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HomeMy WebLinkAbout06 AUTHORIZATION AND AWARD HVAC PROJECT DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 • Agenda Item 1§S T AGENDA REPORT Reviewed: D5W City Manager Finance Director �a MEETING DATE: AUGUST 17, 2021 TO: MATTHEW S. WEST, CITY MANAGER FROM: DOUGLAS S. STACK, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER AUTHORIZATION AND AWARD CONTRACT FOR HEATING, VENTILATION, SUBJECT: AND AIR CONDITIONING (HVAC) IMPROVEMENTS PROJECT (CIP No. 10032) SUMMARY Staff is requesting authorization to award the HVAC Improvements for City Hall and the Police Department Project (CIP 10032) to improve efficiency and climate control. RECOMMENDATION It is recommended that the City Council; 1. Adopt Resolution No. 21-69 authorizing the use of OMNIA Partners; Contract #15-JLP- 023 with Trane U.S., Inc. for the purchase, installation and warranty in the amount of $440,120. 2. Authorize the Mayor and the City Clerk to execute the contract documents on behalf of the City. FISCAL IMPACT Sufficient funds have been budgeted for this project in the Fiscal Year 2021-2022 Capital Improvement Program. The total estimated expenditure for the purchase, installation and warranty of this project is $440,120. The project is funded through the Capital Improvement Fund (Fund 200). CORRELATION TO THE STRATEGIC PLAN HVAC Improvements for City Hall and the Police Department contributes to the fulfillment of the City's Strategic Plan Goal B: Public Safety and Protection of Assets. Specifically, the project implements Strategy 5, which among other items, is to ensure continuous maintenance and improvement of public facilities. BACKGROUND OMNIA Partners is the largest and most experienced organization in procurement and supply chain management. OMNIA Partners is comprised of two (2) cooperative purchasing organizations — National IPA and U.S. Communities — and provides contracts that are competitively solicited and publicly awarded by a government entity acting as the lead agency. Pursuant to Tustin City Code Section 1625c, the City has the opportunity to utilize other government purchasing programs to acquire competitive pricing. Utilizing cooperative agreements meets all requirements set forth in the City's Purchasing Policy and all requirements DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 HVAC Improvements Project, CIP 10032 August 17, 2021 Page 2 set forth by the State of California in regards to regional, state, and national cooperative purchasing agreements. The project scope includes removing and installing new Variable Air Volume (VAV) boxes in both buildings, monitoring various components of the HVAC units (such as air handlers, boilers, VAV's, etc.) and improving energy efficiency via the installation of a Trane control system which integrates with the majority of City facilities. Acquisition of this equipment, including installation and monitoring, is more efficiently and cheaply obtained from OMNIA Partners and may be authorized by resolution of the City Council pursuant to Tustin Municipal Code Section 1625c. zr*ot ou s S Stack, P.E. Dir ct r Public Works/City Engineer Attachment(s): 1. Resolution 21-69 2. Proposal S:\City Council Items\2021 Council Items\08-17-2021\Award of Contract for HVAC Improvements at City Hall and PD\Award HVAC Improvements CIP10032.docx DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 ATTACHMENT 1 Resolution No. 21-69 DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 RESOLUTION NO. 21-69 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA AUTHORIZING OMNIA PARTNERS PURCHASING PROGRAM TO PURCHASE CERTAIN ITEMS WHEREAS, the City has need to purchase various material, supplies and equipment in order to conduct the operations of the City; and WHEREAS, Section 1625, Item C of the Tustin Municipal Code authorizes the County of Orange Cooperative Purchasing Program to purchase materials, supplies, and equipment if it can be acquired more cheaply or efficiently by the Omnia Partners Purchasing Program; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Tustin, California, does hereby authorize the Omnia Partners Purchasing Program, to utilize contract #15-JLP-023 for Trane U.S., Inc., for and on behalf of the City of Tustin pursuant to Section 10324 of the California Public Contract Code, and that Mr. Matthew S. West, City Manager, is hereby directed to sign and deliver all necessary requests and other documents in connection therewith and for and on behalf of the City of Tustin. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Tustin held on the 17th day of August, 2021. LETITIA CLARK Mayor ATTEST: ERICA N, YASUDA City Clerk DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Erica N. Yasuda, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council is five; that the above and foregoing Resolution No. 21-69 was duly and regularly passed and adopted at a regular meeting of the City Council held on the 17th day of August, 2021 by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES; COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT ERICA N, YASUDA City Clerk DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 ATTACHMENT 2 Proposal DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 r�wE Bui/ding Services OMNIA/Trane VAV and Controls Proposal Controls Proposal For: Jason Churchill Field Services Manager City of Tustin 300 Centennial Way Tustin, CA 92780 U.S.A. Local Trane Office: Trane U.S. Inc. dba Trane 3253 E Imperial Highway Brea, CA 92821 I p Local Trane Representative: j -MEOW Kerry Frank Senior Account Manager - Cell: (818) 391-4656 N d ,. } Office: (714) 983-0505 Trane Proposal ID: 3078346 ' .