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(RT#7178 Zephyrhills FL RTU 2 December 10 2019
<br /> shipped within Canada,without regard to its conflict of law principles that might othe ise call for the application of a different state's or province's law,
<br /> and not including the United Nations Convention on Contracts for the International ale of Goods. Any action or suit arising out of or related to this
<br /> Agreement must be commenced within one year after the cause of action has accr ed. To the extent the Equipment is being used at a site owned
<br /> and/or operated by arhy`�gency of the Federal Government,determination of any su stantive issue of law shall be according to the Federal common
<br /> law of Government contracts as enunciated and applied by Federal judicial bodies a d boards of contract appeals of the Federal Government. This
<br /> Agreement contains all of the agreements, representations and understandings I of the parties and supersedes all previous understandings,
<br /> commitments or agreements, oral or written, related to the subject matter hereof. his Agreement may not be amended, modified or terminated
<br /> except by a writing signed by the parties hereto. No documents shall be incorporated Perein by reference except to the extent Company is a signatory
<br /> thereon.If any term or condition of this Agreement is invalid,illegal or incapable of be ng enforced by any rule of law,all other terms and conditions of
<br /> this Agreement will nevertheless remain in full force and effect as long as the econom,is or legal substance of the transaction contemplated hereby is
<br /> not affected in a manner adverse to any party hereto.Customer may not assign,trans er,or convey this Agreement,or any part hereof,or its right,title
<br /> or interest herein,without the written consent of the Company. Subject to the foregoi g,this Agreement shall be binding upon and inure to the benefit
<br /> of Customer's permitted successors and assigns.This Agreement may be executed in several counterparts,each of which when executed shall be
<br /> deemed to be an original, but all together shall constitute but one and the same Ag eement. A fully executed facsimile copy hereof or the several
<br /> counterparts shall suffice as an original.
<br /> 19. Equal Employment Opportunity/Affirmative Action Clause. Company is a fe eral contractor that complies fully with Executive Order 11246,
<br /> as amended,and the applicable regulations contained in 41 C.F.R.Parts 60-1 throu h 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 applicable r gulations contained in 41 C.F.R. Part 60-250 Executive Order
<br /> 13496 and Section 29 CFR 471,appendix A to subpart A,regarding the notice of em loyee rights in the United States and with Canadian Charter of
<br /> Rights and Freedoms Schedule B to the Canada Act 1982(U.K.)1982,c. 11 and app icable Provincial Human Rights Codes and employment law in
<br /> Canada.
<br /> 20. U.S.Government Work
<br /> The following provision applies only to direct sales by Company to the US Gove nment. The Parties acknowledge that Equipment ordered and
<br /> delivered under this Agreement are Commercial Items as defined under Part 12 of th Federal Acquisition Regulation(FAR).In particular,Company
<br /> agrees to be bound only by those Federal contracting clauses that apply to"commer ial"suppliers and that are contained in FAR 52.212-5(e)(1).
<br /> The following provision applies only to indirect sales by Company to the US overnment. As a Commercial Item Subcontractor,Company
<br /> accepts only the following mandatory flow down provisions: 52.219-8; 52.222-26; 5 .222-35; 52.222-36; 52.222-39; 52.247-64. If the sale of the
<br /> Equipment is in connection with a U.S.Government contract,Customer certifies that i has provided and will provide current,accurate,and complete
<br /> information, representations and certifications to all government officials, including b not limited to the contracting officer and officials of the Small
<br /> Business Administration, on all matters related to the prime contract, including bl t not limited to all aspects of its ownership, eligibility, and
<br /> performance. Anything herein notwithstanding,Company will have no obligations to ustomer unless and until Customer provides Company with a
<br /> true, correct and complete executed copy of the prime contract. Upon request, Cus omer will provide copies to Company of all requested written
<br /> communications with any government official related to the prime contract prior to or c ncurrent with the execution thereof,including but not limited to
<br /> any communications related to Customer's ownership,eligibility or performance of the prime contract. Customer will obtain written authorization and
<br /> approval from Company prior to providing any government official any information abo t Company's performance of the work that is the subject of the
<br /> Proposal or this Agreement,other than the Proposal or this Agreement.
<br /> 21. Limited Waiver of Sovereign Immunity. If Customer is an Indian tribe(in the .S.)or a First Nation or Band Council(in Canada), Customer,
<br /> whether acting in its capacity as a government, governmental entity, a duly organiz d corporate entity or otherwise, for itself and for its agents,
<br /> successors, and assigns: (1) hereby provides this limited waiver of its sovereign im unity as to any damages, claims, lawsuit, or cause of action
<br /> (herein"Action")brought against Customer by Company and arising or alleged to ari a out of the furnishing by Company of any product or service
<br /> under this Agreement,whether such Action is based in contract,tort,strict liability,civil I ability or any other legal theory;(2)agrees that jurisdiction and
<br /> 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
<br /> Company is performing this Agreement or(b) if Customer is in Canada, in the sup rior court of the province or territory in which the work was
<br /> performed;(3)expressly consents to such Action,and waives any objection to jurisdicti n or venue;(4)waives any requirement of exhaustion of tribal
<br /> court or administrative remedies for any Action arising out of or related to this Agreeme t;and(5)expressly acknowledges and agrees that Company
<br /> is not subject to the jurisdiction of Customer's tribal court or any similar tribal forum,th t Customer will not bring any action against Company in tribal
<br /> 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
<br /> obligations under this Agreement. The individual signing on behalf of Customer warr nts and represents that such individual is duly authorized to
<br /> provide this waiver and enter into this Agreement and that this Agreement constitutes th valid and legally binding obligation of Customer,enforceable
<br /> in accordance with its terms.
<br /> 1-26.130-4(0614)
<br /> Supersedes 1-26.130-4(0214)
<br /> FLD=Furnished by Trane U.S.Inc./Installed by Equipment Proposal Page 8 of 8
<br /> Others
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