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HomeMy WebLinkAboutH452387 proposal Signed 27RAIVE• e ndae S—kes Fernando Lagomasino • District General Manager 2664 Corporate Way . Miramar FL 33025 • Tel 954 499 6900 • Fax 954 499 6901 Prepared For: Proiect Location: Mr. Bob Ettswold Morningside Library A/C Maintenance Superintendent 2410 SE Morningside Blvd St Lucie County Port St. Lucie, FL 34952 3158 Will Fee Road Fort Pierce, FL 34982 Revised: October 23, 2020 Job Name: Proposal Number: 2942363 Packaged Unit Replacement Project US Communities Number: 40-124761-20-001 Trane is pleased to offer this turnkey proposal to replace the existing package unit at the above referenced address. This proposal also includes all mechanical and electrical work required for below referenced scope of work, with a permit. Packaaed Unit Replacement Proiect Scone of work • Field verification prior to commencement of any work. • During an agreed upon date the existing packaged unit will be disconnected and removed. • Install one (1) new (customer provided) Trane Intellipak packaged unit back into the existing location. • Replace the springs on the existing spring curb to support the weight of the new RTU. • Reconnect/modify exterior sheet metal ductwork to match existing. • Reconnect the existing electrical connections. • Reconnect the existing condensate drain lines. • Start the unit and check operation. • Refurbish existing unit stand to include sanding/ recoating and structural reinforcement with field applied cold -weld product • Job site cleanup. General Conditions: • The Customer will provide a_secure staging area at the job site for use by Trane to -receive and store materials. • If building permit is required to execute this project it will be procured by Trane. If permitted, this project will be submitted as a like -for- like replacement. Any modifications to existing conditions required by the building department will be submitted to the customer as a change order. • Trane will also require uninhibited access to the equipment and surrounding area for the entirety of the job during normal working hours as well as after hours. • Commencement date to start upon permit approval. • It is assumed that all equipment and parts to be reused are in good operating condition. If it Is found that any of these parts or equipment is not usable, the customer will be responsible for the cost replacement via a change order to the base contract. TRANS" • It is assumed that all equipment and parts referenced in this proposal or attached to this proposal will be approved by the engineer of record. If it is found that any of these parts or equipment is not usable, the customer will be responsible for the upgrade via a change order to the base contract. • Work performed by Trane or its subcontractors will comply with all applicable Federal, State and Local codes and standards. • This proposal is subject to acceptance of the attached Trane Standard Contract Terms and Conditions. Exclusions on the Scopes of Work: • Bond. • Permits fees will be charged to the customer via a change order if required. • Furnishing of the above mentioned equipment (to be customer supplied). • Coil coatings of any kind. • Life safety devices, Tie in to the existing fire alarm panel, or controls of any kind. • Painting, other than touchup of equipment. • Asbestos identification or abatement. • Architectural Screening if required will be in addition to the pricing listed below. • Upgrades or repairs to existing mechanical equipment, piping, or controls other than specified above. • Electrical upgrades including but not limited to wiring, circuit breakers, and/or disconnects other than mentioned above. • Structural or concrete work other than mentioned above, If required will be in addition to the pricing listed below. • Work incurred due to any existing code violations. • Any work not listed above. Additional Items Included: • Engineered Drawings (mechanical, electrical, and tie down). • Structural review of the existing support base only. If it is found existing stand cannot be reused a change order for the required modifications will be provided. • Reconnect to the existing building control system (enable, fan status, and supply air temperature). • All crane and rigging, as required. • One year warranty on Installation. • All applicable taxes and insurance. • Project Management, subcontractor and material coordination. Standard Payment Terms • Progress billing per month based on % project completion. • Trane may invoice the customer for all equipment or material furnished, whether delivered to the installation site or to an off -site storage facility and for all Work performed on -site or off -site. Pricing: Your total price for the above mentioned scope of work is__ ............... _.............................. __$65,898.00. 