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HomeMy WebLinkAboutTrane RTU #3 City HallCity of Sebastian 2"d floor south condenser replacement Proposal ID# 2117665 TRANE WE MAKE BUILDINGS WORK BETTER FOR LIFE Building Services if tG'� v. rn Y :11� f y i#arrfA Trane U.S. Inc. 2301 Lucien Way, Suite 430 Maitland, FL 32751 Phone: (407) 660-1111 Fax: (407) 660-0303 June 16, 2016 Attention: Site Address: Jim Testa City Hall Jim Romanek 1225 Main Street Tim Walker Sebastian, FI. 32958 Project Name: Replace the 2nd floor south Trane condenser at City Hall Trane - Central and North Florida District is pleased to offer you the following proposal to replace the 2nd floor South Trane condenser at City Hall. (M# TTA180300FA S# 4091T5BAD). All labor and materials are included in the following scope of work: Trane US Communities Contract # 15-JLP-023 USC Proposal # 42-357643-16-001 Scope of Work: • Recover refrigerant from working circuit • Remove damaged condenser from roof with crane • Install new TTA180B300G condenser with crane • Pipe and wire in new condenser • Reinsulate piping with armaflex and aluminum jacketing • Evacuate system and recharge with R22 • Startup unit and log Notes: 1. Any service not listed is not included. 2. Work will be performed during normal business hours. 3. Bonding and engineered drawings are not included. 4. Quoted under US Communities guidelines Investment for condenser replacement ..............................................$17,673.10 City of Sebastian 2nd floor south condenser replacement Proposal ID# 2117665 Thank you for giving us this opportunity. If you have any questions or concerns, please contact me at 321-514-9556. 1 appreciate the opportunity to earn your business, and look forward to helping you with all of your services needs. Please contact me if you have any questions or concerns. This proposal is valid 90 days from June 16, 2016 This agreement is subject to Customer's acceptance of the attached Trane U.S. Inc. Services Terms and Conditions. CUSTOMER ACCEPTANCE Proposal Date: June 16, 2016 Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane ACCEPTANCE Trane U.S. Inc. Bob Powell Authorized Representative Account Manager, Existinq Building Services Title 06116/16 Signature Date Engineered Cooling Services Building Efficiency and Sustainability A Service Logic Company TO: City of Sebastian PROJECT: 1225 Main Street Sebastian, FL 32958 LOCATION: ATTN: Jim Romanek PHONE: 772-388-8231 EMAIL: jromanek@cityofsabastian.org Service Proposal Replace Condenser Coil CU -CH -3 Main Street PROPOSAL NO.: Q-07-2016-95571 DATE: July 5, 2016 JOB NO: THANK You FOR THE OPPORTUNITY OF PROVIDING YOU WITH THIS PROPOSAL Engineered Cooling Services is pleased to propose the following: Replace condenser coil Scope of Service: • Advise customer of arrival • Isolate and remove one (1) condenser coil from "CU -CH -3" • Dispose of old coil as per EPA guidelines • Flush out refrigeration circuit • Install one (1) new condenser coil and liquid line drier • Evacuate and charge system • Check complete operation of system This price excludes refrigerant. Refrigerant will be charged at $25 per pound. Customer has the option to supply R-22 refrigerant. Price: $ 7,250 Terms: 1. Work to be performed during normal hours of operation Monday thru Friday, overtime premiums excluded.. 2. Proposal is for specified work only. 3. Proposal is subject to revision if not accepted within 30 days of receipt. 4. Proposal is subject to the attached Terms and Conditions. 5. Payment terms are Net 30. SUBMITTED BY: ACCEPTED: BY: WESLEY P. BAILEY BY: TITLE: GENERAL MANAGER -CFL t�11YIE:bi_-E:Bi3 PENSACOLA, FL • TALLAHASSEE, FL • ORLANDO, FL • MOBILE, AL • MONTGOMERY, AL- BIRMINGHAM, AL FL CMC39591 / AL 42653 / MS 15829 -SC / GA CN210182 Page 1 of 2 Engineered Cooling Services I Terms and Conditions 1. OFFER AND ACCEPTANCE: Company offers to sell the materials, equipment and services Indicated in strict accordance with the terms and conditions stated herein. Submittal of a Purchase Order or execution of this offer by Client, or allowing Company to commence work shall be deemed an acceptance of this offer, which offer and acceptance shall constitute a legally enforceable contract between Client and Company. Any additional or differing terms and conditions contained on Client's Purchase Order (whether or not such terms materially alter this offer) are hereby rejected by Company and shall not become pan of the contract between Client and Company unless expressly consented to in writing by Company. This offeris subject to acceptance within 30 days after date and is based on all work being performed during regular working hours. 2. TERMS: Terms of Payment for goods shipped and/or services rendered hereunder shall be NET or RECEIPT of INVOICE. Company reserves the right to add to any account outstanding more than thirty (30) days a change of one and one-half (1-1/2%) percent of the principal amount due at the end of each thirty (30) day period. 3. INVOICING: Company reserves the right to Issue partial or complete INVOICES as material is furnished and as services are rendered. 4. PERFORMANCE: Company shall not be liable for failure to ship or delays in delivery of equipment or performance of services hereunder where such failure or delay is due to the disapproval of the Company's Credit Department, or due to strikes, fires, accidents, national emergency, failure to secure materials from the usual sources of supply, or any other circumstance beyond the control of the Company, whether of the class of causes enumerated above or not, which shall prevent Company from making deliveries or performing services In the usual course of business. In the event of the disapproval of the Company's Credit Department or the occurrence of any of the above, Company may, at Its sole option, cancel Client's Purchase Order without the liability an the part of the Company. Alternatively, Company may extend the time for its performance by a period equal to the duration of the cause underlying Company's failure or delay. Receipt of the equipment or services by Client upon its delivery shall constitute a waiver of all claims for delay. 5. WARRANTY: Company guarantees service work and all materials of Company manufacture against defects in workmanship and material for 90 days from date of completion of the work and will repair or replace F.O.B. point of manufacture or shipment such products or components as Company finds defective. This warranty does not Include the cast of labor to remove or reinstall any defective components, nor does this warranty Include cost of handling, shipping or transportation involved in supplying replacements for defective components. This warranty does not include the replacement of refrigerant lost from the system after completion of the work. On machinery and materials furnished by Company, but manufactured by others, Company will extend the same guarantee It receives from the manufacturer. THIS WARRANTY AND LIABILITY SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, EXPRESS OR IMPLIED, IN LAW OR IN ACT, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES CONTAINED HEREIN SET FORTH CLIENTS SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A DEFECT IN WORKMANSHIP OR MATERIALS. 6. PATENTS: If there is bought against the Client any suit or proceeding based on a claim that an apparatus, or any part thereof, furnished under this contract constitutes an infringement of any patent of the United States, Company, If notified promptly in writing and given authority, information and assistance by the Client for the defense of same, will defend same and pay all expenses and costs which may be awarded therein against the Client. In the event that the Client has compiled with the conditions just stated and the apparatus, or any part thereof, is held to constitute Infringements and its use in enjoined. Company, in lieu of all other liability except as above stated, will, at its own expense, either procure for the Client the right to continue using said apparatus, or replace same with non -infringing apparatus, or modify it so it becomes non -infringing, or remove said apparatus and refund the purchase price thereof, but Company's liability shall in no case exceed the purchase price of said infringing apparatus. 7. LIMITATION OF LIABILITY: All claims, causes of action or legal proceedings against Company arising from Company's performance under this contract must be commenced by Client within the express warranty period specified under Paragraph 6 hereof. Failure to commence any such claim, cause of action or legal proceeding within such period shall constitute a voluntary and knowing waiver thereof by Client. IN NO EVENT SHALL COMPANY'S LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY COMPANY FROM CLIENT UNDER THE INSTANT CONTRACT, NOR SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS ON DAMAGES SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES 8. DELIVERY: Shipping dates are approximate only. No shipping date requested or specified by Client will be binding on Company unless such request or specification is specifically agreed to in writing by an officer of Company. Shipment shall be F.O.B. factory, with title passing to Client upon delivery to the carrier by Company. 9. CANCELLATION: Company reserves the right to collect cancellation charges (Including but not limited to all costs and expenses Incurred, plus reasonable overhead and profit against any canceled order). 10. DISPUTES AND CHOICES OF LAWS: This contract shall be deemed to have been entered into and shall be governed by the laws of the State of Florida. All claims, disputes and controversies arising out of or relating to this contract, or the breach thereof, shall, in lieu of court action, be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The site of the arbitration shall be Pensacola, FL, unless another site Is mutually agreed between the parties. The parties agree that any part of the arbitration shall be entitled to discovery of the other party as provided by the Federal Rule of Civil Procedure; provided, however, that any such discovery shall be completed within four (4) months from the date the Demand for Arbitration is filed with the American Arbitration Association. 11. COST TO COMPANY: In the event it becomes necessary for Company to incur any costs or expenses in the collection of monies due Company from Client, or to enforce any of Its rights or privileges hereunder, Client, upon demand shall reimburse Company for all such costs and expenses (Including, but not limited to, reasonable attorney's fees). 12. ENTIRE AGREEMENT: These terms and conditions, and the matter set forth on the face of Company's offer to sell, constitute the entire agreement between Company and Client. No course of dealings or performance, or prior, concurrent or subsequent understandings, agreements of representations become part of this contract unless expressly agreed to in writing by an authorized representative of Company. 13. ASSIGNMENT: Client shall not assign this contract or any Interest therein without the prior written consent of Company. Any actual or attempted assignment without Company's consent shall entitle Company, at its sole option, to cancel this contract and, in such event; Company shall be entitled to payment for all work performed and materials furnished to the date of cancellation, as well as reasonable compensation for lost Income and profits. By signing the below line, you are confirming that you have read and understand this paragraph and that you agree to the Terms and Conditions listed above. Signature: Date: PENSACOLA, FL a TALLAHASSEE, FL a ORLANDO, FL a MOBILE, AL a MONTGOMERY, ALo BIRMINGHAM, AL FL CMC39591 / AL 42653 / MS 15829 -SC / GA CN210182 Page 2 of 2 Engineered Cooling Services 30cling Efficiency a;, ; A Service Logic Company TO: City of Sebastian PROJECT: 1225 Main Street Service Proposal Replace Condenser CU -CH -3 Sebastian, FL 32958 LOCATION: Main Street ATTN: Jim Romanek PROPOSAL NO.: Q-07-2016-95708 PHONE: 772-388-8231 DATE: July 7, 2016 EMAIL: jromanek@cityofsabastian.org JOB NO: THANK YOU FORTHE OPPORTUNITY OF PROVIDING YOU WITH THIS PROPOSAL Engineered Cooling Services is pleased to propose the following: Scope of Service: • Advise customer of arrival • Isolate and remove one (1) 15 -ton condensing unit "CU -CH -3" • Dispose of old unit as per EPA guidelines • Flush out refrigeration circuits • Install one (1) new Trane condensing unit (R410a) • Remove and replace evaporator coil with a new R410a evaporator coil • Install two new R410a expansion valves and two (2) new liquid line driers • Evacuate and charge system Check complete operation of system "This price includes equipment, crane, permit and engineering to provide a turn key project Price: $ 25,400 Terms: 1. Work to be performed during normal hours of operation Monday thru Friday, overtime premiums excluded 2. Proposal is for specified work only. 3. Proposal is subject to revision if not accepted within 30 days of receipt. 4. Proposal is subject to the attached Terms and Conditions. 