% OMNIA/USC Quote#: 35-700896-21-001 I; OMNIA Contract#: USC-15-JLP-023 IDate: August 4, 2021 DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 MWE® Building Services TRANE CONTROLS PROPOSAL cxecutive Summary Trane is pleased to present a solution to help City of Tustin reach its performance goals and objectives. This proposed project will enhance your operation by helping you to optimize your resources, improve the comfort in your facility, and reduce energy costs. We appreciate the effort from City of Tustin to assist in the system analysis and business discussions. Because of your efforts, we were able to develop a proposal that offers solutions to your specific concerns, based on Trane system knowledge and application expertise. As your partner, Trane is committed to providing controls to achieve a comfortable building environment for the people who occupy the building. For the people who own, manage and maintain the building, Trane is committed to providing reliable building management systems and control products that improve system performance. Some key features and benefits City of Tustin should expect from this project are highlighted below. • Improved Occupant Comfort • Reduction in Energy Usage • Remote Access to All Sites, Including from Mobile Devices • Remote Support from Trane Trane appreciates the opportunity to earn your business. This investment will provide City of Tustin with the capability to significantly reduce operating costs and improve comfort conditions in your facility. We look forward to partnering with City of Tustin for all of your control products and service needs. I will be contacting you soon to discuss the proposal and to schedule the next steps. WE VALUE THE CONFIDENCE YOU HAVE PLACED IN TRANE AND LOOK FORWARD TO PARTNERING WITH YOU. Kerry Frank Senior Account Manager, Trane U.S. Inc. dba Trane DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services Prepared For: Date: Jason Churchill August 4, 2021 Job Name: Trane Proposal ID: 2288774 City Hall and PD VAV Replacement OMNIA Quote#: 35-700896-21-001 with Control System Upgrades Delivery Terms: Payment Terms: Freight Allowed and Prepaid —F.O.B Factory Net 30 State Contractor License Number: Proposal Expiration Date: 1066318 30 Days Scope of Work This scope of work is priced per OMNIA/US Communities Contract RFP# 15-JLP-023 requirements. "Scope of Work" and notations within are based on the following negotiated scope of work with Jason Churchill and based on the site surveys performed. Dist;usswn —mil Siteb In both the City Hall building and the Police Department, the Variable Air Volume (VAV) boxes are aging and in need of replacement. In addition, the pneumatic controls used on the VAV boxes are failing and, in many cases, not function properly. This results in occupant discomfort and wasted energy. The scope of this proposal for these buildings solves these issues by installing new Trane direct digital control (DDC)VAV boxes eliminating the pneumatic controls completely and refreshing the mechanical system operation. The police department scope of work also includes adding Trane Tracer SC with web-enabled access through the city's secure intranet. .:neral Inclusion. • Project Management • Engineered Control Submittals and As-Built Drawings • Low voltage power wiring (necessary power panels and circuits provided by customer) • Control System Programming & Graphics • Control System Commissioning • Testing &Air Balancing with pre and post readings • Owner Control System Operational Training • Performance and Bid Bond City Hall VAV Box Replacement New VAV Boxes to be integrated into EXISTING Trane Building Automation System: • Provide and install (20) Trane VAV boxes with Hot Water Reheat with factory-mounted controls and wireless BACnet/ZigBee communications • Provide and install (12) Trane VAV boxes (cooling only)with factory-mounted controls and wireless BACnet/ZigBee communications • Replace existing zone sensors with wireless Trane LCD display zone sensors • Cap existing pneumatics and safe-off existing low-voltage and abandon in place • City Hall VAV Work to be completed on Shift hours. @2021 Trane All rights reserved Page 1 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services Police Department VAV Boxes and New Building Automation The design of this system will provide communication and control capabilities between the Trane Building Automation System and the following: [1] Tracer SC Building Automation Controller Non-proprietary BACnet protocol Includes communication over BACnet IP Expandable for future projects Web-enabled interface Floor Plan Graphics WCI Coordinators to be wired back to SC for wireless coordination Terminate Existing wiring for the following points: Boiler—Start Stop Hot Water Pump—Start/Stop EF-3 Start/Stop EF-4 Start/Stop EF-5 Start/Stop EF-8 Start/Stop [2] Existing Trane IntelliPak Units with Factory ReliaTel Controls • Existing BACnet MS/TP Wired Communication to be Uses [1] Existing Rooftop Unit with field installed controls serving New Meeting Room Trane DDC Controller to be mounted inside existing Rooftop Unit Supply Fan Start/Stop Heat/Cool Command Supply Fan Status Discharge Air Temperature Sensor Wireless Zone Temperature Sensor [1] Existing Heat Pump Unit with field installed controls serving Dispatch Trane DDC Controller to be mounted inside existing Heat Pump Unit Supply Fan