2884 Co orate Way Miramar, FL 33025 Phone: 954 499-6900 1 Trane Tur key Solution 02020 Trane All rt hts reserved I Page 2 of 6 1 Turnkey Project Proposal 0 7RWEe Building Servicos Please see the attached Trane Terms and Conditions, as they form part of this proposal. This proposal is based on performing the work during normal weekday working hours between 8:00 AM and 5:00 PM excluding holidays. This proposal is valid for 30 days from the date list at the beginning of this proposal. If you have any questions concerning this proposal, please do not hesitate to contact me. If this proposal meets with your approval, please sign and return one copy of this letter as your authorization to proceed. We thank you for this opportunity to be of service. Respectfully, Gran. Rwzyc" Brad Ruzycki Account Manager, Trane Commercial Systems �YX(G (�l(llCr/XG JerryShugart Account Manager, Trane Commercial Systems This agreement is subject to the attached Trane Terms and Conditions. Proposal Date: October 23, 2020 Submitted By: Brad Ruzycki Customer Approval Authorized Representative Title Acceptance Date Tran lw� Authorized Representative Contracting Solutions Manager Title 1 /15/2021 Signature Date TERMS AND CONDITIONS — COMMERCIAL INSTALLATION "Company" shall mean Trans U.S. Inc.. 1. Acceptance; Agreement. These terms and conditions are an Integral part of Company's offer and form the basis of any agreement (the "Agreement") resulting from Company's proposal (the "Proposal") for the commercial goods and/or services described (the "Work"). COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal Is subject to acceptance in writing by the party to whom (his offer is made or an authorized agent ("Cuslomer') delivered to Company within 30 days from the date of (he Proposal. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer's order shall be deemed acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon Company's acceptance or assent to terms andlor conditions other than those expressed herein, return of such order by Company with Company's terms and conditions attached or referenced serves as Company's notice of objection to Customer's terms and as Company's counter-offer to provide Work in accordance with (he Proposal and the Company terms and conditions. " g Ag- Customer's acceptance of the Work by Company will in any event constitute an acceptance by Customer of ny's terms andcontlltlons. CompaThisreement is subject to cretlil 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. Pricing and Taxes, Unless otherwise noted, the price in the Proposal includes standard ground transparfation and, if required by law, all sales, consumer, use and similar taxes legally enacted as of the date hereof for equipment and material Installed by Company. Tax exemption Is contingent upon Customer furnishing appropriate certificates evidencing Customer's tax exempt status. Company shall charge Customer additional costs for bonds agreed to be provided. Equipment sold on an unlnstalled basis and any taxable Iabomabour do not include sales lax and lazes will be added. Following acceptance without addition of any other terms and condition of sale or any other modification by Customer, the prices stated are firm provided that notification of release for Immediate production and shipment is received at the factory not later than 3 months from order receipt. If such release is received later than 3 months from order receipt date, prices will be Increased a straight 1 % (not compounded) for each one -month period (or part thereof) beyond the 3 month firm price period up to the dale of recelpt of such release. If such release is not received within a months after date of order receipt, the prices are subject to renegogallon, or at Company's option, the order will be cancelled. Any delay in shipment caused by Customer's actions will subject prices to increase equal to the percentage Increase In list prices during that period of delay and Company may charge Customer with incurred storage fees. 3. 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 crony 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. 4, 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 2884 Co orate Way Miramar FL 33025 Phone: 954 499-6900 Trans Turnkey Solution 02020 Tra re All rights reserved Page 3 Df 6 Turrfkey Project Proposal 311T1,y� TRANE"� err rr/Inp Sa, vices 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. S. 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 Fat -site storage facility and for all Work performed on -site or off-stte. reserves the right to add to any account outstanding for more than 30 days a service charge equal to 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (Including attorneys' fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested, Company will provide appropriate Iles waivers upon receipt of payment Customer agrees that, unless Customer makes payment In advance, Company will have a purchase money security Interest in all equipment from Company to secure payment In full of all amounts due Company and Its order for the equipment, logelher 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 (he equipment until all payments due Company have been made. 6. Time for Completion. Except to the extent otherwise expressly agreed in writing signed by an authorized representalive of company, all dates provided by Company or its representatives far commencement, progress or completion era estimates only. While Company shall use commercially reasonable efforts to meet such estimated dales, Company shall not be responsible far any damages for Its failure to do so. 7. 