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TRAl1/E-
<br /> .9uilding Services
<br /> 12. Asbestos and Hazardous Materials. Trane's services expressly remove the invalidity or unenforceability. Customer may not assign,
<br /> exclude any identification, abatement, cleanup, control, disposal, removal transfer, or convey this Agreement, or any part hereof, without the written
<br /> or other work connected with asbestos or other hazardous materials consent of Trane. Subject to the foregoing, this Agreement shall bind and
<br /> (collectively, "Hazardous Materials"). Should Trane become aware of or inure to the benefit of the parties hereto and their permitted successors and
<br /> suspect the presence of Hazardous Materials,Trane may immediately stop assigns. Except as provided for Service Fee adjustments, no
<br /> work in the affected area and shall notify Customer. Customer will be modifications,additions or changes may be made to this Agreement except
<br /> responsible for taking any and all action necessary to correct the condition in a writing signed by both parties. This Agreement may be executed in
<br /> in accordance with all applicable laws and regulations. Customer shall be several counterparts, each of which when executed shall be deemed to be
<br /> exclusively responsible for and shall indemnify and hold harmless Trane an original, but all together shall constitute but one and the same
<br /> (including its employees, agents and subcontractors)from and against any Agreement. A fully executed facsimile copy hereof or the several
<br /> loss,claim,liability,fees,penalties,injury(including death)or liability of any counterparts shall suffice as an original.Trane reserves the right to change
<br /> nature,and the payment thereof,arising out of or relating to any Hazardous the terms and conditions herein at any time upon written notice to
<br /> Materials on or about the premises, not brought onto the premises by Customer provided at least thirty days prior to the effective date of such
<br /> Trane. Trane shall be required to resume performance of the services only changes.
<br /> when the affected area has been rendered harmless.
<br /> 17. Equal Employment Opportunity/Affirmative Action Clause. Trane
<br /> 13. Insurance. Trane agrees to maintain insurance in the following is a federal contractor which complies fully with Executive Order 11246,as
<br /> minimum amounts during the Term: Commercial General Liability -- amended,and the applicable regulations contained in 41 C.F.R. Parts 60-1
<br /> $1,000,000 per occurrence; Automobile Liability -- $1,000,000 CSL; through 60-60, 29 U.S.C. Section 793 and the applicable regulations
<br /> Workers Compensation -- Statutory Limits. If Customer has requested to contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the
<br /> be named as an additional insured under Trane's insurance policy, Trane applicable regulations contained in 41 C.F.R. Part 60-250 in the United
<br /> will do so but only to the extent of Trane's indemnity assumed under the States and with Canadian Charter of Rights and Freedoms Schedule B to
<br /> indemnity provision contained herein. Trane does not waive any rights of the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human
<br /> subrogation. Rights Codes and employment law in Canada.
<br /> 14. Force Majeure. If Trane shall be unable to carry out any material 18.U.S.Government Work. The following provision applies only to direct
<br /> obligation under this Agreement due to an Event of Force Majeure, this sales by Trane to the US Government. The Parties acknowledge that all
<br /> Agreement shall at Trane's election (i) remain in effect but Trane's items or services ordered and delivered under this Agreement/Purchase
<br /> obligations shall be suspended until the uncontrollable event terminates or Order are Commercial Items as defined under Part 12 of the Federal
<br /> (ii) be terminated upon ten (10) days notice to Customer, in which event Acquisition Regulation (FAR). In particular,Trane agrees to be bound only
<br /> Customer shall pay Trane for all parts of the Work furnished to the date of by those Federal contracting clauses that apply to "commercial"suppliers
<br /> termination. An"Event of Force Majeure"shall mean any cause or event and that are contained in FAR 52.212-5(e)(1). Trane complies with 52.219-
<br /> beyond the control of Trane. Without limiting the foregoing,"Event of Force 8 or 52.219-9 in its service and installation contracting business. The
<br /> Majeure"includes:acts of God;acts of terrorism, war or the public enemy; following provision applies only to indirect sales by Trane to the US
<br /> flood; earthquake; tornado; storm; fire; civil disobedience; pandemic; Government. As a Commercial Item Subcontractor,Trane accepts only the
<br /> insurrections; riots; labor disputes; labor or material shortages; sabotage; following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-
<br /> restraint by court order or public authority (whether valid or invalid), and 35; 52.222-36; 52.222-39; 52.247-64. If the Work is in connection with a
<br /> action or non-action by or inability to obtain or keep in force the necessary U.S. Government contract, Customer certifies that it has provided and will
<br /> governmental authorizations, permits, licenses, certificates or approvals if provide current, accurate, and complete information, representations and
<br /> not caused by Trane. certifications to all government officials, including but not limited to the
<br /> contracting officer and officials of the Small Business Administration, on all
<br /> 15.Services Other Than Solely Scheduled Service. If Trane's services matters related to the prime contract,including but not limited to all aspects
<br /> hereunder are not limited solely to Scheduled Service, the following of its ownership, eligibility,and performance. Anything herein
<br /> provisions shall also apply: (a) Required restoration shall be performed by notwithstanding, Trane will have no obligations to Customer unless and
<br /> Customer at its cost prior to Trane being obligated to perform hereunder; until Customer provides Trane with a true, correct and complete executed
<br /> (b)any changes,adjustments,service or repairs made to the Equipment by copy of the prime contract. Upon request,Customer will provide copies to
<br /> any party other than Trane, unless approved by Trane in writing, may, at Trane of all requested written communications with any government official
<br /> Trane's option, terminate Trane's obligation to render further service to the related to the prime contract prior to or concurrent with the execution
<br /> Equipment so affected;in such case no refund of any portion of the Service thereof, including but not limited to any communications related to
<br /> Fee shall be made;and(c)Customer shall(i)promptly notify Trane of any Customer's ownership, eligibility or performance of the prime contract.
<br /> unusual performance of Equipment; (ii) permit only Trane personnel to Customer will obtain written authorization and approval from Trane prior to
<br /> repair or adjust Equipment and/or controls during the Term; and (iii) utilize providing any government official any information about Trane's
<br /> qualified personnel to properly operate the Equipment in accordance with performance of the work that is the subject of this offer or agreement,other
<br /> the applicable operating manuals and recommended procedures. than this written offer or agreement.
<br /> 16. General. To the maximum extent provided by law, this Agreement is
<br /> made and shall be interpreted and enforced in accordance with the laws of 1-26.130-7(0208)
<br /> the state or province in which work is performed. This Agreement contains Supersedes 1-26.130-7(0108)
<br /> all of the agreements, representations and understandings of the parties
<br /> and supersedes all previous understandings,commitments or agreements,
<br /> oral or written, related to the subject matter hereof. If any part of this End of the Agreement
<br /> Agreement is deemed to be unlawful, invalid, void or otherwise
<br /> unenforceable, the rights and obligations of the parties shall be reduced
<br /> only to the extent required to
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