5. Payment terms are Net 30. S*W:36 It 13 H: 1F ACCEPTED: BY: WESLEY P. BAILEY BY: TITLE: GENERAL MANAGER -CFL PHONE: 407-852-9342 PENSACOLA. FL • TALLAHASSEE, FL • ORLANDO, FL • MOBILE, AL • MONTGOMERY, AL• BIRMINGHAM, AL FL CMC39591 / AL 42653 / MS 15829 -SC / GA CN210182 Page 1 of 2 Engineered Cooling Services Terms and Conditions 1. OFFER AND ACCEPTANCE: Company offers to sell the materials, equipment and services indicated In strict accordance with the terms and conditions stated herein. Submittal of a Purchase Order or execution ofthis offer by Client, or allowing Company to commence work shall be deemed an acceptance ofthis offer, which offer and acceptance shall constitute a legally enforceable contract between Client and Company. Any additional or differing terms and conditions contained on Client's Purchase Order (whether or not such terms materially alter this offer( are hereby rejected by Company and shall not become part of the contract between Client and Company unless expressly consented to in writing by Company. This offer is subject to acceptance within 30 days after date and is based on all work being performed during regular working hours. 2. TERMS: Terms of Payment for goods shipped and/or services rendered hereunder shall be NET or RECEIPT of INVOICE. Company reserves the right to add to any account outstanding more than thirty (30) days a change of one and one-half (1-1/2%) percent of the principal amount due at the end of each thirty (30) day period. 3. INVOICING: Company reserves the right to issue partial or complete INVOICES as material Is furnished and as services are rendered. 4. PERFORMANCE: Company shall not be liable for failure to ship or delays in delivery of equipment or performance of services hereunder where such failure or delay is due to the disapproval ofthe Company's Credit Department, or due to strikes, fires, accidents, national emergency, failure to secure materials from the usual sources of supply, or any other circumstance beyond the control of the Company, whether of the class of causes enumerated above or not, which shall prevent Company from making deliveries or performing services in the usual course of business. In the event of the disapproval of the Company's Credit Department or the occurrence of any of the above, Company may, at its sole option, cancel Client's Purchase Order without the liability on the part of the Company. Alternatively, Company may extend the time for its performance by a period equal to the duration of the cause underlying Company's failure or delay. Receipt of the equipment or services by Client upon its delivery shall constitute a waiver of all claims for delay. S. WARRANTY: Company guarantees service work and all materials of Company manufacture against defects In workmanship and material for 90 days from date of completion of the work and will repair or replace F.O.B. point of manufacture or shipment such products or components as Company finds defective. This warranty does not include the cost of labor to remove or reinstall any defective components, nor does this warranty include cost of handling, shipping or transportation involved in supplying replacements for defective components. This warranty does not include the replacement of refrigerant lost from the system after completion of the work. On machinery and materials furnished by Company, but manufactured by others, Company will extend the same guarantee It receives from the manufacturer. THIS WARRANTY AND UABIUTY SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, EXPRESS OR IMPLIED, IN LAW OR IN ACT, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES CONTAINED HEREIN SET FORTH CUENT'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OFA DEFER IN WORKMANSHIP OR MATERIALS. 6. PATENTS: If there is bought against the Client any suit or proceeding based on a claim that an apparatus, or any part thereof, furnished under this contract constitutes an infringement of any patent of the United States, Company, if notified promptly in writing and given authority, information and assistance by the Client for the defense of same, will defend same and pay all expenses and costs which may be awarded therein against the Client. In the event that the Client has complied with the conditions just stated and the apparatus, or any part thereof, is held to constitute infringements and Its use In enjoined. Company, in lieu of all other liability except as above stated, will, at its own expense, either procure for the Client the right to continue using said apparatus, or replace same with non -infringing apparatus, or modify it so it becomes non -infringing, or remove said apparatus and refund the purchase price thereof, but Company's liability shall in no case exceed the purchase price of said Infringing apparatus. 7. LIMITATION OF LIABILITY: All claims, causes of action or legal proceedings against Company arising from Company's performance under this contract must be commenced by Client within the express warranty period specified under Paragraph 6 hereof. Failure to commence any such claim, cause of action or legal proceeding within such period shall constitute a voluntary and knowing waiver thereof by Client. IN NO EVENT SHALL COMPANY'S LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY COMPANY FROM CLIENT UNDER THE INSTANT CONTRACT, NOR SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS ON DAMAGES SHALL APPLY UNDER ALL THEORIES OF UABILITY OR CAUSES 8. DELIVERY: Shipping dates are approximate only. No shipping date requested or specified by Client will be binding on Company unless such request or specification is specifically agreed to in writing by an officer of Company. Shipment shall be F.O.B. factory, with title passing to Client upon delivery to the carrier by Company. 9. CANCELLATION: Company reserves the right to called cancellation charges (including but not limited to all costs and expenses Incurred, plus reasonable overhead and profit against any canceled order). 10. DISPUTES AND CHOICES OF LAWS: This contract shall be deemed to have been entered into and shall be governed by the laws of the State of Florida. All claims, disputes and controversies arising out of or relating to this contract, or the breach thereof, shall, in lieu of court action, be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and any judgment upon the award rendered by the arbitrators) may be entered in any court having jurisdiction thereof. The site of the arbitration shall be Pensacola, FL, unless another site is mutually agreed between the parties. The parties agree that any part of the arbitration shall be entitled to discovery of the other party as provided by the Federal Rule of Civil Procedure, provided, however, that any such discovery shall be completed within four (4) months from the date the Demand for Arbitration Is filed with the American Arbitration Association. 11. COST TO COMPANY: In the event It becomes necessary for Company to incur any costs or expenses in the collection of monies due Company from Client, or to enforce any of its rights or privileges hereunder, Client, upon demand shall reimburse Company for all such costs and expenses (including, but not limited to, reasonable attorney's fees). 12. ENTIRE AGREEMENT: These terms and conditions, and the matter set forth on the face of Company's offer to sell, constitute the entire agreement between Company and Client. No course of dealings or performance, or prior, concurrent or subsequent understandings, agreements of representations become part of this contract unless expressly agreed to In writing by an authorized representative of Company. 13, ASSIGNMENT: Client shall not assign this contract or any interest therein without the prior written consent of Company. Any actual or attempted assignment without Company's consent shall entitle Company, at Its sole option, to cancel this contract and, in such event; Company shall be entitled to payment for all work performed and materials furnished to the date of cancellation, as well as reasonable compensation for lost income and profits. By signing the below line, you are confirming that you have read and understand this paragraph and that you agree to the Terms and Conditions listed above. Signature: Date: PENSACOLA, FL • TALLAHASSEE, FL • ORLANDO, FL • MOBILE, AL • MONTGOMERY, AL* BIRMINGHAM, AL FL CMC39591 / AL 42653 / MS 15829 -SC / GA CN210182 Page 2 of 2 617/2016 ME WE MANE BUIL DINGS WORN BETTER FOR L IFE'- Bm/ding Sorvmes - i ' r'.1 i rt Trans U.S.Inc. 2301 Lucien Way, Suite 430 Date: 617/2016 Maitland, FL 32751 Phone: (407) 660-1111 Attention: Jim Testa Fax: (407) 660-0303 jtesta@cityofsebastian.org Lic: CMC1250287 Customer: City of Sebastian 1225 Main St Sebastian FI Project Name: Sebastian City Hall Gond coil replacement Equipment List Equipment 10ty. Manufacturer Model Number Serial Number CU -CH -3 I 1 TRANE ITTA18OB300FA 4091TSBA0 Scope of Service: Remove leaking circuit 1 condenser coil on unit CU -CH -3 and install new coil. Replace liquid line drier and install Isolation valve to replace drier in future. Evacuate circuit and charge with up to 30 be of R22. Note: Customer will be notified prior to additional refrigerant being added. Scope of work only includes condenser coil change for circuit 1, any other leaks can not be covered due to condition of unit. Total Investment: $8,209.00 Clarifications: 1. Any service not listed is not included 2. Work will be pedormad during normal Trane business hours. 3. This proposal is valid for 30 days from receipt. I appreciate the opportunity to earn your business, and look forward to helping you with all of your service needs. Please contact me if you have any questions or concerns. Sincerely, Keith Bolbik CUSTOMER ACCEPTANCE Authorized Representative Printed Name Title Purchase Order Acceptance Date Trane License Number_ CMC1250287 This agreement Is subject to Customer's acceptance of the attached Trane U.S. Inc. Terms and Conditions - Quoted Service. 02015 Trane All rights reserved Page i of 4 Trane Service Quote 6/7/2016 TERMS AND CONDITIONS —QUOTED SERVICE "Company' shall mean Trane U.S. Inc. for Company performance in the United States and Trane Canada ULC for Company performance In Canada. To obtain repair service within the scope of Services as defined, contact your local Time District office identified on the first page of the Agreement by calling the telephone number stated on that page. That Trane District office is responsible for Trane's performance of this Agreement Only Trane authorized personnel may perform service under this Agreement. For Service covered under this Agreement. Trane will be responsible for the cost of transporting a part requiring service. 1. Agreement. These terms and conditions are an integral pan of Company's offer and form the basis of any agreement (the "Agreement') resulting from Comparr/5 proposal (the "Proposal") for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipmem"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. 2. Acceptance- The Proposal is subject to acceptance in writing by the parry to whom this offer is made or an authorized agent ('Customer') delivered to Company withn 30 days from the date of the Proposal If Customer accepts the Proposal by placing an order, without the addition of any other teams and renditions of sale or any other modification. Customers order shall be deemed acceptance of the Proposal subject to Company's terms and cendibons. 11 Customers order is expressly conditioned upon the Company's acceptance or assent to terms anaor conditions other than those expressed herein, return of such order by Company *in Companys terms and c0lditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counteroffer to provide Services in accordance with the Proposal. If Customer does not reject or object in writing to Company within 10 days, the Company's counter-offer will be deemed accepted Customer's acceptance of the Services by Company will in any event constitute an acceptance by Customer of Companys terms and conditions. In the case of a dispute, the applicable terms and conditions will be those in effect at the time of delivery or acceptance of the Services. This Agreement is subject to credit approval by Company. Upon disapproval of credit. Company may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions. this Agreement shall be canceled without any liability, other than Customer's obligation to pay for Services rendered by Company to the date of cancellation. 3. 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, ff 4 was delivered at the time of safe, and 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%) penally per month will be added to a refund that is due but is not paid or credited within tory-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. 4. Cancellation by Company. This Agreement may be cancelled by Company for any reason or no reason, upon written notice from Company to Customer no later than 30 days prior to performance of any Services hereunder 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. 