R26-102 RESOLUTION NO. R26-102
1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING AMENDMENT NO. 1 TO AGREEMENT
3 BETWEEN THE CITY OF BOYNTON BEACH AND TRANE U.S. INC. FOR
4 HVAC PRODUCTS, INSTALLATION, LABOR-BASED SOLUTIONS, AND
5 RELATED PRODUCT AND SERVICES; PROVIDING AN EFFECTIVE DATE;
6 AND FOR ALL OTHER PURPOSES.
7
8 WHEREAS, on August 19, 2025, the City entered into Piggyback Contract No. 25-073PB
9 (the "Agreement")with Trane U.S.Inc. (the"Vendor")for HVAC Products, Installation, Labor-Based
10 Solutions, and Related Products and Services, approved by Resolution R25-222; and
11 WHEREAS, the City and Vendor desire to amend the Agreement to revise the scope of
12 services under the Agreement to include the procurement and installation of a redundant chiller
13 at the District Energy System Plant and to establish substantial completion and final completion
14 for the project scope, including the expanded scope; and
15 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
16 best interests of the City's citizens and residents to approve Amendment No. 1 to the Agreement
17 between the City of Boynton Beach and Trane U.S. Inc. for HVAC Products, Installation, Labor-
18 Based Solutions, and Related Product and Services.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
20 BEACH, FLORIDA, THAT:
21 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
22 being true and correct and are hereby made a specific part of this Resolution upon adoption.
23 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
24 approve Amendment No. 1 to the Agreement between the City of Boynton Beach and Trane U.S.
25 Inc. for HVAC Products, Installation, Labor-Based Solutions, and Related Product and Services, in
26 form and substance similar to that attached as Exhibit A.
27 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
28 authorizes the Mayor to execute the Amendment and any ancillary documents as may be
29 necessary to accomplish the purpose of this Resolution. The Mayor is further authorized to
30 execute any future renewal amendments and term extensions provided such documents do not
31 increase the total expenditure or material terms of the Agreement.
RESOLUTION NO. R26-102
32 SECTION 4. The fully executed Amendment shall be retained by the City Clerk as a
33 public record of the City, and a copy shall be provided to Theresa Gonzalez to forward to the
34 Vendor.
35 SECTION 5. This Resolution shall take effect in accordance with the law.
36 [SIGNATURES ON THE FOLLOWING PAGE]
37
38
RESOLUTION NO. R26-102
39 PASSED AND ADOPTED this 1 day ofS:t rN P, 2026.
40 CITY OF BOYNTON BEACH, FLORIDA
41 YES NO
42 Mayor- Rebecca Shelton ✓
43
44 Vice Mayor-Thomas Thurkin ✓
45
46 Commissioner-Angela Cruz
47
48 Commissioner- Mack McCray
49
50 Commissioner-Aimee Kelley
51
52 VOTE rte'
53 ATTEST:
54
55 //(-
56 Tammy Stanz' ne v Rebecca Shelton
57 Interim City Clerk ,,.�� Mayor
58 �D�WOry ,\N‘
59 0 (*() ATF'••�q��I APPROVED AS TO FORM:
60 (Corporate Seal) ;1.-: SEAL •? �r
i
61 $ U 0RPIE°1 $
•.1r�c 192° :• ar l/ ' A.41.01/46
62 �
63 It ••% ••••••' P ; Shawna G. Lamb
` � FLOR�� -
64 `........ City Attorney
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G'1Y o,e
AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF BOYNTON
o, N4. I BEACH AND TRANE U.S. INC. FOR HVAC PRODUCTS, INSTALLATION, LABOR-
AroN e�P BASED SOLUTIONS, AND RELATED PRODUCT AND SERVICES
This First Amendment("Amendment") is entered into by and between the City of Boynton
Beach, a Florida municipal corporation ("City"), and Trane U.S. Inc., a North Carolina corporation
registered to transact business in the State of Florida ("Vendor") (collectively referred to as the
"Parties").
RECITALS
A. On August 19, 2025, the Parties entered into Piggyback Contract No. 25-073PB
(the "Agreement") approved by Resolution No. R25-222, issued pursuant to the Master
Agreement established under the Invitation for Bid (IFB) issued on June 15, 2022, by Racine
County, Wisconsin (Lead State), acting by and through OMNIA Partners, for HVAC Products,
Installation, Labor Based Solutions, and Related Products and Services.
B. The Parties desire to amend the Agreement to revise the scope of services under
the Agreement to include the procurement and installation of a redundant chiller at the District
Energy System (DES) Plant, including all labor, materials, equipment,testing, commissioning, and
related services necessary to complete implementation and to establish substantial completion
and final completion for the project scope, including expanded scope. Accordingly, the
Agreement compensation shall be increased to reflect the additional project costs associated
with the expanded scope.
Now, therefore, in consideration of the mutual terms and conditions, promises,
covenants, and payments hereinafter set forth, City and Vendor agree as follows:
1. The above Recitals are true and correct and are incorporated herein by reference. All
capitalized terms not expressly defined within this Amendment shall retain the meaning ascribed
to such terms in the Agreement.
2. Except as modified herein, all remaining terms and conditions of the Agreement shall
remain in full force and effect.
3. The Agreement is hereby amended as follows:
Amendment to Section 3 CONTRACT TERMS: The maximum amount to be paid by City
pursuant to this Agreement is hereby increased from Four Hundred Thirty Thousand Two
Hundred Thirty-Nine Dollars and Thirty-Nine Cents ($430,239.39) to One Million One
Hundred Thirty-Four Thousand Two Hundred Thirty-Eight Dollars and Twenty-Nine Cents
1st Amendment to Contract No. 25-073PB Page 1 of 21
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($1,134,238.29),which consists of the additional project amount of$639,999.00 and ten
percent (10%) contingency in the amount of$63,999.90.
Additional Services / Unit Pricing. Additional services related to the procurement,
delivery, installation, integration, testing, commissioning, and associated work for a
redundant chiller system at the DES Plant are hereby incorporated into and made a part
of the Agreement, as more fully described in Exhibit A, which is attached hereto and
incorporated herein by reference.
Substantial Completion. "Substantial Completion" means the stage of completion at
which the HVAC systems installed at both the Utilities Administrative Building and the
West Water Treatment Plant and the Redundant Chiller installed at the DES Plant (the
"Projects") are sufficiently complete in accordance with the contract documents so that
the City can utilize the systems for their intended purpose, with only minor items
remaining to be completed or corrected. The Substantial Completion date for each
Project shall be ninety(90) calendar days from the issuance of the Notice to Proceed for
that specific Project. Each Notice to Proceed shall independently govern the Substantial
Completion deadline applicable to the Scope of Work it initiates. For each respective
Project, Vendor shall notify City when Vendor considers that Project to be substantially
complete and request an inspection. Vendor will submit to the City the following items
which shall be completed as a condition precedent to Substantial Completion and prior
to notice by Vendor of Substantial Completion:
A. All general construction completed and the project components shall be
clean and all systems fully functional.
B. All mechanical and electrical work substantially complete,fixtures in place,
connected, cleaned, fully functional and ready for use.
C. All electrical circuits shall be scheduled in panels and all panels and
disconnect switches properly labeled.
D. Work site shall be cleared of Vendor's excess equipment and/or supplies
and material.
Inspection and Punch List. Within three (3) calendar days of Substantial Completion as
determined by City, an inspection with Vendor shall be scheduled to develop a joint final
punch list of items necessary to complete the work. Said punch list shall be prepared,
signed by City and delivered to Vendor not later than three (3) calendar days after the
walkthrough. Any dispute over punch list items shall be mediated between City and
Vendor to develop an agreed punch list signed by City and Vendor no later than nine (9)
days from the date of the inspection.
A. Agreed punch list items shall be corrected and a final inspection requested
by Vendor within thirty (30) days of delivery of the agreed punch list. All agreed
1st Amendment to Contract No. 25-073PB Page 2 of 21
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punch list items shall be corrected by Vendor prior to any request for final
inspection and acceptance.
B. In no event may the Vendor request payment of final retainage under
Florida Statutes §218.735(7)(e) until the Vendor considers the punch list to be
100% complete.
C. Vendor acknowledges and agrees that no item contained on the punch list
shall be considered a warranty item until such time as (a) the punch list is 100%
complete, and (b) City has been able to operate or utilize the affected punch list
item for an additional period of fifteen (15) calendar days.
D. The failure to include any Work or pending items not yet completed on the
punch list does not alter the responsibility of the Vendor to complete all the
construction services and Work purchased under the Contract.
