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6.J. - Page 83 of 86
<br />PACIFIC COAST TRANE CONTROLS
<br />TERMS AND CONDITIONS FOR INSTALLATION
<br />1. Acceptance. A proposal made upon these terms is subject to acceptance
<br />within thirty days from date and the prices are subject to change without notice
<br />prior to acceptance by Customer. If Customer's order is an acceptance of a written
<br />proposal, on a form provided by Pacific Coast Trane Controls, without the addition
<br />of any other terms and conditions of sale or any other modification, this document
<br />shall be treated solely as an acknowledgment of such order, subject to credit
<br />approval. If Customer's order is expressly conditioned upon Pacific Coast Trane
<br />Controls' acceptance or assent to terms other than those expressed herein, return
<br />of such order by Pacific Coast Trane Controls with these terms and conditions
<br />attached serves as notice of objection to Customer's terms and a counter-offer to
<br />provide Work in accordance with scope and terms of the original proposal. If
<br />Customer does not reject or object within ten days, Pacific Coast Trane Controls
<br />counter-offer will be deemed accepted. If Customer permits or accepts
<br />performance, Pacific Coast Trane Controls terms will be deemed accepted.
<br />Customer's acceptance of goods and/or Work by Pacific Coast Trane Controls will
<br />in any event constitute an acceptance by Customer of these 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 Controls. Equipment sold on an uninstalled basis and any
<br />taxable labor does not include sales tax and taxes will be added. Prices stated are
<br />firm 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
<br />of order receipt date, prices will be increased a straight 1% (not compounded) for
<br />each one-month period (or part thereof) beyond the five-month firm price period
<br />up to the date of receipt of such release. If such release is not received within
<br />eight months after date of order receipt, the prices are subject to renegotiation, or
<br />at Pacific Coast Trane Controls option, the order will be cancelled. If for any reason
<br />Customer delays shipment after release, prices are subject to increase as stated
<br />herein.
<br />3. Exclusions from Work. Pacific Coast Trane Controls obligation is limited to
<br />the Work as defined and does not include any modifications to the Work site under
<br />the Americans With Disabilities Act or any other law or building code(s). In no
<br />event shall Pacific Coast Trane Controls be required to perform work Pacific Coast
<br />Trane Controls reasonably believes is outside ofthe defined Workwithout a written
<br />change order signed by Customer and Pacific Coast Trane Controls.
<br />4. Construction Procedures. Pacific Coast Trane Controls 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 />S. Payment Terms. Customer shall pay Pacific Coast Trane Controls invoices
<br />within net thirty (30) days of invoice date. Pacific Coast Trane Controls may invoice
<br />Customer for all equipment or material furnished, whether delivered to the
<br />installation site or to an off-site storage facility and for all work performed on-site
<br />or off-site. No retention shall be withheld from any payments except as expressly
<br />agreed in writing by Pacific Coast Trane Controls, in which case retention shall be
<br />reduced per the contract documents and released no later than the date of
<br />substantial completion. Under no circumstances shall any retention be withheld
<br />for the equipment portion of the order. If payment is not received as required,
<br />Pacific Coast Trane Controls may suspend performance and the time for
<br />completion shall be extended for a reasonable period of time not less than the
<br />period of suspension. Customer shall be liable to Pacific Coast Trane Controls for
<br />all reasonable shutdown, standby and start-up costs as a result of the suspension.
<br />Pacific Coast Trane Controls reserves the right to add to any account outstanding
<br />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
<br />month Customer shall pay all costs (including attorneys' fees) incurred by Pacific
<br />Coast Trane Controls in attempting to collect amounts due and otherwise enforcing
<br />these terms and conditions.
<br />6. Time for Completion. Except to the extent otherwise expressly agreed in
<br />writing signed by an authorized representative of Pacific Coast Trane Controls, all
<br />dates provided by Pacific Coast Trane Controls or its representatives for
<br />commencement, progress or completion are estimates only. While Pacific Coast
<br />Trane Controls shall use commercially reasonable efforts to meet such estimated
<br />dates, Pacific Coast Trane Controls shall not be responsible for any damages for
<br />its failure to do so.
<br />7. Access. Pacific Coast Trane Controls 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 Controls and acceptable to the Work site'
<br />owner or tenant for the performance of the Work, including sufficient areas for
<br />staging, mobilization, and storage. Pacific Coast Trane Controls access to correct
<br />any emergency condition shall not be restricted.