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 tothe Work slte' owner or tenant for the performance of the Work, including sufficient areas for staging, mobilization, and storage. Company's access to correct any emergency condition shall not be restricted. Customer grants to Company the right to remotely connect (via phone modem, Internet or other agreed upon means) to Customers building automation system (BAS) and or HVAC equipment to view, extract, or chemise collect and retain data from the GAS, HVAC equipment, or other building systems, and to diagnose and remotely make repairs at Customers request. a. Completion. Notwithstanding any other term or condlllon herein. when Company Informs Customer that the Work has been completed, Customer shall inspect the Work in the presence of Company's representative, and Customer shall either (a) accept [he Work in Its entirety in writing, or (b) accept the Work in part and specifically identify, in writing, any exception Items. Cuslomerageses to re -Inspect any and all excepted items as soon as Company Informs Customer that all such excepted Items have been completed. The initial acceptance inspection shall take place within ten (10) days from the dale when Company Informs Customer that the Work has been completed. Any subsequent re -inspection of excepted items shall take place within five(5)days(romthedale when Company informs Customer that the excepted Items have been completed. Customers failure to cooperate and compl eteany of said Inspections withl n the required time Jlmits shall when complete acceptance of the Work as of ten (10) days from date when Company informs Customer (hat (he Work, or the excepted Items, If applicable, has/have been completed. 9. Permits and Governmental Fees. Company shall secure (with Customers assistance) and pay for building and other petmils and governmental fees, licenses, and inspections necessary for proper performance and completion of the Work which are legally required when bids from Company's subcontractors are received, negotiations thereon concluded, or the effective 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 slmetures 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. 10. Utllltles During Construction. Customer shall provide without charge to Company all water, heat, and utilities required for performance of the Work. 11. Concealed or Unknown Conditions. In the performance of the Work, If Company encounters conditions at the Work site [hat are (1) subsurface or otherwise concealed physical condllions that differ malerm ly from those indicated on drawings expressly incorporated herein or (II) unknown physical conditions of an unusual nature that differ materially from those cantltttons ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work, Company shall notify Customer of such conditions Promptly, prior to significangy disturbing same. If such conditions differ materially and cause an increase In Company's cost of, or time required for, performance of any part of the Work, Company shall be entitled to, and Customer shall consent by Change Order to, an equitable adjustment in the Contract Price, contract time, or both. 12. 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 Involving Pre -Existing Conditions of building envelope issues, mechanical issues, plumbing Issues, and/or Indoor air quality issues Involving mold/mould and/or fungi. Company also Is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Company. 13. Asbestos and Hazardous Materials. Company's Work and other services in connection with this Agreement expressly excludes any Identification, abatement, cleanup, control, disposal, removal at other work connected with asbestos, polychlorinated biphenyl ("PCB), or other hazardous materials (hereinafter, collectively, 'Hazardous Materials"). Customerwarrants 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 allareas within which Company will be performing the Work. Should Company becomeaware ofor suspect the presence of Hazardous Materials, Company may immediately slop work In the affected area and shall notify Customer. Customer will be exclusively responsible for taking any and all action necessary to correct the condlllon In accordance with all applicable laws and regulellons. Customer shall be exclusively responsible far 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 (hereof arising out ofar 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 govemmental agency, or examine the Work site for the presence of Hazardous Materials. 