Punch List Retainage. Following delivery of the punch list,Vendor shall list the estimated
cost of completing each item each item of the punch list required for final completion,
and submit the list of estimated costs to City for City's review and determination. City
may retain a sum equal to 150% of the estimated cost of correcting and completing the
unfinished punch list items, as determined by the City. Upon completion of all items on
the punch list, Vendor may submit a payment request for all remaining retainage. If a
good faith dispute, as determined by City, exists as to whether one or more items
identified on the punch list have been completed pursuant to the Agreement, City may
continue to withhold up to 150% of the total costs to complete such items(s), as
determined by City.
Requirements Prior to Final Inspection. The following items, as applicable, shall be
completed as a condition precedent to a request by Vendor for final inspection:
1. Completion of all punch list items recorded from the Substantial
Completion inspection.
2. Submittal of any items condition precedent to Substantial Completion that
had not previously been submitted.
3. Issuance of all permits and certificates, test certificates, inspections,
certificates of occupancy and other approvals and releases by governing
authorities required for City's occupancy and use of the Work, as applicable.
4. All sets of operation and maintenance manuals and service agreements for
all equipment shall have been submitted to City, as referenced in the technical
specifications, as applicable.
5. Manufacturers' certifications and warranties and any special guarantees
or maintenance agreements shall be delivered to City, as applicable.
6. A signed and notarized affidavit indicating that no asbestos containing
materials were used or installed during the course of the Work.
7. A list of each piece of equipment incorporated into the Work having an
individual value of $500 or greater. The list shall include, at a minimum,
manufacturer, make and model number, catalog number, supplier, quantity
1st Amendment to Contract No. 25-073PB Page 3 of 21
Sensitivity:Confidential
installed, and value of equipment, as applicable.
8. All required spare parts, as well as any special devices and tools and extra
stock of materials shall be delivered to City.
9. Extra stock of materials or other items paid for by City.
10. A deductive change order for any uncommitted contingency or allowance
funds, if applicable.
11. All keys and blanks shall have been provided to City, as applicable.
Final Inspection. Upon completion of all punch list items and completion of all
requirements for Substantial and Final Completion, the Vendor will schedule final
inspection with the City. Should the City consider that the work is incomplete or
defective, the City will promptly notify the Vendor in writing, listing the incomplete or
defective work. The Vendor will take immediate steps to remedy the stated deficiencies
and send a second written certification to the City when the work is complete. Upon
correction of the work, another inspection will be made which shall constitute the final
inspection provided the work has been satisfactorily completed.
Final Completion. Final Completion shall be determined on a project-by-project basis.
"Final Completion" means the stage at which all work for the applicable Project is fully
completed in accordance with the contract documents, all punch list items have been
resolved to the City's reasonable satisfaction,all required inspections and approvals have
been obtained, and all closeout documentation has been delivered to the City. The Final
Completion date for each Project shall be thirty (30) calendar days following Substantial
Completion of that respective Project.
4. In the event of any conflict or ambiguity between this Amendment and the Agreement,
the Parties agree that this Amendment shall control. The Agreement, as amended herein by this
Amendment, incorporates and includes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein, and the Parties
agree that there are no commitments, agreements, or understandings concerning the subject
matter hereof that are not included in the Agreement as amended in this
Amendment. Accordingly, the Parties agree that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
5. Vendor acknowledges that through the date this Amendment is executed by Vendor,
Vendor has no claims or disputes against City concerning any of the matters covered by the
Agreement.
6. The following new sections are added to the Agreement as follows:
(a) Public Entity Crime Act. Vendor represents that it is familiar with the requirements
and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
1St Amendment to Contract No. 25-073PB Page 4 of 21
Sensitivity:Confidential
as defined by Section 287.133, Florida Statutes, and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
(b) Prohibited Telecommunications Equipment. Vendor represents and certifies that
Vendor and all subcontractors do not use any equipment, system, or service that uses
covered telecommunications equipment or services as a substantial or essential
component of any system, or as critical technology as part of any system, as such terms
are used in 48 CFR §§ 52.204-24 through 52.204-26. Vendor represents and certifies that
Vendor and all subcontractors shall not provide or use such covered telecommunications
equipment, system, or services during the duration of the term of the Agreement.
(c) Entities of Foreign Concern. The provisions of this section apply only if Vendor or
any subcontractors will have access to an individual's personal identifying information
under this Agreement. Vendor represents and certifies: (i) Vendor is not owned by the
government of a foreign country of concern; (ii) the government of a foreign country of
concern does not have a controlling interest in Vendor; and (iii) Vendor is not organized
under the laws of and does not have its principal place of business in, a foreign country
of concern. On or before the effective date of this Amendment, Vendor and any
subcontractor that will have access to personal identifying information shall submit to
City executed affidavit(s) under penalty of perjury, in a form approved by City attesting
that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.
Compliance with the requirements of this section is included in the requirements of a
proper invoice for payment purposes. Terms used in this section that are not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in Section
287.138, Florida Statutes.
7. The effective date of this Amendment shall be the date of complete execution by the
Parties.
8. This Amendment may be executed in multiple originals and may be executed in
counterparts, whether signed physically or electronically, each of which shall be deemed to be
an original, but all of which, taken together, shall constitute one and the same agreement.
(The remainder of this page is blank.)
1St Amendment to Contract No. 25-073PB Page 5 of 21
Sensitivity:Confidential
CITY OF BOYNTON BEACH, FLORIDA TRANE U.S. INC.
Rebecca Shelton, Mayor (Signature) Trane U.S. Inc.
Hunter Smith
Print Name of Authorized Official
Contract Manager
Title
Approved as to Form:
.1,4ac% a
Shawna G. Lamb, City Attorney (Corporate Seal)
Attest/Authenticated:
l ^7
Attested/Authenticated:
(Signature), Witness
Shayla Canton
,,..A./..IST e..
Tammy Stan one, Interi` • y Clerk Print Name
NToA
� Q�OF1PORgT• ��1
SEAL��Za
•`' �'t;
; INCORPORATED:
x.44 1920 . fir,
1St Amendment to Contract No. 25-073PB Page 6 of 21
Sensitivity:Confidential
EXHIBIT A
PROPOSAL
Proposal
TRANE
Proposal is valid for 15 days.
Customer must obtain credit approval and release order to production within 60 days of proposal date.
PROPRIETARY AND CONFIDENTIAL PROPERTY OF Trane U.S.Inc.
DISTRIBUTION TO OTHER THAN THE NAMED RECIPIENT IS PROHIBITED
Prepared For:All Bidders Date:May 1, 2026
Job Name: Proposal Number:H4-250640-42677-2
COBB Furnish/Install(1)New Agility Chiller OpportunityID:8324143
Delivery Terms: COOP Quote Number:H4-123128-25-004
Freight Allowed and Prepaid-F.O.B. Factory COOP or Federal Contract ID:OMNIA Racine#3341
Payment Terms:Net 30 Days
Trane U.S Inc is pleased to provide the following proposal for your review and approval.
Ta Data-Centrifugal Chiller Water-Cooled Agility(Qty:1)
Item I Tal:l(s) I Qty I Description I Model Number
I Al ICH-4 I 1 I Agility R-513A 250T I HDWA030
Product Data-Centrifugal Chiller Water-Cooled Agility
Item:Al Qty:1 Tag(s):CH-4
Centrifugal water cooled high speed direct drive
Standard cooling
Startup Included-Trane Service must start equipment for warranty to be honored
Incoming line voltage:460 volt
Evaporator water box construction:Standard
Evaporator water box passes:Two pass
Evaporator waterbox type:Non-marine
Evaporator fluid type Water
Condenser waterbox construction:Standard
Condenser water box passes.Two pass
Condenser water box type: non-marine
Condenser fluid type.Water
Thermal dispersion flow switch(IFM) -Field Installed(Field Installed)
Agency listing: U.L./CUL listed
BACnet
Trane Supplied Refrigerant-R513A Refrigerant
Spring loaded relief valve
Unit mounted adaptive frequency drive
With harmonic filter option
5 year parts, labor,&refrigerant warranty
NOT INCLUDED:Installation/rigging/supervision,warranty beyond Trane standard or as listed above,marine boxes,hinges,
power wiring,piping and piping specialties,control valves,end bell coating,external vibration isolation,factory performance testing,
provisions for disassembly,extra materials,any material or labor not specifically described in this proposal.
Total Net Price(excluding sales tax) $277,735
11 R n N_ Proposal-COBB Furnish Install New Agility Chiller
2025 Trane Techndogies All Rights Reserved.
Confidential and Proprietary Information of Trane U.S.Inc.
