HomeMy WebLinkAboutJohnson Controls Fire Protection LP/STREET/$2,250.26/Annual Service AgreementJohnson ControlsFireProtectionLP
Street Department - 2023
Appropriation #22012201 43-509.00Motor Vehicle Highway Fund; P.O. #109796
Contract Not ToExceed $2,250.26 CzTfshfzHsfdivlijobu3;69qn-Kvm18-3134
AGREEMENTFORPURCHASEOFGOODSANDSERVICES
THISAGREEMENTFORPURCHASEOF GOODSAND SERVICES("Agreement")is hereby entered into by
andbetweentheCityofCarmel,Indiana, acting by and through itsBoard ofPublicWorks andSafety("City"),and
JohnsonControlsFire ProtectionLP an entity dulyauthorizedto do businessin the State of Indiana("Vendor").
TERMSANDCONDITIONS
1.ACKNOWLEDGMENT,ACCEPTANCE:
Vendoracknowledgesthat it has read and understandsthis Agreement, and agreesthat its executionofsame
constitutesits acceptanceofallofthe Agreement'sterms and conditions.
2.PERFORMANCE:
Cityagreesto purchasethe goods and/orservices(the "Goodsand Services") fromVendorusing City budget
appropriationnumber 2201220143-509.00MotorVehicle Highwayfunds.Vendor agrees toprovidetheGoods
and Servicesand tootherwiseperformthe requirementsof this Agreementby applyingat all times the highest
technical and industry standards.
3.PRICEANDPAYMENTTERMS:
3.1Vendorestimatesthat thetotal price fortheGoodsand ServicestobeprovidedtoCity hereundershall
benomorethanTwoThousandTwoHundred Fifty DollarsandTwenty Six Cents($2,250.26)(the
Estimate").Vendorshall submit an invoiceto City no morethan once everythirty(30) days detailing the
GoodsandServicesprovided toCity withinsuch timeperiod. City shallpayVendorforsuch Goods and
Serviceswithinthirty-five(35)daysafterthedateofCity'sreceiptofVendor'sinvoice detailing same,
solongasandtotheextentsuchGoodsandServicesarenotdisputed, areinconformance withthe
specificationsset forthin Exhibit A, aresubmittedon an invoicethat containsthe information contained
onattachedExhibit B, andVendorhas otherwiseperformedand satisfiedall the terms and conditions
of this Agreement.
3.2Vendoragreesnottoprovideany Goodsand Services toCitythatwould cause thetotal costof the
GoodsandServicesprovided by VendortoCityhereundertoexceedtheEstimate, unless City has
previouslyagreed,inwriting,to payan amount in excess thereof. All paymentsand any late payments
feesshallbepursuanttoIndiana Prompt PaymentStatute;Ind.Code 5-17-5etal.
4.WARRANTY:
Vendor expresslywarrants that theGoods andServices covered bythisAgreement will conform tothose
certainspecifications, descriptionsand/orquotations regardingsame aswere provided toVendor by City
and/orbyVendorto and acceptedby City, all ofwhichdocumentsare incorporatedhereinby reference, and that
the Goodsand Serviceswill be delivered ina timely,good and workmanlikemannerand free from defect. Vendor
acknowledgesthatitknows ofCity'sintendeduse and expresslywarrantsthat theGoodsand Services provided
to Citypursuantto this Agreementhave beenselectedby Vendorbased upon City'sstated use andarefitand
sufficientfortheirparticularpurpose.
5.TIMEANDPERFORMANCE:
This Agreementshall becomeeffectiveas of the last date onwhich a party hereto executes same ("Effective
Date"), andboth parties shall thereafterperformtheir obligationshereunderin a timely manner.Time is of the
essenceof this Agreement.
