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HomeMy WebLinkAbout2025-733-E-AMS-Complete_with_DocuSign_Brady_Services_Whitte Revised 01/24 1 [Departmental Use Only] TITLE Whitted Chiller Replacement Eq FY 2025-2026 RFP RC2022-1001 NORTH CAROLINA CONSTRUCTION AGREEMENT OVER $250,000.00 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called “Agreement”), made as of the 8th day of October, 2025, by and between Brady Trane Services, Inc, (hereinafter called the “Contractor”), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the “County,” “Orange County,” or “Owner”). W I T N E S S E T H: That the Contractor and the Owner, for the consideration herein named, agree as follows: 1. CONTRACT DOCUMENTS; PRIORITY The Contract Documents consist of this Agreement, the General Conditions which are fully incorporated in this Agreement, the Request for Proposals, designer approved communications and field orders, the Proposal, Construction Documents and Drawings and Written Specifications. The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority: a. This Agreement and incorporated General Conditions attached as Exhibit 1. b. Designer approved and stamped construction documents and drawings and written specifications. c. Designer approved communications and field orders. d. Request for Proposals and addenda thereto. e. Proposal. 2. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform, and be fully responsible for all of the Work required by this Agreement within the time period stipulated in a written Notice -to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are made a part hereof as if fully contained herein: a. Construction Drawings prepared by NA (Sheet dated ) b. Written specifications prepared by the Designer. c. Brady Trane Services, Inc. proposal dated September 15, 2025 which fully describes the work to be performed, such work (hereinafter called the “Work”). Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Revised 01/24 2 d. Related documents listed under Section 1 above. 3. TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice-to Proceed. b. The Contractor agrees to complete substantially all Work included by December 30, 2027. c. Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates. d. The Contractor shall perform the Work in the time, manner and form required by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. 4. STANDARD OF CARE AND DUTIES OF CONTRACTOR a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy, timely completion, and submission of all work. b. The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration. c. Contractor shall be responsible for all Contractor, Subcontractor, and Sub-subcontractor errors or omissions, in the performance of the Agreement together with the errors and omissions of any agent or employee of the Contractor or any Subcontractor or Sub-subcontractor. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes , or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Contractor. e. Contractor shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_divisi on/contracts.php). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Revised 01/24 3 f. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Contractor represents that it and its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credenti als and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. g. The Contractor shall supervise and direct the Work efficiently and with the Contractor’s best skill and attention. Except as specifically set forth in the Contract Documents the Contractor shall be solely responsible for the means, methods, techniques, sequences , and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. h. The Contractor shall appoint a competent Project Manager with genera l authority to manage the Project for the Contractor. The Contractor shall also keep on the Project at all times during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Designer or by the Owner if a Designer is not retained for the Project. i. If, in the opinion of the Designer, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by the Contracto r with no increase in the Contract Price if and when directed by the Designer. j. The Contractor shall attend all progress conferences and all other meetings or conferences. The Contractor shall be represented at these progress conferences by a representa tive having the authority of the Project Manager and by such other representatives as th e Designer may direct. k. Costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor. Any Work in which untested materials are used without written approval or written permission of the Owner or Designer shall be removed and replaced at Contractor’s expense. l. The Contractor shall obtain all necessary permits including all permits required to complete the Work in compliance with local, state, and federal law. 5. PAYMENT & TAXES a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement, and the Contractor hereby agrees to perform all of the Work for a sum not-to- exceed Four Hundred Twenty-Seven Thousand, Eight Hundred Eighty-Three Dollars ($427,883.00). Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner’s Representative, generally the Designer if a Designer is retained on the Work, a Request for Payment for work done during the previous calendar month. (i) The Request for Payment shall be in form of a standardized invoice or AIA Document G702-703 appropriately addressed to Owner’s Representative at Progressive Design Collaborative, LTD. 3101 Poplarwood Court, Suite 300 Raleigh, NC 27604 and shall show substantially the value of work done during the previous calendar month. Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Revised 01/24 4 (ii) The amount due for payment shall be ninety-five percent (95%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the mont h. Owner shall retain five percent (5%) (the “Retainage”). (1) Upon Owner’s Representative’s certification that fifty percent (50%) of the Work has been satisfactorily completed Retainage shall be reduced to two and one half percent (2½%). (2) Upon Owner’s Representative’s certification that ninety percent (90%) of the Work has been satisfactorily completed Retainage may be discontinued. Retainage may be discontinued, at Owner’s Discretion, so long as work continues to be completed satisfactorily and on schedule. (3) The Owner may discontinue withholding retainage in accordance with the provisions of NCGS-143-(b1)(2) when the project is 50% complete. (iii) Final payment shall not be due to the Contractor until thirty (30) days after Final Completion of the Work, including punch list work, has been satisfactorily (as determined by the County) completed and an appropriate Affidavit, Indemnification, and Release as required in Section 5.4(e) of Exhibit 1 has been received and approved by Owner. b. Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Co ntractor ten (10) days to cure the breach. Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach. (i) Should Contractor or its representatives fail to cure the breach within ten (10) days, or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or i ncurring further obligation to Contractor. (ii) This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. d. Should the Owner receive notice that the Contractor has failed to pay a Subcontractor for the Work performed related to a Request for Payment, Owner shall have the authority to withhold payment of the disputed amount until parties resolve their dispute. Failure to pay the Contractor pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement. 6. NON–APPROPRIATION Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Revised 01/24 5 a. Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. b. In the event that public funds are unavailable or not appropriated for the performance of Owner’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability or non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. c. In the event of a change in the Owner’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Owner’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written no tice to Contractor of such limitation or change in Owner’s legal authority. 7. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Owner: Contractor: Orange County Brady Trane Services, Inc. Attn: A. Barnes Attn: Brian Simpson P.O. Box 8181 2025 16th Street Hillsborough, NC 27278 Greenboro, NC 27405 8. MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law, rules, regulations and ordinances. b. No act or failure to act by the Owner or Contractor shall constitute a waiver of a ny right or duty granted them under the Contract Documents, nor shall any act or failure to act constitute any approval except as specifically agreed in writing. c. The Work shall be tested and inspected as required by the Contract Documents and as required by law. Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building Codes shall be borne by the Contractor. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of the aforementioned tests and inspections shall not be grounds for delaying the completion of the work. If any such tests and inspections reveal deficiencies in the Work such that the Work does not comply with terms or requirements of the Contract Documents and the requirements of any code or law the Contractor is solely responsible for the cost of bringing such deficiencies into compliance with the terms of the Contract Documents and any code or law. d. Should the Designer, if a Designer is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Revised 01/24 6 shall immediately, at Contractor’s expense, correct the Work. Any such rejection may be made before or after substantial completion. If applicable, any additional expense borne by the Designer under this section shall be paid at Contractor’s expense. e. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. f. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. g. In the event of a breach by Contractor Owner has sole authority to determine the reasonableness of Contractor’s actions to remedy such breach or complete the performance of its obligations. h. Upon request of the Owner, the Contractor shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation and if such request is made final compensation shall not be due until all relevant documentation is received, reviewed, and approved by Owner. 9. CONSEQUENTIAL DAMAGES a. Owner and Contractor mutually waive any claim against each other for consequential damages. Consequential Damages include: (i) Damages incurred by Owner for loss of use, income, financing, or business. (ii) Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. 10. ENTIRE AGREEMENT All of the documents listed, referenced or described i n this Agreement, the written Notice-to-Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, labor, materials, and completed construction required by the Contract Documents and all parts there of is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement or General Conditions shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Revised 01/24 7 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY: CONTRACTOR: By: _________________________________ Travis Myren, County Manager By: __________________________________ Jason Patterson, Asst. Corporate Secretary Printed Name and Title Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 10/9/202510/14/2025 Revised 01/24 8 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Brady Trane Services, Inc. Vendor Contact Person: Kevin Lynn (Brady Services, Inc) Phone: 984.867.7653 Address: 2025 16th Street City Greensboro State: NC Zip: 27405 Department: AMS Amount: 427,883.00 Purpose: Whitted Complex Chiller Equipment Purchase Budget Code(s): 61370035-800000-11002 Vendor # 35152 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/8/2025 End Date 12/30/2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 10/7/2025); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: 10/7/2025) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 11002 HVAC) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(#RC2022-1001) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state wo rk on this project has not been initiated prior to execution of the agreement ; OR This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 10/13/2025 10/13/2025 10/14/2025 10/14/2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/6/2025 Scott Insurance 400 Bellemeade Street,Suite 201 Greensboro NC 27401 Amy Summers 336-510-0075 asummers@scottins.com Zurich American Insurance Company (A+)16535 BRADY-7 SiriusPoint Specialty Insurance Corporation (A-)16820BradyServicesHoldingsInc,MMK,LLC,Brady Trane Service Inc, Brady Services Inc,Brady Sales &Services Inc,Brady Parts Inc, Brady Integrated Security Inc, J.Brady Contracting,Inc,Icon Boiler,Inc PO Box 13587,Greensboro NC 27415 Houston Specialty Insurance Company (A)12936 AXA XL INSURANCE (A+)24554 Arch Specialty Insurance Company (A+)21199 Westchester Surplus Lines Insurance Company 10172 1762042143 A X 2,000,000 X 300,000 10,000 2,000,000 4,000,000 X X Y GLO3433329 10/1/2025 10/1/2026 4,000,000 A 2,000,000 X X X X Comp:$500 X Coll:$1,000 Y BAP3433330 10/1/2025 10/1/2026 Hired Physical Damage 100/1,000 B E F X X 5,000,000 X IPS-EX-00000073 UXP1056544-01 G4867009A 001 10/1/2025 10/1/2025 10/1/2025 Y 10/1/2026 10/1/2026 10/1/2026 5,000,000 X 0 $10M x $5M Excess 10,000,000 A X N Y WC3433328 10/1/2025 10/1/2026 1,000,000 1,000,000 1,000,000 C D D Professional &Pollution Liab Builders Risk/Installation Fltr Leased &Rented Equipment HCC2569450 UM00145642MA25A UM00145642MA25A 10/1/2025 10/1/2025 10/1/2025 10/1/2026 10/1/2026 10/1/2026 5,000,000 per occ/agg 2,000,000 Limit 35,000 ded 10,000 ded 200,000 Orange County,its officers,official agents,and employees are additional insured with regards to General,Auto and Umbrella liability if required by written contract.A waiver of subrogation as respects workers compensation applies in favor of the Certificate Holder if required by written contract.30 day notice of cancellation will be provided to the certificate holder except for nonpayment of premium. Orange County North Carolina PO Box 8181 Attn:Risk Management Hillsborough NC 27278 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 808 Aviation Parkway, Suite 1100, Morrisville, NC 27560 – Tel: 866.328.2764 – bradyservices.com Page 1 of 2 Orange County Whitted Building Chiller Equipment Purchase Omnia Reference # F4-bTAAA0-25-004 September 15, 2025 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 808 Aviation Parkway, Suite 1100, Morrisville, NC 27560 – Tel: 866.328.2764 – bradyservices.com Page 2 of 2 Scope of Work 1. Brady shall supply the ACRC 250T chiller noted in the attached proposal from Trane 2. The price includes the recommended alternatives Price FEE COST 250T ACRC chiller $377,570 ADD: 5-year whole unit parts and labor warranty $20,460 Sales tax (7.5%) $29,852.25 TOTAL $427,882.25 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Proposal Proposal is valid for 15 days. Customer must obtain credit approval and release order to production within 60 days of proposal date. PROPRIETARY AND CONFIDENTIAL PROPERTY OF Trane U.S. Inc. DISTRIBUTION TO OTHER THAN THE NAMED RECIPIENT IS PROHIBITED Prepared For: David Burbo, Brady Job Name: Orange Co Whitted Chiller ACRC Chiller Delivery Terms: Freight Allowed and