14. Force Majeure. Company's duty to perform under this Agreement is contingent upon the non-occumence of an Event of Force MaJeure. If Company shall be unable to carry out any material obligation under this Agreement due to an Event of Force Majeure, thls Agreement shall at Company's election (i) remain in effect but Company's obligations shall be suspended until the uncontrollable event terminates or(11) be terminated upon 10 days notice to Customer, In which event Customer shall pay Company for all parts of the Work furnished to (he dale of termination. An "Event of Force Majeure" shell mean any cause or event beyond the control of Company. Without limiting the foregoing, "Event of Force MaJeure" Includes: acts of God; acts of terorism, war or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; pandemic insurrections; riots; Iabomabour 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, cerfificales orappravals if not caused by Company; and the requirements of any applicable government in any manner that diverts either the material or the finished product to the direct or Indirect benefit of the government. 16. Customer's "reach. Each of the following events or condllions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; or (2) any general assignment by Customer for the benefit of its creditors, or If Customer becomes bankrupt or insolvent or takes the benefit of any statute far 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 ssets or Interests of Customer; (3) Any representation orwarranty furnished by Cuslomef in this Agreement is false or misleading In any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to Company for all Work furnished to dale and all damages sustained by Company (Including lost profit and overhead). .l1Ar.,�'�` 16. Indema lty. To the fullest extent permitted by law, Company 5Nd°6nslerrRr shall indemnify, defend and hold harmless sash other from any and all claims, actions, costs, expenses, damages and liabilities, Including reasonable attorneys' fees, resulting from death or bodily Injury or damage (o real or tangible personal property, to the extent caused by the negligence or misconduct of their respective employees or other authorized agents in connection with their activities within the scope of this Agreement. �eleiwre-ae6�egeerexr¢eaaeo-eNiaeililiesle-iqe-ertesfaikibatebleiegraeeb-areraleeiexseFNreelhervpepy. I thein"Iegve*M1 The duty to Indemnify will continue in fullforce and effect notwithstanding the expiration or early termination hereof, with respect to any claims based on facts orcordIt1o1 that occurred prior to expkaflon or termination. 2884 Co orate Wa Miramar, Ft 33025 Phone: 954 499-6900 Trane TurnkeySolution 02020 hare All ri hfs reserved I Page 4 of 6 Turnkey Project Proposal 0 TRINE" Bu dh,9 S."ices 17. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION, LOST DATA, LOST REVENUE, LOST PROFITS, LOST DOLLAR SAVINGS, OR LOST ENERGY USE SAVINGS, EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHERTHE CAUSE OF ACTION IS FRAMED IN CONTRACT, NEGLIGENCE, ANY OTHERTORT, 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. 18. Patent Intlemnily. Company shall protect and indemnify Customer from and against all claims, damages, judgments and loss arising from Infringement or alleged Infringement of any United States patent by any of the goods manufactured by Company and delivered hereunder, provided that In the event of suit or threat of suit for patent infringement, Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against Infringement by reason of Customer's design of the entries or the use thereof in combination with other materials or in the operation of any process. In the event of litigation, Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section, all partles concerned shall be entitled to be represented by counsel at their own expense. 19. Limited Warranty. Company warrenls fora 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 labor4abour furnished is warranted to have been property performed (the "Limited Warranty'). Trans equlpmenlsold on an unlnstalled basis is wanentedinaccordancewffh Company's standard warranty for supplied equipment. Product manufactured by Company that includes required startup and Is sold In North America will not be warranted by Company unless Company performs the product start-up. Substantial completion shall be the earlier of the dale that the Work is suf clerltly 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 tleiecl or furnish replacement equipment (or, al its option, pans therefor) and, if said equipment was installed pursuant hereto, labor/labour associated with the replacement of parts or equipment not confirming to this Limited Warranty. Defects mull be reported to Company within the Warranty Period. Exclusions from this Limited Warranty Include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; Customer's failure to follow the Company -provided maintenance plan; refrigerant not supplied by Trans; and modifications made by others to Company's equipment. Company shall not be obligated to pay for the seat of lost refigerant. 