1st Amendment to Contract No. 25-073PB Page 7 of 21
Sensitivity:Confidential
COBB Furnish/Install(1)New Agility Chiller
Trane Factory Material
OMNIA
Product SELL
Code LIST OMNIA MULT. PRICE
HDWA T-747 $614,014 0.4316 $265,008
Startup&Warranty $24,299
Discount ($11,572)
ADD:
10 year Parts, labor&refrigerant warranty Net Price(excluding sales tax) $39,295
Trane shall have the right, at its discretion, to pass along any related increases should(1)its costs related to the
manufacture, supply,and shipping for any product or service materially increase. This includes, but is not limited to,
cost increases in raw materials, supplier components, labor, utilities, freight,logistics, wages and benefits, regulatory
compliance,or any other event beyond Company's control and/or(2)any tariffs, taxes, levies or fees affecting,placed
on or related to any product or service materially increases.
Sincerely.
Rafael Del Valle
Trane U.S.Inc.
2884 Corporate Way
Miramar,FL 33025
Office Phone: (954)499-6900
This proposal is subject to your acceptance of the attached Trane terms and conditions.
1.n N- Page 2 of 8 2025 Irene Techndogies All Rights Reserved.
Confidential and Proprietary Information of Trane U.S.Inc.
1St Amendment to Contract No. 25-073PB Page 8 of 21
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COBB Fur nishilnstall(1)New Agility Chiller
TERMS AND CONDITIONS-COMMERCIAL EQUIPMENT
"Company"shall mean Trane U.S.Inc.for sales In the United States and Irene Canada ULC for sales In Canada.
1. Acceptance. These terms and conditions are an integral pert 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"Egtlpmenr').COMPANY'S TERMS
AND CONDITIONS AND EQUIPMENT PRICES 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 15 days from the date of the Proposal.Prices in the Proposal are subjed
to change at any time upon notice to Customer.If Customer accepts the Proposal by placing an order,without the addbon of any other terns and conditions of sale or
any other modification,Customers order shall be deemed acceptance of the Proposal subject to Company's terms and conditions.If Customers order is expressly
conditioned upon Company's acceptance or assent to terms and/or condtions other then 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 end as Company's counteroffer to provide Equipment in accordance
with the Proposal and the Company's terms and condtions. If Customer does not reject or object in writing to Company within 10 days,Company's counteroffer will be
deemed accepted.Notwithstandng anything to the contrary herein,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 toms and conditions with Customer. If Company and Customer are unable to agree on such revisions.this Agreement shall be
cancelled without any liability.
2. Connected Services. In addition to these terms and conditions the Connected Services Terms of Service ("Connected Services Terms"), available at
hops'/www.trane.com/TraneConnectedServicesTerms,as updated from time to time,are incorporated herein by reference end shell apply to the extent that Company
provides Customer with Connected Services,as defined in the Connected Services Terms.
3.Title and Risk of Loss.All Equipment sales with destinations to Canada orthe 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
4. Pricing and Taxes-.Within forty-five(45)days following Customer acceptance of the Proposal without addition of any other terms and condiians of sale or any
modification,Customer shall provide notification of release for immediate production at Company's factory.Prices for Equipment are subject to change al any time prior
to shipment to reflect any cost increases related to the manufacture,supply,and shipping of Equipment.This includes,but is net limited to,cost increases in raw materials.
supplier components,labor,utilities,freight,logistics,wages and benefits,regulatory compliance,or any other event beyond Company's control.If shipment is delayed
due to Customer's actions,Company may also charge Customer with storage fees.If a release is net received within 6 months following order acceptance,Company
reserves the right to cancel any order.Company shall be entitled to equitable adjustments in the contract pnce to reflect any cost increases as set forth above and will
provide notice to Customer prior to the date for which the increased price is to be in effect for the applicable customer contract. 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 taxes and assessments 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.
5. 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 ba honored and will deliver the Equipment end services as soon as predicable
thereafter.In no event will Company be liable for any damages or expenses caused by delays in delivery.
6. 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 end 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.
7.Force Majetre. 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. Al "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;ire;civil disobedience,pandemic insurrections.riots.Iaboriabour 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,end the requirements of any applicable government in any manner that diverts either the materiel or the finished product to the direct
or indirect benefit of the government.
8. 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 end manufacture and that it has the capacities and ratings set forth in Company's catalogs and
bulletins('Warranty"). Equipment manufacltred 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 indude damage or failure arising from:wear end tear;corrosion,erosion,deterioration.
modifications made by others to the Equipment:repairs or afierations by a party other than Company that adversely effects the stability or reliability of the Equipment.
vandalism;neglect:accident;adverse weather or environmental conditions;abuse or improper use;improper installation;commissioning bye party other then 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 shell 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.bfactory or warehouse for US domestic purposes)at Company-designated shipping point,height-allowed to Company's warranty agents 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(-Third-Party Product(s)-)are not warranted by
Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE
MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S)AND ANY WARRANTIES,CLAIMS,STATEMENTS,REPRESENTATIONS,OR SPECIFICATIONS ARE
THOSE OF THE THIRD-PARTY MANUFACTURER,NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES,CLAIMS,STATEMENTS,
REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES,
WHETHER ORAL OR WRITTEN.COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,INCLUDING WARRANTY OF MERCHANTABILITY
OR FITNESS FOR PARTICULAR PURPOSE.ADDITIONALLY, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING
PREVENTING.,ELIMNATING,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 COMPANY 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,THIRD•
PARTY PRODUCT,OR ANY COMPONENT THEREOF,SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES
THERETO.No warranty liability whatsoever shall attach to Company until Customer's complete order has been paid for In full end 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
end 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.
9. 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.
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10. Instrance. 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.
11.Customer Breach.Each of the following events or conditions shall constitute a breach by Customer end 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;(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 a
comply with any material provision of this Agreement. Customer shell be liable to the Company for all Equipment furnished and all damages sustained by Company
(including lost profit and overhead).
12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, BUSINESS
INTERRUPTION, LOST DATA, LOST REVENUE, LOST PROFITS),OR CONTAMINANTS LIABILITIES, 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 comectlon
with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement.
13. CONTAMINANTS 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 dosed environments. IN NO
EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION,ACTION,OR CLAIM,WHETHER BASED ON
WARRANTY,CONTRACT,TORT OR OTHERWISE,FOR ANY BODILY INJURY(INCLUDING DEATH),DAMAGE TO PROPERTY,OR ANY OTHER LIABILITIES,
DAMAGES OR COSTS RELATED TO CONTAMINANTS (NCLUCING THE SPREAD, TRANSMISSION, MITIGATION, ELIMINATION, OR CONTAMINATION
THEREOF) (COLLECTIVELY, "CONTAMINANTS LIABILITIES') AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH
CONTAMINANTS LIABILITIES.
14. Nuclear LiabllIty.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 egress to indemnify Company and its suppliers for any nuclear damage,including
loss of use,in any manner arising out of a nudear incident whether alleged to be due,in whole or in pan to the negligence or otherwise of Company or its suppliers.
15. Intellectual Property;Patent Indemnity. Company retains all ownership,license and other rights to all patents,trademarks,copyrights,bade secrets and other
intellectual property nghts 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 es such suit or proceedng 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 Nen the Equipment furnished hereunder,or
in rasped of patents for methods end 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 wtl 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.
18.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 end 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
breech 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.
17. Invoicing and Payment. Unless otherwise agreed ton writing by Company,equipment shell be invdced 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 shell 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 a perform work except upon receipt of cash payment
letter of credit or security,or upon other terms and conditons 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 end 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.
18.Claims. Company will consider claims for concealed shortages hr 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 pecking het end,if applicable,the reasons in detail why the Equipment does not conform to
Customer's order.Upon receiving authorization end 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.
19.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 end 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 end other similar costs tom 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 linked 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 dvervom 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 resuking to Customer a Company from a breach of this paragraph by Customer.
20. General. Except es provided below,to the maximum extent provided by law,this Agreement is made and shell be interpreted and enforced in accordance with the
laws of the state of New York for Equipment shipped to a U.S.location end the laws of the province to which Equipment is 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.To the extent the Equipment is being used ate site owned and/or operated by any agency of the Federal Government,determination
of any substantive issue of law shell be according to the Federal common law of Govemment contracts as enunciated end applied by Federal juddel bodies and boards
of contract appeals of the Federal Government. This Agreement contains all of the agreements,representations end understandings of the parties end 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 wring 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 es 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.a 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
1 R A NE co 2025 Trane Technologies All Rights Reserved
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15t Amendment to Contract No. 25-073PB Page 10 of 21
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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.
