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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
<br />governmental agency, or examine the Work site for the presence of Hazardous Materials.
<br />14. 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 effect
<br />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
<br />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
<br />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;
<br />tornado; storm; fire; civil disobedience; pandemic insurrections; riots; labor/labour disputes; labor/labour or material shortages; sabotage; restraint by court order or
<br />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,
<br />licenses, certificates or approvals if not caused by Company; and the requirements of any applicable government in any manner that diverts either the material or
<br />the finished product to the direct or indirect benefit of the government,.
<br />15. Customer's Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election
<br />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
<br />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
<br />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
<br />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
<br />representation or warranty furnished by Customer in this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to
<br />perform or comply with any material provision of this Agreement. Customer shall be liable to Company for all Work furnished to date and all damages sustained by
<br />Company (including lost profit and overhead)
<br />16. Indemnity. To the fullest extent permitted by law, Company and Customer shall indemnify, defend and hold harmless each other from any and all claims,
<br />actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to real or tangible personal
<br />property, to the extent caused by the negligence or misconduct oftheir respective employees or other authorized agents in connection with their activities within the
<br />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
<br />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
<br />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
<br />termination,
<br />17. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL,
<br />INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTION,
<br />LOST DATA, LOST REVENUE, LOST PROFITS, LOST DOLLAR SAVINGS, OR LOST ENERGY USE SAVINGS, EVEN IF A PARTY HAS BEEN ADVISED
<br />OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS
<br />FRAMED IN CONTRACT, NEGLIGENCE, ANY OTHER TORT, WARRANTY, STRICT LIABILITY, OR PRODUCT LIABILITY). In no event will Company's
<br />liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by
<br />Customer under this Agreement.
<br />18. Patent Indemnity. Company shall protect and indemnify Customer from and against all claims, damages, judgments and loss arising from infringement or
<br />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
<br />threat of suit for patent infringement, Company shall promptly be notified and given full opportunity to negotiate a settlement. Company does not warrant against
<br />infringement by reason of Customer's design of the articles or the use thereof in combination with other materials or in the operation of any process. In the event
<br />of litigation, Customer agrees to reasonably cooperate with Company. In connection with any proceeding under the provisions of this Section, all parties concerned
<br />shall be entitled to be represented by counsel at their own expense,
<br />19. Limited Warranty. Company warrants for a period of 12 months from the date of substantial completion ("Warranty Period") commercial equipment
<br />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
<br />properly performed (the "Limited Warranty"), Product manufactured by Company that includes required startup and is sold in North America will not be
<br />warranted by Company unless Company performs the product start-up. Substantial completion shall be the earlier of the date that the Work is sufficiently
<br />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
<br />Warranty Period, Company will correct the defect or furnish replacement equipment (or, at its option, parts therefor) and, if said equipment was installed pursuant
<br />hereto, labor/labour associated with the replacement of parts or equipment not conforming to this Limited Warranty. Defects must be reported to Company within
<br />the Warranty Period. Exclusions from this Limited Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; Customer's
<br />failure to follow the Company -provided maintenance plan; refrigerant not supplied by Trane; and modifications made by others to Company's equipment. Company
<br />shall not be obligated to pay for the cost of lost refrigerant. Notwithstanding the foregoing, all warranties provided herein terminate upon termination or
<br />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
<br />to the lesser of Company's cost to correct the defective Work and/or the purchase price of the equipment shown to be defective. Equipment, material and/or parts
<br />that are not manufactured by Company are not warranted by Company and have such warranties as may be extended by the respective manufacturer. Trane
<br />equipment sold on an uninstalled basis is warranted in accordance with Company's standard warranty for supplied equipment, THE WARRANTY AND LIABILITY
<br />SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE,
<br />EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br />PURPOSE AND/OR OTHERS ARISING FROM COURSE OF DEALING OR TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY
<br />EXPRESS OR IMPLIED REGARDING PREVENTION BY THE WORK, OR ANY COMPONENT THEREOF, OF MOLD/MOULD, FUNGUS, BACTERIA,
<br />MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE WORK OR ANY COMPONENT
<br />THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH OF SUCH MATERIALS.
<br />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
<br />request from Customer, provide a Certificate 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 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
<br />additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive its right of subrogation,
<br />21. Commencement of Statutory Limitation Period. Except as to warranty claims, as may be applicable, any applicable statutes of limitation for acts or failures
<br />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
<br />date that Company or its subcontractors physically performed work on the project site.
<br />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
<br />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
<br />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
<br />competent jurisdiction located in the state or province in which the Work is 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 has accrued. To the extent the Work site is owned and/or operated by any agency of the Federal Government,
<br />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
<br />bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the
<br />parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be
<br />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
<br />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
<br />condillons 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
<br />not affected in a manner adverse to any party hereto. Customer slay not assign„ transfer, or convey this Agreement„ or any part hereof, or its right title or interest
<br />herein, without the written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inurelo the benefit of Customer's permitted
<br />successors and assigns. This Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original„ but all
<br />together shall constitute but one and the same Agreement A fully executed facsimile copy hereof or the several counterparts shall suffice as an original.
<br />2,3. Equal Employment Opportunity/Affirmative Action Clause. Company is a federal contractor that complies frilly with Executive Order 11246, as amended,.
<br />and the applicable regulalions contained in 41 C,F.R. hafts 60-1 through 60-60, 29 U.S,C. Section 793 and the applicable regulations contained In 41 C.F R, Part
<br />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
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