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 than said liability shall be limited to the lesser of Company's seal to correct the defective Work and/or the purchase price of the equipment shown to be defective. Equipment, material and/or parts that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. THE WARRANTY AND LIABILITY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW ORIN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED REGARDING PREVENTION BY THE WORK, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE WORK OR ANY COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS. 20. Insurance. Company agrees to maintain the following insurance while the Work is being performed with limits not less than shown below and will, upon request from Customer, provide a Certificate of evidencing the following coverage: Commercial General Liability $2,000,000 per occurrence Automobile Liability $2.000,000 CSL Workers Compensation Statutory Limits If Customer has requested to be named as an additional insured under Companys 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. 21. Commencement of Statutory Limitation Pe led. Except as to warranty claims, as may be applicable, any applicable statutes of Inhibition for sale or failures to act shall commence to rum, 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. 22. 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 slate'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. Any action or suit arising must or related to this Agreement must be commenced within one year after the cause of action has accmed. To the extent the Work site is owned and/or operated by any agency of the Federal Government, determination of any substantive issue of law shall be according to the Federal common law of Government summers as ...notated 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 mended, 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 tenor condition of this Agreement is invalid, Illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect as long as the economic or legal substance of the transaction contemplated hereby Is not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of the Company. Subject to the foregoing, this Agreement shall be binding operand Inure to the benefit of Customer's peralfied successors and assigns. This Agreement maybe executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. 23. Equal Employment Opportunity/Affirmative Action Clause. Company Is a federal contractor that complies fully Am Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained In 41 C.F.R. Part 60-250 Executive Order 13496 and Section 29 CFR 471. appendix A to subpart A, regarding the notice of employee rights in the United States and with Canadian Charter of Rights and Freedume Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada. 24. U.S. Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all Items or services ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquleition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to "commercial° suppliers and that are contained In FAR 52.212-5(e)(1). Company complies with 52.219-8 or 52.219-91n its service and Installation contracting business. The following provision applies only to indirect sales by Company to the US Government. Asa Commercial Item Subcontractor, Company accepts only the fallowing mandatory flow down provisions In effect as of the sale 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 cantracl, Customer certifies that It has provided and will provide current, accurate, and complete Information, representations and cenifcagone to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, Including but not limited to all aspects of Its ownership, eligibility, and performance. Anything herein notwithstanding. Company will have no obligations to Customer unless and until Customer provide Company Wim a true, cortecl antl complete executed copy of the prime contract Upon request, Customer will provide copies to Company of all requested written communlsellons with any government official related to the prime contract pdor to or concurrent with the execution thereof, including but net 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. vides{hhilmitedyreimrotNrmvereigm iwwrariyas-taerq%arse@ee;claimsaeweait.araeuaeef-aetien(Aerate-P,etierybrexghFagemeMuclemefLy-GerHpeny-ea4erieiager-alleged-le-aAeeeuFaE-IkeJaralehlag%y-Gempeny of. 2884 CO rate Wa Miramar, FL 33025 Phone: 54 499-6900 Trane Turnkey Solution ©2020 Trane All d hfs reserved Page 5 of 6 Turnke Project Pro osal TAWE" � �r euilding Sari .. tN` 26. COVID-19 National Emergency Clause. The panics agree that they are entering into this Agreement while the nation is in the midst of a national emergency due to the Covid-19 pandemic ("Covid-19 Pandemic"). V011h, the conllnued existence of Covid-19 pandemic and the evolving guidelines and executive orders, it is difficult to determine the Impact of Covid-19 Pandemic on Trdne's performance under this Agreement. Consequently, the parties agree es follows: 1. Each party shall use commercially reasonable efforts to perform Its obligations under the Agreement and to meet the schedule and complegon dates, subject to provisions below; 2. Each party will abide by any federal, slate or local orders, directives, or advisories regarding the Covid-19 Pandemic with respect to Its performance of Its obligation under [his Agreement and each shall have the sale discretion in determining the appropriate and responsible actions such party shall undertake to so abide or to safeguard Its employees, subcontractors, agents and suppliers; 3. Each party shall use commercially reasonable efforts to keep the other party informed of pertinent updates or developments regarding Its obligations as the Covid-19 Pandemic situation evolves; and 4. If Trans's performance is delayed or suspended as a result of the Covid-19 Pandemic, Trane shall be entitled to an equitable adjustment to the project schedule and./or the contract price. 