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<br />Page 4 of 4 / AC REPLACEMENT - L20 -0215b
<br />MWE PACIFIC COAST TRANE SERVICE
<br />TERMS AND CONDITIONS FOR INSTALLATION
<br />14. Customer's Breach. Each of the following events or conditions shall constitute
<br />a breach by Customer and shall give Pacific Coast Trane Service the right, without
<br />an election of remedies, to terminate this Agreement by delivery of written notice
<br />declaring termination, upon which event Customer shall be liable to Pacific Coast
<br />Trane Service for all Work furnished to date and all damages sustained by Pacific
<br />Coast Trane Service (including lost profit and overhead): (1) Any failure by Customer
<br />to pay amounts due more than thirty (30) days after the date of the invoice therefore;
<br />or (2) Any failure by Customer to perform or comply with any material provision of
<br />this Agreement
<br />15. Indemnification. Pacific Coast Trane Service and Customer shall indemnify and
<br />hold each other harmless from any and all claims, actions, costs, expenses,
<br />damages and liabilities, including reasonable attomeys' fees, resulting from death or
<br />bodily injury or damage to real or tangible personal property, to the extent caused by
<br />the negligence or misconduct of their respective employees or other authorized
<br />agents in connection with their activities within the scope of this Agreement. Neither
<br />party shall indemnify the other against claims, damages, expenses or liabilities to the
<br />extent attributable to the negligence or misconduct of the other party. If the parties
<br />are both at fault, the obligation to indemnify shall be proportional to their relative fault
<br />The duty to indemnify will continue in full force and effect, notwithstanding the
<br />expiration or early termination hereof, with respect to any claims based on facts or
<br />conditions that occurred prior to expiration or termination.
<br />16. Limitation of Liability. NOTWITHSTANDING ANY PROVISION TO THE
<br />CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
<br />SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION
<br />LOST REVENUE OR PROFITS), OR PUNITIVE DAMAGES. IN NO EVENT SHALL
<br />PACIFIC COAST TRANE SERVICE BE LIABLE FOR ANY DAMAGES (WHETHER
<br />DIRECT OR INDIRECT) RESULTING FROM MOLD, FUNGUS, BACTERIA,
<br />MICROBIAL GROWTH, OR OTHER CONTAMINATES OR AIRBORNE
<br />BIOLOGICAL AGENTS.
<br />17. Workmanship and Equipment Warranty. Pacific Coast Trane Service warrants
<br />that, for a period of one year from the date of substantial completion (the "Warranty
<br />Period"), Pacific Coast Trane Service equipment installed hereunder and Work (i)
<br />shall be free from defects in material, manufacture, and workmanship and (ii) shall
<br />have the capacities and ratings set forth in Pacific Coast Trane Service's catalogs
<br />and bulletins; substantial completion shall be the earlier of the date that the Work is
<br />sufficiently complete so that Customer can utilize the Work for its intended use or the
<br />date that Customer receives beneficial use of the Work. If such defect is discovered
<br />within the Warranty Period, Pacific Coast Trane Service will correct the defect or
<br />furnish replacement equipment (or, at its option, parts therefore) and, if said
<br />equipment was installed pursuant hereto, labor associated with the replacement of
<br />parts or equipment not conforming to this warranty. No liability whatsoever shall
<br />attach to Pacific Coast Trane Service until said equipment and Work have been paid
<br />for in full and then said liability shall be limited to Pacific Coast Trane Service's cost
<br />to correct the defective Work and/or the purchase price of the equipment shown to
<br />be defective Equipment and/or parts that are not manufactured by Pacific Coast
<br />Trane Service are not warranted by Pack Coast Trane Service and have such
<br />warranties as may be extended by the respective manufacturer. Pacific Coast Trane
<br />Service's warranties expressly exclude any remedy for damage or defect caused by
<br />corrosion, erosion, or deterioration, abuse, modifications or repairs not performed by
<br />Pacific Coast Trane Service, improper operation, or normal wear and tear under
<br />normal usage. Pacific Coast Trane Service shall not be obligated to pay for the cost
<br />of lost refrigerant. Pacific Coast Trane Service equipment sold on a supply basis is
<br />warranted in accordance with Pacific Coast Trane Service's standard warranty for
<br />supplied equipment. THE WARRANTY AND LIABILITY SET FORTH IN THIS
<br />SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,
<br />WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW
<br />OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR
<br />WARRANTY IS MADE REGARDING PREVENTION BY THE SCOPE OF
<br />SERVICES, OR ANY COMPONENT THEREOF, OF MOLD, FUNGUS, BACTERIA,
<br />MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. PACIFIC COAST
<br />TRANE SERVICE SPECIFICALLY DISCLAIMS ANY LIABILITY IF THE SCOPE
<br />OF SERVICES OR ANY COMPONENT THEREOF IS USED TO PREVENT OR
<br />INHIBIT THE GROWTH OF SUCH MATERIALS.
