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6.J. - Page 84 of 86
<br />PACIFIC COAST TRANE CONTROLS
<br />TERMS AND CONDITIONS FOR INSTALLATION
<br />14. Customer's Breach. Each of the following events or conditions shall
<br />constitute a breach by Customer and shall give Pacific Coast Trane Controls the
<br />right, without an election of remedies, to terminate this Agreement by delivery of
<br />written notice declaring termination, upon which event Customer shall be liable to
<br />Pacific Coast Trane Controls for all Work furnished to date and all damages
<br />sustained by Pacific Coast Trane Controls (including lost profit and overhead): (1)
<br />Any failure by Customer to pay amounts due more than thirty (30) days after the
<br />date of the invoice therefore, or (2) Any failure by Customer to perform or comply
<br />with any material provision of this Agreement.
<br />15. Indemnification. Pacific Coast Trane Controls and Customer shall indemnify
<br />and hold each other harmless from any and all claims, actions, costs, expenses,
<br />damages and liabilities, including reasonable attorneys' fees, resulting from death
<br />or bodily injury or damage to real or tangible personal property, to the extent
<br />caused by the negligence or misconduct of their respective employees or other
<br />authorized agents in connection with their activities within the scope of this
<br />Agreement. Neither party shall indemnify the other against claims, damages,
<br />expenses or liabilities to the extent attributable to the negligence or misconduct of
<br />the other party. If the parties are both at fault, the obligation to indemnify shall be
<br />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
<br />to any claims based on facts or conditions that occurred prior to expiration or
<br />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
<br />LIMITATION LOST REVENUE OR PROFITS), OR PUNITIVE DAMAGES. IN
<br />NO EVENT SHALL PACIFIC COAST TRANE CONTROLS BE LIABLE FOR
<br />ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING FROM
<br />MOLD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR OTHER
<br />CONTAMINATES OR AIRBORNE BIOLOGICAL AGENTS.
<br />17. Workmanship and Equipment Warranty. Pacific Coast Trane Controls
<br />warrants that, for a period of one year from the date of substantial completion (the
<br />"Warranty Period"), Pacific Coast Trane Controls equipment installed hereunder
<br />and Work (i) shall be free from defects in material, manufacture, and workmanship
<br />and (ii) shall have the capacities and ratings set forth in Pacific Coast Trane
<br />Controls catalogs and bulletins; substantial completion shall be the earlier of the
<br />date that the Work is sufficiently complete so that Customer can utilize the Work
<br />for its intended use or the date that Customer receives beneficial use of the Work.
<br />If such defect is discovered within the Warranty Period, Pacific Coast Trane
<br />Controls will correct the defect or furnish replacement equipment (or, at its option,
<br />parts therefore) and, if said equipment was installed pursuant hereto, labor
<br />associated with the replacement of parts or equipment not conforming to this
<br />warranty. No liability whatsoever shall attach to Pacific Coast Trane Controls until
<br />said equipment and Work have been paid for in full and then said liability shall be
<br />limited to Pacific Coast Trane Controls cost to correct the defective Work and/or
<br />the purchase price of the equipment shown to be defective. Equipment and/or
<br />parts that are not manufactured by Pacific Coast Trane Controls are not warranted
<br />by Pacific Coast Trane Controls and have such warranties as may be extended
<br />by the respective manufacturer. Pacific Coast Trane Controls warranties
<br />expressly exclude any remedy for damage or defect caused by corrosion, erosion,
<br />or deterioration, abuse, modifications or repairs not performed by Pacific Coast
<br />Trane Controls, improper operation, or normal wear and tear under normal usage.
<br />Pacific Coast Trane Controls shall not be obligated to pay for the cost of lost
<br />refrigerant. Pacific Coast Trane Controls equipment sold on a supply basis is
<br />warranted in accordance with Pacific Coast Trane Controls 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
<br />LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO
<br />REPRESENTATION OR WARRANTY IS MADE REGARDING PREVENTION
<br />BY THE SCOPE OF SERVICES, OR ANY COMPONENT THEREOF, OF MOLD,
<br />FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER
<br />CONTAMINATES. PACIFIC COAST TRANE CONTROLS SPECIFICALLY
<br />DISCLAIMS ANY LIABILITY IF THE SCOPE OF SERVICES OR ANY
<br />COMPONENT THEREOF IS USED TO PREVENT OR INHIBIT THE GROWTH
<br />OF SUCH MATERIALS.
