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Ross Annex M11
<br />Scheduled Service Agreement
<br />Ims E
<br />Building Services
<br />employees, agents and subcontractors) from and against any loss, claim, liability, fees, penalties, injury (including death) or liability of any nature, and the
<br />payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Company Company shall be
<br />required to resume performance only in the absence of Hazardous Materials or when the affected area has been rendered harmless. In no event shall Company
<br />be obligated to transport or handle Hazardous Materials, provide any notices to any governmental agency, or examine the premises site for the presence of
<br />Hazardous Materials.
<br />14. Insurance. Company agrees to maintain the following insurance during the term of this Agreement with limits not less than shown below and will, upon
<br />request from Customer, provide a Cedificate of evidencing the following coverage,
<br />Commercial General Liability $2,000,000 per occurrence
<br />Automobile Liability $2,000,000 CSL
<br />Workers Compensation Statutory Limits
<br />If Customer hes requested to be named as an additional Insured under Company's Insurance policy, Company will do so but only subject to Company's
<br />manuscript additional insured endorsement under its primary Commercial General Liability policies. In no event does Companywaive its right of subrogatlon.
<br />15, 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
<br />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
<br />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
<br />event Customer shall pay Company for all parts of the Services and Additional Work furnished to the date of termination. An "Event of Force Majeure" shall
<br />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
<br />or the public enemy; flood, earthquake; lightning; tornado; storm; fire; civil disobedience; pandemic; Insurrections; hots; labor/labour disputes; labor/labour or
<br />material shortages from the usual sources of supply; sabotage; restraint by court order or public authority (whether valid or invalid), and action or non -action by
<br />or Inability to obtain or keep In farce the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by Company; and the
<br />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
<br />government.
<br />16. Services Other Than Solely Scheduled Service. If Company's services hereunder are not limited solely to Scheduled Service, the following provisions
<br />shall also apply (a) Required restoration shall be performed by Customer at its cost prior to Company being obligated to perform hereunder (b) any changes,
<br />adjustments, service or repairs made to the Equipment by any party other than Company, unless approved by Company in writing, may, at Company's option,
<br />terminate Company's obligation to render further service to the Equipment so affected; in such case no refund of any portion of the Service Fee shall be made;
<br />and (c) Customer shall (1) promptly notify Company of any unusual performance of Equipment; (it) permit only Company personnel to repair or adjust Equipment
<br />and/or controls during the Term or a Renewal Term; and (iii) utilize qualified personnel to properly operate the Equipment in accordance with the applicable
<br />operating manuals and recommended procedures.
<br />17. General. Except as provided below, to the maximum extent provided by law, this Agreement is made and shall be interpreted and enforced in accordance
<br />With the laws of the state or province In which Company performs, without regard to choice of law principles which might otherwise call for the application of a
<br />different state'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
<br />competent jurisdiction located in the state or province in which the Services are performed. Any action or suit arising out of or related to this Agreement must be
<br />commenced within one year after the cause of action hes accrued. To the extent the premises are owned and/or operated by any agency of the Federal
<br />Government, determination of any substantive Issue of law shall be according to the Federal common law of Government contracts as enunciated and applied
<br />by Federal judicial bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and
<br />understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof.
<br />Except as provided for Service Fee adjustments, this Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto.
<br />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
<br />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 farce and effect
<br />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
<br />assign, transfer, or convey this Agreement, or any pad hereof, without the written consent of Company. Subject to the foregoing, this Agreement shall bind and
<br />Inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may be executed in several counterparts, each of which
<br />when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement Afully executed facsimile copy hereof or the
<br />several counterparts shall suffice as an original.
<br />18. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies fully with Executive Order 11246, as amended,
<br />and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 00-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R.
<br />Fart 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Pan 60-250; in the United States and with Canadian Charter of
<br />Rights and Freedoms Schedule B to the Canada Act 1982 (U.K.) 1982, c. 11 and applicable Provincial Human Rights Codes and employment law in Canada.
<br />19. U.S. Government Services.
<br />The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that all Items or services ordered and
<br />delivered under this Agreement are Commercial Items as defined under Pan 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be
<br />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
<br />52.219-8 or 52.219-9 In Its service and Installation contracting business.
<br />The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only
<br />the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the Services are in connection win a U.S.
<br />Government contract, Customer certifies that It has provided and will provide current, accurate, and complete information, representations and certifications to
<br />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
<br />contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations
<br />to Customer unless and until Customer provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will
<br />provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the
<br />execution thereof, Including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer
<br />will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the
<br />Services that are the subject of the Proposal or this Agreement, otherthan the Proposal or this Agreement.
<br />1-26.130-7 (1012)
<br />Supersedes 1-26.130-7 (1011)
<br />©2014 Trane All rights reserved Page 7 of 7 Scheduled Service Agreement
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