21.Federal Requirements.The Parties shell comply with all United States federal labor law obligations under 29 CFR part 471,appends A to subpart A.THE
FOLLOWING PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE:Executive Order 11701 and 41 CFR§§60-250.5(a),60-300.5,Executive Order 11758
and 41 CFR§60-741.5(a);U.S.immigration laws,inducing the L-1 Visa Reform Act of 2004 and the H-18 Visa Reform Act of 2004,and Executive Order 13496.The
Parties shall abide by the requirements of41 CFR 60-300.5(e)end 60-741.5(a).These regulations prohibit discrimination against qualified individuals based on their status
as protected veterans or individuals with dsabilities.Moreover,these regulations require that covered prime contractors and subcontractors take affirmative action to
employ and advance in employment individuals without regard to protected veteran status or disability.The Parties certify that they do not operate any programs promoting
DEI that violate any applicable United States anti-dscrimination laws and acknowledge and agree that their compliance with all applicable federal anti-dscrimination laws
is material to the federal government's payment decisions.The Parties acknowledge and agree that their employment procurement and contracting practices shall not
consider race.color,sex.sexual preference.religion,or national odyn in ways that violate United States federal civil rights laws.
22. U.S.Government Work
The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that Equipment ordered end 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(6)(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;52222-35;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 wiN provide current accurate,and complete information.representations and certifications to all government officials.
includng 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 notwithstendng,Company will have no obligations to Customer unless end until Customer
provides Company with a true,correct end 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
23.Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe(in the U.S.)ore First Nation or Band Council(in Canada),Customer,whether acting in its
capacity as a government governmental entity,a duty organized corporate entity or otherwise,for itself and for its agents,successors,end assigns:(1)hereby provides
this limited waiver of its sovereign immunity as to any damages,darns,lawsuit,or cause of action(herein"Action')brought against Customer by Company end 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 jurisdction and venue for wry such Action shell be proper end 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 tothejurisdiction
of Customer's tribal court or any similar tribal forum,that Customer will not bring any action against Company in tribal court end that Customer will not avail itself of any
ruling or drection of the tribal court permitting or drooling it to suspend its payment or other obligations under this Agreement.The individual signing on behalf of Customer
warrants and represents that such indviduel is duty authorized to provide this waiver end enter into this Agreement end that this Agreement constitutes the valid and
legally binding obligation of Customer,enforceable in accordance with its terms.
1-26.130-4(0225)
Supersedes 1-26.1304(1024)
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SECURITY ADDENDUM
This Addendum shall be applicable to the sale,installation and use of Trane equipment and the sale and provision of Trane services.
"Trane"shall mean Trane U.S. Inc.for sales and services in the United States, or Trane Canada ULC for sales and services in
Canada.
1 Definitions. All terms used in this Addendum shall have the meaning specified in the Agreement unless otherwise defined
herein.For the purposes of this Addendum,the following terms are defined as follows
"Customer Data"means Customer account information as related to the Services only and does not include HVAC Machine
Data or personal data.Trane does not require,nor shall Customer provide personal data to Trane under the Agreement. Such
data is not required for Trane to provide its Equipment and/or Services to the Customer.
"Equipment"shall have the meaning set forth in the Agreement.
"HVAC Machine Data"means data generated and collected from the product or furnished service without manual entry. HVAC
Machine Data is data relating to the physical measurements and operating conditions of a HVAC system,such as but not limited
to,temperatures,humidity,pressure,HVAC equipment status HVAC Machine Data does not include Personal Data and,for the
purposes of this agreement,the names of users of Trane's controls products or hosted applications shall not be Personal Data,
if any such user chooses to use his/her name(s) in the created accounts within the controls product (e g.,
firstname.lastname@address.corn). HVAC Machine Data may be used by Trane: (a)to provide better support services and/or
products to users of its products and services; (b)to assess compliance with Trane terms and conditions; (c)for statistical or
other analysis of the collective characteristics and behaviors of product and services users; (d)to backup user and other data
or information and/or provide remote support and/or restoration; (e) to provide or undertake: engineering analysis; failure
analysis;warranty analysis;energy analysis;predictive analysis;service analysis;product usage analysis,and/or other desirable
analysis,including,but not limited to,histories or trends of any of the foregoing;and(f)to otherwise understand and respond to
the needs of users of the product or furnished service "Personal Data"means data and/or information that is owned or controlled
by Customer,and that names or identifies,or is about a natural person,such as (i)data that is explicitly defined as a regulated
category of data under any data privacy laws applicable to Customer; (ii)non-public personal information("NPI")or personal
information("PI"),such as national identification number,passport number social security number,social insurance number.or
driver's license number, (iii) health or medical information, such as insurance information medical prognosis, diagnosis
information,or genetic information;(iv)financial information,such as a policy number,credit card number,and/or bank account
number, (v)personally identifying technical information(whether transmitted or stored in cookies,devices,or otherwise),such
as IP address, MAC address, device identifier, International Mobile Equipment Identifier("IMEI'),or advertising identifier; (vi)
biometric information; and/or (vii) sensitive personal data, such as, race, religion, marital status, disability, gender, sexual
orientation,geolocation,or mother's maiden name
"Security Incident"shall refer to(i)a compromise of any network,system,application or data in which Customer Data has been
accessed or acquired by an unauthorized third party;(i)any situation where Trane reasonably suspects that such compromise
may have occurred; or (iii) any actual or reasonably suspected unauthorized or illegal Processing, loss, use, disclosure or
acquisition of or access to any Customer Data
"Services"shall have the meaning set forth in the Agreement.
2. HVAC Machine Data:Access to Customer Extranet and Third Party Systems If Customer grants Trane access to HVAC Machine
Data via web portals or other non-public websites or extranet services on Customer's or a third party's website or system(each,
an"Extranet"),Trane will comply with the following:
a. Accounts. Trane will ensure that Trane's personnel use only the Extranet account(s)designated by Customer and will
require Trane personnel to keep their access credentials confidential.
b. Systems. Trane will access the Extranet only through computing or processing systems or applications running
operating systems managed by Trane that include.(0 system network firewalls,(ii)centralized patch management;(iii)
operating system appropriate anti-malware software;and(iv)for portable devices,full disk encryption.
c. Restrictions. Unless otherwise approved by Customer in writing,Trane will not download,mirror or permanently store
any HVAC Machine Data from any Extranet on any medium including any machines,devices or servers
d. Account Termination. Trane will terminate the account of each of Trane's personnel in accordance with Trane's
standard practices after any specific Trane personnel who has been authorized to access any Extranet(1)no longer
needs access to HVAC Machine Data or(2)no longer qualifies as Trane personnel(e.g.,the individual leaves Trane's
employment).
e. Third Party Systems. Trane will provide Customer prior notice before it uses any third party system that stores or may
otherwise have access to HVAC Machine Data,unless(1)the data is encrypted and(2)the third party system will not
have access to the decryption key or unencrypted"plain text'versions of the HVAC Machine Data.
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COBB Furnish'nstall)1)New Agility Chiller
3. Customer Data:Confidentiality. Trane shall keep confidential,and shall not access or use any Customer Data and information
that is marked confidential or by its nature is considered confidential ("Customer Confidential Information") other than for the
purpose of providing the Equipment and Services, and will disclose Customer Confidential Information only: (i) to Trane's
employees and agents who have a need to know to perform the Services,(ii)as expressly permitted or instructed by Customer,
or(ii)to the minimum extent required to comply with applicable law, provided that Trane(1) provides Customer with prompt
written notice prior to any such disclosure,and(2)reasonably cooperate with Customer to limit or prevent such disclosure
4. Customer Data:Compliance with Laws. Trane agrees to comply with laws,regulations governmental requirements and industry
standards and practices relating to Trane's processing of Customer Confidential Information(collectively,"Laws").
5. Customer Data:Information Security Management.Trane agrees to establish and maintain an information security and privacy
program,consistent with applicable HVAC equipment industry practices that complies with this Addendum and applicable Laws
("Information Security Progranf) The Information Security Program shall include appropriate physical, technical and
administrative safeguards,including any safeguards and controls agreed by the Parties in writing,sufficient to protect Customer
systems,and Customer's Confidential Information from unauthorized access,destruction,use,modification or disclosure.The
Information Security Program shall include appropriate, ongoing training and awareness programs designed to ensure that
Trane's employees and agents, and others acting on Trane's, behalf are aware of and comply with the Information Security
Program's policies,procedures,and protocols.
6. Monitoring. Trane shall monitor and,at regular intervals consistent with HVAC equipment industry practices.test and evaluate
the effectiveness of its Information Security Program.Trane shall evaluate and promptly adjust its Information Security Program
in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any
other facts or circumstances that Trane knows or reasonably should know may have a material impact on the security of
Customer Confidential Information,Customer systems and Customer property.