Prepaid - F.O.B. Factory Date: September 08, 2025 Proposal Number: F4-104689-7056-1 Payment Terms: Net 30 Days ___________________________________________________________________________________________ Tag Data - ACRC (Qty: 1) Item Qty Description Model Number A1 1 Ascend Air-Cooled Chiller Model ACRC250 Product Data - Nominal 250-Ton Air-Cooled Screw Chiller – Screw with Variable Volume Ratio 460 Volt/60Hz/3Phase InvisiSound Standard UL Listed / ASME Pressure Vessel Code / AHRI Certified / ASHRAE 90.1/C743 2022 - Compliant Refrigerant Charge R513A Standard Cooling 2-Pass Evaporator, Evaporator Standard Tube Selection for use with 25% Ethylene Glycol Grooved Pipe Connection Flow Switch Set Point 15cm/sec Evaporator only insulation for high humidity/low evap temp 1.25 inch Wide Ambient 6V Condenser Coil Modules, Aluminum Micro Channel, EC Condenser Fan Motors Fan Speed 950 RPM (condenser fan speed can be reduced for lower sound, also reduces capacity) Variable Frequency Drive (1 Compr/CKT) includes Reactor for >30% TDD **See add for Harmonic Filter** Single point connection main line unit power-ancillary items require other power Circuit Breaker w/ High Fault Rated Control Panel – 65,000A SCCR, High Short Circuit Rating 20A - 115V Convenience Outlet (Requires separate 120V/1ph power connection) BACnet interface (BAS Integration by others) Condenser Coil Guards / Architectural louvered panels Elastomeric isolators (Field Installed) 1st year whole unit parts & labor warranty 2nd-5th year compressor parts only warranty (No Labor) Startup Included Refrigerant Circuit Acoustical Covers – compressors, suction/discharge lines, & oil separator *Requires field installation by mechanical contractor* ** Acoustical covers reduce unit Sound Power 4-6 dBA(see next page)** Not Included: labor warranty beyond 1st year, BAS Integration, installation of acoustical covers, 1.5” insulation (1.25” provided), IEEE-519 Harmonic Filters, Power Factor Correction Capacitors, any options or accessories that are not specifically listed above. *All Warranties begin at startup or 6months from shipment, whichever occurs first* Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 2 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Total Net Price (excluding sales tax) .................................................................................. $ 377,570+tax The current estimated lead time for the ACRC250 is 12-14 weeks + transit from Colorado. Add ~20-weeks to the lead time for the optional factory installed Harmonic Filter Additional Options: - Add 2nd-5th year compressor labor warranty (VFD not included)– Add $9,314+tax - Add 5-year whole unit parts and labor warranty – Add $20,460+tax - Add sound attenuation blankets to interior of brick wall and chain-link fence – Add $28,520+tax *Requires field installation by mechanical contractor* - Panels to be mounted using tap-con concrete anchors with oversized washers (provided by others). - see details herein ** ADD OptionalFactory Installed Harmonic Filters for IEEE519 5% TDD – Add $32,930+tax As Standard, chiller includes line reactors for >30% TDD. Note: This option Adds 53” to the length of the chiller (~392” long) Adds ~20weeks to the lead time. This option was not included on the Sportsplex Chiller. Trane shall have the right, at its discretion, to pass along any related increases should (1) its costs related to the manufacture, supply, and shipping for any product or service materially increase. This includes, but is not limited to, cost increases in raw materials, supplier components, labor, utilities, freight, logistics, wages and benefits, regulatory compliance, or any other event beyond Company’s control and/or (2) any tariffs, taxes, levies or fees affecting, placed on or related to any product or service materially increases. Dan Suchy Trane U.S. Inc. 808 Aviation Parkway Suite 1100 Morrisville, NC 27560 Office Phone: (919) 781-0458 This proposal is subject to your acceptance of the attached Trane terms and conditions. Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 3 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Field Installed Acoustical Covers (included in base price) The equipment schedules call for a maximum chiller sound power level of 96dBA. The field installed Acoustic Covers for the RTAF-250 will reduce the sound power 4-6dBA. Most problematic screw tones are in the 1k-8k Hz range, which are greatly reduced with acoustical covers. Additional acoustical attenuation through the use of sound blankets around the chiller yard may be required to meet the design requirements. See Next Page for Additional Acoustical Blankets for the Chiller Yard Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 4 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Optional Acoustic Panels/ Blankets for Chiller Yard - Add $28,520 Acoustical panels for the chiller yard may reduce the sound pressure by up to 10-15dBA - Acoustical Panels / Blankets for field installation by others - Panels to be mounted using tap-con concrete anchors with oversized washers (provided by others) Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 5 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Performance Data - ACR Tags ACRC250 Capacity (tons) 256.01 Unit Power (kW) 281.20 Efficiency (EER (Btu/W-h)) 10.925 IPLV (EER (Btu/W-h)) 20.144 Number of Fans - Total Installed (Each) 12.00 FLA - Condenser Fans (each) (A) 2.70 Compressor 1A MRC (A) 198.00 Compressor 2A MRC (A) 201.10 Single Point Power MCA (A) 486.08 Single Point Power MOP (A) 600.00 Short Circuit Current Rating (A) 65000 Refrigerant Charge Ckt 1 (lb) 220 Refrigerant Charge Ckt 2 (lb) 220 Oil Charge Ckt 1 (gal) 3.50 Oil Charge Ckt 2 (gal) 3.50 Oil Factory Fill Charge Ckt 2 (gal) 3.50 Shipping Weight (lb) 16300 Operating Weight (lb) 16500 Length (in) 339.000 Width (in) 88.000 Height (in) 98.000 Evap Leaving Water Temperature (F) 44.00 Evap Entering Water Temperature (F) 53.59 Evap Flow Rate (gpm) 688.87 Evap Fluid Pressure Drop (ft H2O) 18.92 Evap Fouling Factor (hr-sq ft-deg F/ Btu) 0.000100 Evap Fluid Concentration (% Ethylene Glycol) 25.00 Evap Fluid Freeze Point (F) 12.84 VPF Evap Min (gpm) 309.99 VPF Evap Min PD (ft H2O) 3.29 Saturated Evap Temp Ckt 1 (F) 40.03 Saturated Evap Temp Ckt 2 (F) 40.70 Ambient Air Temp (F) 95.00 Saturated Cond Temp Ckt 1 (F) 127.15 Saturated Cond Temp Ckt 2 (F) 127.57 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 6 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Dimensional Drawings - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 7 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Dimensional Drawings - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 8 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Weight, Clearance & Rigging - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 9 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Accessory - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 10 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Accessory - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 11 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Accessory - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 12 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. Field Wiring - ACR Item: A1 Qty: 1 Tag(s): ACRC250 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 13 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. TERMS AND CONDITIONS - COMMERCIAL EQUIPMENT “Company” shall mean Trane U.S. Inc. for sales in the United States and Trane Canada ULC for sales in Canada. 