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Building Services
<br /> TRANE SELECT SERVICE AGREEMENT
<br /> ierrns ana conditions
<br /> The following"Terms and Conditions"are attached to and made a part of 4. Payment and Taxes. Payment is due upon receipt of Trane's invoice.
<br /> the Service Agreement ("Agreement") between the named Customer and Except as may otherwise be provided in the"Service Fee"section,annual
<br /> Trane. Service Fee amounts shall be paid in advance of performance of the
<br /> Services. Trane reserves the right to add to any account outstanding for
<br /> For Services performed in the United States,"Trane"shall mean Trane U.S. more than 30 days a service charge equal to the lesser of the maximum
<br /> Inc. For Services performed in Canada,"Trane"shall mean Trane Canada allowable legal interest rate or 1.5%of the principal amount due at the end
<br /> Co.,except where the context provides otherwise. of each month. Without liability to Customer, Trane may discontinue
<br /> services whenever payment is overdue. In addition to the stated Service
<br /> Trane's Services are furnished pursuant to and subject to the following Fee, Customer shall pay all taxes not legally required to be paid by Trane
<br /> terms and conditions,except for any Services that are the subject of a pre- or, alternatively, shall provide Trane with acceptable tax exemption
<br /> existing valid written agreement currently in effect between Trane and certificates. Customer shall pay all costs (including attorneys' fees)
<br /> Customer,in which case such written agreement shall apply. incurred by Trane in attempting to collect amounts due.
<br /> 1. Acceptance. A Proposal or Agreement made upon these terms is 5.Termination. This Agreement may be terminated by either party upon a
<br /> subject to Customer acceptance in writing delivered to Trane within thirty material breach by the other party of its obligations hereunder upon
<br /> (30)days from the date hereof. If your order is an acceptance of a written fourteen(14)calendar days prior written notice to the breaching party and
<br /> Proposal on a form provided by Trane, without the addition of any other the failure of the breaching party to cure the breach within such fourteen
<br /> terms and conditions of sale or any other modification,this document shall (14) day period. Notwithstanding any termination, Customer shall remain
<br /> be treated solely as an acknowledgment of such order, subject to credit liable to Trane for any amounts for services provided by Trane and not then
<br /> approval. If your order is not such an acceptance, then this document is paid.
<br /> Trane's offer, subject to credit approval, to provide the services solely in
<br /> accordance with the following terms and conditions of sale. If we do not 6. Performance. Trane shall perform the services described in this
<br /> hear from you within two weeks from the date hereof,Trane shall rely upon Agreement with respect to the listed Equipment with reasonable
<br /> your silence as an acceptance of these terms and conditions and any promptness in a workmanlike manner in accordance with industry
<br /> performance will be pursuant hereto. Customer's acceptance of services standards generally applicable in the area. Except as otherwise provided
<br /> by Trane will in any event constitute an acceptance by Customer of these in writing in"Scope of Services,"Services will be performed during Trane's
<br /> terms and conditions. normal business hours and any after-hours services shall be billed
<br /> separately according to then prevailing overtime or emergency labor/labour
<br /> 2.Term, Renewal, and Cancellation. The Initial Term of this Agreement rates. Trane's duty to perform under this Agreement and the Service Fee
<br /> shall be as stated in the"Pricing&Acceptance"section hereof. Thereafter, are subject to the approval of Trane's credit department, are subject to
<br /> unless earlier terminated, this Agreement shall be automatically renewed Events of Force Majeure, and contingent upon the ability to procure
<br /> for succeeding 12 month terms (each a "Renewal Term"), subject to the materials from the usual sources of supply. Upon disapproval of the credit
<br /> -Renewal Pricing Adjustment, upon Trane's delivery to Customer of a department or upon the occurrence of any such event as aforesaid,Trane
<br /> serves "renewal letter at least forty-five (45) days in advance of the may delay or suspend performance or, at its option, renegotiate Service
<br /> scheduled expiration date and Customer's failure to notify Trane in writing Fees, and/or terms and conditions with the Customer. If Trane and
<br /> no later than thirty(30)days prior to the scheduled expiration date that the Customer are unable to agree on such revisions, this Agreement shall be
<br /> Agreement shall not be renewed. This Agreement may be cancelled upon cancelled without any liability, other than Customer's obligation to pay for
<br /> the written notice of either party to the other(for any reason or no reason) services rendered by Trane to the date of cancellation. This Agreement
<br /> no later than thirty (30) days prior to the scheduled expiration date; presupposes that all major pieces of equipment are in proper operating
<br /> provided, however, that, in the event of a cancellation by Customer, condition as of the date hereof. Services furnished are premised on the
<br /> Customer shall pay to Trane the balance of the Service Fee applicable to Equipment being in a maintainable condition. In no event shall Trane have
<br /> the then current 12 month period of the Term. The Service Fee is based on any obligation to replace Equipment that is no longer maintainable. During
<br /> performance during regular business hours. the first 30 days of this Agreement, and/or upon seasonal start-up (if
<br /> included in the Services), an inspection by a Trane technician of Covered
<br /> 3. Renewal Pricing Adjustment. The Service Fee for an impending Equipment indicates repairs or replacement is required,Trane will provide a
<br /> Renewal Term shall be the Current Service Fee (defined as the Service written quotation for such repairs or replacement. If Customer does not
<br /> Fee for the Initial or Renewal Term immediately preceding the impending authorize such repairs or replacement, Trane may remove the
<br /> Renewal Term)adjusted by the following: (a)increase and/or decrease for unacceptable Equipment from the "Equipment Coverage" or "Scope of
<br /> additions and/or deletions to Scope of Services; (b) 25% of the Current Services" sections of this Agreement and adjust the Service Fee
<br /> Service Fee shall be adjusted based upon the calendar year change in the accordingly. During the Term,Trane may elect to install/attach to Customer
<br /> (i) U.S. Bureau of Labor Statistics Producer Price Index for selected equipment or provide portable devices (hardware and/or software) for
<br /> commodity groupings (Metals and Metal Products)for Services performed execution of control or diagnostic procedures. Such devices shall remain
<br /> in the United States or (ii) Statistics Canada Industrial Producer Price the personal proprietary property of Trane and in no event shall become a
<br /> Index, Goods (Raw Material Price Indexes) for Services performed in fixture of customer locations. Customer shall not acquire any interest,title
<br /> Canada; (c)65%of the Current Service Fee shall be adjusted based upon or equity in any hardware, software, processes, and other intellectual or
<br /> the change to cost of labor; and (d) 10% of the Service Fee shall be proprietary rights to devices used in connection with providing service on
<br /> adjusted based upon changes to Trane services overhead costs, which Customer equipment. Trane reserves the right to remove such items at its
<br /> include but are not limited to the cost of fuel, truck leasing, and office- discretion. Trane may refuse to perform any services or work where
<br /> related overhead factors. The Service Fee for an impending Renewal Term working conditions could endanger or put at risk the safety of Trane
<br /> shall be set forth in the service renewal letter furnished to Customer. employees or subcontractors.
<br /> ©2009 Trane All rights reserved Page 9 of 11 Select Service Agreement
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