5. Services Fees and Taxes. Fees for the Services (the "Service Feels)") shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's regular business hours and any after-hours services shall be billed separately according to the then prevailing overtime or emergency labornalwur rates. In addition to the stated Service Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively. shall provide Company with acceptable tax exemption certificates- Customershall pay an costs (including alomeys' fees) incurred by Company in attempting to collect amounts dw. 6. Payment. Payment is due upon receipt of Conpanys invoice. 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 legal interest rate or 1.5% of the principal amount due at the end of each month. Customer shad pay all costs (including attomeys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 7. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: (1) My failure by Customer to pay amounts when; or (2) any general assignment by Customer for the benefit of its creditors, or it Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtor, or makes or proposes to make any proposal or arrangement with creditors, or d any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or it a trustee, receiver, or similar person is appointed over any of the assets or Interests of Customer; (3) Any representation or warranty furnished by Customer in connection with this Agreement is false w misleading in any material respect when made, or (4) Any failure by Customer to perform or comply with any material provision of this Agreement Customer shall be liable to the Company for all Services fumirhed to date and all damages sustained by Company (including lost profit and Overhead) S. Performance. Company shall perform the Services in accordance wmh industry standards generally applicable in the state or province where the Services are performed under similar circumstances as of the time Company performs the Services. Company is not liable for any claims. damages, losses, or expenses, arming from or related to work done by or services provided by individuals or entities that are no employed by or hired by Company Company may refuse to perform any Services or work where working conditions could endanger property or pua at risk the safety of people_ Parts used for any repairs made will be those selected by Company as suitable for the repair and may be pats not manufactured by Company_ Customer must reimburse Time for services, repairs, andlor replacements performed by Trane at Custaner's request beyond the scope of Services or, otherwise excluded under this Agreement. The reimbursement shall be at the then prevailing applicable regular, overture, or holiday rates for labor/labour and prices for materials. Pnor to Time performing the additional services, repairs, and/or replacements, Customer may request a separate written quote staling the work to be performed and the price to be paid by Customer for the work. 9. Customer Obligations. Customer shall- (a) provide Company reasonable and sale access to the Covered Equipment and areas where Canpaly is to work; and (b) unless otherwise agreed by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any necessary access plaforns, caM+alks to safely perform the Services in compliance with OSHA. state, or provincial industrial safety regulations or cry other applicable industrial safety standards or guidelines. 10. Exclusions. Unless expressly included in the Proposal, 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) My guarantee of room conditions or system Performance, (b) Inspection, operation, maintenance, repair, replacement or performance of work Or services outside the Services, (c) Damage, repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure. (d) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in. tini or upon the premises before the effective date of Irus Agreement ("Pre -Existing Conditions") including, without limitation, damages, losses, or expenses involving a Pre-Exmting ©2015 Trane All rights reserved Page 2 of 4 Trane Service Quote 6m2016 Condition of building envelope issues, mechanical issues, plumbing issues, aryl/or indoor air quality issues involving mold mould, bacteria. microbial growth, fungi or other contaminates Or airborne biological agents; and (e) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly staled as included with the Proposal_ 11. Limited Warranty. Company warrants that: (a) the material manufactured by Company and provided to the Customer in performance M 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 laborflabour portion of the Services is warranted to have 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 staled 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 limed to repairing or replacing the defective part at its option and to correcting any improperly performed labor/labour. No liability whatsoever shall attach to Company until the Services have been paid for in full Exdnsios from this Limited Warranty include claims, losses, damages, and expenses in any way connected with, related to, or anSMg from failure or malfunction of equipment clue to the following: wear and tear; end of life failure; corrosion; erosion; deterioration, Customers failure to follow the Company -provided maintenance plan, umuthonzed Or improper maintenance; unauthorized or improper parts or material; refrigerant not supplied by Trane; and modifications made by others to Company's equipment Company shall not be obligated to pay for the cost of lost refrigerant or lost product Some components of Company equipment may be warranted directly from the component supplier, in which case this Limited Warranty shat not apply to those components and any warranty of such components shall be the warranty given by the component supplier. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or cancellation of this Agreement. Equipment, material andlor parts that are no 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 REMIDIES, 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 USE OR 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 AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE OR REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF. OF MOLMMOULD, 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 WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES. WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, W LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 12. Indemnity. To the maximum extent permitted by law. Company and Customer shat Indemnify and hold harmless each other from any and all claims, actons, costs, expenses, damages and liabilities, including reasonable affomeys' fees, resulting from death or bodily injury or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party, andfor its respective employees or 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 fug 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 a termination of this Agreement. 13. 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 UMITATION 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 UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM MOLD, 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 14. Asbestos and Hazardous Materials. The Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively,'Hazardous Materials')- Should Company become aware of or suspect the presence of Hazardous Materials. Company may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations- Customer shall be exclusively responsible for any claims, liability, fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company. Company shall be required to resume performance of the Services only when the affected area has been rendered harmless. 15. Insurance. Company agrees to mantas the following Insurance during the term of the contract with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercld 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 Canpany's insurance policy, Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policiesin no event does Company or its insurer waive its right of subrogation 16. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry Out any material obligation under thin Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (I remain in effect but Companys obligations shall be suspended until the uncontrollable event terinnates or (ii) be terminated upon ten (10) days notice to Customer, in which event Customer shall pay Company for all pans 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 ©2015 Trane All rights reserved Page 3 of 4 Trane Service Quote 6nf2o16 foregoing, 'Event of Force Majeure- includes: acts of God; acts of terrorism, war or the public enemy, Good; earthquake; lightning: tomado: stone, fire; cmi disobedience; pandemic nsurreclgns; riots; labor disputes. labor or material shortages. sabotage. restraint by court Order or public authority (whether valid or invalW), and action of nom -act on by or inability to obtain a 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 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 the Services are performed without regard to choice of Law principles which might Otherwise call for the application ofa different state's or province's law. Any dispute arising under Or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a courtOf competent junsdichon located in the state or provincein which the Services are performed Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. TO the extent the premises are owned andlor 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 Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contain all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements. oral or written, related t0 the Services. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any temp or condition of this Agreement is invalid, illegal or incapable of being enforced by any Nle Of law, all Other tenors and conditions 01 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 parry 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 and 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 t0 bean Original, but all together shall constitute but One and the same Agreement. A fully executed facsnr ie copy hereof or the several counterparts shall suffice as an original_ No modifications, additions or changes may be matle to this Agreement except in a writing signed by Company. NO faikRe 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 United States federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 G.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; and Executive Order 13496 and Section 29 CFR 471, appendix A t0 subpart A. regarding the notice of employee rights in the United States and with Canadian Charter d 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 Contracts. The following provision applies only to direct sales by Company to the US Government. The Panes acknowledge that all items or services ordered and delivered under this Agreement if Purchase Order are Commercial items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by Inose Federal contracting clauses that apply 10-cornmerciar suppliers and that are contained in FAR 52212-5(eKl). Company complies with 52219-8 or 522199 in its service and installation contracting business. The following provision applies only to indirect sales by Company t0 the US Government. As a Commerctal hem Subcontractor. Company accepts only the following mandatory flow down provisions: 522198, 52.222-26,52222-35'52=-36; 52.222-39; 52.247-64if the Services are in connection with a U.S. government contract. Customer agrees and hereby certifies that it has provided and will provide current, accurate, and complete information. representations and certifications to all government officials, ncludng but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but rot limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true, correct and romplete executed copy of the prime contract Upon request. Customer will provide copies to Company of all requested written cammunicati is with any government ofilKial related to the prime contract poor to or concurrent with the execution thereof including but not limited to any communications related to contractors Customers 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 this offer Or agreement, Other than the Proposal or this Agreement 20. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (n the U.S.) a a First Nation a Band Council (n 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 assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages. claims, lawsuit or =use 01 action (herein 'Action') brought against Customer by Company and arising or allegeci to arise out of the furnishing by Company of any product or service under this Agreement. whether such Action is based in contract, tort, strict liability. civil liability or any other 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 slate in which Company is pertonning this Agreement or (b) if Customer is in Canada, in the superior cast 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 administrative remedies for any Action arising out of Or realed to this Agreement: and (5) expressly acknowledges and agrees that Company is rot subject to the jurisdiction of Customers tubal court or any similar tribal forum, that Customer will rot 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 Customer 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. 