1. Acceptance. These terms and conditions are an integral part of Company’s offer and form the basis of any agreement (the “Agreement”) resulting from Company’s proposal (the “Proposal”) for the sale of the described commercial equipment and any ancillary services (the “Equipment”). COMPANY’S TERMS AND CONDITIONS AND EQUIPMENT PRICES ARE SUBJECT TO PERIODIC CHANGE OR AMENDMENT. The Proposal is subject to acceptance in writing by the party to whom this offer is made or an authorized agent (“Customer”) delivered to Company within 15 days from the date of the Proposal. Prices in the Proposal are subject to change at any time upon notice to Customer. If Customer accepts the Proposal by placing an order, without the addition of any other terms and conditions of sale or any other modification, Customer’s order shall be deemed acceptance of the Proposal subject to Company’s terms and conditions. If Customer’s order is expressly conditioned upon Company’s acceptance or assent to terms and/or conditions other than those expressed herein, return of such order by Company with Company’s terms and conditions attached or referenced serves as Company’s notice of objection to Customer’s terms and as Company’s counteroffer to provide Equipment in accordance with the Proposal and the Company’s terms and conditions. If Customer does not reject or object in writing to Company within 10 days, Company’s counteroffer will be deemed accepted. Notwithstanding anything to the contrary herein, Customer’s acceptance of the Equipment will in any event constitute an acceptance by Customer of Company’s terms and conditions. This Agreement is subject to credit approval by Company. Upon disapproval of credit, Company may delay or suspend performance or, at its option, renegotiate prices and/or terms and conditions with Customer. If Company and Customer are unable to agree on such revisions, this Agreement shall be cancelled without any liability. 2. Connected Services. In addition to these terms and conditions, the Connected Services Terms of Service (“Connected Services Terms”), available at https://www.trane.com/TraneConnectedServicesTerms, as updated from time to time, are incorporated herein by reference and shall apply to the extent that Company provides Customer with Connected Services, as defined in the Connected Services Terms. 3. Title and Risk of Loss. All Equipment sales with destinations to Canada or the U.S. shall be made as follows: FOB Company’s U.S. manufacturing facility or warehouse (full freight allowed). Title and risk of loss or damage to Equipment will pass to Customer upon tender of delivery of such to carrier at Company’s U.S. manufacturing facility or warehouse. 4. Pricing and Taxes., Within forty-five (45) days following Customer acceptance of the Proposal without addition of any other terms and conditions of sale or any modification, Customer shall provide notification of release for immediate production at Company’s factory. Prices for Equipment are subject to change at any time prior to shipment to reflect any cost increases related to the manufacture, supply, and shipping of Equipment. This includes, but is not limited to, cost increases in raw materials, supplier components, labor, utilities, freight, logistics, wages and benefits, regulatory compliance, or any other event beyond Company’s control. If shipment is delayed due to Customer's actions, Company may also charge Customer with storage fees. If a release is not received within 6 months following order acceptance, Company reserves the right to cancel any order. Company shall be entitled to equitable adjustments in the contract price to reflect any cost increases as set forth above and will provide notice to Customer prior to the date for which the increased price is to be in effect for the applicable customer contract. In no event will prices be decreased. The price of Equipment does not include any present or future foreign, federal, state, or local property, license, privilege, sales, use, excise, value added, gross receipts or other like taxes or assessments. Such amounts will be itemized separately to Customer, who will make prompt payment to Company. Company will accept valid exemption documentation for such taxes and assessments from Customer, if applicable. All prices include packaging in accordance with Company’s standard procedures. Charges for special packaging, crating or packing are the responsibility of Customer. 5. Delivery and Delays. Delivery dates are approximate and not guaranteed. Company will use commercially reasonable efforts to deliver the Equipment on or before the estimated delivery date, will notify Customer if the estimated delivery dates cannot be honored, and will deliver the Equipment and services as soon as practicable thereafter. In no event will Company be liable for any damages or expenses caused by delays in delivery. 6. Performance. Company shall be obligated to furnish only the Equipment described in the Proposal and in submittal data (if such data is issued in connection with the order). Company may rely on the acceptance of the Proposal and submittal data as acceptance of the suitability of the Equipment for the particular project or location. Unless specifically stated in the Proposal, compliance with any local building codes or other laws or regulations relating to specifications or the location, use or operation of the Equipment is the sole responsibility of Customer. If Equipment is tendered that does not fully comply with the provisions of this Agreement and Equipment is rejected by Customer, Company will have the right to cure within a reasonable time after notice thereof by substituting a conforming tender whether or not the time for performance has passed. 7. Force Majeure. Company’s duty to perform under this Agreement and the Equipment prices are contingent upon the non-occurrence of an Event of Force Majeure. If the Company shall be 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 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 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 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; tornado; storm; fire; civil disobedience; pandemic insurrections; riots; labor/labour disputes; labor/labour or material shortages; sabotage; restraint by court order or 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, 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 the finished product to the direct or indirect benefit of the government. 8. Limited Warranty. Company warrants the Equipment manufactured by Company for a period of the lesser of 12 months from initial start-up or 18 months from date of shipment, whichever is less, against failure due to defects in material and manufacture and that it has the capacities and ratings set forth in Company's catalogs and bulletins ("Warranty"). Equipment manufactured by Company that includes required start-up and sold in North America will not be warranted by Company unless Company performs the Equipment startup. Exclusions from this Warranty include damage or failure arising from: wear and tear; corrosion, erosion, deterioration; modifications made by others to the Equipment; repairs or alterations by a party other than Company that adversely affects the stability or reliability of the Equipment; vandalism; neglect; accident; adverse weather or environmental conditions; abuse or improper use; improper installation; commissioning by a party other than Company; unusual physical or electrical or mechanical stress; operation with any accessory, equipment or part not specifically approved by Company; refrigerant not supplied by Company; and/or lack of proper maintenance as recommended by Company. Company shall not be obligated to pay for the cost of lost refrigerant or lost product. Company's obligations and liabilities under this Warranty are limited to furnishing replacement equipment or parts, at its option, FCA (Incoterms 2000) factory or warehouse (f.o.b. factory or warehouse for US domestic purposes) at Company-designated shipping point, freight-allowed to Company's warranty agent's stock location, for all non- conforming Company-manufactured Equipment (which have been returned by Customer to Company). Returns must have prior written approval by Company and are subject to restocking charge where applicable. Equipment, material and/or parts that are not manufactured by Company (“Third-Party Product(s)”) are not warranted by Company and have such warranties as may be extended by the respective manufacturer. