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Renewal Letter Year 3 — Indian River County — BAS SA
<br />Proposal ID: 2332630
<br />TERMS AND CONDITIONS
<br />"Company" shall mean Trane U.S. Inc..
<br />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
<br />from Company's proposal (the "Proposal") for the following commercial services as stated in the Proposal (collectively, the "Services"): inspection, maintenance
<br />and repair (the "Maintenance Services") on equipment (the "Covered Equipment"), specified Additional Work (if any), and, if included in the Proposal, Intelligent
<br />Services, Energy Assessment, Energy Performance Solutions, and any other services using remote connectivity (collectively and individually referred to in these
<br />Terms as "Energy and Building Performance Services"). COMPANY'S TERMS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT.
<br />2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ("Connected Services Terms"), available at
<br />hftps:llwww.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that
<br />Company provides Customer with Connected Services, as defined in the Connected Services Terms.
<br />3. Acceptance. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to
<br />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
<br />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
<br />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
<br />Company's Terms and Conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to perform
<br />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
<br />counteroffer will be deemed accepted. Customer's acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's
<br />Terms and Conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or,
<br />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
<br />shall be cancelled without any liability, other than Customer's obligation to pay for Services provided by Company to the date of cancellation.
<br />4. 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
<br />based on performance during regular business hours. Charges for performance outside Company's normal business hours shall be billed separately according to
<br />the 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
<br />by Company or, altematively, shall provide Company with an acceptable tax exemption certificate.
<br />5. 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
<br />the Services. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable
<br />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
<br />payment is overdue. Customer shall pay all costs (including attomeys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing
<br />this Agreement.
<br />6. Customer Breach. Each of the following constitutes a breach by Customer and shall give Company the right, without an election of remedies, to suspend
<br />performance or terminate this Agreement by delivery of written notice declaring termination. Upon termination, Customer shall be liable to the Company for all
<br />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;
<br />(b) any general assignment by Customer for the benefit of its creditors, Customers bankruptcy, insolvency, or receivership; (c) Any representation or warranty
<br />furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Customer to perform or
<br />comply with any material provision of this Agreement.
<br />7. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the state or province where the Services are
<br />performed under similar circumstances when Company performs the Services. Company may refuse to perform where working conditions could endanger property
<br />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
<br />necessary access platforms, catwalks to safely perform the Services in compliance with OSHA, state, or provincial industrial safety regulations or any other
<br />applicable industrial safety standards or guidelines. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as
<br />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
<br />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
<br />(if included in the Services), if an inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written
<br />quotation for such repairs or replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from
<br />the Covered Equipment and adjust the Service Fees accordingly. Customer authorizes Company to utilize Customer's telephone line or network infrastructure to
<br />connect to controls, systems and/or equipment provided or serviced by Company and to provide Services contracted for or otherwise requested by Customer,
<br />including remote diagnostic and repair service. Customer acknowledges that Company is not responsible for any adverse impact to Customer's communications
<br />and network infrastructure. Company may elect to install/attach to Customer equipment or provide portable devices (hardware and/or software) for execution of
<br />control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no event shall become a fixture of Customer
<br />locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices used
<br />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
<br />selected by Company as suitable for the repair and may be parts not manufactured by Company.
<br />S. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to work;
<br />(b) Follow manufacturer recommendations concerning teardown and internal inspection, major overhaul, restoration or refurbishing of the Covered Equipment;
<br />unless expressly stated in the Scope of Services statement, Company is not performing any manufacturer recommended teardown and internal inspection, major
<br />overhaul, restoration or refurbishing of the Covered Equipment; and (c) Where applicable, unless water treatment is expressly included in the Services, provide
<br />professional cooling tower water treatment in accordance with any reasonable recommendations provided by Company.
<br />9. Exclusions. Unless expressly included in the Covered Equipment or the Services, the Services do not include, and Company shall not be responsible for or
<br />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
<br />following: (a) Any guarantee of room conditions or system performance; (b) Inspection, maintenance, repair, replacement of or services for: chilled water and
<br />condenser water pumps and piping; electrical disconnect switches or circuit breakers; motor starting equipment that is not factory mounted and interconnecting
<br />power wiring; recording or portable instruments, gauges or thermometers; non-moving parts or non -maintainable parts of the system, including, but not limited to,
<br />storage tanks; pressure vessels, shells, coils, tubes, housings, castings, casings, drain pans, panels, duct work; piping: hydraulic, hydronic, pneumatic, gas, or
<br />refrigerant; insulation; pipe covering; refractory material; fuses, unit cabinets; electrical wiring; ductwork or conduit; electrical distribution system; hydronic structural
<br />supports and similar items; the appearance of decorative casing or cabinets; damage sustained by other equipment or systems; and/or any failure, misadjustment
<br />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
<br />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,
<br />unauthorized alteration of equipment, accident, acts or omissions of Customer or others, damage due to freezing weather, calamity, malicious act, or any Event
<br />of Force Majeure; (d) Any damage or malfunction resulting from vibration, electrolytic action, freezing, contamination, corrosion, erosion, or caused by scale or
<br />sludge on internal tubes except where water treatment protection services are provided by Company as part of this Agreement; (e) Furnishing any items of
<br />equipment, material, or labor/labour, or performing special tests recommended or required by insurance companies or federal, state, or local governments; (f)
<br />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
<br />alterations that might be necessary to repair or replace Customers existing equipment; (h) The normal function of starting and stopping equipment or the opening
<br />and closing of valves, dampers or regulators normally installed to protect equipment against damage; (i) Valves that are not factory mounted: balance, stop,
<br />control, and other valves external to the device unless specifically included in the Agreement; (j) Any responsibility for design or redesign of the system or the
<br />Covered Equipment, obsolescence, safety tests, or removal or reinstallation of valve bodies and dampers; (k) Any services, claims, or damages arising out of
<br />Customer's failure to comply with its obligations under this Agreement; (1) Failure of Customer to follow manufacturer recommendations concerning teardown and
<br />internal inspection, overhaul and refurbishing of equipment; (m) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in,
<br />on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions"), including, without limitation, damages, losses, or expenses
<br />involving pre-existing building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving mold/mould and/or fungi; (n)
<br />Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included within the Services, in which case replacement shall in
<br />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
<br />damages arising out of refrigerant not supplied by Company. Customer shall be responsible for: (i) The cost of any additional replacement refrigerant; (ii) Operation
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