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Ross Annex M11
<br />Scheduled Service Agreement
<br />02 E,.
<br />sullirl Services
<br />"Company" shall mean Trane U.S. Inc, dba Trans.
<br />1. Acceptance, These terms and conditions are an integral part of Company's offer and form the basis of any agreement (the "AgreemenP') resulting from
<br />Company's proposal (the "Proposal") for the services (the "Services") on equipment (the "Covered Equipment") listed in the Proposal and Additional Work, if any.
<br />COMPANY'S TERMS AND CONDITIONS ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal Is subject to acceptance In writing by the
<br />party to whom this offer Is made or an authorized agent ("Customer") delivered to Company within 30 days from the date of the Proposal. If Customer accepts
<br />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
<br />acceptance of the Proposal subject to Company's terms and conditions. If Customer's order is expressly conditioned upon the Company's acceptance or assent
<br />to terms and/or conditions other than those expressed herein, return of such order by Company with Company's terms and conditions attached or referenced
<br />serves as Company's notice of objection to Customer's terms and as Company's counter-offer to perform In accordance with the Proposal and Company terms
<br />and conditions. If Customer does not reject or object in writing to Company within 10 days, the Company's counter-offer will be deemed accepted. Customer's
<br />acceptance of performance by Company will in any event constitute an acceptance by Customer of Company's terms and conditions. This Agreement is subject
<br />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
<br />conditions with Customer, If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability, other than
<br />Customer's obligation to pay for Services and Additional Work provided by Company to the date of cancellation.
<br />2, Service Fees and Taxes. Fees for the Services (the "Service Feels)") shall be as set forth in the Proposal. The Service Fee also Includes the price for any
<br />Additional Work specified in the Proposal. Except as otherwise provided in the Proposal, the fees are based on performance during regular business hours.
<br />Fees for performance outside Company's normal business hours shall be billed separately according to then prevailing overtime or emergency labor/labour
<br />rates. In addition to the stated Service Fee, Customer shall pay all taxes not legally required to be paid by Company or, alternatively, shall provide Company with
<br />an acceptable tax exemption certificate.
<br />3. Term, Renewal, and Cancellation. The "Term" of this Agreement shall be as stated in the Proposal. Thereafter, unless earlier terminated, this Agreement
<br />shall be automatically renewed for succeeding 12 month terms (each a "Renewal Term"), subject to the Renewal Pricing Adjustment section herein, upon
<br />Company's delivery to Customer of a service renewal letter at lead 45 days in advance of the scheduled expiration date and Customer's failure to notify
<br />Company in writing no later than 30 days prior to the scheduled expiration date that the Agreement shall not be renewed. This Agreement may be cancelled
<br />upon the written notice of either party to the other (for any reason or no reason) no later than 30 days prior to the scheduled expiration date; provided, however,
<br />that, in the event of a cancellation by Customer, Customer shall pay to Company the balance of the Service Fee applicable to the then current 12 month period
<br />of the Term 0r the Renewal Term.
<br />4. Renewal Pricing Adjustment. The Service Fee for an impending Renewal Term shall be then current Service Fee (defined as the Service Fee for the initial
<br />Term or Renewal Term immediately preceding the Impending Renewal Term less the price of any Additional Work that is not recurring) adjusted by the following:
<br />(a) increase and/or decrease for additions and/or deletions to Scope of Services; (b) 25% of the Current Service Fee shall be adjusted based upon the calendar
<br />year change in the (i) U.S. Bureau of Labor Statistics Producer Price Index for selected commodity groupings (Metals and Metal Products) for Services
<br />performed in the United Slates; or (ii) Statistics Canada Industrial Producer Price Index, Goods (Raw Material Price Indexes) for Services performed in Canada;
<br />(e) 65% of the Current Service Fee shall be adjusted based upon the change to cost of Iabonlabour; and (d) 10% of the Service Fee shall be adjusted based
<br />upon changes to Company services overhead costs, which include but are not limited to the cost of fuel, truck leasing, and office -related overhead factors. The
<br />Service Fee for an impending Renewal Term shall be set forth in the service renewal letter furnished to Customer
<br />S. Payment. Payment is due upon receipt of Company's Invoice. The Service Fee shall be paid no less frequently than quarterly and in advance of performance
<br />of the Services. 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
<br />allowable legal Interest rate or 1.5% of the principal amount due at the end of each month. Without liability to Company, Company may discontinue performance
<br />whenever payment is overdue. Customer shall pay all costs (including attorneys' fees) incurred by Company in attempting to collect amounts due or otherwise
<br />enforcing these terms and conditions.
<br />6. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of
<br />remedies, to terminate this Agreement or suspend performance by delivery of written notice declaring termination, upon which event Customer shall be liable to
<br />the Company for all Services and Additional Work furnished to dale and all damages sustained by Company (Including lost profit and overhead): (1) Any failure
<br />by Customer to pay amounts when; or (2) any general assignment by Customer for the benefit of Its creditors, or if Customer becomes bankrupt or insolvent or
<br />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
<br />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
<br />assets or interests of Customer; (3) Any representation or warranty furnished by Customer in connection with this Agreement is false or misleading In any
<br />material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement.
<br />7. Performance. Company shall perform the Services and any Additional Work in accordance with industry standards generally applicable in the area under
<br />similar circumstances as of the time Company performs the Services. Company may refuse to perform where working conditions could endanger property or put
<br />at risk the safety of people. Unless otherwise agreed to by Customer and Company, at Customer's expense and before the Services or and Additional Work
<br />begin, Customer will provide any necessary access platforms, catwalks to safely perform the Services in compliance with OSHA or stale industrial safety
<br />regulations. This Agreement presupposes that all major pieces of Covered Equipment are in proper operating condition as of the date hereof. Services furnished
<br />are premised on the Covered Equipment being in a maintainable condition. In no event shall Company have any obligation to replace Covered Equipment that Is
<br />no longer maintainable. During the first 30 days of this Agreement, or upon Initial Inspection, and/or upon seasonal start-up (If included in the Services), if an
<br />Inspection by Company of Covered Equipment indicates repairs or replacement is required, Company will provide a written quotation for such repairs or
<br />replacement. If Customer does not authorize such repairs or replacement, Company may remove the unacceptable equipment from the Covered Equipment and
<br />adjust the Service Fee accordingly. During the Term or a Renewal Term, Company may elect to install/attach to Customer equipment or provide portable devices
<br />(hardware and/or software) for execution of control or diagnostic procedures. Such devices shall remain the personal proprietary property of Company and in no
<br />event shall became a fixture of Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other
<br />intellectual or proprietary rights to devices used In connection with the Services on Customer equipment. Company reserves the right to remove such devices at
<br />its discretion.
<br />S. Customer Obligations. Customer shall: (a) Provide Company reasonable and safe access to the Covered Equipment and areas where Company is to
<br />perform; (b) Fallow manufacturer recommendations concerning teardown and Internal Inspection, major overhaul, restoration or refurbishing of the Covered
<br />Equipment; unless expressly stated In the Scope of Services statement, Company Is not performing any manufacturer recommended teardown and Internal
<br />inspection, major overhaul, restoration or refurbishing of the Covered Equipment; Company shall not be responsible to perform any subsequent repairs to the
<br />Trane All rights reserved Page 5 of 7 Scheduled Service Agreement
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