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12. Asbestos and Hazardous Materials. Trane', services exp—sly exclude any
<br />identification, ab—m—, cleanup, wntrul, disposal, removal or other work
<br />connected with asbestos or other hazardous materials (collectively, "Hazardous
<br />Materials"). Should Trane become aware of or suspect [he presence of Hazardous
<br />Materials, Trane may immediately stop work in the affected area and shall notify
<br />Cusmmer Customer will be responsible for taking any and all action necessary to
<br />act the condition i accordance with all applicable laws and regulations.
<br />Customer shall be exclusively responsible for and shall indemnify and hold
<br />harmless Trane (including its employees, agents and s ubcontrac[ors) from and
<br />against any loss, claim, liability, Fees, pen.lnes, injury (including death) or liability
<br />of any nature, and [he payment thereof, arising out of or relating m any Hazardous
<br />Maten als on or about the premises, not brought unto the premises by Trane- Trane
<br />shall be required to resume perto—ee of the services only when the affected
<br />area has been rendered harmless.
<br />am
<br />m3 Insurance. Trane agrees to maintain insurance in the following minimum
<br />ounts dunng the Term: Commercial General Liability -- $1,000,000 per
<br />occurenee; Automobile Liability -- $1,000,000 CSL; Workers Compensation --
<br />Statutory Limits. If Customer has requested to be named as an additional insured
<br />under Trane', insurance policy, Trane will do so but only to the extent of Trane':
<br />indemnity assumed under the indemnity provision contained herein. Trane does
<br />not waive any rights of subrogation.
<br />14. Force Majeure. If Trane shall be unable to carry, out any material obligation
<br />under this Agreement due to an Event of Force Majeure, this Agreement shall at
<br />Trane', election (i) remain in effect but Trane', obligations shall be suspended until
<br />the uncontrollable event ternina[es or (ii) be terminated open ten (1 O) days notice
<br />to Cuswmer, in which event Customer shall pay Trane for all parts of the Work
<br />fu mished [o the date of termination. An "Event of Force Majeure" shall mean any
<br />cause or event beyond the control of Trane. Without limiting the foregoing, "Event
<br />of Force Majeure" includes: acts of God; acts of terrorism, war or the public
<br />enemy; Flood; earthquake; tornado; store; fire; civil disobedience; pandemic;
<br />insurrections; Hots; labor disputes; labor or material shortages; sabotage; restraint
<br />by court order or public authority (whether valid or invalid), and action or non -
<br />action by ur inablity to obtain or keep in force the necessary govemmenral
<br />authorizations, permits, licenses, certificates or approvals if— caused by Trane.
<br />15. Services Other Than Solely Scheduled Service. If Trane', services
<br />hereunder are not limited solely to Scheduled Service, the following provisions
<br />shall also apply- (a) Required restoration shall be performed by Customer a[ its
<br />cos[ prior [o Trane being obligated to
<br />perform hereundeq (b) any changes,
<br />adjusn—ots, service or repairs made to the Equipment by any party other than
<br />Trane, unless approved by Trane in writing, may, at Trane', option, terminate
<br />Trane', obligation to render further service to the Equipment so affected; in such
<br />case no refund of any portion of the Service Fee shall be made; and (c) Customer
<br />shall (i) promptly notify Tone of any unusual performance of Equipment; (fi)
<br />permit only Trane personnel to repair or adjust Equipment and/or controls during
<br />the Term; and (iii) utilize qualified personnel to properly operate the Equipment in
<br />accordance with the applicable upera ting manuals and recommended procedures.
<br />16. General. ex To the mnximum tern provided by law, this Agreement is made
<br />and shall be in and enforced in accordance with the laws of the state or
<br />province in which work is performed. This Agreement wntains all of the
<br />agreements, representations and understandings of the parties and supersedes all
<br />pre understandings, eommiunents or agreements, oral or written, related to
<br />the subject matter hereof. If any part of [his Agreement is deemed to be unlawful,
<br />invalid, void or otherwise unenforceable, the rights
<br />and obligations of the parties shall be reduced only to the extent required to
<br />remove the invalidity or unenf—e—bility. Customer may not assign, transfeq or
<br />convey this Agreement, or any part hereof, without the written consent of Trane.
<br />Subject to the foregoing, this Agreement benefit of the parties hereto and their
<br />permitted successors and assigns. Except as provided for Service Fee adjustments,
<br />no modifications, additions or changes may be made to this Agreement except m a
<br />writing signed by both parties. This Agreement may be executed in several
<br />counterparts, each of which when exuuted shall be deemed to be an original, but
<br />all together shall wnstilute but one and the same Agreement. A fully executed
<br />facsimile copy hereof or the several counterparts shall suffice as an original. Trane
<br />reserves the right to change the terms and conditions herein at any time upon
<br />written notice to Customer provided at least thirty days prior to the effective date
<br />ofsuch changes.
<br />17. Equal Employment Opportunity/Affirmative Action Cl,,,,. Trane is a
<br />federal contractor which complies fully with Executive Order 11246, as amended,
<br />and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29
<br />U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-
<br />741; and 38 U-S.C. Section 4212 and the applicable regulations contained in 41
<br />C.F.R. Part 60-250 in the United States and with Canadian Charter of Rights and
<br />Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable
<br />Provincial IT,... Rights Codes and employment law in Canada.
<br />18. U.S. Government Work. The following provision applies only to direct sales
<br />by Trane to the US Govemme or
<br />The Parties acknowledge that all items or
<br />services ordered and delivered under this Agreement / Purchase Order are
<br />Commercial Items as defined under Part 12 of the Federal Acquisition Regulation
<br />(FAR). In particulaq Trane agrees to be bound only by those Federal contracting
<br />clauses that apply to "commercial^ suppliers and that are contained in FAR 52.212-
<br />5(e)(1). Trane complies with 52.219-8 or 52.219-9 in its service and installation
<br />contracting business. The following provision applies only to indirect sales by
<br />Trane to the US Government As a Commercial Item Sob cuntrae too, Trane accepts
<br />only the following mandatory flow down provisions: 52.219-8; 52.222-26;
<br />52222-35; 52.222-36; 52.222-39; 52.247-64. If the Work is in connection with a
<br />U.S. Govemment contract, Customer certifies that it has provided and will provide
<br />current, accurate, and complete mformatioq representations and certifications to
<br />all g—romenr officials, in but out limited to the wntrac[ing officer and
<br />officials of the Small Business Administration, on all matters related to the prime
<br />wntract, including but not limited to all aspects of its ownership, eligibility, and
<br />performance. Anything herein notwithstanding, Trane will have no obligations to
<br />Ce,temer unless and until Customer provides Trane with a tme, correct and
<br />complete executed copy of the prime contract. Upon request, Customer will
<br />provide copie to T—e of .11 requested wntten communications with any
<br />gove mment official related to the prime ,ntract prior to or cone—em with the
<br />execution thereof, including but not limited to any communications related to
<br />Customer's ownership, eligibihry or performance of [he prime contract. Customer
<br />will obtain written authorization and approval from Trane prior to providing any
<br />government official any information about Trane's performance of the work [bar is
<br />the subject of [his offer or agreement, other than this written offer or agreement_
<br />1-26.130-7 (0208)
<br />Supersedes 1-26.130-7(0108)
<br />End of the Agreement
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