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6"J. - Page 78 of 86
<br />3 1 RANE
<br />Page 3 of 41 AC REPLACEMENT - L20 -0215b
<br />''- r -A NME
<br />PACIFIC COAST TRANE SERVICE
<br />TERMS AND CONDITIONS FOR INSTALLATION
<br />1. Acceptance. A proposal made upon these terms is subject to acceptance within
<br />thirty days from date and the prices are subject to change without notice prior to
<br />acceptance by Customer If Customer's order is an acceptance of a written proposal,
<br />on a form provided by Pacific Coast Trane Service, without the addition of any other
<br />terms and conditions of sale or any other modification, this document shall be treated
<br />solely as an acknowledgment of such order, subject to credit approval. If Customer's
<br />order is expressly conditioned upon Pacific Coast Trane Service's acceptance or
<br />assent to terms other than those expressed herein, return of such order by Pacific
<br />Coast Trane Service with these terms and conditions attached serves as notice of
<br />objection to Customer's terms and a counter-offer to provide Work in accordance
<br />with scope and terms of the original proposal If Customer does not rejector object
<br />within ten days, Pacific Coast Trane Service's counter-offer will be deemed accepted.
<br />If Customer permits or accepts performance, Pacific Coast Trane Service's terms will
<br />be deemed accepted. Customer's acceptance of goods and/or Work by Pacific
<br />Coast Trane Service will in any event constitute an acceptance by Customer of these
<br />terms and conditions.
<br />2. Contract Price & Taxes. The Contract Price includes standard ground
<br />transportation and, if required by law, all sales, consumer, use and similar taxes
<br />legally enacted as of the date hereof only for equipment and material installed by
<br />Pacific Coast Trane Service. Equipment sold on an uninstalled basis and any taxable
<br />labor does not include sales tax and taxes will be added. Prices stated are firm
<br />provided that notification of release for immediate production and shipment is
<br />received at the factory not later than five months from order receipt If such release
<br />is received later than five months from order receipt date, but within eight months of
<br />order receipt date, prices will be increased a straight 1 % (not compounded) for each
<br />one-month period (or part thereof) beyond the five-month firm price period up to the
<br />date of receipt of such release. If such release is not received within eight months
<br />after date of order receipt, the prices are subject to renegotiation, or at Pacific Coast
<br />Trane Service's option, the order will be cancelled. If for any reason Customer delays
<br />shipment after release, prices are subject to increase as stated herein.
<br />3. Exclusions from Work. Pacific Coast Trane Service's obligation is limited to the
<br />Work as defined and does not include any modifications to the Work site under the
<br />Americans With Disabilities Actor any other law or building code(s). In no event shall
<br />Pacific Coast Trane Service be required to perform work Pacific Coast Trane Service
<br />reasonably believes is outside of the defined Work without a written change order
<br />signed by Customer and Pacific Coast Trane Service.
<br />4. Construction Procedures. Pacific Coast Trane Service shall supervise and
<br />direct the Work using its best skill and attention and have exclusive control over
<br />construction means, methods, techniques, sequences and procedures
<br />5. Payment Terms. Customer shall pay Pack Coast Trane Service's invoices
<br />within net thirty (30) days of invoice date. Pacific Coast Trane Service may invoice
<br />Customerfor all equipment or material furnished, whether delivered to the installation
<br />site or to an off-site storage facility and for all work performed on-site or off-site. No
<br />retention shall be withheld from any payments except as expressly agreed in writing
<br />by Pacific Coast Trane Service, in which case retention shall be reduced per the
<br />contract documents and released no later than the date of substantial completion.
<br />Under no circumstances shall any retention be withheld for the equipment portion of
<br />the order. If payment is not received as required, Pacific Coast Trane Service may
<br />suspend performance and the time for completion shall be extended for a reasonable
<br />period of time not less than the period of suspension Customer shall be liable to
<br />Pacific Coast Trane Service for all reasonable shutdown, standby and start-up costs
<br />as a result of the suspension. Pacific Coast Trane Service reserves the right to add
<br />to any account outstanding for more than 30 days a service charge equal to the
<br />lesser of the maximum allowable legal interest rate or 1.5% of the principal amount
<br />due at the end of each month Customer shall pay all costs (including attorneys' fees)
<br />incurred by Pacific Coast Trane Service in attempting to collect amounts due and
<br />otherwise enforcing these terms and conditions.
<br />6. Time for Completion. Except to the extent otherwise expressly agreed in writing
<br />signed by an authorized representative of Pacific Coast Trane Service, all dates
<br />provided by Pacific Coast Trane Service or its representatives for commencement,
<br />progress or completion are estimates only. While Pacific Coast Trane Service shall
<br />use commercially reasonable efforts to meet such estimated dates, Pacific Coast
<br />Trane Service shall not be responsible for any damages for its failure to do so.