Start/Stop Heat/Cool Command Supply Fan Status Discharge Air Temperature Sensor Wireless Zone Temperature Sensor [2] Ductless Split Space Temperature Monitoring for 911 Room • Wireless Space Temperature Sensor for Monitoring only of Ductless Split Units New VAV Boxes to be integrated into new Trane Building Automation System: • Provide and install (15) Trane VAV boxes with Hot Water Reheat with factory-mounted controls and wireless BACnet/ZigBee communications • Provide and install (7) Trane VAV boxes (cooling only) with factory-mounted controls and wireless BACnet/ZigBee communications • Replace existing zone sensors with wireless Trane LCD display zone sensors • Cap existing pneumatics and safe-off existing low-voltage and abandon in place • Police Department VAV Work to be completed on shift hours. [1] Monitor Only of Domestic Hot Water System Field Installed Programmable BACnet DDC Controller in Nema 3R Enclosure Domestic Hot Water Boilers—Status and Alarm Strap on Supply Water Temperature Sensor for Domestic Hot Water Outside Air temperature Sensor @2021 Trane All rights reserved Page 2 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services Clarifications a. Bid is based on labor be done during normal business hours unless otherwise stated. b. Open-run Plenum-rated cable (no conduit)will be installed in concealed and accessible areas (above ceilings etc.). Existing conduit to be used and any new required conduit shall be EMT (No Rigid). c. Installation will require a temporary VPN or similar connection to the building network for initial setup and configuration. Continuation of VPN connection is required for warranty support. d. Building Ethernet to be provided by others for connection to Trane Building Controller for web access. e. Per our job walk with customer, Trane will remove ceiling tiles and hard lid as needed for VAV box replacement. Customer will be responsible for re-installing the ceiling tiles and hard lids demolished for VAVs. f. All city existing as-built mechanical system drawings remain unchanged. No additional mechanical or electrical engineering services are needed or included in this scope of work. g. Bid is based on as-builts drawings provided by the city. Differing conditions adding scope will result in a change order. h. Bid is based on all supporting air distribution and HVAC systems functioning properly. Any items found not functional and in need of repair will result in a change order. Exclusions The following items are not included in the present scope and must be provided by others if applicable. a. Furnish, install or wire any items not explicitly called out above, including (but not limited to) controls, control panels, any type of controls interface, display or workstation, thermostats, sensors, or any other controls end devices.. b. Any interfaces to lighting, fire, security or any other auxiliary low voltage system. c. Furnish, install, wire or terminate duct-mounted smoke detectors, shutdown interlocks, or combination smoke/fire dampers. d. Furnish any labor related to LEED certification, air balancing, TAB testing, verification or 3rd party commissioning agent review for any HVAC Equipment or Controls. e. Furnish or installation of air flow monitoring stations. f. BTU metering, KW metering, sub metering provisions or installation. g. Pressure Independent valves. j. Permits and asbestos abatement. k. Cutting. Patching, painting. rrr ic.my aid Acceptance Jason Churchill Field Services Manager City of Tustin Tustin, CA 92780 U.S.A. VAV and Control Systems Renovation for City Hall and Police Department.............$440,120 rinancial items not includeu • Permits • Bid Bond • Liquidated Damages • Demurrage or Storage Charges • Participation in OCIOP or CCIP Insurance Programs @2021 Trane All rights reserved Page 3 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 1 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services Respectfully submitted, iw ~-- Kerry Frank Senior Account Manager Trane U.S. Inc. dba Trane (714) 983-0505 ACCEPTANCE This proposal is subject to Customer's acceptance of the attached Trane Terms and Conditions (Installation). We value the confidence you have placed in Trane and look forward to working with you. Submitted By: Kerry Frank Cell: (818) 391-4656 Office: (714) 983-0505 Proposal Date: August 4, 2021 CUSTOMER ACCEPTANCE City of Tustin TRANE ACCEPTANCE Trane U.S. Inc. dba Trane Authorized Representative Authorized Representative Printed Name Printed Name Title Title Purchase Order Signature Date Acceptance Date: License Number: 1066318 @2021 Trane All rights reserved Page 4 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 1 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services TERMS AND CONDITIONS—COMMERCIAL INSTALLATION "Company"shall mean Trane U.S.Inc.dba Trane. 1. Acceptance; Agreement. These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "Agreement")resulting from Company's proposal(the"Proposal")for the commercial goods and/or services described(the"Work"). 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 Work in accordance with the Proposal and the Company terms and conditions. If Customer does not reject or object in writing to Company within 10 days,Company's counter-offer will be deemed accepted. Customer's acceptance of the Work by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit,Company may delay or suspend performance or,at its option,renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions,this Agreement shall be cancelled without any liability, other than Customer's obligation to pay for Work rendered by Company to the date of cancellation. