45%  Lower equipment repairs and maintenance costs by 25-30%  Reduce energy consumption by 5-20% *Source: FEMP O&M Guide 2010 ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 3 of 14 ENERGY PERFORMANCE Energy Performance provides real-time energy monitoring, displayed through a set of online dashboards and tools, to reveal where and when a building consumes energy. It provides the ongoing, real-time insight that’s needed to drive measurable results. This advanced cloud-based building energy management system (BEMS) service provides visual tools and analytics that uncover hidden causes of energy waste. Energy Performance pairs advanced technology with the extensive expertise of Trane building professionals who recommend energy conservation measures (ECMS) based on building data. Advantages:  Leverage spectral analysis to visualize energy usage or demand over a select period  Monitor building performance and view progress on sustainability goals using intuitive dashboards  Access analytics to identify times of excessive energy consumption  Report and track the ongoing improvements gained by proactively managing your building Implementation:  Cloud-based building energy management system provided through Software as a Service (SaaS)  Access to online dashboards, reports, alerts and trending tools  Interpretation by technical specialists  Real-time energy data monitoring and aggregation from multiple sources: utility meters, sub- meters, sensors and building automation system all linked to your local energy costs to track your energy spend more accurately  Software support, online help and documentation  Site set-up and data acquisition Options :  EP = Annual energy performance reviews and energy conservation measure (ECM) recommendations provided by technical specialists. Trane Energy Engineer will look through your site (4x/year) and communicate observations and tips. ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 4 of 14 ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 5 of 14 ES SOFTWARE MAINTENANCE PLAN ES Software Updates and training provides software installation and maintenance, along with information and demonstrations on new features and functionality. Advantages:  Proactively maintain BAS system software to each new version  Gain new and improved capabilities as technology progresses  Know how to gain the full advantages of system enhancements  Keep BAS software compatible with current operating systems and browsers  Access to remote support during working hours through the course of the agreement Implementation:  Proactive notification of software releases  Installation and administration of software and/or firmware upgrades  Comprehensive system and database backup and archiving  Operator coaching and/or up-front discussion on new features ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 6 of 14 PRICING AND ACCEPTAN CE Mike Fleagle Director of Facilities Pitkin County Maintenance 485 Rio Grande Place, Unit 101 ASPEN, CO 81611 U.S.A. Site Address: Pitkin County 485 Rio Grande ASPEN, CO 81611 United States Trane Service Agreement This Service Agreement for Building Automation Systems consists of the pages beginning with the 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 Service Agreement 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. Contract Year Annual Amount USD Payment USD Payment Term Year 1 13,930.00 6,965.00 Semi-Annual Service Fee Discount. 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. The discount would be 417.90 USD if this option is selected. Tax will be calculated based upon the pre-discounted price. This Service Fee discount is for advance payment only under the terms stated in this section and is not applicable to credit card transactions. Please check the box to select this discount option. In addition to any other amounts then due hereunder, if this Agreement is terminated or cancelled prior to its scheduled expiration, Customer shall pay to Company the balance of any amounts billed to but unpaid by Customer and, if a “Service Project” is included in the Agreement, the Cancellation Fee set for th in “Exhibit A” Cancellation Schedule attached hereto and incorporated herein, which Cancellation Fee represents unbilled labor, non-labor expenses and parts materials and components. Subject only to a prior written agreement signed by Trane, payment is due upon receipt of invoice in accordance with Section 4 of the attached Terms and Conditions. Term The Initial Term of this Service Agreement is 1 year, beginning April 1, 2019 and expiring March 31, 2020. However, Trane’s obligation under this Agreem ent 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 March 31, 2020, this Agreement shall renew automatically for successive periods of 1 year (the “Renewal Term”) until terminated as provided herein. If you do not want to renew this Agreement for the Renewal Term, please notify Trane by telephone or by U.S. mail prior to the expiration date set forth in the preceding sentence. If any questions arise regarding this Service Agreement or how to cancel this Agreement, Trane can be reached either by telephone at (970) 248-3970 or by direct mail addressed to: 2387 River Road, Unit 110 GRAND JUNCTION, CO 81505. ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 7 of 14 Renewal Pricing Adjustment The Service Fees for an impending Renewal Term shall be the current Service Fees (defined as the Service Fees for the initial Term or Renewal Term immediately preceding the impending Renewal Term) annually adjusted based on changes to the cost of service. The Service Fees for an impending Renewal Term shall be set forth in the service renewal letter furnished to Customer. Cancellation by Customer Prior to Services; Refund If Customer cancels this Agreement within (a) thirty (30) days of the date this Agreement was mailed to Customer or (b) twenty (20) days of the date this Agreement was delivered to Customer, if it was delivered at the time of sale, and if no Services have been provided by Company under this Agreement, the Agreement will be void and Company will refund to Customer, or credit Customer’s account, the full Service Fee of this Agreement that Customer paid to Company, if any. A ten percent (10%) penalty per month will be added to a refund that is due but is not paid or credited within forty-five (45) days after return of this Agreement to Company. Customer’s right to cancel this Agreement only applies to the original owner of this Agreement and only if no Services have been provided by Company under this Agreement prior to its return to Company. Cancellation by Company This Agreement may be cancelled during the Initial Term or, if applicable, a