1-10.48 (1114) Supersedes 1-10.48 (0614) 02015 Trane All rights reserved Page 4 of 4 Trane Service Quote -------- ------------------------------------ ---- CITY OF SEBASTIAN ATTN: ADMINISTRATIVE SERVICES 1225 MAIN STREET SEBASTIAN, FL 32958 Mail Invoices In Duplicate To Above Address vendor Trane U.S. Inc. 3600 Pammel creek Road La Crosse, WI 54601 Purchase order -------------------- Order 00007789-00 FY 2016 The Above Purchase Order Number Must Appear on All correspondence - Packing Sheets And Bills of Lading Requisition 00004649 Date Ivendor JDate IShip ordered (Number (Required (via (Terms 0-7/-1571-6—J2610-5-4 LN Description Account Unit Qt 001 EACH 1.0 Replace the 2nd floor south Trane condenser at City Hall. - - The Above Line Item Is For Department: ***** General Ledger Summary Section ***** Account 010056-534610 Chief Procurement officer Page 1 Ship To City of Sebastian 100 veterans Memorial Way Sebastian, FL 32958 I (Department __�EcdTRAL-c;A'1#iRGE y unit Price Net Price 0 17673.10000 17673.10 Bldg Maint PO Total 17673.10 Amount 17673.10 BY ACCEPTING THIS ORDER, SELLER AGREES TO THE FOLLOWING TERMS AND CONDITIONS L. ACCEPTANCE OF PURCHASE ORDER. A Purchase Order is given for immediate acceptance by the Seller. Unless promptly notified to the contrary, the City will assume the Seiler accepts the order as written and will make deliver/ as specified on the document. 2. ENTIRE AGREEMENT. All specifications, drawings and data submitted to the Seller with this order or the solicitation of this order are hereby incorporated herein and made part hereof. This contract contains the entire agreement of the parties. No change In quantities, prices, specifications, terms, or shipping instructions will be allowed except on written authority of the City Purchasing Department. Any additional or different terms and conditions proposed by the Seller are objected to and hereby rejected unless specifically agreed to by the City. 3. IDEMNIFICATION. The Seller hereby agrees to indemnify, save and held harmless the Cit/ from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of, or due to the breach of the Agreement by the Seller, its agents or employees, or due to any act of occurrence of omission or commission of the Seller, its agents or employees. It is specifically understood and agreed that this Indemnification agreement does not cover or indemnify the City for its own negligence or breach of contract. 4. ti1O01FICATION. The Cit/ may by written Order make changes in the specifications, if such changes cause an Increase or decrease in the Seller's cost or in the time required for performance of Contract: (a) the Seller shall promptly notify the Cit/ and assert Its claim for adjustment within fifteen (15) calendar days and (b) an equitable adjustment shall be made by the Cit/ and the Contract modified accordingly. Nothing in this clause shall excuse the Seller from performing. S. DEFAULT. Time Is of the essence of this contract and if delivery of acceptable items or rendering of services Is not completed by the time promised, the City reserves the right without liability, in addition to Its other rights and remedies to terminate this contract by notice effective when received by the Seller, as to stated items not yet shipped or services not yet rendered, and to purchase substitute items or services elsewhere and charge the Seller with any and all losses Incurred. a TRANSPORTATION CHARGES. Transportation expenses for all shipments shall be prepaid to destination. Shipments sent C.O.D. or freight collect without the Cit/'s written consent will not be accepted and will at Seller's risk and expense be returned to Seller. No charges will be allowed by the City for transportation, packing, cartage or container's unless otherwise authorized in the Purchase Order. 7, UNAVOIOA3L;: DELAY. If the Seller is delayed in the deliver/ of goods purchased under the Purchase Order by a cause beyond its control, Seller must immediately upon receiving knowledge of such delay, give written notice to the Cit/ and request a reasonable extension of time. The Cit/ shall examine the request and determine if the Seller is entitled to an extension. 3. QUAAIT17f. Quantities furnished in excess of those specified in the Purchase Order will not be accepted and will be held at Seller's risk and expense. 9. INSPECTION. Nlaterials or equipment purchased are subject to inspection and approval at the City's destination. The Cit/ reserles the right to reject and refuse acceptance of items which are not in accordance with instructions, specifications, drawings, or data of Seller's warranty, (express or implied). Rejected materials or equipment shall be removed by, or at the expense, of the Seller promptly after rejection. 10. WARRA,VTY. The Seller warrants that all goods and services furnished hereunder will conform in all respects to the terms and this order, including any drawings, specifications, or standards incorporated herein, and that they will be free from latent and patent defects in materials, workmanship and title and will be free from such defects in design: In addition, Seller warrants that said goods and services are suitable for, and will perform in accordance with, the purpose for which they are purchased, fabricated, manufactured and designed for such other purposes as expressly specified in this order. The Cit/ may return any nonconforming or defective items to the Seller or require correction or replacement of the item all the time the defect is discovered, all at the Seller's risk and expense. Acceptance shall not relieve the Seller of its responsibility. I.L. REGULATORY CONIPLIANCE. Seller represents and warrants that the goods or seri€ces furnished hereunder (including all labels, packages, and container for said goods) comply with all applicable standards, rules and regulations in effect under the requirements of all Federal, State and local laws, rules and regulations as applicable, including the Occupational Safety and Health Act as amended with respect to design, construction, manufacture or use for their intended purpose of said goods or services. Seller shall furnish 'Material Safety Data Sheets" incompliance with the Florida Right To Know Law, Florida Statute Chapter 442. L2. ROYALTIES AND PATENTS. Seller shall pay all royalties and license fees. Seller shall defend all suits and claims for infringement of any patent copyright or trademark rights and shall hold the City harmless from loss an account thereof. L3. INSURANCE. The Seller shall maintain insurance as specified or as otherwise required by the city. 13. PAYMENT. Payments will be made within 30 days of the terms of the face of this order, or the Seller's invoice, whichever are more favorable to the City and payment date therefore shall be calculated from the receipt of invoice or final acceptance of the goods, whichever is later. I.S. IDENTIFICATION. Invoices in duplicate with prices set out and giving the correct Purchase Order Number must be sent to the address shown on the face of this order otherwise payment of Seller's account may be delayed. The Purchase Order Number shall appear on all invoices, boxes, packages, shipping documents and correspondence, and the list of contents shall be -enclosed in each box or package. Lb. TERMINATION. Buyer may, at any time, terminate this order In whole or in part by written or telegraphic notice or verbal notice confirmed in writing. Upon termination for convenience of the Buyer: the Buyer will assume responsibility for specific contractual or scheduled financial commitments made prior to notice of termination. Any and all services, property, publications, or materials provided during or resulting from the Contract shall become the property of the Buyer. If, however, termination is occasioned by the Seller's breach or any condition hereof, Including breach of warranty, or by Seller's delay, except due to circumstances beyond the Sellers control and without Seller's fault or negligence. Seller shall not be entitled to any claim or costs or to any profit and Buyer shall have against Seller all remedies provided by law and equity. 17. TAXES. The City is exempt from state and local taxes. Exemptions number is printed on the reverse side hereof. This Order shall serve as the exemption certificate. 18. LAW GOVERNING. This contract shall be governed by and construed according to the laws of the State of Florida. ------------------------------------- ------------------------------------- CITY OF SEBASTIAN ATTN: ADMINISTRATIVE SERVICES 1225 MAIN STREET SEBASTIAN, FL 32958 Mail Invoices In Duplicate To Above Address vendor Trane U.S. Inc. 3600 Pammel creek Road La Crosse, wi 54601 -------------------------------------------- -------------------------------------------- Purchase order 00007789-00 FY 2016 The Above Purchase Order Number Must Appear on All Correspondence - Packing sheets And Bills of Lading Page 1 ship To city of Sebastian 100 veterans Memorial way Sebastian, FL 32958 Requisition 00004649 Date Ivendor (Date s ip I ordered (Number IRequired_Ivia _ ITerms 0M5/16 1203054 1 1 LN Description / Account Unit Qty 001 EACH 1.00 Replace the 2nd floor south Trane Condenser at City Hall. The Above Line Item Is For Department: *** General Ledger Summary Section Account 010056-534610 Chief Procurement officer Department CENTRAL GARAGE unit Price 17673.10000 Bldg Mai nt PO Total Amount 17673.10 Net Pa ce 17673.10 17673.10 Bill To Requisition 00004649-00 FY 2016 CITY OF SEBASTIAN ATTN.- ADMINISTRATIVE SERVICES Acct No: 1225 MAIN STREET 010056-534610 SEBASTIAN, FL Review: 32958 Buyer: Status: Released Page 1 -------------------------------------------------------------------------------- Vendor Ship To Trane U.S. Inc. City of Sebastian 3600 Pammel Creek Road 100 Veterans Memorial Way Sebastian, FL 32958 La Crosse, WI 54601 -------------------------------------------------------------------------------- Date Vendor jDate Ship Ordered Number lRequired Via Terms Department -------------------------------------------------------------------------------- 07/14/16 1203054 1 1 ICENTRAL GARAGE ------------------------- ------------------------------------------------ LN Description / Account Qty Unit Price Net Price 001 Replace the 2nd floor south Trane 1.00 17673.10000 17673.10 Condenser at City Hall. EACH The Above Line Item Is For Department: Bldg Maint 1 010056-534610 17673.10 Ship To City of Sebastian 100 Veterans Memorial Way Sebastian, FL 32958 Requisition Total 17673.10 ***** General Ledger Summary Section ***** Account Amount Remaining Budget 010056-534610 17673.10 13748.29 FACILITIES MAINTENANCE R & M -BUILDINGS ***** Approval/Conversion Info ***** Activity Date Clerk Comment Queued 07/14/16 Jean Tarbell Pending Ken Killgore Pending Jennifer Smith Authorized By: Date: Signature June 16, 2016 TJ?M,E' Building Services City of Sebastian 2nd floor south condenser replacement Proposal ID# 2117665 WE MAKE BUILDINGS WORK BETTER FOR LIFE." Trane U.S.Inc. 2301 Lucien Way, Suite 430 Maitland, FL 32751 Phone: (407) 660-1111 Fax: (407) 660-0303 Attention: Site Address: Jim Testa City Hall Jim Romanek 1225 Main Street Tim Walker Sebastian, FI. 32958 Project Name: Replace the 2"d floor south Trane condenser at City Hall Trane - Central and North Florida District is pleased to offer you the following proposal to replace the 2"d floor South Trane condenser at City Hall. (M# TTA1 80300FA S# 4091T513AD). All labor and materials are included in the following scope of work: Trane US Communities Contract # 15-JLP-023\ USC Proposal # 42-357643-16-001 ('/pOSG, ' S 3 G �V ) Scope of Work: • Recover refrigerant from working circuit • Remove damaged condenser from roof with crane • Install new TTA180B30OG condenser with crane • Pipe and wire in new condenser • Reinsulate piping with armaflex and aluminum jacketing • Evacuate system and recharge with R22 • Startup unit and log Notes: 1. Any service not listed is not included. 2. Work will be performed during normal business hours. 3. Bonding and engineered drawings are not included. 4. Quoted under US Communities guidelines Investment for condenser replacement ..............................................$17,673.10 City of Sebastian 2nd floor south condenser replacement Proposal ID# 2117665 City of Sebastian 2nd floor south condenser replacement Proposal ID# 2117665 Thank you for giving us this opportunity. If you have any questions or concerns, please contact me at 321-514-9556. 1 appreciate the opportunity to earn your business, and look forward to helping you with all of your services needs. Please contact me if you have any questions or concerns. This proposal is valid 90 days from June 16, 2016 This agreement is subject to Customer's acceptance of the attached Trane U.S. Inc. Services Terms and Conditions. CUSTOMER ACCEPTANCE Proposal Date: June 16, 2016 Authorized Representative Printed Name Title Purchase Order _ Acceptance Date Trane ACCEPTANCE Trane U.S. Inc. Bob Powell Authorized Representative Account Manager, Existing Building Services Title 06116/16 Signature Date I City of Sebastian 2nd floor south condenser replacement Proposal IN 2117665 TERMS AND CONDITIONS — QUOTED SERVICE "Company" shall mean Trane U.S. Inc.. 1. Acceptance. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the services (the "Services") on equipment listed in the Proposal (the "Covered Equipment"). 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's order is an acceptance of the Proposal, without the addition of any other terms and conditions of sale or any other modification, this document shall be treated solely as an acknowledgment of such order. If Customer's order is expressly conditioned upon the Company's acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with these terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to provide Services in accordance with scope and terms and conditions of the original Proposal. If Customer does not reject or object in writing to Company within 10 days, the Company's counter-offer will be deemed accepted. Customer's acceptance of goods and/or Services by Company will in any event constitute an acceptance by Customer of these 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 rendered by Company to the date of cancellation. 2. Services Fees and Taxes. Fees for the Services (the "Service Fee(s)") shall be as set forth in the Proposal and are based on performance during regular business hours. Fees for outside Company's normal business hours and any after-hours services shall be billed separately according to then prevailing overtime or emergency labor/labour rates. In addition to the stated Service Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with acceptable tax exemption certificates. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due. 3. Payment. Payment is due upon receipt of Company's invoice. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise enforcing these terms and conditions. 4. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice declaring termination, upon which event Customer shall be liable to the Company for all Services furnished to date and all damages sustained by Company (including lost profit and overhead): (1) Any failure by Customer to pay amounts when; or (2) any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer, (3) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. 5. Performance. Company shall perform the Services in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company performs the Services. Company is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. Company may refuse to perform any Services or work where working conditions could endanger property or put at risk the safety of people. Unless otherwise agreed to by Customer and Company, at Customer's expense and before the Services begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA or state Industrial safety regulations. 6. Exclusions. Unless expressly included in the Proposal, the Services do not include, and Company shall not be liable for, any of the following: (a) Any guarantee of room conditions or system performance; (b) Inspection, operation, maintenance, repair, replacement or performance of work or services outside the Services; (c) Damage, repairs or replacement of parts made necessary as a result of the acts or omission of Customer or any Event of Force Majeure; (d) Any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the premises before the effective date of this Agreement ("Pre -Existing Conditions") including, without limitation, damages, losses, or expenses involving a Pre -Existing Condition of building envelope issues, mechanical issues, plumbing issues, and/or indoor air quality issues involving moldimould and/or fungi; and (e) Replacement of refrigerant is excluded, unless replacement of refrigerant is expressly stated as included with the Proposal. 7. Warranty. Company warrants that: (a) the material manufactured by Company and furnished hereunder is free from defects in material and manufacture for a period of 12 months from the earlier of the date of equipment start-up or replacement and (b) the labor/labour portion of the Services is warranted to have been properly performed for a period of 90 days from date of completion (the "Warranty"). Company obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Warranty period. Defects must be reported to Company within the Warranty period. Company's obligation under the Warranty is limited to repairing or replacing the defective part at its option and to correcting any improperly performed labodlabour. No liability whatsoever shall attach to Company until the Services have been paid for in full. Exclusions from this Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; Customer's failure to follow the Company -provided maintenance plan; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Additional terms and conditions of warranty coverage are applicable for refrigeration equipment. 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 WARRANTY AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. UNLESS EXPRESSLY WARRANTED IN WRITING FOR CERTAIN HUSSMANN BRANDED EQUIPMENT, COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED REGARDING PREVENTION BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. THE WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. Indemnity. Company and Customer shall indemnify, defend 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 injury or damage to real or personal property, to the extent caused by the negligence or misconduct of the indemnifying party Company, and/or its respective employees or 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. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination hereof, with respect to any claims based on facts or conditions that occurred prior to expiration or termination. 9. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, PRODUCT LOSS, LOST REVENUE OR PROFITS), OR PUNITIVE DAMAGES WHETHER CLAIMED UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY OR FACTS. Should Company nevertheless be found liable for any damages they shall be • City of Sebastian 2nd floor south condenser replacement Proposal ID# 2117665 limited to the purchase price of the Services for one location over a 12 month term. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES RESULTING FROM MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS. 10. Asbestos and Hazardous Materials. Company's services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively, "Hazardous Materials"). Should Company become aware of or suspect the presence of Hazardous Materials, Company may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for any claims, liability, fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company. Company shall be required to resume performance of the services only when the affected area has been rendered harmless. 11. Insurance. Company agrees to maintain the following insurance during the term of the contract 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 In the event Company agrees to name Customer or others as an additional insured, Company will do so but only under its primary Commercial General Liability policies to the extent of the indemnity obligation assumed herein. In no event does Company waive its right of subrogation. 12. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occurrence of an Event of Force Majeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (€) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or (€i) be terminated upon ten (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 disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non -action by or inability to obtain or keep in 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. 13. 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 the Services are performed. Any dispute arising under or relating to this Agreement that is not disposed of by agreement shall be decided by litigation in a court of competent jurisdiction located in the state or province in which the Services are performed. To the extent the premises are owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. Except as provided for Service Fee adjustments, this Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected In a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind and 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. No modifications, additions or changes may be made to this Agreement except in a writing signed by Company. 14. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor which 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 in the United States and with Canadian Charter of Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c.11 and applicable Provincial Human Rights Codes and employment law in Canada. 15. U.S. Government Contracts. The following 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 / Purchase Order are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to "commercial" suppliers and that are contained in FAR 52.212-5(e)(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 agrees and hereby 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 provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to contractors 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 this offer or agreement, other than the Proposal or this Agreement. 1-10.48 (1209) Supersedes 1-10.48 (0909) AO—hkProposal T/ AAfE (Valid for 30 days from Proposal date) PROPRIETARY AND CONFIDENTIAL PROPERTY OF Trane U.S. Inc. DISTRIBUTION TO OTHER THAN THE NAMED RECIPIENT IS PROHIBITED 2016 Trane All rights reserved Prepared For: Date: June 09, 2016 All Bidders Proposal Number: H3-140539-1 Job Name: 15 ton -r22/CITY OF SEBASTIAN Delivery Terms: Payment Terms: Freight Allowed and Prepaid - F.O.B. Factory Net 30 Days Trane U.S. Inc. is pleased to provide the following proposal for your review and approval. Tag Data - Split System Air Conditioning Units (Large) (Qty: 1) Item Ta s Qt Description Model Number Al No Ta 1 15 Ton Unita S lit S stems TTA180B300G Product Data - Split System Air Conditioning Units (Large) Qty: 1 TTA Air Condensing Outdoor Unit 15 Ton Nominal Cooling Capacity R22 Dual Compressors - R-22 208-230 Volt 3 Phase 60 Hertz Packed Stock, Electromechanical 1st Year Labor Warranty Whole Unit Corrosion Coating- Condenser Coil Only J:IJOBS143114053911115 ton -r22-CITY OF SEBASTIAN.doc 15 ton-r22/CITY OF SEBASTIAN .lune 09, 2016 The following exclusions apply unless specifically listed in the bill of goods under product data smoke detectors, disconnects, hurricane tie downs, thermostats, filters, float switches, auxiliary drain pans, dampers, controls, sensors, refrigerant specialties, extra filters, extra sheaves, external/vibration isolation, extended warranties, start up and labor warranty provided by others. Total Net Price (Excluding Sales Tax) .................................................. ......$ 6,480.00 ......................... Bob Powell - Trane U.S. Inc. 2301 Lucien Way, Suite 430 Eatonville, FL 32751 Phone: (407) 660-1111 Fax: (407) 660-0303 Proposal Prepared by: Stuart Gomez LCU Project Manager (407) 551-1186 spgomez@trane.com Acceptance of Proposal By C om pany. Signed: Tide: Date: Customer P.O. # For future quotes, contact the Florida LCU-R team at (407) 667-5477 or fl-insidesales@trane.com This proposal is subject to your acceptance of the attached Trane terms and conditions. FLD = Furnished by Trane U.S. Inc. / Installed by Equipment Proposal Page 2 of 5 Others 15 ton-r22/CITY OF SEBASTIAN ,lune 09, 2016 TERMS AND CONDITIONS - COMMERCIAL EQUIPMENT "Company" shall mean Trane Canada ULC for sales in Canada and Trane U.S. Inc. for sales in the United States. 1. Acceptance. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the sale of the described commercial equipment and any ancillary services (the "Equipment"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer) delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms 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 provide Equipment in accordance with the Proposal and the Company's 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 the Equipment 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. 2. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S. shall be made as follows: FOB Company's U.S. manufacturing facility or warehouse (full freight allowed). Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery of such to carrier at Company's U.S. manufacturing facility or warehouse. 