<br />Attachment C
<br />18. Insurance. Upon request, Pacific Coast Trane Service will furnish evidence of
<br />its standard insurance coverage. If Customer has requested to be named as an
<br />additional insured under Pacific Coast Trane Service's insurance policy, Pacific
<br />Coast Trane Service will do so but only to the extent of Pacific Coast Trane Service's
<br />indemnity assumed under the indemnity provision contained herein. Pacific Coast
<br />Trane Service does not waive any rights of subrogation.
<br />19. Applicable Law. Except as provided below, this Agreement is made and shall
<br />be interpreted and enforced in accordance with the laws of the state in which the
<br />Work is performed. Any dispute arising under or relating to this Agreement which is
<br />not disposed of by agreement shall be decided by litigation in a court of competent
<br />jurisdiction located in the state in which the Work is performed. To the extent the
<br />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
<br />common law of Government contracts as enunciated and applied by Federal judicial
<br />bodies and boards of contract appeals of the Federal Government, provided,
<br />however, that if there is no applicable Federal Government contract law, this
<br />Agreement shall be governed, construed, interpreted and enforced in accordance
<br />with the governing law as set out in the contract with Pacific Coast Trane Service's
<br />Customer.
<br />20. Assignment Customer may not assign, transfer, or convey this Agreement, or
<br />any part hereof, or its right, title or interest herein, without the written consent of
<br />Pacific Coast Trane Service. This Agreement shall be binding upon and inure to the
<br />benefit of Customer's permitted successors and assigns.
<br />21. Complete Agreement. This Agreement constitutes the entire Agreement
<br />between both parties. This Agreement may not be amended, modified or terminated
<br />except by a writing signed by the parties hereto. No documents shall be incorporated
<br />herein by reference except to the extent Pacific Coast Trane Service is a signatory
<br />thereon.
<br />22. Equal Employment Opportunity/Affirmative Action Clause. Pacific Coast
<br />Trane Service is a federal contractor that complies fully with Executive Order 11246,
<br />as amended, and the applicable regulations contained in 41 C F.R. Parts 60-1
<br />through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41
<br />C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations
<br />contained in 41 C.F.R. Part 60-250.
<br />23. U.S. Government Work. The following provision applies only to direct sales
<br />by Pacific Coast Trane Service to the US Government. The Parties acknowledge
<br />that all items or services ordered and delivered under this Agreement Purchase
<br />Order are Commercial Items as defined under Part 12 of the Federal Acquisition
<br />Regulation (FAR). In particular, Pack Coast Trane Service agrees to be bound only
<br />by those Federal contracting clauses that apply to "commercial" suppliers and
<br />that are contained in FAR 52.212-5(e)(1) Pacific Coast Trane Service complies with
<br />52.219-8 or 52.219-9 in its service and installation contracting business The
<br />following provision applies only to indirect sales by Pacific Coast Trane
<br />Service to the US Government. As a Commercial Item Subcontractor, Pacific
<br />Coast Trane Service accepts only the following mandatory flow down
<br />provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. Ifthe
<br />Work is in connection with a U.S. Government contract, Customer certifies that it has
<br />provided and will provide current, accurate, and complete information,
<br />representations and certifications to all government officials, including but not limited
<br />to the contracting officer and officials of the Small Business Administration, on all
<br />matters related to the prime contract, including but not limited to all aspects of its
<br />ownership, eligibility, and performance. Anything herein notwithstanding, Pacific
<br />Coast Trane Service will have no obligations to Customer unless and until Customer
<br />provides Pacific Coast Trane Service with a true, correct and complete executed
<br />copy of the prime contract Upon request, Customer will provide copies to Pacific
<br />Coast Trane Service of all requested written communications with any government
<br />official related to the prime contract prior to or concurrent with the execution thereof,
<br />including but not limited to any communications related to Customer's ownership,
<br />eligibility or performance of the prime contract. Customer will obtain written
<br />authorization and approval from Pacific Coast Trane Service prior to providing any
<br />government official any information about Pacific Coast Trane Service's performance
<br />of the work that is the subject of this offer or agreement, other than this written offer
<br />or agreement.
<br />1-26 251-10(0208)
<br />Supersedes 1-26.251-10(1107)
<br />Revised 9/2018
<br />497
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