Renewal Term for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to the scheduled expiration date and Company will refund to Customer, or credit Customer’s account, that part of the Service Fee attributable to Services not performed by Company. Customer shall remain liable for and shall pay to Company all amounts due for Services provided by Company and not yet paid. This Agreement is subject to Customer’s acceptance of the attached Trane Terms and Conditions (Service). Derek S McPherren ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 8 of 14 TERMS AND CONDITIONS “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. Agreement. These terms and conditions (“Terms”) 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 following commercial services as stated in the Proposal (collectively, the “Services”): inspection, maintenance and repair (the “Maintenance Services”) on equipment (the “Covered Equipment”), specified Additional Work (if any), and, if included in the Proposal, Intelligent Services, Energy Assessment, Energy Performance Solutions, 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. 2. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent (“Customer”) delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer’s order shall be deemed acceptance of the Proposal subject to these Terms and Conditions. If Customer’s order is expressly conditioned upon Company’s acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company’s Terms and Conditions attached or referenced serves as Company’s notice of objection to Customer’s terms and as Company’s counter-offer to perform in accordance with the Proposal and Company Terms and Conditions. If Customer does not reject or 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 and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or Terms and Conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than Customer’s obligation to pay for Services provided by Company to the date of cancellation. 3. 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 business hours shall be billed separately according to then prevailing overtime or emergency labor/labour 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. 4. Payment. Payment is due upon receipt of Company’s invoice. Service Fees shall be paid no less frequently than quarterly and in advance of performance of the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal t o the lesser of the maximum allowable legal interest rate or 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) incurred by Company in attempting to collect amounts due or otherwise enforcing this Agreement. 5. Customer Breach. Each of the following constitutes a breach 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 declaring termination. Upon termination, Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (a) Any failure by Customer to pay amounts when due; (b) any general assignment by Customer for the benefit of its creditors, Customer’s 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 per form or comply with any material provision of this Agreement. 6. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property or put people at risk. Unless otherwise agreed by Customer and Company, at Customer’s expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other applicable industrial safety standards or guidelines. 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 have any obligation to replace Covered Equipment that is no longer maintainable. During the first 30 days of this Agreement, or upon initial inspection, and/or upon seasonal start-up (if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to ut ilize Customer’s telephone line or network infrastructure to connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer, including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer’s communications and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable de vices (hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used in connection with the Services on Customer equipment. Company may remove such devices at its discretion. Parts used for any repairs made will be those selected by Company as suitable for the repair and may be parts not manufactured by Company. 7. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work; (b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company. 8. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or liable to the Customer for any claims, losses, damages or expenses suffered by the Customer in any way connected with, relating to or arising from , any of the following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non-maintainable parts of the system, including, but not limited to, storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneum atic, gas, or refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or co nduit; electrical distribution system; hydronic structural supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment o r systems; and/or any failure, misadjustment or design deficiencies in other equipment or systems; (c) Damage, repairs or replacement of parts made necessary as a result of electrical power failure, low voltage, burned out main or branch fuses, low water pressure, vandalism, misuse or abuse, wear and tear, end of life failure, water damage, improper operation, unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f) Failure or inadequacy of any structure or foundation supporting or surrounding the equipment to be worked on or any portion thereof; (g) Building access or alterations that might be necessary to repair or replace Customer’s existing equipment; (h) The normal function of starting and stopping equipment or the opening and closing of valves, dampers or regulators norm ally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop, control, and other valves external to the device unless specifically included in the Agreement; (j) A ny responsibility for design or redesign of the system or the Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) An y services, claims, or damages arising out of Customer’s failure to comply with its obligations under this Agreement; (l) Failure of Customer to follow manufacturer ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 9 of 14 recommendations concerning teardown and internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement (“Pre-Existing Conditions”), including, without limitation, damages, losses, or expenses involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in no event exceed the stated percentage of rated system charge per year expressly stated in the Services; (o) crane or rigging costs; (p) Any Services, claims, or damages arising out of refrigerant not supplied by Trane. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation of any equipment; and (iii) 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. 9. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to Customer in performance of the Services is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start -up or replacement; and (b) the labor/labour portion of the Maintenance Services and Additional Work has been properly performed for a period of 90 days from date of completion (the "Limited Warranty"). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Limited Warranty period. Defects must be reported to Company within the Limited Warranty period. Company’s obligation under the Limited Warranty is limited to repairing or replacing the defective part at its option and to correcting any labor/labour improperly performed by Company. No liability whatsoever shall attach to Company until the Maintenance Services and Additional Work have been paid for in full. Exclusions from this Warranty include claims, losses, damages and expenses in any way connected with, related to or arising from failure or malfunction of equipment due to the following: wear and tear; end of life failure; corrosion; erosion; deterioration; Customer's failure to follow the Company-provided maintenance plan; unauthorized or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Trane; and modifications made by others to equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Some components of equipment manufactured by Company may be warranted directly from the component supplier, in which case this Limited Warranty shall not apply to those components and any warranty of such components shall be the warranty given by such component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE REMEDIES SET FORTH IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES FOR WARRANTY CLAIMS PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, LIABILITIES, CONDITIONS AND REMEDIES, WHETHER IN CONTRACT, WARRANTY, STATUTE OR TORT (INCLUDING NEGLIGENCE), EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, ENDORSEMENTS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, FITNESS, MERCHANTABILITY, DURABILITY AN D/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. THE ENERGY AND BUILDING PERFORMANCE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. 10. Indemnity. To the maximum extent permitted by law, Company and Customer shall indemnify and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injur y or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party, and/or its respective employees or other authorized agents in connection with their activities within the scope of this Agreement. Neither party shall indemnify the other against claims, damages, expenses, or liabilities to the extent attributable to the acts or omissions of the other party or third parties. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify and hold harmless will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions that occurred prior to expiration or termination of this Agreement. 11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS, OR LIABILITY TO THIRD PARTIES), OR PUNITIVE DAMAGES WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER WITH RESPECT TO ANY AND ALL CLAIMS CONNECTED WITH, RELATED TO OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY OR FACTS, SHALL NOT EXCEED THE COMPENSATION RECEIVED BY COMPANY OVER THE 12 MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE FOR THE SERVICES AND ADDITIONAL WORK FOR THE LOCATION WHERE THE LOSS OCCURRED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING IN CONNECTION WITH PROVIDING THE ENERGY AND BUILDING PERFORMANCE SERVICES: INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; CUSTOMER’S NETWORK SECURITY; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OF DATA; GAPS IN DATA COLLECTED; AND UNAUTHORIZED ACCESS TO CUSTOMER’S DATA OR COMMUNICATIONS NETWORK. 12. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos polychlorinated biphenyl (“PCB”), or other hazardous materials (collectively, “Hazardous Materials”). Customer warrants and represents that there are no Hazardous Materials on the premises that will in any way affect Company’s performance, except as set forth in a writing signed by Company disclosing the existence and location of any Hazardous Materials in all areas within which Company will be performing. Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and notify Cu stomer. Customer will be responsible for correcting 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, liability, f ees, penalties, injury (including death) or liability of any nature, 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 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 premises site for the presence of Hazardous Materials. 13. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company’s insurance policy, Company will do so but only subject to Company’s manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company or its insurer waive rights of subrogation. 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 is unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Co mpany’s election (i) remain in effect but Company’s obligations shall be suspended until the uncontrollable event terminates or (ii) be terminated upon 10 days notice to Customer, in which event Customer shall pay Company for all parts of the Services furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, “Event of Force Majeure” includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; lightning; tornado; storm; fire; civil disobedience; pandemic; insurrections; riots; labor/labour disputes; labor/labour or material shortages from the usual sources of supply; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or indirect benefit of the government. ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 10 of 14 15. Maintenance Services Other Than Solely Scheduled Service. If Company’s Maintenance Services hereunder are not limited solely to Scheduled Service, the following provisions shall also apply: (a) Required restoration shall be performed by Customer at its cost prior to Company being obligated to perform hereunder; (b) any changes, adjustments, service or repairs made to the Equipment by any party other than Company, un less approved by Company in writing, may, at Company’s option, terminate Company’s obligation to render further service to the Equipment so affected; in such case no refund of any portion of the Service Fees shall be made; and (c) Customer shall (i) promptly notify Company of any unusual performance of Equipment; (ii) permit only Company personnel to repair or adjust Equipment and/or controls during the Term or a Renewal Term; and (iii) utilize qualified personnel to properly operate the Equipment in accordance with the applicable operating manuals and recommended procedures. 