27, COVID-19 LIMITATION ON LIABILITY The transmission of COVID-19 may occur Ina variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have rat been tested for their effectiveness in reducing the spread of COVID-19, Including through the air Inclosed environments. IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO COVID-19 (INCLUCING THE SPREAD, TRANSMISSION OR CONTAMINATION THEREOF) (COLLECTIVELY, "COVID-19 LIABILITIES") AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH COVID-19 LIABILITIES. NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, "CONTAMINANTS"), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. 1-26.251-10(1019) Supersedes l-26.251-10(0315) 2884 CD orate Way Miramar, FL 33025 Phone: 954 499-6900 1 Trane Turnkey Solution 102020 Trane All fights reserved Page 6 of 6 Tumke Protect Proposal j4l( b/11 N� Termination: Either party may terminate the Agreement without cause at any time upon thirty (30) calendar days prior written notice to the other party. Scrutinized Companies Termination: The County may immediately terminate the Contract without cause at any time upon ascertaining that pursuant to § 287.135, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any time thereafter, the company: (1) is on the Scrutinized Companies that Boycott Israel List, created pursuant to § 215.4725, Florida Statutes, or is engaged in a boycott of Israel; (2) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to § 215.473, Florida Statutes; or (3) is engaged in business operations in Cuba or Syria. Furthermore, the County may immediately terminate the Contract if it is determined that the company submitted a false certification stating that it was not (1) on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel; (2) was not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (3) or was not engaged in business operations in Cuba or Syria when in fact the company was engaged in such activities at the time of the bid or proposal, or at the time of entering into or renewing the Contract. Public Records: The Company shall allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Company in conjunction with this Contract. Specifically, the Company shall: (a) Keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in state law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the County all public records in possession of the Company upon termination ofthe contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the County in a format that is compatible with the information technology system of the County. IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (772)462-1441, BellamVS@stlucieco.org, COUNTY ATTORNEY'S OFFICE 2300 VIRGINIA AVENUE, FORT PIERCE, FL 34982 INTERPRETATION: VENUE: This Contract Constitutes the entire agreement between the parties With respect to the subject matter hereof and supersedes all prior verbal or written agreements between the parties with respect thereto. This Contract may only be amended by written document, properly authorized, executed and delivered by both parties hereto. This Contract shall be interpreted as a whole unit and section headings are for convenience only. All interpretations shall be governed by the laws of the State of Florida. In the event it is necessary for either party to initiate legal action regarding this Contract, venue shall be exclusively in the Nineteenth Judicial Circuit for St. Lucie County, Florida, for claims under state law and the Southern District of Florida for any claims which are justiciable in federal court. E-VERIFY/ VERIFICATION OF EMPLOYMENT STATUS Effective January 1, 2021, As required by Section 448.095(2)(a), the Contractor and subcontractor shall register with and use the E-Verify System to verify the work authorization status of all newly hired employees. The County, Contractor, or subcontractor may not enter into a Contract unless each party to the Contract registers with and uses the E-Verify System. The Contractor shall provide documentation of their compliance of this requirement to the County upon request. Ifthe Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an authorized alien. The Contractor shall maintain a copy of such affidavit for the duration of this Contract. The County will not intentionally award contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions of the Immigration and Nationality Act ("INA"). The County shall consider the employment by the Contractor of unauthorized aliens a violation of 8 U.S.C. Section 1324a(e) [Section 274A(e) of the INA]. The Contractor agrees that such violation by the Contractor shall be grounds for the unilateral cancellation ofthis Contract by the County.