<br />Attachment C
<br />18. Insurance. Upon request, Pacific Coast Trane Controls will furnish evidence
<br />of its standard insurance coverage. If Customer has requested to be named as
<br />an additional insured under Pacific Coast Trane Controls insurance policy, Pacific
<br />Coast Trane Controls will do so but only to the extent of Pacific Coast Trane
<br />Controls indemnity assumed under the indemnity provision contained herein.
<br />Pacific Coast Trane Controls 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
<br />is not disposed of by agreement shall be decided by litigation in a court of
<br />competent jurisdiction located in the state in which the Work is performed. To the
<br />extent the Work site is owned and/or operated by any agency of the Federal
<br />Government, determination of any substantive issue of law shall be according to
<br />the Federal common law of Government contracts as enunciated and applied by
<br />Federal judicial bodies and boards of contract appeals ofthe Federal Government,
<br />provided, however, that if there is no applicable Federal Government contract law,
<br />this Agreement shall be governed, construed, interpreted and enforced in
<br />accordance with the governing law as set out in the contract with Pacific Coast
<br />Trane Controls Customer.
<br />20. Assignment. Customer may not assign, transfer, or convey this Agreement,
<br />or any part hereof, or its right, title or interest herein, without the written consent
<br />of Pacific Coast Trane Controls. This Agreement shall be binding upon and inure
<br />to the 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
<br />terminated except by a writing signed by the parties hereto. No documents shall
<br />be incorporated herein by reference except to the extent Pacific Coast Trane
<br />Controls is a signatory thereon.
<br />22. Equal Employment Opportunity/Affirmative Action Clause. Pacific Coast
<br />Trane Controls is a federal contractor that complies fully with Executive Order
<br />11246, as amended, and the applicable regulations contained in 41 C.F R Parts
<br />60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations
<br />contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the
<br />applicable regulations contained in 41 C.F.R. Part 60-250.
<br />23. U.S. Government Work. The following provision applies only to direct
<br />sales by Pacific Coast Trane Controls to the US Government. The Parties
<br />acknowledge that all items or services ordered and delivered under this
<br />Agreement Purchase Order are Commercial Items as defined under Part 12 of
<br />the Federal Acquisition Regulation (FAR). In particular, Pacific Coast Trane
<br />Controls agrees to be bound only by those Federal contracting clauses that apply
<br />to "commercial" suppliers and that are contained in FAR 52.212-5(e)(1). Pacific
<br />Coast Trane Controls complies with 52.219-8 or 52.219-9 in its service and
<br />installation contracting business. The following provision applies only to
<br />indirect sales by Pacific Coast Trane Controls to the US Government. As a
<br />Commercial Item Subcontractor, Pacific Coast Trane Controls accepts only the
<br />following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35;
<br />52,222-36; 52,222-39; 52.247-64. If the Work is in connection with a U.S.
<br />Government contract, Customer certifies that it has provided and will provide
<br />current, accurate, and complete information, representations and certifications to
<br />all government officials, including but not limited to the contracting officer and
<br />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
<br />performance. Anything herein notwithstanding, Pacific Coast Trane Controls will
<br />have no obligations to Customer unless and until Customer provides Pacific Coast
<br />Trane Controls with a true, correct and complete executed copy of the prime
<br />contract Upon request, Customer will provide copies to Pacific Coast Trane
<br />Controls of all requested written communications with any government official
<br />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 Controls prior to providing
<br />any government official any information about Pacific Coast Trane Controls
<br />performance of the work that is the subject of this offer or agreement, other than
<br />this written offer or agreement
<br />1-26.251-10(0208)
<br />Supersedes 1-26.251-10(1107)
<br />Revised 1/2018
<br />502
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