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service ('Connected Services Terms"), available at https://www.trane.com/TraneConnectedServicesTerms,as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services,as defined in the Connected Services Terms. 3. Pricing and Taxes. Unless otherwise noted,the price in the Proposal includes standard ground transportation and,if required by law,all sales,consumer, use and similar taxes legally enacted as of the date hereof for equipment and material installed by Company. Tax exemption is contingent upon Customer furnishing appropriate certificates evidencing Customer's tax exempt status.Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an uninstalled basis and any taxable labor/labour do not include sales tax and taxes will be added. 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 the factory not later than 3 months from order receipt. If such release is received later than 3 months from order receipt date,prices will be increased a straight 1%(not compounded)for each one-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 date of order receipt,the prices are subject to renegotiation, or at Company's option,the order will be cancelled. Any delay in shipment caused by Customers 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. 4. Exclusions from Work. Company's obligation is limited to the Work as defined and does not include any modifications to the Work site under the Americans With Disabilities Act or any other law or building code(s). In no event shall Company be required to perform work Company reasonably believes is outside of the defined Work without a written change order signed by Customer and Company. 5. Performance. Company shall perform the Work in accordance with industry standards generally applicable in the area under similar circumstances as of the time Company performs the Work Company may refuse to perform any Work where working conditions could endanger property or put at risk the safety of persons. Unless otherwise agreed to by Customer and Company,at Customer's expense and before the Work begins,Customer will provide any necessary access platforms,catwalks to safely perform the Work in compliance with OSHA or state industrial safety regulations. 6. Payment. Customer shall pay Company's invoices within net 30 days of invoice date. Company may invoice Customer for all equipment or material furnished,whether delivered to the installation site or to an off-site storage facility and for all Work performed on-site or off-site. No retention shall be withheld from any payments except as expressly agreed in writing by Company,in which case retention shall be reduced per the contract documents and released no later than the date of substantial completion. Under no circumstances shall any retention be withheld for the equipment portion of the order. If payment is not received as required, Company may suspend performance and the time for completion shall be extended for a reasonable period of time not less than the period of suspension. Customer shall be liable to Company for all reasonable shutdown,standby and start-up costs as a result of the suspension. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to 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. Customer agrees that,unless Customer makes payment in advance,Company will have a purchase money security interest in all equipment from Company 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. 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. 7. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representative of Company,all dates provided by Company or its representatives for commencement,progress or completion are estimates only. While Company shall use commercially reasonable efforts to meet such estimated dates,Company shall not be responsible for any damages for its failure to do so. 8. Access. Company and its subcontractors shall be provided access to the Work site during regular business hours,or such other hours as may be requested by Company and acceptable to the Work site'owner or tenant for the performance of the Work,including sufficient areas for staging,mobilization,and storage. Company's access to correct any emergency condition shall not be restricted.Customer grants to Company the right to remotely connect(via phone modem, internet or other agreed upon means)to Customer's building automation system(BAS)and or HVAC equipment to view,extract,or otherwise collect and retain data from the BAS,HVAC equipment,or other building systems,and to diagnose and remotely make repairs at Customer's request. 9. Completion. Notwithstanding any other term or condition herein,when Company informs Customer that the Work has been completed,Customer shall inspect the Work in the presence of Company's representative,and Customer shall either(a)accept the Work in its entirety in writing,or(b)accept the Work in part and specifically identify,in writing,any exception items. Customer agrees to re-inspect any and all excepted items as soon as Company informs Customer that all such excepted items have been completed. The initial acceptance inspection shall take place within ten(10)days from the date when Company informs Customer that the Work has been completed. Any subsequent re-inspection of excepted items shall take place within five (5) days from the date when Company informs Customer that the excepted items have been completed. Customer's failure to cooperate and complete any of said inspections within the required time limits shall constitute complete acceptance of the Work as of ten (10)days from date when Company informs Customer that the Work,or the excepted items,if applicable,has/have been completed. 