<br />Attachment C
<br />8. Permits and Governmental Fees. Pacific Coast Trane Controls shall secure
<br />(with Customer's assistance) and pay for building and other permits and
<br />governmental fees, licenses, and inspections necessary for proper performance
<br />and completion of the Work, which are legally required when bids from Pacific
<br />Coast Trane Controls subcontractors are received, negotiations thereon
<br />concluded, or the effective date of a relevant Change Order, whichever is later.
<br />Customer is responsible for necessary approvals, easements, assessments and
<br />charges for construction, use or occupancy of permanent structures or for
<br />permanent changes to existing facilities.
<br />9. Utilities During Construction. Customer shall provide without charge to
<br />Pacific Coast Trane Controls all water, heat, and utilities required for performance
<br />of the Work.
<br />10. Concealed or Unknown Conditions. In the performance of the Work, if
<br />Pacific Coast Trane Controls encounters conditions at the Work site that are (i)
<br />subsurface or otherwise concealed physical conditions that differ materially from
<br />those indicated on drawings expressly incorporated herein or (ii) unknown physical
<br />conditions of an unusual nature that differ materially from those conditions
<br />ordinarily found to exist and generally recognized as inherent in construction
<br />activities of the type and character as the Work, Pacific Coast Trane Controls shall
<br />notify Customer of such conditions promptly, prior to significantly disturbing same
<br />If such conditions differ materially and cause an increase in Pacific Coast Trane
<br />Controls cost of, or time required for, performance of any part of the Work, Pacific
<br />Coast Trane Controls shall be entitled to, and Customer shall consent by Change
<br />Order to, an equitable adjustment in the Contract Price, contract time, or both.
<br />11. Pre -Existing Conditions. Pacific Coast Trane Controls 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 Controls also is not liable for any claims,
<br />damages, losses, or expenses, arising from or related to work done by or services
<br />provided by individuals or entities that are not employed by or hired by Pacific
<br />Coast Trane Controls.
<br />12. Asbestos and Hazardous Materials. Pacific Coast Trane Controls 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
<br />and represents that, except as set forth in a writing signed by Pacific Coast Trane
<br />Controls, there are no Hazardous Materials on the Work site that will in any way
<br />affect Pacific Coast Trane Controls Work and Customer has disclosed to Pacific
<br />Coast Trane Controls the existence and location of any Hazardous Materials in all
<br />areas within which Pacific Coast Trane Controls will be performing the Work.
<br />Should Pacific Coast Trane Controls become aware of or suspect the presence of
<br />Hazardous Materials, Pacific Coast Trane Controls may immediately stop work in
<br />the affected area and shall notify Customer. Customer will be responsible for
<br />taking any and all action necessary to correct the condition in accordance with all
<br />applicable laws and regulations. Customer shall be exclusively responsible for any
<br />claims, including the payment thereof, arising out of or relating to any Hazardous
<br />Materials on or about the Work site, not brought onto the Work site by Pacific Coast
<br />Trane Controls, Pacific Coast Trane Controls shall be required to resume
<br />performance of the Work in the affected area only in the absence of Hazardous
<br />Materials or when the affected area has been rendered harmless. In no event shall
<br />Pacific Coast Trane Controls be obligated to transport or handle Hazardous
<br />Materials, provide any notices to any governmental agency, or examine the Work
<br />site for the presence of Hazardous Materials.
<br />13. Force Majeure. If Pacific Coast Trane Controls shall be unable to carry out
<br />any material obligation under this Agreement due to an Event of Force Majeure,
<br />this Agreement shall at Pacific Coast Trane Controls election (i) remain in effect
<br />but Pacific Coast Trane Controls obligations shall be suspended until the
<br />uncontrollable event terminates or (ii) be terminated upon ten (10) days notice to
<br />Customer, in which event Customer shall pay Pacific Coast Trane Controls for all
<br />parts of the Work furnished to the date of termination. An "Event of Force Majeure"
<br />shall mean any cause or event beyond the control of Pacific Coast Trane Controls.
<br />Without limiting the foregoing, "Event of Force Majeure" includes: acts of God; acts
<br />of terrorism, war or the public enemy; Flood; earthquake; tornado; storm; fire; civil
<br />disobedience; pandemic insurrections; riots; labor disputes; labor or material
<br />shortages; sabotage; restraint by court order or public authority (whether valid or
<br />invalid), and action or non -action by or inability to obtain or keep in force the
<br />necessary governmental authorizations, permits, licenses, certificates or
<br />approvals if not caused by Pacific Coast Trane Controls.
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