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S) AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD-PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES, WHETHER ORAL OR WRITTEN. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.ADDITIONALLY, COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING PREVENTING., ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, “CONTAMINANTS”), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR THE PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, THIRD- PARTY PRODUCT, OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. No warranty liability whatsoever shall attach to Company until Customer’s complete order has been paid for in full and Company's liability under this Warranty shall be limited to the purchase price of the Equipment shown to be defective. Additional warranty protection is available on an extra-cost basis and must be in writing and agreed to by an authorized signatory of the Company. EXCEPT FOR COMPANY’S WARRANTY EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED CONCERNING ITS PRODUCTS, EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OR OTHERS THAT ARE ALLEGED TO ARISE FROM COURSE OF DEALING OR TRADE. 9. Indemnity. To the fullest extent permitted by law, Company and Customer shall indemnify, defend and hold harmless each other from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to real or personal property, to the extent caused by the negligence or misconduct of their respective employees or other authorized agents in connection with their activities within the 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 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 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 termination. Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 14 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. 10. Insurance. Upon request, Company will furnish evidence of its standard insurance coverage. 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 additional insured endorsement under its primary Commercial General Liability policies. In no event does Company waive any rights of subrogation. 11. Customer Breach. Each of the following events or conditions shall constitute a breach by Customer and shall give Company the right, without an election of remedies, to terminate this Agreement, require payment prior to shipping, or suspend performance by delivery of written notice: (1) Any failure by Customer to pay amounts when due; (2) any 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 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 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 representation or warranty furnished by Customer in connection with this Agreement is false or misleading in any material respect when made; or (4) Any failure by Customer to perform or comply with any material provision of this Agreement. Customer shall be liable to the Company for all Equipment furnished and all damages sustained by Company (including lost profit and overhead). 12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION REFRIGERANT LOSS, BUSINESS INTERRUPTION, LOST DATA, LOST REVENUE, LOST PROFITS),OR CONTAMINANTS LIABILITIES, EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT, NEGLIGENCE, ANY OTHER TORT, WARRANTY, STRICT LIABILITY, OR PRODUCT LIABILITY. In no event will Company’s liability in connection with the provision of products or services or otherwise under this Agreement exceed the entire amount paid to Company by Customer under this Agreement. 13. CONTAMINANTS LIABILITY The transmission of COVID-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through the air in closed environments. IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION, ACTION, OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH), DAMAGE TO PROPERTY, OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS (INCLUCING THE SPREAD, TRANSMISSION, MITIGATION, ELIMINATION, OR CONTAMINATION THEREOF) (COLLECTIVELY, “CONTAMINANTS LIABILITIES”) AND CUSTOMER HEREBY EXPRESSLY RELEASES COMPANY FROM ANY SUCH CONTAMINANTS LIABILITIES. 14. Nuclear Liability. In the event that the Equipment sold hereunder is to be used in a nuclear facility, Customer will, prior to such use, arrange for insurance or governmental indemnity protecting Company against all liability and hereby releases and agrees to indemnify Company and its suppliers for any nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged to be due, in whole or in part to the negligence or otherwise of Company or its suppliers. 15. Intellectual Property; Patent Indemnity. Company retains all ownership, license and other rights to all patents, trademarks, copyrights, trade secrets and other intellectual property rights related to the Equipment, and, except for the right to use the Equipment sold, Customer obtains no rights to use any such intellectual property. Company agrees to defend any suit or proceeding brought against Customer so far as such suit or proceeding is solely based upon a claim that the use of the Equipment provided by Company constitutes infringement of any patent of the United States of America, provided Company is promptly notified in writing and given authority, information and assistance for defense of same. Company will, at its option, procure for Customer the right to continue to use said Equipment, or modify it so that it becomes non-infringing, or replace same with non-infringing Equipment, or to remove said Equipment and to refund the purchase price. The foregoing will not be construed to include any Agreement by Company to accept any liability whatsoever in respect to patents for inventions including more than the Equipment furnished hereunder, or in respect of patents for methods and processes to be carried out with the aid of said Equipment. The provision of Equipment by Company does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said Equipment with other devices or elements. The foregoing states the entire liability of Company with regard to patent infringement. Notwithstanding the provisions of this paragraph, Customer will hold Company harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Customer’s designs or specifications or instructions. 16. Cancellation. Equipment is specially manufactured in response to orders. An order placed with and accepted by Company cannot be delayed, canceled, suspended, or extended except with Company's written consent and upon written terms accepted by Company that will reimburse Company for and indemnify Company against loss and provide Company with a reasonable profit for its materials, time, labor, services, use of facilities and otherwise. Customer will be obligated to accept any Equipment shipped, tendered for delivery or delivered by Company pursuant to the order prior to any agreed delay, cancellation, suspension or extension of the order. Any attempt by Customer to unilaterally revoke, delay or suspend acceptance for any reason whatever after it has agreed to delivery of or accepted any shipment shall constitute a breach of this Agreement. For purposes of this paragraph, acceptance occurs by any waiver of inspection, use or possession of Equipment, payment of the invoice, or any indication of exclusive control exercised by Customer. 