10. Permits and Governmental Fees. Company shall secure (with Customer's assistance)and pay for building and other permits and governmental fees, licenses,and inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received, negotiations thereon concluded, or the effective date of a relevant Change Order,whichever is later. Customer is responsible for necessary approvals,easements,assessments and charges for construction,use or occupancy of permanent structures or for permanent changes to existing facilities. If the cost of such permits,fees,licenses and inspections are not included in the Proposal,Company will invoice Customer for such costs. 11. Utilities During Construction. Customer shall provide without charge to Company all water,heat,and utilities required for performance of the Work. 12. Concealed or Unknown Conditions. In the performance of the Work, if Company encounters conditions at the Work site that are (i) subsurface or otherwise concealed physical conditions that differ materially from those indicated on drawings expressly incorporated herein or(ii)unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work,Company shall notify Customer of such conditions promptly,prior to significantly disturbing same. If such conditions differ materially and cause an increase in Company's cost of,or time required for, performance of any part of the Work, Company shall be entitled to, and Customer shall consent by Change Order to,an equitable adjustment in the Contract Price,contract time,or both. @2021 Trane All rights reserved Page 5 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 1 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services 13. Pre-Existing Conditions. Company is not liable for any claims,damages,losses,or expenses,arising from or related to conditions that existed in,on,or upon the Work site before the Commencement Date of this Agreement("Pre-Existing Conditions"),including,without limitation,damages, losses,or expenses involving Pre-Existing Conditions of building envelope issues,mechanical issues,plumbing issues,and/or indoor air quality issues involving mold/mould and/or fungi. Company also 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. 14. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos, polychlorinated biphenyl ("PCB'), or other hazardous materials (hereinafter,collectively, "Hazardous Materials"). Customer warrants and represents that, except as set forth in a writing signed by Company,there are no Hazardous Materials on the Work site that will in any way affect Company's Work and Customer has disclosed to Company the existence and location of any Hazardous Materials in all areas within which Company will be performing the Work. 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 exclusively 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 and,to the fullest extent permitted by law, shall indemnify and hold harmless Company(including its employees,agents and subcontractors)from and against any loss,claim, liability,fees, penalties, injury (including death)or liability of any nature,and the payment thereof arising out of or relating to any Hazardous Materials on or about the Work site,not brought onto the Work site by Company.Company shall be required to resume performance of the Work in the affected area only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company be obligated to transport or handle Hazardous Materials,provide any notices to any governmental agency,or examine the Work site for the presence of Hazardous Materials. 15. 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(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;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. 16. Customer's 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)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 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 Company for all Work furnished to date and all damages sustained by Company(including lost profit and overhead). 17. 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 tangible 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. 18. 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 BUSINESS INTERRUPTION,LOST DATA,LOST REVENUE,LOST PROFITS,LOST DOLLAR SAVINGS,OR LOST ENERGY USE SAVINGS,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. 19. COVID-19 LIMITATION ON LIABILITY The transmission of COVID-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through the air in closed environments. IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM,WHETHER BASED ON WARRANTY,CONTRACT,TORT OR OTHERWISE,FOR ANY BODILY INJURY(INCLUDING DEATH)OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY, "COVID-19 LIABILITIES")AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID-19 LIABILITIES. 20. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims,damages,judgments and loss arising from infringement or alleged infringement of any United States patent by any of the goods manufactured by Company and delivered hereunder,provided that in the event of suit or threat of suit for patent infringement,Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against infringement by reason of Customer's design of the articles or the use thereof in combination with other materials or in the operation of any process. In the event of litigation,Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section,all parties concerned shall be entitled to be represented by counsel at their own expense. 