<br />7. Access. Pacific Coast Trane Service and Its subcontractors shall be provided
<br />access to the Work site during regular business hours, or such other hours as may
<br />be requested by Pacific Coast Trane Service and acceptable to the Work site' owner
<br />or tenant for the performance of the Work, including sufficient areas for staging,
<br />mobilization, and storage. Pacific Coast Trane Service's access to correct any
<br />emergency condition shall not be restricted
<br />Attachment C
<br />8. Permits and Governmental Fees. Pacific Coast Trane Service shall secure (with
<br />Customer's assistance) and pay for building and other permits and governmental
<br />fees, licenses, and inspections necessary for proper performance and completion of
<br />the Work, which are legally required when bids from Pacific Coast Trane Service's
<br />subcontractors are received, negotiations thereon concluded, or the effective date of
<br />a relevant Change Order, whichever is later, Customer is responsible for necessary
<br />approvals, easements, assessments and charges for construction, use or occupancy
<br />of permanent structures or for permanent changes to existing facilities.
<br />9. Utilities During Construction. Customer shall provide without charge to Pacific
<br />Coast Trane Service all water, heat, and utilities required for performance of the
<br />Work.
<br />10. Concealed or Unknown Conditions. In the performance of the Work, if Pacific
<br />Coast Trane Service encounters conditions at the Work site that are (i) subsurface
<br />or otherwise concealed physical conditions that differ materially from those indicated
<br />on drawings expressly incorporated herein or (ii) unknown physical conditions of an
<br />unusual nature that differ materially from those conditions ordinarily found to exist
<br />and generally recognized as inherent in construction activities of the type and
<br />character as the Work, Pacific Coast Trane Service shall notify Customer of such
<br />conditions promptly, prior to significantly disturbing same. If such conditions differ
<br />materially and cause an increase in Pacific Coast Trane Service's cost of, or time
<br />required for, performance of any part of the Work, Pacific Coast Trane Service shall
<br />be entitled to, and Customer shall consent by Change Order to, an equitable
<br />adjustment in the Contract Price, contract time, or both.
<br />11. Pre -Existing Conditions. Pacific Coast Trane Service is not liable for any
<br />claims, damages, losses, or expenses, arising from or related to conditions that
<br />existed in, on, or upon the premises before the Commencement Date of this
<br />Agreement ("Pre -Existing Conditions"), including, without limitation, damages,
<br />losses, or expenses involving Pre -Existing Conditions of building envelope issues,
<br />mechanical issues, plumbing issues, and/or indoor air quality issues involving mold
<br />and/or fungi. Pacific Coast Trane Service also is not liable for any claims, damages,
<br />losses, or expenses, arising from or related to work done by or services provided by
<br />individuals or entities that are not employed by or hired by Pacific Coast Trane
<br />Service.
<br />12. Asbestos and Hazardous Materials. Pacific Coast Trane Service's Work and
<br />other services in connection with this Agreement expressly excludes any
<br />identification, abatement, cleanup, control, disposal, removal or other work
<br />connected with asbestos, polychlorinated biphenyl ("PCB"), or other hazardous
<br />materials (hereinafter, collectively, "Hazardous Materials"). Customer warrants and
<br />represents that, except as set forth in a writing signed by Pacific Coast Trane Service,
<br />there are no Hazardous Materials on the Work site that will in any way affect Pacific
<br />Coast Trane Service's Work and Customer has disclosed to Pacific Coast Trane
<br />Service the existence and location of any Hazardous Materials in all areas within
<br />which Pacific Coast Trane Service will be performing the Work. Should Pacific Coast
<br />Trane Service become aware of or suspect the presence of Hazardous Materials,
<br />Pacific Coast Trane Service may immediately stop work in the affected area and shall
<br />notify Customer Customer will be responsible for taking any and all action neces-
<br />sary to correct the condition in accordance with all applicable laws and regulations.
<br />Customer shall be exclusively responsible for any claims, including the payment
<br />thereof, arising out of or relating to any Hazardous Materials on or about the Work
<br />site, not brought onto the Work site by Pacific Coast Trane Service. Pacific Coast
<br />Trane Service shall be required to resume performance of the Work in the affected
<br />area only in the absence of Hazardous Materials or when the affected area has been
<br />rendered harmless. In no event shall Pacific Coast Trane Service be obligated to
<br />transport or handle Hazardous Materials, provide any notices to any governmental
<br />agency, or examine the Work site for the presence of Hazardous Materials.
<br />13. Force Majeure. If Pacific Coast Trane Service shall be unable to carry out any
<br />material obligation under this Agreement due to an Event of Force Majeure, this
<br />Agreement shall at Pacific Coast Trane Service's election (i) remain in effect but
<br />Pacific Coast Trane Service's obligations shall be suspended until the uncontrollable
<br />event terminates or (ii) be terminated upon ten (10) days notice to Customer, in which
<br />event Customer shall pay Pacific Coast Trane Service for all parts of the Work
<br />furnished to the date of termination. An "Event of Force Majeure" shall mean any
<br />cause or event beyond the control of Pacific Coast Trane Service. Without limiting
<br />the foregoing, "Event of Force Majeure" includes: acts of God; acts of terrorism, war
<br />or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience;
<br />pandemic insurrections; riots; labor disputes; labor or material shortages; sabotage;
<br />restraint by court order or public authority (whether valid or invalid), and action or
<br />non -action by or inability to obtain or keep in force the necessary governmental
<br />authorizations, permits, licenses, certificates or approvals if not caused by Pacific
<br />Coast Trane Service.
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