3. Pricing and Taxes. Following acceptance without addition of any other terms and condition of sale or any other modification by Customer, the prices stated are firm provided that notification of release for immediate production and shipment is received at Company's factory not later than 3 months from order acceptance. If such release is received later than 3 months from order acceptance date, prices will be increased a straight 1% (not compounded) for each 1 month period (or part thereof) beyond the 3 month firm price period up to the date of receipt of such release. If such release is not received within 6 months after the date of order acceptance, the prices are subject to renegotiation or at Company's option, the order will be cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees. In no event will prices be decreased. The price of Equipment does not include any present or future foreign, federal, state, or local property, license, privilege, sales, use, excise, value added, gross receipts or other like taxes or assessments. Such amounts will be itemized separately to Customer, who will make prompt payment to Company. Company will accept valid exemption documentation for such from Customer, if applicable. All prices include packaging in accordance with Company's standard procedures. Charges for special packaging, crating or packing are the responsibility of Customer. 4. Delivery and Delays. Delivery dates are approximate and not guaranteed. Company will use commercially reasonable efforts to deliver the Equipment on or before the estimated delivery date will notify Customer if the estimated delivery dates cannot be honored, and will deliver the Equipment and services as soon as practicable thereafter. In no event will Company be liable for any damages or expenses caused by delays in delivery. S. Performance. Company shall be obligated to famish only the Equipment described in the Proposal and in submittal data (if such data is issued in connection with the order). Company may rely on the acceptance of the Proposal, and in submittal data as acceptance of the suitability of the Equipment for the particular project or location. Unless specifically stated in the Proposal, compliance with any local building codes or other laws or regulations relating to specifications or the location, use or operation of the Equipment is the sole responsibility of Customer. If Equipment is tendered that does not fully comply with the provisions of this Agreement, and Equipment is rejected by Customer, Company will have the right to cure within a reasonable time after notice thereof by substituting a conforming tender whether or not the time for performance has passed. 6. Force Majeure. Company's duty to perform under this Agreement and the Equipment prices are contingent upon the non-occurrence of an Event of Force Majeure. If the Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (i) remain in effect but Company's obligations shall be suspended 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 Work furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, "Event of Force Majeure" includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; pandemic insurrections; riots; labor/labour disputes; laborliabour or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid); and action or non -action by or inability to obtain or keep in 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. 7. Limited Warranty. Company warrants the Equipment manufactured by Company for a period of the lesser of 12 months from initial start-up or 18 months from date of shipment, whichever is less, against failure due to defects in material and manufacture and that it has the capacities and ratings set forth in Company's catalogs and bulletins ("Warranty"). Equipment manufactured by Company that includes required start-up and sold in North America will not be warranted by Company unless Company performs the Equipment startup. Exclusions from this Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; modifications made by others to the Equipment; repairs or alterations by a party other than Company that adversely affects the stability or reliability of the Equipment; vandalism; neglect; accident; adverse weather or environmental conditions; abuse or improper use; improper installation; commissioning by a party other than Company; unusual physical or electrical or mechanical stress; operation with any accessory, equipment or part not specifically approved by Company; refrigerant not supplied by Company; and/or lack of proper maintenance as recommended by Company. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Company's obligations and liabilities under this Warranty are limited to furnishing replacement equipment or parts, at its option, FCA (Incoterms 2000) factory or warehouse (f.o.b. factory or warehouse for US domestic purposes) at Company -designated shipping point, freight -allowed to Company's warranty agent's stock location, for all non -conforming Company -manufactured Equipment (which have been returned by Customer to Company. Returns must have prior written approval by Company and are subject to restocking charge where applicable. 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. COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING PREVENTION OF MOLDIMOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. No warranty liability whatsoever shall attach to Company until Customer's complete order has been paid for in full and Company's liability under this Warranty shall be limited to the purchase price of the Equipment shown to be defective. Additional warranty protection is available on an extra -cost basis and must be in writing and agreed to by an authorized signatory of the Company. EXCEPT FOR COMPANY'S WARRANTY EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED CONCERNING ITS PRODUCTS, EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OR OTHERS THAT ARE ALLEGED TO ARISE FROM COURSE OF DEALING OR TRADE. 8. Indemnity. To the fullest extent permitted by law, Company and Customer shall indemnify, defend 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 injury or damage to real or personal property, to the extent caused by the negligence or misconduct of their 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. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination hereof, with respect to any claims based on facts or conditions that occurred prior to expiration or termination. FLD = Furnished by Trane U.S. Inc. /Installed by Equipment Proposal Page 3 of 5 Others 15 ton-r221CITY OF SEBASTIAN dune 09, 2016 9. Insurance. Upon request, Company will furnish evidence of its standard insurance coverage. If Customer has requested to be named as an additional insured under Company's insurance policy, Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive any rights of subrogation. 10. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement, require payment prior to shipping, or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer; (3) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Equipment furnished and all damages sustained by Company (including lost profit and overhead). 11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, BUSINESS INTERRUPTION, LOST DATA, LOST REVENUE, LOST PROFITS) EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT, NEGLIGENCE, ANY OTHER TORT, WARRANTY, STRICT LIABILITY, OR PRODUCT LIABILITY). In no event will Company's liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement. 12. Nuclear Liability. In the event that the Equipment sold hereunder is to be used in a nuclear facility, Customer will, prior to such use, arrange for insurance or governmental indemnity protecting Company against all liability and hereby releases and agrees to indemnify Company and its suppliers for any nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due, in whole or in part to the negligence or otherwise of Company or its suppliers. 13. Intellectual Property; Patent Indemnity. Company retains all ownership, license and other rights to all patents, trademarks, copyrights, trade secrets and other intellectual property rights related to the Equipment, and, except for the right to use the Equipment sold, Customer obtains no rights to use any such intellectual property. Company agrees to defend any suit or proceeding brought against Customer so far as such suit or proceeding is solely based upon a claim that the use of the Equipment provided by Company constitutes infringement of any patent of the United States of America, provided Company is promptly notified in writing and given authority, information and assistance for defense of same. Company will, at its option, procure for Customer the right to continue to use said Equipment, or modify it so that it becomes non -infringing, or replace same with non -infringing Equipment, or to remove said Equipment and to refund the purchase price. The foregoing will not be construed to include any Agreement by Company to accept any liability whatsoever in respect to patents for inventions including more than the Equipment fumished hereunder, or in respect of patents for methods and processes to be carried out with the aid of said Equipment. The provision of Equipment by Company does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said Equipment with other devices or elements. The foregoing states the entire liability of Company with regard to patent infringement. Notwithstanding the provisions of this paragraph, Customerwill hold Company harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Customer's designs or specifications or instructions. 14. Cancellation. Equipment is specially manufactured in response to orders. An order placed with and accepted by Company cannot be delayed, canceled, suspended, or extended except with Company's written consent and upon written terms accepted by Company that will reimburse Company for and indemnify Company against loss and provide Company with a reasonable profit for its materials, time, labor, services, use of facilities and otherwise. Customer will be obligated to accept any Equipment shipped, tendered for delivery or delivered by Company pursuant to the order prior to any agreed delay, cancellation, suspension or extension of the order. Any attempt by Customer to unilaterally revoke, delay or suspend acceptance for any reason whatever after it has agreed to delivery of or accepted any shipment shall constitute a breach of this Agreement. For purposes of this paragraph, acceptance occurs by any waiver of inspection, use or possession of Equipment, payment of the invoice, or any indication of exclusive control exercised by Customer. 15. Invoicing and Payment. Equipment shall be invoiced to Customer upon tender of delivery thereof to the carrier. Customer shall pay Company's invoices within net 30 days of shipment date. 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 legal interest rate or 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested, Company will provide appropriate lien waivers upon receipt of payment. Company may at any time decline to ship, make delivery or perform work except upon receipt of cash payment, letter of credit, or security, or upon other terms and conditions satisfactory to Company. Customer agrees that, unless Customer makes payment in advance, Company will have a purchase money security interest in all Equipment to secure payment in full of all amounts due Company and its order for the Equipment, together with these terms and conditions, form a security agreement (as defined by the UCC in the United States and as defined in the Personal Property Security Act in Canada). Customer shall keep the Equipment free of all taxes and encumbrances, shall not remove the Equipment from its original installation point and shall not assign or transfer any interest in the Equipment until all payments due Company have been made. The purchase money security interest granted herein attaches upon Company's acceptance of Customer's order and on receipt of the Equipment described in the accepted Proposal but prior to its installation. The parties have no agreement to postpone the time for attachment unless specifically noted in writing on the accepted order. Customer will have no rights of set off against any amounts, which become payable to Company under this Agreement or otherwise. 16. Claims. Company will consider claims for concealed shortages in shipments or rejections due to failure to conform to an order only if such claims or rejections are made in writing within 15 days of delivery and are accompanied by the packing list and, if applicable, the reasons in detail why the Equipment does not conform to Customer's order. Upon receiving authorization and shipping instructions from authorized personnel of Company, Customer may return rejected Equipment, transportation charges prepaid, for replacement. Company may charge Customer any costs resulting from the testing, handling, and disposition of any Equipment returned by Customer which are not found by Company to be nonconforming. All Equipment damaged during shipment and all claims relating thereto must be made with the freight carrier in accordance with such carrier's policies and procedures. Claims for Equipment damaged during shipment are not covered under the warranty provision stated herein. 