21. Limited Warranty. Company warrants for a period of 12 months from the date of substantial completion ("Warranty Period") commercial equipment manufactured and installed by Company against failure due to defects in material and manufacture and that the labor/labour furnished is warranted to have been properly performed(the"Limited Warranty"). Trane equipment sold on an uninstalled basis is warranted in accordance with Company's standard warranty for supplied equipment. Product manufactured by Company that includes required startup and is sold in North America will not be warranted by Company unless Company performs the product start-up.Substantial completion shall be the earlier of the date that the Work is sufficiently complete so that the Work can be utilized for its intended use or the date that Customer receives beneficial use of the Work. If such defect is discovered within the Warranty Period,Company will correct the defect or furnish replacement equipment(or,at its option,parts therefor)and,if said equipment was installed pursuant hereto, labor/labour associated with the replacement of parts or equipment not conforming to this Limited Warranty. Defects must be reported to Company within the Warranty Period. Exclusions from this Limited Warranty include damage or failure arising from:wear and tear; corrosion, erosion, deterioration; Customer's failure to follow the Company-provided maintenance plan; 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. Notwithstanding the foregoing,all warranties provided herein terminate upon termination or cancellation of this Agreement.No warranty liability whatsoever shall attach to Company until the Work has been paid for in full and then said liability shall be limited to the lesser of Company's cost to correct the defective Work and/or the purchase price of the equipment shown to be defective. 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 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 @2021 Trane All rights reserved Page 6 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Trane Proposal Number: 2288774 1 OMNIA/USC Quote#: 35-700896-21-001 TRANE' Building Services MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA,VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT,ANY COMPONENT THEREOF,SERVICES OR OTHERWISE.IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. 22. Insurance. Company agrees to maintain the following insurance while the Work is being performed with limits not less than shown below and will,upon request from Customer,provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2,000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Company's insurance policy,Company will do so but only subject to Company's manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive its right of subrogation. 23. Commencement of Statutory Limitation Period. Except as to warranty claims, as may be applicable, any applicable statutes of limitation for acts or failures to act shall commence to run,and any alleged cause of action stemming therefrom shall be deemed to have accrued,in any and all events not later than the last date that Company or its subcontractors physically performed work on the project site. 24. 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 Work is performed,without regard to choice of law principles which might otherwise call for the application of a 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 court of competent jurisdiction located in the state or province in which the Work is 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 Work site is 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. 25. 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. 26. U.S.Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation(FAR).In particular,Company agrees to be bound only by those Federal contracting clauses that apply to"commercial"suppliers and that are contained in FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-9 in its service and installation contracting business. The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor,Company accepts only the following mandatory flow down provisions in effect as of the date of this subcontract: 52.203-19;52.204-21; 52.204-23;52.219-8; 52.222-21; 52.222-26; 52.222-35;52.222-36;52.222-50;52.225-26;52.247-64. If the Work 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. 27. 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. 1-26.251-10(0720) Supersedes 1-26.251-10(0620) @2021 Trane All rights reserved Page 7 of 7 Confidential and Proprietary Information of Trane U.S. Inc. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 Appendix Safety DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 MME' Building Services Safety Trane's Safety Standard Trane is committed to providing a safe work environment for all employees and to preventing accidents in its business operations. To accomplish our objectives Trane has instituted safety programs, procedures and training that incorporate a progressive approach to injury prevention. Proven Safety Success Trane's safety culture in North America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. Trane Injury Rates v. Industry Competitors Since 2003, the US Bureau of Labor Statistics records reflect Trane's Total Recordable Rate (TRIR) and Days away from work (DAFW) rate have been significantly lower than HVAC repair and maintenance contractors and Specialty Trade contractors (construction).Trane's safety culture in America is unparalleled in the building services industry and has demonstrated proven results via continuous reduction of injury rates. Trane's incident (OSHA) rates are consistently 50-70% below the industry average. This outstanding safety achievement is the end result of the rigorous team oriented approach to our safety program that creates accountability and empowerment in all employees and management and fuels our institutional safety culture. This is the key to our continual improvement. Safety Tools, Training & LApertise Trane's service and contracting technicians are not only among the most skilled in the industry they are also extensively trained in safe work procedures. Our technicians receive safety training, equipment, tools, procedures, and management support to identify jobsite hazards and take appropriate measures to prevent personal injuries. The resources available to Trane technicians include: • Safety Training—20 hrs. per year, including classroom and web-based platforms. • Topics include, but are not limited to, Lockout/Tagout, Confined Space Entry, Hazard Communication, Respiratory Protection, Hearing Conservation, Excavations, Scaffolding, Rigging, Powered Industrial Truck operation, Ladders, Vehicle Safety, Fire Protection, PPE, Emergency Response, First Aid /CPR. • Electrical Safety—NFPA 70E compliant—electrical PPE; flame-resistant clothing; training. • Fall Protection—Trane provides full complement of fall arrest and fall restraint equipment for each technician. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 TRAHE' Building Services Safety Tools, Training & Expertise (continued) • Ergonomics—Custom-designed for HVAC field technicians, includes training, material handling equipment and procedures. • Smith System Safe Driving Program—Trane's safety Managers are certified instructors; safety Managers train technicians; 1-800 "How's My Driving?" stickers are located on the back of service vehicles. • USDOT compliance—technicians scheduled within Material of Trade and Hours of Service limits and are fully qualified under Department of Transportation rules for driving commercial motor vehicles with GVWR >10,000 and 26,000 lbs. • Refrigerant Management— Service technicians are trained to manage refrigerant in accordance with U.S. Environmental Protection Agency (EPA) rules using a sophisticated electronic tracking system developed by Trane. • Empowerment-Technicians are empowered with full management support to address safety hazards as they see fit. If ever in doubt about how to do a job or task safely, the technician is required to ask a qualified person for assistance before proceeding with work. Management Leaaersnip ana t U1111n11111U111 Accident prevention is a primary responsibility of management at Trane. Trane's safety culture is based on the following management principles: • Leadership at the local level manages the local organization's safety performance. • Management is financially accountable for safety performance. • Local management is actively engaged in risk reduction activities and training and manages safety performance outcomes. • Management clearly communicates to all Trane employees their safety expectations and strongly enforces compliance with those expectations. • Employees are held accountable when they fail to meet safety expectations. Local management and supervisory personnel at the local level are responsible for implementation of the following safety program elements: • The Safety Management System developed by Trane—developed in accordance with OHSAS 18001. • Audits and Inspections—Supervisors, Middle and Upper Managers must conduct field inspections. Corporate Safety conducts detailed compliance and management systems audits. • Company safety compliance programs— Ensure that they are fully implemented. • Safety and environmental performance—Tracked using a Balanced Scorecard with leading and lagging indicators and metrics. • Subcontractor Qualification— Implement this process to promote safety and safety plan compliance on multi-employer job sites. • Six Sigma and Lean — Use these productivity tools to enhance safety on job sites. • Drug and Alcohol Policy—Mandatory DOT required for-cause and post-accident testing after recordable injuries and property damage. • Motor Vehicle Records Search —Annual checking driving records of employees who drive company vehicles. Jobsite Safety Equals Customer Value At Trane safety is part of our culture for every employee. What this means to our customers is fewer job site accidents and the delays and liability concerns that come along with them. What this means to our staff is greater confidence in the practices and procedures they use on the job and the pride that comes from working for one of the premier service organizations in the world. Tighter safety standards and fewer accidents can also lead to better on-time project completion and higher quality results. When you use Trane Building Services to install, maintain or upgrade your building systems you will take full advantage of our superior safety program, low incident rates and subcontractor safety management procedures. DocuSign Envelope ID: 1329BDA6-63C6-4222-8A36-123CE92404B2 These help you manage project risk more effectively than you could using multiple contractors or even a single prime contractor with a less impressive safety record.