7. Audits.Customer acknowledges and agrees that the Trane SOC2 audit report will be used to satisfy any and all audit/inspection
requests requirements by or on behalf of Customer. Trane will make its SOC2 audit report available to Customer upon request
and with a signed nondisclosure agreement
8. Information Security Contact Trane's information security contact is Local Sales Office
9. Security Incident Management. Trane shall notify Customer after the confirmation of a Security Incident that affects Customer
Confidential Information,Customer systems and Customer property.The written notice shall summarize the nature and scope
of the Security Incident and the corrective action already taken or planned.
10. Threat and Vulnerability Management.Trane regularly performs vulnerability scans and addresses detected vulnerabilities on a
risk basis. Periodically, Trane engages third-parties to perform network vulnerability assessments and penetration testing.
Vulnerabilities will be reported in accordance with Trane's cybersecurity vulnerability reported process. Trane periodically
provides security updates and software upgrades.
11. Security Training and Awareness.New employees are required to complete security training as part of the new hire process and
receive annual and targeted training (as needed and appropriate to their role) thereafter to help maintain compliance with
Security Policies, as well as other corporate policies, such as the Trane Code of Conduct. This includes requiring Trane
employees to annually re-acknowledge the Code of Conduct and other Trane policies as appropriate.Trane conducts periodic
security awareness campaigns to educate personnel about their responsibilities and provide guidance to create and maintain a
secure workplace.
12. Secure Disposal Policies. Trane will maintain policies, processes, and procedures regarding the disposal of tangible and
intangible property containing Customer Confidential Information so that wherever possible,Customer Confidential Information
cannot be practicably read or reconstructed.
13. Logical Access Controls. Trane employs internal monitoring and logging technology to help detect and prevent unauthorized
access attempts to Trane's corporate networks and production systems. Trane's monitoring includes a review of changes
affecting systems' handling authentication, authorization, and auditing, and privileged access to Trane production systems.
Trane uses the principle of"least privilege"(meaning access denied unless specifically granted)for access to customer data
14. Continaencv Planning/Disaster Recovery.Trane will implement policies and procedures required to respond to an emergency
or other occurrence(i.e.fire,vandalism,system failure,natural disaster)that could damage Customer Data or any system that
contains Customer Data Procedures include the following
ii) Data backups;and
(ii) Formal disaster recovery plan. Such disaster recovery plan is tested at least annually.
15. Return of Customer Data. If Trane is responsible for storing or receiving Customer Data, Trane shall, at Customer's sole
discretion, deliver Customer Data to Customer in its preferred format within a commercially reasonable period of time following
the expiration or earlier termination of the Agreement or, such earlier time as Customer requests,securely destroy or render
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unreadable or undecipherable each and every original and copy in every media of all Customer's Data in Trane's possession,
custody or control no later than[90 days]after receipt of Customer's written instructions directing Trane to delete the Customer
Data.
16. Background Checks Trane shall take reasonable steps to ensure the reliability of its employees or other personnel having access
to the Customer Data,including the conducting of appropriate background and/or verification checks in accordance with Trane
policies.
17. DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY APPLICABLE WARRANTIES IN THE AGREEMENT,THE SERVICES
ARE PROVIDED"AS IS",WITH ALL FAULTS,AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY,PERFORMANCE,
ACCURACY AND EFFORT AS TO SUCH SERVICES SHALL BE WITH CUSTOMER. TRANE DISCLAIMS ANY AND ALL
OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THE
SERVICES PROVIDED HEREUNDER, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL OPERATE ERROR-FREE OR
UNINTERRUPTED OR RETURN/RESPONSE TO INQUIRIES WITHIN ANY SPECIFIC PERIOD OF TIME.
October 2024
Supersedes.November 2023v2
1RAN= Page 8 of 8 D 2025 Trane Technologies.All Rights Reserved.
ECHNOLOO.ES.
Confidential and Proprietary Information of Trane U S.Inc.
1st Amendment to Contract No. 25-073PB Page 14 of 21
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AM.
7",il CIMS _ 5 GO BEYOND""
_ ..•
2884 Corporate Way• Miramar FL 33025• Tel 954 499 6900• Fax 954 499 6901
Prepared For. Proiect Location:
Joshua McDermott City of Boynton Beach CEP
Deputy Director,Utilities 208 NE 1"Street
Boynton Beach Utilities,Administration Boynton Beach,FL33435
City of Boynton Beach
Job Name: DZa1g:
Install Owner Furnished Chiller May 1,2026
Omnia Racine Contract#:3341
Proiect#H4-123128-25-004
Attention:lash McDermott
Trane is pleased to offer this proposal for the installation only,of(1)owner furnished 250-T water cooled chiller. The
new Chiller will be placed on the existing concrete equipment pad that previously supported the large 1500-T Chiller on
the east side. The existing operational water-cooled chiller will remain as it is,in its existing location and can remain in
operation during the installation of the new owner furnished Chiller. Eliminating the need for a rental chiller during the
installation project.
Our proposal reflects a comprehensive installation project and includes-Required labor,piping,fittings,miscellaneous
materials,subcontractors,crane,supervision,project management,MEP design engineering&drawings as well as
permit acquisition and inspections(Permit fees are not included). We have priced this project to be performed during
normal weekday business hours,with any required system shutdowns to be performed during a defined and
coordinated time frame. Our pricing and proposal are further defined by the following Installation scope of work.
Installation Scone:
Mechanical;
1. During an agreed upon timeframe,Trane will electrically lock-out/tag-out the existing chiller and any associated
system components.
2 Drain down the existing chiller and chilled water system as needed to relocate and reinstall any new and/or existing
isolation valves and fittings required to perform the proposed new chiller installation.
3. Rig,hoist,and maneuver the new owner furnished chiller into place on the existing concrete equipment pad that
previously supported the large 1500-T Chiller on the east side.
4. Furnish and install new chilled water and condenser water pipe and fittings in schedule 40 steel,from connections
provided on the pew owner furnished chiller and extend as required to connect to the newly installed taps,manual
isolation valves and automatic valves to serve that chiller.
5. Furnish and install new pipe supports as required,for all new and modified chilled water and condenser water piping.
6. Reinsulate as necessary,all new chilled water piping,as well as any insulation that may have been damaged or disturbed
during the installation project,to match existing insulation and jacketing.
7. Startup and operation check of new owner furnished chiller performed by Trane Factory Technician upon completion
of the installation.
Electrical:
1. Furnish and install a new 400amp Square-D I-Line Circuit Breaker in existing Main Distribution Panel,to serve the
new owner furnished chiller.
2 Furnish and install new junction box,EMT conduit and wire as needed to connect to one existing set of conduit
and wire that previously served the existing 1500-Ton chiller and extend to power connections provided with the
new owner furnished chiller.
3. Any new conduits will be steel,and all new power wiring will be copper.
4. Removal and proper disposal of any discarded conduit or wire and any associated material or debris as needed.
5. Provide all voltage testing,as well as testing of all connections,and chiller motor rotation prior to startup.
IRAN=
1st Amendment to Contract No. 25-073PB Page 15 of 21
Sensitivity:Confidential
6. Make all final electrical terminations as required,for new owner furnished chiller and existing chiller.
7. All electrical work to be performed by State Licensed&Certified Electrical Contractor.
ASI IRAE-15 Scone:
1. Furnish and install(1)new Shedock brand Refrigerant Monitor to replace the existing refrigerant monitor.
2 Furnish and install(2)new 513A IR-Refrigerant Sensors to serve the existing chiller and the new owner furnished
chiller being installed and connect to the newly installed Sherlock Refrigerant Monitor.
3. Furnish and install electrical conduit and communication wiring from Refrigerant Monitor to IR Refrigerant Sensors.
4. Reconnect the existing refrigerant exhaust fan and automatic MUA system dampers to the new refrigerant monitor
and ASHRAE-15 system.
5. Start-up and operation check of new ASHRAE-15 system by Trane technician upon completion of the installation.
Controls Scone:
Chilled Water Plant Controls Includiar;
1. Chiller Command,Status&Alarm(via BACnet Integration)
2 Chilled Water Supply Temperature(via BACnet Integration)
3. Chilled Water Return Temperature(via BACnet Integration)
4. Condenser Water Supply Temperature(via BACnet Integration)
5. Condenser Water Return Temperature(via BACnet Integration)
6. Chiller Evaporator Water Differential Pressure Transmitter
7. Chiller Evaporator Isolation Valve Command&Status
8. Chiller Condenser Isolation Valve Command&Status
General Project Conditions:
• Furnish crane,rigging and any hoisting facilities,as required to maneuver the new Owner furnished chiller into
place on the existing concrete equipment pad.
• Permit acquisition including application and inspections as required by the municipality are included.(Permit tees
are not included,costs for permit tees will be treated as a pass-through cost)
• Coordinate all equipment ship dates and provide all required offloading,storage,handling,and transport to jobsite.
• Certified Independent waterside test&balance of new owner furnished chiller,upon completion of the installation.
