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City of San Leandro
<br />Installation Agreement
<br />Page 4 of 9
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<br />4. INDEPENDENT CONTRACT. It is agreed between Purchaser and Climatec LLC that Climatec LLC shall
<br />perform the Work as an independent contractor. Climatec LLC may use subcontractors to perform work
<br />hereunder, provided Climatec LLC shall fully pay said subcontractors and in all instances remain fully responsible
<br />for (a) the proper completion of this agreement and (b) supervising such subcontractor’s work and for the quality
<br />of the work they produce.
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<br />5. MATERIALS. All materials shall be new, in compliance with all applicable laws and codes, and shall be covered
<br />by a manufacturer’s warranty, if appropriate. If the materials or equipment included in this agreement become
<br />temporarily or permanently unavailable, the time for performance of the work shall be extended to the extent
<br />thereof, and in case of permanent unavailability, Climatec LLC shall (a) be excused from furnishing said materials
<br />or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment
<br />permanently unavailable and the cost of a reasonable substitute therefore.
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<br />6. COMPLETION. The work specified in Section 1 shall be considered completed upon approval by the
<br />Purchaser, provided that the Purchaser’s approval shall not be unreasonably withheld.
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<br />7. WARRANTY. Climatec LLC warrants that the equipment and systems provided under this contract shall be free
<br />from defects in material and workmanship arising from normal usage for a period of one year from the date of
<br />beneficial use or eighteen months from delivery of said equipment or systems. Within the warranty period, if
<br />Purchaser provides written notice to Climatec LLC of any such defects within thirty (30) days after the appearance
<br />or discovery of such defect, Climatec LLC shall, at its option, repair or replace the defective equipment and return
<br />said equipment to Purchaser. All transportation charges incurred in connection with the warranty for equipment
<br />shall be borne by Purchaser, unless otherwise provided for in manufacturer warranties. These warranties do not
<br />extend to any equipment which has been repaired by others, abused, altered or misused, or which has not been
<br />properly and reasonably maintained. All transferable manufacturer warranties associated with the equipment will
<br />be transferred to the Purchaser. These warranties are in lieu of all other warranties, expressed or implied, including
<br />but not limited to those of merchantability and fitness for a specific purpose.
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<br />8. LIABILITY. Climatec LLC shall not be liable for any special, indirect, or consequential damages arising in any
<br />manner from the equipment, material, or systems furnished or the work performed pursuant to this agreement.
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<br />9. TAXES. The price of this agreement ($8,045,781.00) includes duties, sale, use, excise or other similar taxes
<br />required by federal, state or local laws in effect at the time of agreement execution.
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<br />10. DELAYS. Climatec LLC shall not be liable for any delay in the performance of the work resulting from or
<br />attributed to acts or circumstance beyond Climatec LLC’s control, including but not limited to acts of God, riots,
<br />labor disputes, conditions of the premises, acts or omissions of the Purchaser, or other Contractors or delays
<br />caused by suppliers or subcontractors of Climatec LLC, etc. If Purchaser delays project for greater than 60 days,
<br />Climatec LLC can recover any cost inflation on un-billed materials that were either stored or yet to be purchased.
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<br />11. REBATES, UTILITY INCENTIVES, AND GRANTS. Unless otherwise stated in the project scope-of-
<br />work, or cash flow analysis, any and all rebates, incentives, grants that are earned through the course of this
<br />project from public or private utilities, municipalities, development districts or state funding are 100% the
<br />property of the Purchaser. The paperwork, inspections and verification required to collect these monies are the
<br />sole responsibility of the Purchaser. Climatec LLC agrees to assist the Purchaser where required by the
<br />jurisdiction in the form of data required for the application and authorizing signatures.
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<br />12. TAX CREDITS, TAX DEDUCTIONS AND 179d QUALIFYING CREDITS. Unless otherwise stated in
<br />the contract, any and all eligible tax credits or incentives that can be earned through the course of this project
<br />from State, Local or Federal agencies for energy efficient design are 100% the property of Climatec LLC or their
<br />designee. The paperwork, inspections and verification required to collect these credits are the sole responsibility
<br />of Climatec LLC. The customer agrees to assist Climatec LLC where required by the jurisdiction in the form of
<br />data required for the application and authorizing signatures and/or transfers. In the event the Customer incurs
<br />expenses related to the processing of the applications, Climatec LLC shall reimburse these direct costs.
<br />DocuSign Envelope ID: 1DDC1773-ED91-404B-97DD-AC3EFDBAD0DD
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