16. Remote Connectivity. Customer grants to Company the right to remotely connect (via phone modem, internet or other agreed upon means) to Customer’s building automation system (BAS) and or HVAC equipment to view, extract, or otherwise collect and retain data from the BAS, HVAC equipment or other building systems, and to diagnose and remotely make repairs at Customer’s request. The Intelligent Services, including any reports and other information Company provides, are intended to provide operational assessments and recommendations. Electronic Monitoring. Any electronic monitoring Company performs is undertaken solely to enable Company to collect the data and perform any analysis included in Company’s Services. Customer agrees that Company is not liable for inability to perform and/or losses that may occur in cases of malfunction or nonfunctioning of communicatio ns equipment, HVAC and other equipment, the energy management system, failure to identify equipment or system performance issues, failure to recommend corrective action, or otherwise related to the monitoring of Customer’s equipment and building systems. Data Collected. Customer hereby grants to Company the irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to use, reproduce, display, distribute internally or externally and prepare derivative works based upon any such data Company collects from Customer. Company shall not use or publish such data in any way that identifies Customer as the source of that data without Customer’s prior written consent. The data Company will collect from Customer will not include any personal or individual information. Upon Customer’s written request, Company will endeavor to provide an electronic copy of data collected from Customer, subject to availability. For Energy and Building Performance Services (except Energy Assessments and digital assessments), Company will use commercially reasonable efforts to store Custo mer’s data for up to 18 months. Company cannot guarantee the availability of the data. Data Privacy and Security. Company has implemented various security measures for the purpose of protecting Customer’s data against accidental or unlawful access, unauthorized disclosure, loss, destruction, and alteration. Customer is responsible for maintaining the confidentiality of Customer’s user name(s) and password(s). Customer is responsible for all uses of Cust omer’s password(s), whether or not authorized by Customer. Customer must inform Company immediately of any unauthorized use of Customer’s user name(s) or password(s). Transmission of data over the Internet by its nature entails the use of systems under the control of third parties, and as a result Company cannot ensure total control of the security of such systems. Company will take commercially reasonable efforts to ensure that data and other configuration parameters are not visible or accessed by other customers. Customer acknowledges that the very nature of communication via the Internet restricts Company from offering any guarantee of the privacy or confidentiality of information relating to Customer passing over the Internet. In gaining access via the Internet, Customer also acknowledges and accepts that electronic communication may not be free from interference by unauthorized persons and may not remain confidential. Customer therefore accepts that access and storage of data is at Customer’s own risk. Company will notify Customer of any breach in security of which Company become aware. Any breach in privacy of which Customer become aware should be reported by Customer to Company immediately. Company does not disc lose Customer’s information to third parties for their marketing purposes, but Company does use third party software and services to assist Company with collecting and analyzing information. Company may also disclose Customer’s information if required to do so by law, in which case, Company would inform Customer of such disclosure. 17. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance with the laws of the state or province in which Company performs the Services. Any dispute arising under or relating to this Agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned and/or operated by any agency of the United States Federal Government, determination of any substantive issue of law shall be according to the United States Federal common law of Government contracts as enunciated and applied by United States Federal judicial bodies and boards of contract appeals of the United States Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersed es all previous understandings, commitments or agreements, oral or written, related to the Services. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other Terms of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind a nd inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns. No failure or delay by the Company in enforcing any right or exercising any remedy under this Agreement shall be deemed to be a waiver by the Company of any right or remedy. 18. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471, appendix A to subpart A, regarding the notice of employee rights In the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 19. U.S. Government Services. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212- 5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Services are in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer pro vides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the Services that are the subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 20. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assi gns: (1) hereby provides this limited waiver or its sovereign immunity as to any damages, claims, lawsuit, or cause of action (her ein “Action”) brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agr eement, whether such Action is based in contract, tort, strict liability, civil liability or any othe r legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agre ement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue: (4) waives any requirement of exhaustion of tribal court or administr ative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer’s tribal cou rt or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of C ustomer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. 1-26.130-7 (0415) ©2016 Trane. All rights reserved. Confidential and proprietary information of Trane U.S. Inc. Page 11 of 14 Supersedes 1-26.130-7 (1114)