• One-year installation warranty on new parts,materials,and workmanship.
• Signed&Sealed MEP Design Engineering and Drawings as required for Permit are included and provided by
Florida Licensed Mechanical Engineer.
• Start-up and performance check of the new Owner furnished chiller and system,to be performed by Trane Factory
Technician upon completion of installation.
• Performance bond included in project.
• This Trane proposal precedes any engineering,drawings,or documents. It is expected that all equipment,material
and installation means,and methods,as described in this proposal,or associated with this proposal,will match the
engineered drawings,and be approved by the Engineer of Record for this project. If it is determined by the
Engineer of Record that any equipment,materials,or installation means,and methods described in this proposal,or
associated with this proposal are not acceptable,the customer shall be responsible for any additional costs,due to
required changes or modifications to the scope of work as proposed.
Project Exclusions:
• Pricing assumes existing 1500 ton chillers will be removed prior to installation and existing electrical
wiring will be lesi in place to be utilized with new chiller.
• Actual costs for permit fees.(Permit fees will be passed through)
• Overtime or premium time Labor
IRAN=
1st Amendment to Contract No. 25-073PB Page 16 of 21
Sensitivity:Confidential
• Provisions for rental chiller or temporary cooling of any kind.
• Structural Design,Engineering,Calculations,or associated Drawings of any kind.
• Chemical treatment of any kind,if chilled water loop is drained to accommodate installation of the new chiller and
the associated piping modifications.
• Fire alarm related controls,piping,wiring,components,smoke detectors,relays,panels,engineering,permits,or
associated labor of any kind.
• New pumps,hydronic specialties,or associated labor or materials of any kind.
• Any building code upgrades to existing code violations that are not included in the scope of work described above.
• Any changes or additions to the scope of work as described above.
Project Pricing as 1)escribed Above:
Install new Owner furnished.250-Ton Chiller.including Trane Controls as described above S 362.264.00
OMNIA\Racine LABOR LABOR OMNIA SELL
CLASSIFICATION RATE/HR FIRS PRICE
HVAC Commercial AC
Tech(Pipefitter) $218.43 324.0 $70,771.32
HVAC Commercial AC
Tech $204.53 32.0 $6,544.96
Engineering Design
(Controls) $311.37 12.0 $3,736.44
HVAC BAS Tech $229.07 60.0 $13,744.20
Electrician $311.37 240.0 $74,728.80
Crane Operator $210.02 24.0 $5,040.48
Insulator $193.23 41.0 $7,922.43
Project Engineering $222.40 172.0 $38,252.80
Test&Balance Tech $266.89 18.0 $4,804.02
Trane Project Manager $231.31 126.4 $29,226.02
Trane Project
Administrator $169.02 94.8 $16,016.76
Materials/Subcontractor
Mechanical $40,166.43
Electrical $24,818.18
Insulation $5,552.45
Crane Rental $5,902.10
CONTINGENCY $5,706.29
NON-TRANE MATERIAL $15,373.43
WARRANTY RESERVE $6,244.76
Trane Factory Material
OMNIA
Product SF)�
Code LIST OMNIA MOLT. PRICE
Controls T-1009 $775.00 0.6229 $482.75
Bond $5,395
Maximum Contract Sell Price: $380,429.61
Discount, $18,164.61
Final Price; $362.264.00
1RANE
1st Amendment to Contract No. 25-073PB Page 17 of 21
Sensitivity:Confidential
If you have questions regarding this proposal,please do not hesitate to contact us and we thank you for the opportunity.
Reespectfuullly,ir, l,/
C /4.)d
David Wills Jerry Shugart
Turnkey Account Manager Senior Account Manager
Trane I Trane Technologies Trane Trane Technologies
This agreement is subject to the attached Trane Terms and Conditions.
Pricing and Proposal are valid for 30 days from date of proposal
Proposal Date:May 1,20261 Submitted By:David Wills
CUSTOMER ACCEPTANCE TRANE ACCEPTANCE
Authorized Signature Authorized Signature
Printed Name Printed Name
Title Title
Acceptance Date Acceptance Date
TERMS AND CONDITIONS-COMMERCIAL INSTALLATION
"Company'shall mean Trane U.S.Inc.for Work performed In the United States or Irene Canada ULC for Work performed In Canada.
I. 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 AND EQUIPMENT PRICES 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.Paces in the Proposal are subject to change at any lime upon notice to Customer.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
condttloned upon Company's acceptance or assent to terms and/or condtlions 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 Customers terms and as Company's counteroffer 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 counteroffer will be deemed accepted. Notwithstanding anything to the contrary herein,Customers 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
httpsitavw.trane.com/TraneConnectedServicesTenns,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.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(NII freight allowed).Title
and risk of loss or damage to Equipment wit pass to Customer upon tender of delivery of such to carrier at Company's U.S.manufacturing facility or warehouse.
4.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-exempl 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. Within
thirty(30)days following Customer acceptance of the Proposal without addition of any other terms and conditions of sale or any modification.Customer shall provide notification of release for
immediate production al Company's factory.Prices for Work are subject to change at any lime prior to shipment to reflect any cost increases related to the manufacture,supply,and shipping of goods.
This includes,but is not limited to,cost increases in raw materials,supplier components.labor,utilities, freight.logistics,wages and benefits,regulatory compliance.or any other event beyond
Company's control. If such release is not received within 6 months alter dale of order receipt.Company reserves the right to cancel any order. If shipment Is delayed due to Customers actions,
Company may also charge Customer storage fees. Company shall be entitled to equitable adjustments in the contract price to reflect arty cost Increases as set forth above and will provide notice to
Customer prior to the date for which the increased price is to be In effect for the applicable customer contract.In no event will prices be decreased.
5.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.
6. 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 Customers
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.
7.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 end for all Work performed on-site or off-site.No retention shah 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 dreum stances 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 resuit 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(hese 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 tts 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 at payments due Company have been made.
6. Time for Completion. Except to the extent otherwise expressly agreed in wrtling signed by an authorized representative of Company.all dales provided by Company or Is 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 arty
damages for its failure to do so.Delivery dates are approximate and not guaranteed.Company wit use commercially reasonable efforts to deliver the Equipment on or before the estimated delivery
1'ANE
1st Amendment to Contract No. 25-073PB Page 18 of 21
Sensitivity:Confidential
date,will notify Customer If the estimated delivery dates cannot be honored,end will deliver the Equipment end services as soon as practicable thereafter.In no event will Company be liable for any
damages or expenses caused by delays in delivery
9.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 condfion shall not be
restricted.Customer grants to Company the right to remotely connect(via phone modem,Internet or other agreed upon means)to Customers building automation system(BAS)and or HVAC
equipment to view.extract,or otherwise collect and retain data from the GAS.HVAC equipment.or other building systems.and to diagnose and remotely make repairs at Customers request.
10. 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,end Customer shall either(a)accept the Work in its entirety in writing,or(b)accept the Work in pad 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
len(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 thet 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.
11. Permits and Governmental Fees. Company shall secure(with Customers 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 requted when bids from Company's subcontractors are received.negotiations thereon concluded,or the effective dale 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.
12.Utilities During Construction,Customer shall provide without charge to Company all water,heal,and utilities required for performance of the Work.
13. Concealed or Unknown Conditions. In the performance of the Work,if Company encounters condlions 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 end 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 pad of the Work,Company shall be entitled to,and Customer shall
consent by Change Order lo.an equitable adjustment in the Contract Price,contract time.or both.
14. 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 Dale of this Agreement(Pre-Existing Conditions"),including,without limitation,damages,losses,or expenses invofng Pre-Existing Conditions of building envelope issues.
mechanical issues,plumbing issues,and/or Indoor air quality issues involving mold/mould and/or fungi.Comparry 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.
15.Asbestos and Hazardous Materials.Company's Work and other services in connection with this Agreement expressly excludes any Identticatlon,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 shah notify Customer.Customer will be exclusively responsible for taking any and all action necessary to correct the condition in accordance with
at 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.
It. 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 loan Event of Force Majeure,this Agreement shall at Company's election(p remain in effect but Company's obligations shall be suspended until the uncontrollable
event terminates or(Ip 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.dots:IaborAabour disputes,Iabornabour 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 it not caused by
Company:and the requirem ents 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. Customer's Breach. Each of the following events or conditions shall constitute a breech by Customer and shell 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 141 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 dale and at damages sustained by Company(Including lost profit and overhead)
18.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 properly,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.lithe parties are both al 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.
19. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL,INCIDENTAL, INDIRECT
CONSEQUENTIAL,OR PUNrTIVE OR EXEMPLARY DAMAGES(INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION,LOST DATA,LOST REVENUE,LOST PROFITS,LOST
DOLLAR SAVINGS,OR LOST ENERGY USE SAVINGS,INCLUDING CONTAMINANTS LIABILITIES,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
20.CONTAMINANTS LIABILITY
The transmission of COVID-19 may occur in a variety of ways and circumstancesmany 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 COMPANY BE LIABLE UNDER THIS AGREEMENT
OR OTHERWISE FOR ANY INDEMNIFICATION,ACTION OR CLAIM,WHETHER BASED ON WARRANTY,CONTRACT,TORT OR OTHERWISE,FOR ANY BODILY INJURY(INCLUDING
DEATH),DAMAGE TO PROPERTY,OR ANY OTHER LIABILTES,DAMAGES OR COSTS RELATED TO CONTAMINANTS(INCLUCING THE SPREAD,TRANSMISSION,MITIGATION,
ELIMINATION,OR CONTAMINATION THEREOF)(COLLECTIVELY,"CONTAMINANT LIABILITIES")AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH
CONTAMINANTS LIABILITIES.
21. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims,damages.judgments end 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 sun 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 Customers design of the articles or the use thereof in combination with other matenais
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 shag be entitled to be represented by counsel at their own expense.
22. 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 remanufactured 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 caner 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,IaborAabour 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;Customers failure to follow he Company-provided maintenance plan;refrigerant not supplied by Company;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 detective. Equipment,material and/or parts that are not manufactured by Company('Third-Party Product(s)"are not warranted by Company and have
such warranties as may be extended by the respective manufacturer.CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S)AND
ANY WARRANTIES,CLAIMS,STATEMENTS,REPRESENTATIONS,OR SPECIFICATIONS ARE THOSE OF THE THIRD-PARTY MANUFACTURER,NOT COMPANY AND CUSTOMER IS NOT
RELYING ON ANY WARRANTIES,CLAIMS,STATEMENTS,REPRESENTATIONS,OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY
COMPANY OR ITS AFFILIATES,WHETHER ORAL OR WRITTEN.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 ANDIOR 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.ADDTONALLY,COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND
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 COMPANY 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,THIRD-PARTY PRODUCT,OR ANY COMPONENT THEREOF,SERVICES OR OTHERWISE AND CUSTOMER
HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO.
23.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 52,000,000 per occurrence
Automobile Liability $2.000,000 CSL 1 R;'�,N
1st Amendment to Contract No. 25-073PB Page 19 of 21
Sensitivity:Confidential
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.
24.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.
25.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 stale or province in which the Work Is performed.To the extent the Work
site Is owned end/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 Ina manner adverse to any party hereto.Customer may not assign.transfer,or convey this Agreementor any part hereof.or its right,
Idle 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 ell together shall constitute but one and the same Agreement.
A fully executed facsimile copy hereof or the several counterparts shell suffice as an original.
26. Federal Requirements. The Parties shall comply with all United States federal labor law obligations under 29 CFR part 471,appendix A to subpart A.THE FOLLOWING PROVISIONS ARE
INCORPORATED HEREIN BY REFERENCE:Executive Order 11701 and 41 CFR§§60-250.5(a),60-300.5;Executive Order 11758 and 41 CFR§6O0.741.5(a);U.S.Immigration laws,including the
L-1 Visa Reform Act of 2004 end the H-16 Vise Reform Act of 2004;end Executive Order 13496.The Parties shall abide by the requirements of 41 CFR 60-300.5(a)and 60-741.5(a).These regulations
prohibit discrimination against qualified Individuals based on their status as protected veterans or individuals with disabilities.Moreover,these regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals without regard to protected veteran status or disability.The Parties certify that they do not operate any programs
promoting DEI that violate any applicable United Stales anti-discrimination laws and acknowledge and agree that their compliance with all applicable federal anti-discrimination laws is material to the
federal govemment's payment decisions,The Parties acknowledge and agree that(heir employment.procurement.and contracting practices shall not consider race,color.sex,sexual preference.
religion,or national origin In ways Eat violate United Stales federal cMl rights laws.
27.Export Laws, The obligation of Company to supply Equipment and/or Services 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 and/or Services are subject to laws and regulations of the United Stales of America which may require licensing or authorization for and/or prohibit export,re-export or diversion of
Company's Equipment and/or Services to certain countnes,and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable Untied 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.
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 Pert 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(0)(1).Company complies with 52.219-8 or 52.219-9 In its service end 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 dale 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 wil provide current,accurate,and complete information,representations and certifications to all government
officials.including but not limned 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 Customers ownership,eligibility or performance of the prime contract. Customer will obtain
written authorization and approval from Company prior to providing any government official arty Information about Companys performance of the work that is the subject of the Proposal or this
Agreement,other than the Proposal or this Agreement.
29.Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe lin the U.S.)or a First Nation or Bend 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 no agents,successors,and assigns:(1)hereby provides this limned waiver of is 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 verve for any such Action shall be proper and valid
(a)if Customer is in the U.S.,in any state or United Slates court located in the stale 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,(41 waives arty 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 avell itself of arty ruling or direction of the tribal court permitting or directing
it to suspend Its payment or other obligations under this Agreement.The indMdual 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.
30.Building Automation Systems and Network Security.Customer and Trane acknowledge that Building Automation System(BAS)and connected networks security requires Customer and
Irene to maintain certain cybersecunty obligations.Customer acknowledges that upon completion of installation and configuration of the BAS.the Customer maintains ownership of the BAS and the
connected network equipment.Except for any applicable warranty obligations.Customer Is solely responsible for the maintenance and security of the BAS and related networks and systems.In the
event there Is a service agreement between Irene and Customer,Irene will provide the services as set forth in the service agreement.
in order to maintain a minimum level of security for the BAS.associated networks,network equipment and systems,Customer's cybersecurty responsibilities include without limitation:
1. Ensure that the BAS,networks,and network equipment are physically secure and not accessible to unauthorized personnel.
2 Ensure the BAS remains behind a secure Newall and properly segmented from all other customer networks and systems,especially those with sensitive information.
3. Keep all Inbound ports closed to any IP Addresses In the BAS.
4. Remove all forwarded inbound ports and IP Addresses to the BAS.
5. Maintain user login credentials and unique passwords,including the use of strong passwords and the removal of access for users who no longer require access.
6. Where remote access is desired.utilize a secure method such as Irene Connect Secure Remote Access or your own VPN.
7. For any Trane services requiring remote data transfer end/or remote user access,configure the BAS and related firewallls)per instructions provided by Trane. This typically Includes
configuring Port 443 and associated Newall(si for Outbound only.
8. Perform regular system maintenance to ensure that your BAS is properly secured,including regular software updates to your BAS and related network equipment(i.e.,Newalls).
Any and all claims,actions.losses,expenses,costs.damages,or liabilities of any nature due to Customer's failure to maintain BAS security responsibilities and/or Industry standards for cybersecurity
are the sole responsibility of the Customer.
1-26.251-10(0325)
Supersedes 1-26.251-10(0225)
SECURITY ADDENDUM
This Addendum shell be applicable to the sale.Installation and use of Irene equipment and the sale and provision of Trane services "Irene"shall mean franc U.S.Inc.for sales and services in the
United Slates,or Irene Canada ULC for sales and services in Canada.
1. Definitions.All terms used in this Addendum shall have the meaning specified In the Agreement unless otherwise defined herein.For the purposes of this Addendum,the following terms are
defined as follows:
'Customer Data'means Customer account information as related to the Services only and does not Include HVAC Machine Data or personal data.Trane does not require,nor shall Customer
provide personal data to Trane under the Agreement Such data is not required for Trane to provide its Equipment and/or Services to the Customer.
'Equipment"shall have the meaning set forth in the Agreement
'j-NAC Machine Dale"means data generated and collected from the product or furnished service without manual entry.HVAC Machine Data is date relating to the physical measurements and
operating conditions of a HVAC system,such as but not limited to,temperatures,humidity,pressure.HVAC equipment status.HVAC Machine Data does not Include Personal Data and,for the
purposes of this agreement.the names of users of Trane's controls products or hosted applications shall not be Personal Data,if any such user chooses to use his/her name(s)In the created
accounts within the controls product(e.g.,Nstneme.lastname(@address,com).HVAC Machine Data may be used by Trane:tel to provide better support services and/or products to users of its
products and services:(b)to assess compliance with Trane terms and conditions,(c)for statistical or other analysis of the collective characteristics and behaviors of product and services users;
(d)to backup user end other data or Information and/or provide remote support and/or restoration;(e)to provide or undertake:engineering analysis;failure analysis:warranty analysis;energy
analysis:predictive analysis;service analysis',product usage analysis;and/or other desirable analysis,Including but not limited to,histories or trends of any of the foregoing:and Into otherwise
understand and respond to the needs of users of the product or furnished service.'Personal Data"means data and/or Information that is owned or controlled by Customer,and that names or
identifies,or is about a natural person,such as:(q data that is explicitly defined as a regulated category of data under any data privacy laws applicable to Customernil non-public personal
information('NPI")or personal information(PI'),such as national identification number,passport number,social security number.social insurance number,or drivers license number:(Iii)heath
or medical information,such as Insurance Information.medical prognosis.diagnosis Information,or genetic Information.(N)financial Information,such as a policy number,credit card number,
and/or bank account number:(v)personally identifying technical information(whether transmitted or stored in cookies,devices,or otherwise),such as IP address,MAC address.device identifier,
1RAN-
1St Amendment to Contract No. 25-073PB Page 20 of 21
Sensitivity:Confidential
International Mobile Equipment identifier(';MEI"),or advertising Identifier,(vi)blom elm Information.and/or(v1i)sensitive personal data,such as,race,religion.marital status,disability.gender.
sexual orientation.geoiocation.or mothers maiden name.