17. Invoicing and Payment. Unless otherwise agreed to in writing by Company, equipment shall be invoiced to Customer upon tender of delivery thereof to the carrier. Customer shall pay Company’s invoices within net 30 days of shipment date. Company reserves the right to add to any account outstanding for more than 30 days a service charge equal to the lesser of the maximum allowable legal interest rate or 1.5% of the principal amount due at the end of each month. Customer shall pay all costs (including attorneys’ fees) incurred by Company in attempting to collect amounts due and otherwise enforcing these terms and conditions. If requested, Company will provide appropriate lien waivers upon receipt of payment. Company may at any time decline to ship, make delivery or perform work except upon receipt of cash payment, letter of credit, or security, or upon other terms and conditions satisfactory to Company. Customer agrees that, unless Customer makes payment in advance, Company will have a purchase money security interest in all Equipment to secure payment in full of all amounts due Company and its order for the Equipment, together with these terms and conditions, form a security agreement (as defined by the UCC in the United States and as defined in the Personal Property Security Act in Canada). Customer shall keep the Equipment free of all taxes and encumbrances, shall not remove the Equipment from its original installation point and shall not assign or transfer any interest in the Equipment until all payments due Company have been made. The purchase money security interest granted herein attaches upon Company’s acceptance of Customer’s order and on receipt of the Equipment described in the accepted Proposal but prior to its installation. The parties have no agreement to postpone the time for attachment unless specifically noted in writing on the accepted order. Customer will have no rights of set off against any amounts, which become payable to Company under this Agreement or otherwise. 18. Claims. Company will consider claims for concealed shortages in shipments or rejections due to failure to conform to an order only if such claims or rejections are made in writing within 15 days of delivery and are accompanied by the packing list and, if applicable, the reasons in detail why the Equipment does not conform to Customer’s order. Upon receiving authorization and shipping instructions from authorized personnel of Company, Customer may return rejected Equipment, transportation charges prepaid, for replacement. Company may charge Customer any costs resulting from the testing, handling, and disposition of any Equipment returned by Customer which are not found by Company to be nonconforming. All Equipment damaged during shipment and all claims relating thereto must be made with the freight carrier in accordance with such carrier’s policies and procedures. Claims for Equipment damaged during shipment are not covered under the warranty provision stated herein. 19. Export Laws. The obligation of Company to supply Equipment under this Agreement is subject to the ability of Company to supply such items consistent with applicable laws and regulations of the United States and other governments. Company reserves the right to refuse to enter into or perform any order, and to cancel any order, under this Agreement if Company in its sole discretion determines that performance of the transaction to which such order relates would violate any such applicable law or regulation. Customer will pay all handling and other similar costs from Company’s factories including the costs of freight, insurance, export clearances, import duties and taxes. Customer will be “exporter of record” with respect to any export from the United States of America and will perform all compliance and logistics functions in connection therewith and will also comply with all applicable laws, rules and regulations. Customer understands that Company and/or the Equipment are subject to laws and regulations of the United States of America which may require licensing or authorization for and/or prohibit export, re-export or diversion of Company’s Equipment to certain countries, and agrees it will not knowingly assist or participate in any such diversion or other violation of applicable United States of America laws and regulations. Customer agrees to hold harmless and indemnify Company for any damages resulting to Customer or Company from a breach of this paragraph by Customer. 20. 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 the laws of the state of New York for Equipment shipped to a U.S. location and the laws of the province to which Equipment is shipped within Canada, without regard to its conflict of law principles that might otherwise call for the application of a different state’s or province’s law, and not including the United Nations Convention on Contracts for the International Sale of Goods. To the extent the Equipment is being used at a site owned and/or operated by any agency of the Federal Government, 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 bodies and boards of contract appeals of the Federal Government. This Agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. This Agreement may not be 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 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 conditions 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 not affected in a manner adverse to any party hereto. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Customer’s permitted successors and assigns. This Agreement may be executed in several Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 15 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same Agreement. A fully executed facsimile copy hereof or the several counterparts shall suffice as an original. 21. Federal Requirements. The Parties shall comply with all United States federal labor law obligations under 29 CFR part 471, appendix A to subpart A. THE FOLLOWING PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE: Executive Order 11701 and 41 CFR §§ 60-250.5(a), 60-300.5; Executive Order 11758 and 41 CFR § 60-741.5(a); U.S. immigration laws, including the L-1 Visa Reform Act of 2004 and the H-1B Visa Reform Act of 2004; and Executive Order 13496. The Parties shall abide by the requirements of 41 CFR 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to protected veteran status or disability. The Parties certify that they do not operate any programs promoting DEI that violate any applicable United States anti-discrimination laws and acknowledge and agree that their compliance with all applicable federal anti-discrimination laws is material to the federal government’s payment decisions. The Parties acknowledge and agree that their employment, procurement, and contracting practices shall not consider race, color, sex, sexual preference, religion, or national origin in ways that violate United States federal civil rights laws. 22. U.S. Government Work. The following provision applies only to direct sales by Company to the US Government. The Parties acknowledge that Equipment ordered and delivered under this Agreement are Commercial Items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, Company agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1). The following provision applies only to indirect sales by Company to the US Government. As a Commercial Item Subcontractor, Company accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 52.222-35; 52.222-36; 52.222-39; 52.247-64. If the sale of the Equipment is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Company will have no obligations to Customer unless and until Customer provides Company with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Company of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Company prior to providing any government official any information about Company's performance of the work that is the subject of the Proposal or this Agreement, other than the Proposal or this Agreement. 23. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe (in the U.S.) or a First Nation or Band Council (in Canada), Customer, whether acting in its capacity as a government, governmental entity, a duly organized corporate entity or otherwise, for itself and for its agents, successors, and assigns: (1) hereby provides this limited waiver of its sovereign immunity as to any damages, claims, lawsuit, or cause of action (herein “Action”) brought against Customer by Company and arising or alleged to arise out of the furnishing by Company of any product or service under this Agreement, whether such Action is based in contract, tort, strict liability, civil liability or any other legal theory; (2) agrees that jurisdiction and venue for any such Action shall be proper and valid (a) if Customer is in the U.S., in any state or United States court located in the state in which Company is performing this Agreement or (b) if Customer is in Canada, in the superior court of the province or territory in which the work was performed; (3) expressly consents to such Action, and waives any objection to jurisdiction or venue; (4) waives any requirement of exhaustion of tribal court or administrative remedies for any Action arising out of or related to this Agreement; and (5) expressly acknowledges and agrees that Company is not subject to the jurisdiction of Customer’s tribal court or any similar tribal forum, that Customer will not bring any action against Company in tribal court, and that Customer will not avail itself of any ruling or direction of the tribal court permitting or directing it to suspend its payment or other obligations under this Agreement. The individual signing on behalf of Customer warrants and represents that such individual is duly authorized to provide this waiver and enter into this Agreement and that this Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms. 1-26.130-4 (0225) Supersedes 1-26.130-4(1024) Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 16 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. SECURITY ADDENDUM This Addendum shall be applicable to the sale, installation and use of Trane equipment and the sale and provision of Trane services. “Trane” shall mean Trane U.S. Inc. for sales and services in the United States, or Trane Canada ULC for sales and services in Canada. 1. Definitions. All terms used in this Addendum shall have the meaning specified in the Agreement unless otherwise defined herein. For the purposes of this Addendum, the following terms are defined as follows: “Customer Data” means Customer account information as related to the Services only and does not include HVAC Machine Data or personal data. Trane does not require, nor shall Customer provide personal data to Trane under the Agreement. Such data is not required for Trane to provide its Equipment and/or Services to the Customer. “Equipment” shall have the meaning set forth in the Agreement. “HVAC Machine Data” means data generated and collected from the product or furnished service without manual entry. HVAC Machine Data is data relating to the physical measurements and operating conditions of a HVAC system, such as but not limited to, temperatures, humidity, pressure, HVAC equipment status. HVAC Machine Data does not include Personal Data and, for the purposes of this agreement, the names of users of Trane’s controls products or hosted applications shall not be Personal Data, if any such user chooses to use his/her name(s) in the created accounts within the controls product (e.g., firstname.lastname@address.com). HVAC Machine Data may be used by Trane: (a) to provide better support services and/or products to users of its products and services; (b) to assess compliance with Trane terms and conditions; (c) for statistical or other analysis of the collective characteristics and behaviors of product and services users; (d) to backup user and other data or information and/or provide remote support and/or restoration; (e) to provide or undertake: engineering analysis; failure analysis; warranty analysis; energy analysis; predictive analysis; service analysis; product usage analysis; and/or other desirable analysis, including, but not limited to, histories or trends of any of the foregoing; and (f) to otherwise understand and respond to the needs of users of the product or furnished service. “Personal Data” means data and/or information that is owned or controlled by Customer, and that names or identifies, or is about a natural person, such as: (i) data that is explicitly defined as a regulated category of data under any data privacy laws applicable to Customer; (ii) non-public personal information (“NPI”) or personal information (“PI”), such as national identification number, passport number, social security number, social insurance number, or driver’s license number; (iii) health or medical information, such as insurance information, medical prognosis, diagnosis information, or genetic information; (iv) financial information, such as a policy number, credit card number, and/or bank account number; (v) personally identifying technical information (whether transmitted or stored in cookies, devices, or otherwise), such as IP address, MAC address, device identifier, International Mobile Equipment Identifier (“IMEI”), or advertising identifier; (vi) biometric information; and/or (vii) sensitive personal data, such as, race, religion, marital status, disability, gender, sexual orientation, geolocation, or mother’s maiden name. “Security Incident” shall refer to (i) a compromise of any network, system, application or data in which Customer Data has been accessed or acquired by an unauthorized third party; (ii) any situation where Trane reasonably suspects that such compromise may have occurred; or (iii) any actual or reasonably suspected unauthorized or illegal Processing, loss, use, disclosure or acquisition of or access to any Customer Data. “Services” shall have the meaning set forth in the Agreement. 