17. Export Laws. The obligation of Company to supply Equipment under this Agreement is subject to the ability of Company to supply such items consistent with applicable laws and regulations of the United States and other governments. Company reserves the right to refuse to enter into or perform any order, and to cancel any order, under this Agreement if Company in its sole discretion determines that performance of the transaction to which such order relates would violate any such applicable law or regulation. Customer will pay all handling and other similar costs from Company's factories including the costs of freight, insurance, export clearances, import duties and taxes. Customer will be "exporter of record" with respect to any export from the United States of America and will perform all compliance and logistics functions in connection therewith and will also comply with all applicable laws, rules and regulations. Customer understands that Company and/or the Equipment are subject to laws and regulations of the United States of America which may require licensing or authorization for and/or prohibit export, re-export or diversion of Company's Equipment to certain countries, and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable United States of America laws and regulations. Customer agrees to hold harmless and indemnify Company for any damages resulting to Customer or Company from a breach of this paragraph by Customer. 18. 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 of New York for Equipment shipped to a U.S. location and the laws of the province to which Equipment is FLD = Furnished by Trane U. S. Inc. / Installed by Equipment Proposal Page 4 of 5 Others 15 ton-r22/CITY OF SEBASTIAN June 09, 2016 shipped within Canada, without regard to its conflict of law principles that might otherwise call for the application of a different state's or province's law, and not including the United Nations Convention on Contracts for the International Sale of Goods. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the Equipment is being used at a site owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Customer's 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. 19. 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. 20. U.S. Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that Equipment 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). 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 sale of the Equipment is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to 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 provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the 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 work that is the subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 21. 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 assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein "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 Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other 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 Agreement 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 administrative 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 court 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 Customer 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. 1-26.130-4 (0614) Supersedes 1-26.130-4(0214) FLD = Furnished by Trane U. S. Inc. / Installed by Equipment Proposal Page 5 of 5 Others CITY OF SEBASTIAN, FLORIDA . 1225 Main Street Sebastian, FL 32958 Ph: 772-589-5537 Fax: 772-589-2566 E-Mail: city@cityofsebastian.org 16-002416 MECHANICAL PERMIT !tl,."` P:ERMITINFORMATtON F :1 ,LOC 'TION 1NFORMA710N .s�..,_.,t. !..< A # Permit#: 1 6-002416Issued: Address: 1225 MAIN 6-1- Permit Type: MECHANICAL COMMERCIAL SEBASTIAN, FL Class of Work: MECHANICAL Township: Range: Proposed Use: COMMERCIAL Lot(s): Block: Section: Sq. Feet: Est. Value: Book: Page: Cost: 18,000.00 Total Fees: 270.38 Subdivision: SCHOOL PARK Amount Paid: 270.38 Date Paid: 7/28/2016 Parcel Number: $ •i {� T�"f P^. lifb 4 �INFORM4TLQN. , }a.. ,tt=�,e.�._ ZONTRACT,OR g.$ F: b[1. �}$b 1� :�� tF(: t4 i s. �, .�,...�..� ; 3�OVIINER..INFORMATION� ,3 ..�,..,: Name: HOMEOVVNEK Name: CITY OF SEBASTIAN Addr: Address: 1225 MAIN ST SEBASTIAN, FL 32958-4165 Phone: Lic: Phone: Work esc: - CITY HALL 2ND FLOOR Iii .1 "` rr l� =APP,:LICATtON;FEES.t= s!, .� b .. :: ... z.. , t +f .sb.t. 'N r ,r' %.;': r .. •,`- r '.f. s ' ft F j,,!F '1 ! -��, ,•��; .zro.. .b> :.Ins ectio'ns�Re� ulred.,t._ 11­116 PI=RMI I bI=CC3Mt,i NULL AND VOID IF CONS I RUC I ION ALI I HOKI/-L:L) IS NU I UUMMENGF-D WI I HIN 6 MONTHS FROM ISSUANCE, OR IF CONSTRUCTION IS SUSPENDED, OR ABANDONED FOR A PERIOD OF 6 MONTHS AT ANY TIME. THE CONTRACTOR HAS CERTIFIED BY SIGNATURE OF APPLICATION, THIS DOCUMENT AND PLANS AND SPECIFICATIONS ARE TRUE AND CORRECT. ALL PROVISIONS OF LAWS AND ORDINANCES GOVERNING THIS TYPE OF WORK WILL BE COMPLIED WITH WHETHER SPECIFIED HEREIN OR NOT. * NOTICE * IN ADDITION TO THE REQUIREMENTS OF THIS PERMIT, THERE MAY BE ADDITIONAL RESTRICTIONS APPLICABLE TO THIS PROPERTY THAT MAY BE FOUND IN THE PUBLIC RECORDS OF THIS COUNTY, AND THERE MAY BE ADDITIONAL PERMITS REQUIRED FROM OTHER GOVERNMENTAL ENTITIES SUCH AS WATER MANAGEMENT DISTRICTS, STATE AGENCIES.-OR FEDERAL AGENCIES ** WARNING TO OWNER ** YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY RESULT IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. IF YOU INTENDTO OBTAIN FINANCING, CONSULT YOUR LENDOR OR AN QBE-01=G01111M FENT­ THIS PERMIT IS APPROVED ON THIS DATE PURSUANT TO THE FLORIDA BUILDING, WAYNE, ESELTINE, Contractor or Authorized Agent Date INSPECTIONS SHALL BE REQUIRED FOR ALL PERMITS. Proposal TRANS' (Valid for 30 days from Proposal date) PROPRIETARY AND CONFIDENTIAL PROPERTY OF Trane U.S. Inc. DISTRIBUTION TO OTHER THAN THE NAMED RECIPIENT IS PROHIBITED Prepared For. All Bidders Job Name: 15 ton -r22/CITY OF SEBASTIAN 2016 Trane All rights reserved Date: June 09, 2016 Proposal Number: H3-140539-1 Delivery Terms: Payment Terms: Freight Allowed and Prepaid - F.O.B. Factory Net 30 Days Trane U.S. Inc. is pleased to provide the following proposal for your review and approval. Tag Data - Split System Air Conditioning Units (Large) (Qty: 1 Item Tag(s) I Qty I Description TModel Number Al I No Tag 11 115 Ton Unitary Split Systems ITTA18OB30OG Product Data - Split System Air Conditioning Units (Large) Qty: 1 TTA Air Condensing Outdoor Unit 15 Ton Nominal Cooling Capacity R22 Dual Compressors - R-22 208-230 Volt 3 Phase 60 Hertz Packed Stock, Electromechanical 1st Year Labor Warranty Whole Unit Corrosion Coating- Condenser Coil Only Of tc hV31 J:IJOBSI43114053911115 ton -r22-CITY OF SEBASTIAN. doc 15, ton-r22/CITY OF SEBASTIAN .lune 09, 2016 The following exclusions apply unless specifically listed in the bill of goods under product data smoke detectors, disconnects, hurricane tie downs, thermostats, filters, float switches, auxiliary drain pans, dampers, controls, sensors, refrigerant specialties, extra filters, extra sheaves, external/vibration isolation, extended warranties, start up and labor warranty provided by others. Total Net Price (Excluding Sales Tax).................................................................................$ 6,480.00 Bob Powell - Trane U.S. Inc. 2301 Lucien Way, Suite 430 Eatonville, FL 32751 Phone: (407) 660-1111 Fax: (407) 660-0303 Proposal Prepared by: Stuart Gomez LCU Project Manager (407) 551-1186 spgomez@trane.com Acceptance of Proposal By Campany. Signet- Tide: ignedTide: Date: Customer P.Q. # For future quotes, contact the Florida LCU-R team at (407) 667-5477 or fl-insidesales@trane.com This proposal is subject to your acceptance of the attached Trane terms and conditions. FLD = Furnished by Trane U.S. Inc. /Installed by Equipment Proposal Page 2 of 5 Others IS ton-r221GITY OF SEBASTIAN .lune 09, 2016 TERMS AND CONDITIONS - COMMERCIAL EQUIPMENT "Company" shall mean Trane Canada ULC for sales in Canada and Trane U.S. Inc. for sales in the United States. 1. Acceptance. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the sale of the described commercial equipment and any ancillary services (the "Equipment"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent ("Customer") delivered to Company within 30 days from the date of the Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms 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 provide Equipment in accordance with the Proposal and the Company's 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 the Equipment 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. 2. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S. shall be made as follows: FOB Company's U.S. manufacturing facility or warehouse (full freight allowed). Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery of such to carrier at Company's U.S. manufacturing facility or warehouse. 3. Pricing and Taxes. Following acceptance without addition of any other terms and condition of sale or any other modification by Customer, the prices stated are firm provided that notification of release for immediate production and shipment is received at Company's factory not later than 3 months from order acceptance. If such release is received later than 3 months from order acceptance date, prices will be increased a straight 1 % (not compounded) for each 1 month period (or part thereof) beyond the 3 month firm price period up to the date of receipt of such release. If such release is not received within 6 months after the date of order acceptance, the prices are subject to renegotiation or at Company's option, the order will be cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage increase in list prices during that period of delay and Company may charge Customer with incurred storage fees. In no event will prices be decreased. The price of Equipment does not include any present or future foreign, federal, state, or local property, license, privilege, sales, use, excise, value added, gross receipts or other like taxes or assessments. Such amounts will be itemized separately to Customer, who will make prompt payment to Company. Company will accept valid exemption documentation for such from Customer, if applicable. All prices include packaging in accordance with Company's standard procedures. Charges for special packaging, crating or packing are the responsibility of Customer. 4. Delivery and Delays. Delivery dates are approximate and not guaranteed. Company will use commercially reasonable efforts to deliver the Equipment on or before the estimated delivery date will notify Customer if the estimated delivery dates cannot be honored, and will deliver the Equipment and services as soon as practicable thereafter. In no event will Company be liable for any damages or expenses caused by delays in delivery. 5. Performance. Company shall be obligated to furnish only the Equipment described in the Proposal and in submittal data (if such data is issued in connection with the order). Company may rely on the acceptance of the Proposal, and in submittal data as acceptance of the suitability of the Equipment for the particular project or location. Unless specifically stated in the Proposal, compliance with any local building codes or other laws or regulations relating to specifications or the location, use or operation of the Equipment is the sole responsibility of Customer. If Equipment is tendered that does not fully comply with the provisions of this Agreement, and Equipment is rejected by Customer, Company will have the right to cure within a reasonable time after notice thereof by substituting a conforming tender whether or not the time for performance has passed. 6. Force Majeure. Company's duty to perform under this Agreement and the Equipment prices are contingent upon the non-occurrence of an Event of Force Majeure. If the Company shall be unable to cavy out any material obligation under this Agreement due to an Event of Force Majeure, this Agreement shall at Company's election (i) remain in effect but Company's obligations shall be suspended 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 Work furnished to the date of termination. An "Event of Force Majeure" shall mean any cause or event beyond the control of Company. Without limiting the foregoing, 'Event of Force Majeure" includes: acts of God; acts of terrorism, war or the public enemy; flood; earthquake; tomado; storm; fire; civil disobedience; pandemic insurrections; riots; labor/labour disputes; labor/labour or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid); and action or non-action by or inability to obtain or keep in 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. 7. Limited Warranty. Company warrants the Equipment manufactured by Company for a period of the lesser of 12 months from initial start-up or 18 months from date of shipment, whichever is less, against failure due to defects in material and manufacture and that it has the capacities and ratings set forth in Company's catalogs and bulletins ("Warranty"). Equipment manufactured by Company that includes required start-up and sold In North America will not be warranted by Company unless Company performs the Equipment startup. Exclusions from this Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; modifications made by others to the Equipment; repairs or alterations by a party other than Company that adversely affects the stability or reliability of the Equipment; vandalism; neglect; accident; adverse weather or environmental conditions; abuse or improper use; improper installation; commissioning by a party other than Company; unusual physical or electrical or mechanical stress; operation with any accessory, equipment or part not specifically approved by Company; refrigerant not supplied by Company; and/or lack of proper maintenance as recommended by Company. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Company's obligations and liabilities under this Warranty are limited to furnishing replacement equipment or parts, at its option, FCA (Incoterns 2000) factory or warehouse (f.o.b. factory or warehouse for US domestic purposes) at Company-designated shipping point, freight-allowed to Company's warranty agent's stock location, for all non-conforming Company-manufactured Equipment (which have been returned by Customer to Company. Returns must have prior written approval by Company and are subject to restocking charge where applicable. 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. COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING PREVENTION OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. No warranty liability whatsoever shall attach to Company until Customer's complete order has been paid for in full and Company's liability under this Warranty shall be limited to the purchase price of the Equipment shown to be defective. Additional warranty protection is available on an extra-cost basis and must be in writing and agreed to by an authorized signatory of the Company. EXCEPT FOR COMPANY'S WARRANTY EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED CONCERNING ITS PRODUCTS, EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OR OTHERS THAT ARE ALLEGED TO ARISE FROM COURSE OF DEALING OR TRADE. 8. Indemnity. To the fullest extent permitted by law, Company and Customer shall indemnify, defend 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 injury or damage to real or personal property, to the extent caused by the negligence or misconduct of their 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. If the parties are both at fault, the obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination hereof, with respect to any claims based on facts or conditions that occurred prior to expiration or termination. FLD = Furnished by Trane U.S. Inc. / Installed by Equipment Proposal Page 3 of 5 Others 15 ton-r22/gITY OF SEBASTIAN June 09, 2016 9. Insurance. Upon request, Company will furnish evidence of its standard insurance coverage. If Customer has requested to be named as an additional insured under Company's insurance policy, Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive any rights of subrogation. 10. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement, require payment prior to shipping, or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or if Customer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Customer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Customer, (3) Any representation or warranty famished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Equipment fumished and all damages sustained by Company (including lost profit and overhead). 11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, BUSINESS INTERRUPTION, LOST DATA, LOST REVENUE, LOST PROFITS) EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT, NEGLIGENCE, ANY OTHER TORT, WARRANTY, STRICT LIABILITY, OR PRODUCT LIABILITY). In no event will Company's liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement. 12. Nuclear Liability. In the event that the Equipment sold hereunder is to be used in a nuclear facility, Customer will, prior to such use, arrange for insurance or governmental indemnity protecting Company against all liability and hereby releases and agrees to indemnify Company and its suppliers for any nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due, in whole or in part to the negligence or otherwise of Company or its suppliers. 13. Intellectual Property; Patent Indemnity. Company retains all ownership, license and other rights to all patents, trademarks, copyrights, trade secrets and other intellectual property rights related to the Equipment, and, except for the right to use the Equipment sold, Customer obtains no rights to use any such intellectual property. Company agrees to defend any suit or proceeding brought against Customer so far as such suit or proceeding is solely based upon a claim that the use of the Equipment provided by Company constitutes infringement of any patent of the United States of America, provided Company is promptly notified in writing and given authority, information and assistance for defense of same. Company will, at its option, procure for Customer the right to continue to use said Equipment, or modify it so that it becomes non -infringing, or replace same with non -infringing Equipment, or to remove said Equipment and to refund the purchase price. The foregoing will not be construed to include any Agreement by Company to accept any liability whatsoever in respect to patents for inventions including more than the Equipment fumished hereunder, or in respect of patents for methods and processes to be carried out with the aid of said Equipment. The provision of Equipment by Company does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said Equipment with other devices or elements. The foregoing states the entire liability of Company with regard to patent infringement. Notwithstanding the provisions of this paragraph, Customer will hold Company harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Customer's designs or specifications or instructions. 14. Cancellation. Equipment is specially manufactured in response to orders. An order placed with and accepted by Company cannot be delayed, canceled, suspended, or extended except with Company's written consent and upon written terms accepted by Company that will reimburse Company for and indemnify Company against loss and provide Company with a reasonable profit for its materials, time, labor, services, use of facilities and otherwise. Customer will be obligated to accept any Equipment shipped, tendered for delivery or delivered by Company pursuant to the order prior to any agreed delay, cancellation, suspension or extension of the order. Any attempt by Customer to unilaterally revoke, delay or suspend acceptance for any reason whatever after it has agreed to delivery of or accepted any shipment shall constitute a breach of this Agreement. For purposes of this paragraph, acceptance occurs by any waiver of inspection, use or possession of Equipment, payment of the invoice, or any indication of exclusive control exercised by Customer. 15. Invoicing and Payment. Equipment shall be invoiced to Customer upon tender of delivery thereof to the carrier. Customer shall pay Company's invoices within net 30 days of shipment date. 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 legal interest rate or 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terns and conditions. If requested, Company will provide appropriate lien waivers upon receipt of payment. Company may at any time decline to ship, make delivery or perform work except upon receipt of cash payment, letter of credit, or security, or upon other terms and conditions satisfactory to Company. Customer agrees that, unless Customer makes payment in advance, Company will have a purchase money security interest in all Equipment to secure payment in full of all amounts due Company and its order for the Equipment, together with these terms and conditions, form a security agreement (as defined by the UCC in the United States and as defined in the Personal Property Security Act in Canada). Customer shall keep the Equipment free of all taxes and encumbrances, shall not remove the Equipment from its original installation point and shall not assign or transfer any interest in the Equipment until all payments due Company have been made. The purchase money security interest granted herein attaches upon Company's acceptance of Customer's order and on receipt of the Equipment described in the accepted Proposal but prior to its installation. The parties have no agreement to postpone the time for attachment unless specifically noted in writing on the accepted order. Customer will have no rights of set off against any amounts, which become payable to Company under this Agreement or otherwise. 16. Claims. Company will consider claims for concealed shortages in shipments or rejections due to failure to conform to an order only if such claims or rejections are made in writing within 15 days of delivery and are accompanied by the packing list and, if applicable, the reasons in detail why the Equipment does not conform to Customer's order. Upon receiving authorization and shipping instructions from authorized personnel of Company, Customer may return rejected Equipment, transportation charges prepaid, for replacement. Company may charge Customer any costs resulting from the testing, handling, and disposition of any Equipment returned by Customer which are not found by Company to be nonconforming. All Equipment damaged during shipment and all claims relating thereto must be made with the freight carrier in accordance with such carrier's policies and procedures. Claims for Equipment damaged during shipment are not covered under the warranty provision stated herein. 17. Export Laws. The obligation of Company to supply Equipment under this Agreement is subject to the ability of Company to supply such items consistent with applicable laws and regulations of the United States and other governments. Company reserves the right to refuse to enter into or perform any order, and to cancel any order, under this Agreement if Company in its sole discretion determines that performance of the transaction to which such order relates would violate any such applicable law or regulation. Customer will pay all handling and other similar costs from Company's factories including the costs of freight, insurance, export clearances, import duties and taxes. Customer will be "exporter of record" with respect to any export from the United States of America and will perform all compliance and logistics functions in connection therewith and will also comply with all applicable laws, rules and regulations. Customer understands that Company and/or the Equipment are subject to laws and regulations of the United States of America which may require licensing or authorization for and/or prohibit export, re-export or diversion of Company's Equipment to certain countries, and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable United States of America laws and regulations. Customer agrees to hold harmless and indemnify Company for any damages resulting to Customer or Company from a breach of this paragraph by Customer. 18. 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 of New York for Equipment shipped to a U.S. location and the laws of the province to which Equipment is FLD = Furnished by Trane U. S. inc. / Installed by Equipment Proposal Page 4 of 5 Others 15,ton-r?2IQITY OF SEBASTIAN .lune 09, 2016 shipped within Canada, without regard to its conflict of law principles that might otherwise call for the application of a different state's or province's law, and not including the United Nations Convention on Contracts for the Intemational Sale of Goods. Any action or suit arising out of or related to this Agreement must be commenced within one year after the cause of action has accrued. To the extent the Equipment is being used at a site owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. No documents shall be incorporated herein by reference except to the extent Company is a signatory thereon. If any term or condition of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Customer's 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. 19. 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. 20. U.S. Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that Equipment 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(ex 1). 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 sale of the Equipment is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to 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 provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the 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 work that is the subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 21. 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 assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein "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 Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other 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 perforTning this Agreement 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 administrative 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 court 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 Customer 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. 1-26.130-4 (0614) Supersedes 1-26.130-4(0214) FLD = Furnished by Trane U.S. Inc. / Installed by Equipment Proposal Page 5 of 5 Others