'Security Incident'shall refer to(I)a compromise of any network,system.application or date In which Customer Data has been accessed or acquired by an unauthorized third party;(ill any
situation where Irene reasonably suspects that such compromise may have occurred:or(111)any actual or reasonably suspected unauthorized or Illegal Processing,loss.use,disclosure or
acquisition of or access to any Customer Data.
'Services"shall have the meaning set forth In the Agreement.
2. HVAC Machine Data:Access to Customer Extranet and Third Parts Systems.If Customer grants Trane access to HVAC Machine Data via web portals or other non-public websites or extranel
services on Customers or a third party's website or system leach,an'Extranet-1,Trane will comply with the following:
a. Accounts. Trans will ensure that Trans's personnel use only the Extranet account(s)designated by Customer and will require Trane personnel to keep their access credentials
confidential.
b. Systems.Trans will access the Extranet only through computing or processing systems or applications running operating systems managed by Trans that Include:(I)system network
firewalls.(if)centralized patch management.11111 operating system appropriate anti-malware softwere:and(Iv)for portable devices.full disk encryption.
c. Restrictions. Unless otherwise approved by Customer in writing,Trane will not download.mirror or permanently store any HVAC Machine Data from any Extranet on any medium,
including any machines.devices or servers
d Account Termination Trane will terminate the account of each of Trane s personnel in accordance with Trane's standard practices after any specific Trane personnel who has been
authorized to access any Extranet it l no longer needs access to HVAC Machine Data or(2)no longer qualifies as Trane personnel(e.g.,the individual leaves Trane's employment).
e. Third Party Systems Irene will provide Customer prior notice before it uses any third party system that stores or may otherwise have access to HVAC Machine Data,unless(1)the
data Is encrypted end(2)the third party system will not have access to the decryption key or unencrypled plain text"versions of the HVAC Machine Data.
3 Customer Date:Confidentialav Trans shall keep confidential,and shall not access or use any Customer Data and Information that Is marked confidential or by its nature is considered confidential
("Customer Confidential Information')other than for the purpose of providing the Equipment and Servkes,and will disclose Customer Confidential Information only:(I)to Trans's employees and
agents who have a need to know to perform the SeMces.(II)as expressly permitted or instructed by Customer.or Oh to the minimum extent required to comply with applicable law,provided
that Trane(1)provides Customer with prompt written notice prior to any such disclosure.and(2)reasonably cooperate with Customer to limn or prevent such disclosure.
4 Customer Data:Compliance with Laws. Trane agrees to comply with laws.regulations governmental requirements and industry standards and practices relating to Trane's processing of
Customer Confidential information;collectively-Laws-)
5. Customer Data:Information Secunty Management Trane agrees to establish and maintain an information security and privacy program,consistent with applicable HVAC equipment industry
practices that complies with this Addendum and applicable Laws('lnfonnation Security Program).The Information Security Program shall Include appropriate physical,technical and
administrative safeguards.including any safeguards and controls agreed by the Parties In writing.sufficient to protect Customer systems,and Customer's Confidential information from
unauthorized access,destruction,use,modification or disclosure.The Information Securty Program shall Include appropriate,ongoing training and awareness programs designed to ensure that
Trane's employees and agents.and others acting on Trans's,behalf are aware of and comply with the Information Security Program's policies.procedures.and protocols.
6 Monitoring. Trane shall monitor and,at regular intervals consistent with HVAC equipment Industry practices.lest and evaluate the effectiveness of Its Information Security Program.Trane shall
evaluate and promptly adjust its Information Security Program In light of the results of the testing and monitoring,any material changes to Hs operations or business arrangements,or any other
facts or circumstances that Trane knows or reasonably should know may have a material Impact on the security of Customer Confidential information,Customer systems and Customer property.
7 Audits.Customer acknowledges and agrees that the Trane SOC2 audi report will be used to satisfy any and all auditAnspection requests/requirements by or on behalf of Customer. Trane will
make its SOC2 audit report available to Customer upon request and with a signed nondisclosure agreement.
)nfomratlon Security Contact. Trane's information security contact Is Local Sales Office.
9 Security Incident Management.Trane shall notify Customer after the confirmation of a Security Incident)hal affects Customer Confidential information,Customer systems and Customer property.
The written notice shall summarize the nature and scope of the Security incident and the corrective action already taken or planned.
10 Threat and Vulnerablllts Management Trane regularly performs vulnerability scans end addresses detected vulnerabilities on a risk basis.Periodically.Trans engages Third-parties to perform
network vulnerability assessments and penetration testing Vulnerabilities win be reported in accordance with Trane's cybersecuray vulnerability reported process. Trane periodically provides
security updates and software upgrades.
11 Security Tramino and Awareness New employees are required to complete security training as part of the new hire process and receive annual and targeted training(as needed and appropriate
to their role)thereafter to help maintain compkance with Security Policies,as well as other corporate policies,such as the Trane Code of Conduct.This includes requiring Irene employees to
annually re-acknowledge the Code of Conduct and other Trane policies as appropriate.Trane conducts periodic security awareness campaigns to educate personnel about their responsibilities
and provide guidance to create and maintain a secure workplace.
12 Secure Disposal Policies.Trane will maintain policies.processes.and procedures regarding the disposal of tangible end Intangible property containing Customer Confidential Information so
that wherever possible,Customer Confidential information cannot be practicably read or reconstructed.
13 Logical Access Controls Trane employs internal monitoring and logging technology to help detect and prevent unauthorized access attempts to Trans's corporate networks and production
systems.Trane's monitoring Includes a review of changes affecting systems'handling authentication,authorization.end auditingand privileged access to Trane production systems Irene uses
the principle of least privilege-(meaning access denied unless specifically granted)for access to customer data.
14 Contingency Planning/Disaster Recovery.Trane well implement policies and procedures required to respond to an emergency or other occurrence lie fire.vandalism,system failure,natural
disaster)that could damage Customer Data or any system that contains Customer Data Procedures include the following
O Data backups,and
(ti) Formal disaster recovery plan Such disaster recovery plan is tested at least annually
15. Rstum of Customer Data if Trane Is responsible for storing or rsceMng Customer Data.Trans shall,at Customer's sole discretion. deliver Customer Data to Customer in its preferred formal
within a commercially reasonable period of time following the expiration or earlier termination of the Agreement or,such earlier lime as Customer requests,securely destroy or render unreadable
or undecipherable each and every original and copy in every media of all Customers Data In Trane's possession,custody or control no later than[90 days]ter receipt of Customers written
instructions directing Trane to delete the Customer Data.
16 Background Checks Trane shall take reasonable steps to ensure the reliabialy of Ns employees or other personnel having access to the Customer Data,Including the conducting of appropriate
background and/or verification checks in accordance with Trane policies.
17 DISCLAIMER OF WARRANTIES.EXCEPT FOR ANY APPLICABLE WARRANTIES IN THE AGREEMENT.THE SERVICES ARE PROVIDED'AS IS'.WITH ALL FAULTS,AND THE ENTIRE
RISK AS TO SATISFACTORY QUALITY.PERFORMANCE,ACCURACY AND EFFORT AS TO SUCH SERVICES SHALL BE BETH CUSTOMER.TRANE DISCLAIMS ANY AND ALL OTHER
EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THE SERVICES PROVIDED HEREUNDER.INCLUDING ANY EXPRESS OR
IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR THAT THE SERVICES WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR
RETLAfNRESPONSE TO INQUIRIES WITHIN ANY SPECIFIC PERIOD OF TIME.
October 2024
Supersedes:November 2023v2
l?AN=
1st Amendment to Contract No. 25-073PB Page 21 of 21
Sensitivity:Confidential