2. HVAC Machine Data; Access to Customer Extranet and Third Party Systems. If Customer grants Trane access to HVAC Machine Data via web portals or other non-public websites or extranet services on Customer’s or a third party’s website or system (each, an “Extranet”), Trane will comply with the following: a. Accounts. Trane will ensure that Trane’s personnel use only the Extranet account(s) designated by Customer and will require Trane personnel to keep their access credentials confidential. b. Systems. Trane will access the Extranet only through computing or processing systems or applications running operating systems managed by Trane that include: (i) system network firewalls; (ii) centralized patch management; (iii) operating system appropriate anti-malware software; and (iv) for portable devices, full disk encryption. c. Restrictions. Unless otherwise approved by Customer in writing, Trane will not download, mirror or permanently store any HVAC Machine Data from any Extranet on any medium, including any machines, devices or servers. d. Account Termination. Trane will terminate the account of each of Trane’s personnel in accordance with Trane’s standard practices after any specific Trane personnel who has been authorized to access any Extranet (1) no longer needs access to HVAC Machine Data or (2) no longer qualifies as Trane personnel (e.g., the individual leaves Trane’s employment). e. Third Party Systems. Trane will provide Customer prior notice before it uses any third party system that stores or may otherwise have access to HVAC Machine Data, unless (1) the data is encrypted and (2) the third party system will not have access to the decryption key or unencrypted “plain text” versions of the HVAC Machine Data. 3. Customer Data; Confidentiality. Trane shall keep confidential, and shall not access or use any Customer Data and information that is marked confidential or by its nature is considered confidential (“Customer Confidential Information”) other than for the Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 17 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. purpose of providing the Equipment and Services, and will disclose Customer Confidential Information only: (i) to Trane’s employees and agents who have a need to know to perform the Services, (ii) as expressly permitted or instructed by Customer, or (iii) to the minimum extent required to comply with applicable law, provided that Trane (1) provides Customer with prompt written notice prior to any such disclosure, and (2) reasonably cooperate with Customer to limit or prevent such disclosure. 4. Customer Data; Compliance with Laws. Trane agrees to comply with laws, regulations governmental requirements and industry standards and practices relating to Trane’s processing of Customer Confidential Information (collectively, “Laws”). 5. Customer Data; Information Security Management. Trane agrees to establish and maintain an information security and privacy program, consistent with applicable HVAC equipment industry practices that complies with this Addendum and applicable Laws (“Information Security Program”). The Information Security Program shall include appropriate physical, technical and administrative safeguards, including any safeguards and controls agreed by the Parties in writing, sufficient to protect Customer systems, and Customer’s Confidential Information from unauthorized access, destruction, use, modification or disclosure. The Information Security Program shall include appropriate, ongoing training and awareness programs designed to ensure that Trane’s employees and agents, and others acting on Trane’s, behalf are aware of and comply with the Information Security Program’s policies, procedures, and protocols. 6. Monitoring. Trane shall monitor and, at regular intervals consistent with HVAC equipment industry practices, test and evaluate the effectiveness of its Information Security Program. Trane shall evaluate and promptly adjust its Information Security Program in light of the results of the testing and monitoring, any material changes to its operations or business arrangements, or any other facts or circumstances that Trane knows or reasonably should know may have a material impact on the security of Customer Confidential Information, Customer systems and Customer property. 7. Audits. Customer acknowledges and agrees that the Trane SOC2 audit report will be used to satisfy any and all audit/inspection requests/requirements by or on behalf of Customer. Trane will make its SOC2 audit report available to Customer upon request and with a signed nondisclosure agreement. 8. Information Security Contact. Trane’s information security contact is Local Sales Office. 9. Security Incident Management. Trane shall notify Customer after the confirmation of a Security Incident that affects Customer Confidential Information, Customer systems and Customer property. The written notice shall summarize the nature and scope of the Security Incident and the corrective action already taken or planned. 10. Threat and Vulnerability Management. Trane regularly performs vulnerability scans and addresses detected vulnerabilities on a risk basis. Periodically, Trane engages third-parties to perform network vulnerability assessments and penetration testing. Vulnerabilities will be reported in accordance with Trane’s cybersecurity vulnerability reported process. Trane periodically provides security updates and software upgrades. 11. Security Training and Awareness. New employees are required to complete security training as part of the new hire process and receive annual and targeted training (as needed and appropriate to their role) thereafter to help maintain compliance with Security Policies, as well as other corporate policies, such as the Trane Code of Conduct. This includes requiring Trane employees to annually re-acknowledge the Code of Conduct and other Trane policies as appropriate. Trane conducts periodic security awareness campaigns to educate personnel about their responsibilities and provide guidance to create and maintain a secure workplace. 12. Secure Disposal Policies. Trane will maintain policies, processes, and procedures regarding the disposal of tangible and intangible property containing Customer Confidential Information so that wherever possible, Customer Confidential Information cannot be practicably read or reconstructed. 13. Logical Access Controls. Trane employs internal monitoring and logging technology to help detect and prevent unauthorized access attempts to Trane’s corporate networks and production systems. Trane’s monitoring includes a review of changes affecting systems’ handling authentication, authorization, and auditing, and privileged access to Trane production systems. Trane uses the principle of “least privilege” (meaning access denied unless specifically granted) for access to customer data. 14. Contingency Planning/Disaster Recovery. Trane will implement policies and procedures required to respond to an emergency or other occurrence (i.e. fire, vandalism, system failure, natural disaster) that could damage Customer Data or any system that contains Customer Data. Procedures include the following (i) Data backups; and (ii) Formal disaster recovery plan. Such disaster recovery plan is tested at least annually. 15. Return of Customer Data. If Trane is responsible for storing or receiving Customer Data, Trane shall, at Customer’s sole discretion, deliver Customer Data to Customer in its preferred format within a commercially reasonable period of time following the expiration or earlier termination of the Agreement or, such earlier time as Customer requests, securely destroy or render unreadable or undecipherable each and every original and copy in every media of all Customer’s Data in Trane’s possession, Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39 Orange Co Whitted Chiller September 08, 2025 Page 18 of 18 © 2025 Trane Technologies. All Rights Reserved. Confidential and Proprietary Information of Trane U.S. Inc. custody or control no later than [90 days] after receipt of Customer’s written instructions directing Trane to delete the Customer Data. 16. Background Checks Trane shall take reasonable steps to ensure the reliability of its employees or other personnel having access to the Customer Data, including the conducting of appropriate background and/or verification checks in accordance with Trane policies. 17. DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY APPLICABLE WARRANTIES IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT AS TO SUCH SERVICES SHALL BE WITH CUSTOMER. TRANE DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR RETURN/RESPONSE TO INQUIRIES WITHIN ANY SPECIFIC PERIOD OF TIME. October 2024 Supersedes: November 2023v2 Docusign Envelope ID: A027BEC4-9CD8-4C1F-889C-FED6DE495C39