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
Johnson Controls Fire Protection LP
Street Department - 2023
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796
Contract Not To Exceed $2,250.26
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information relating
thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to
City sufficient written warning and notice (including appropriate labels on containers and packing) of any
hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c)
fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not
correct such failure or breach within five (5) business days (or such shorter period of time as is commercially
reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d)
becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or
dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate
all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers’ compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for
any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The
coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its
insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled
without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against
any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for
injury, death and/or damages to any person or property arising from or in connection with Vendor’s provision
of Goods and Services pursuant to or under this Agreement or Vendor’s use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees,
and other expenses, caused by any act or omission of Vendor and/or of any of Vendor’s agents, officers,
employees, contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
Johnson Controls Fire Protection LP
Street Department - 2023
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796
Contract Not To Exceed $2,250.26
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility
status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein
as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly
employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation
indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract
for the performance of any work under and pursuant to this Agreement, itshall fully comply with the Indiana E-
Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana
E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed,
terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-
Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not affect
the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of
a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any
other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City’s prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor
under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except
for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive
their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only,
and agree that such court is the appropriate venue for and has jurisdiction over same.
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
Johnson Controls Fire Protection LP
Street Department - 2023
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796
Contract Not To Exceed $2,250.26
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid
U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein:
If to City: City of Carmel AND City of Carmel
Street Department Office of Corporation Counsel
st3400W131 Street One Civic Square
Carmel, Indiana 46074 Carmel, Indiana 46032
If to Vendor: Johnson Controls Fire Protection LP
PO Box 10320
Palatine, Illinois 60055-0320
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the
date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor,
immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or
if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided
hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the
undisputed invoice amount representing conforming Goods and Services delivered as of the date of
termination, except that such payment amount shall not exceed the Estimate amount in effect at the
time of termination, unless the parties have previously agreed in writing to a greater amount.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice
amount of conforming Goods and Services delivered as of the date of termination, except that such
payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the
parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor
of such additional goods and services desired, as well as the time frame in which same are to be provided.
Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and
services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
Johnson Controls Fire Protection LP
Street Department - 2023
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796
Contract Not To Exceed $2,250.26
such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of
the City’s authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2023 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION
26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Vendor.
26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all
subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment,
penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall
immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s
request, take all steps required by the City to terminate its contractual relationship with the subcontractor for
work to be performed under this Agreement.
27. IRAN CERTIFICATION
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in
investment activities within the Country of Iran.
28. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
Johnson Controls Fire Protection LP
Strcet Dcpartmcnt - 2023
Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O. #109796
Contract Not To Exceed $2,250.26
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition contained
in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement
may only be modified by written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date
ATTEST:
Sue Wolfgang, Clerk
Date:
Johnson Controls Fire Protection LP
By:
Authorized Signature
Steven Whitehouse
Printed Name
TSM of JCI Fire Protection LP
Title
Date: 7/7/2023
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
8/16/2023
8/16/2023
8/16/2023
8/16/2023
Exhibit A
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DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
TERMSANDCONDITIONS guaranty orwarranty, including any impliedwarranty ofmerchantability
1.Term. The Initial Term of this Agreement shall commence on the date ofor fitness for a particular purpose that equipment or services supplied
byCompany willdetect oravertoccurrences ortheconsequencesthisAgreementandcontinuefortheperiodindicatedinthisAgreement. At
therefrom thattheequipment orservice wasdesigned todetectoravert. the conclusion of the Initial Term, this Agreement shall automatically extend
Itisimpractical andextremely difficulttofixtheactualdamages, ifany, for successive terms equal to the Initial Term (subject to Section 3) unless
whichmayproximately resultfromfailure onthepartofCompany toeitherpartygiveswrittennoticetotheotherpartyatleastthirty (30) days prior
performanyofitsobligations underthisAgreement. Accordingly, to the end of the then-
Customer agrees thatCompany shallbeexempt fromliability forany2.Payment andInvoicing.Unless otherwise agreed by the parties in writing,
loss, damage orinjury arising directlyorindirectly fromoccurrences, fees for Services to be performed shall be paid annually in advance. Unless
orthe consequences therefrom, whichthe equipment orservice wasotherwiseagreedtobytheparties, amounts are due upon receipt of the
designed todetectoravert. Should Company befound liableforanyinvoicebyCustomer. Invoices shall be paid by Customer via electronic
loss, damageorinjuryarising fromafailureoftheequipment orservicedeliveryviaEFT/ACH. Invoicing disputes must be identified in writing within
21 days of the invoice date. Payments of any disputed amounts are due and-siteat
obligation to perform Services under the Agreement. Work performed on athe Agreement price (as increased by the price for any additional work)
time and material basis shall be at the thenprevailing Company rate foror, where the t
material, labor, and related items, in effect at the time supplied under thistime and material payments to Company. Where this Agreement covers
Agreement. Customer acknowledges and agrees that timely payments of the multiplesites, liability shallbelimited totheamount ofthepayments
full amounts listed oninvoices is an essential term of this Agreement andliability
withrespect toMonitoring Services issetforth inSection 18ofthis
this Agreement. Customer further acknowledges that if there is any amountAgreement. Such sum shall be complete and exclusive. IN NO EVENT
outstanding on an invoice, it is material to Company and will give Company,SHALLCOMPANY BELIABLE, FORANYDAMAGE, LOSS, INJURY, OR
without prejudice to any other right or remedy, the right to, without notice: (i) ANYOTHER CLAIMARISING FROMANYSERVICING, ALTERATIONS,
suspend, discontinue or terminate performing any Services and/or withhold MODIFICATIONS, CHANGES, ORMOVEMENTS OFTHECOVERED
further deliveries of equipment and other materials, terminate or suspend any SYSTEM(S), ASHEREINAFTER DEFINED, ORANYOFITSCOMPONENT
PARTSBYCUSTOMER ORANYTHIRDPARTY. Tothemaximum extent
terminate this Agreement; and (ii) charge Customer interest on the amounts permittedbylaw, innoeventshallCompanyand itsaffiliates and their
unpaid at a rate equal to the lesser of one and one half (1.5) percent per respective personnel, suppliers and vendors beliabletoCustomer or
month or the maximum rate permitted under applicable law, until payment is anythird partyunderanycause ofactionortheory ofliability, evenif
advised ofthepossibility ofsuchdamages, forany (a) special,
incidental, consequential, punitive orindirect damages ofanykind; (b)
exercise any or all rights or remedies under this Agreement.Company shall lossofprofits, revenues, data, customer opportunities, business,
not be liable for any damages, claims, expenses, or liabilities arising from or anticipated savings orgoodwill; (c) business interruption; or (d) data
relating to suspension of Services for non-payment. In the event that there lossorotherlosses arising fromviruses, ransomware, cyberattacks or
are exigent circumstances requiring services or the Company otherwise failures orinterruptions tonetwork systems. Thelimitations ofliability
performs Services at the premises following suspension, those services shall setforth inthisAgreement shallinuretothebenefit ofallparents,
be governed by the terms of this Agreement unless a separate contract is subsidiaries and affiliatesofCompany, whether directorindirect,
to collect payment,Customer shall immediately notify Company in writing and 6.Reciprocal Waiver ofClaims (SAFETY Act). Certain of Company's
explain the basis of the dispute. systems and services have received Certification and/or Designation as
reasonable collection costs, including legal fees and expenses. Qualified Anti--
3.Pricing. The pricing set forth in this Agreement is based on the number of terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-
devices and services to be performed as set forth in this Agreement. If the
actual number of devices installed or services to be performed is greater than extent permitted by law, Company and Customer hereby agree to waive their
that set forth in this Agreement, the price will be increased accordingly. right to make any claims against the other for any losses, including business
Company may increase prices upon notice to Customer to reflect increases interruption losses, sustained by either party or their respective employees,
in material and labor costs. All stated prices are exclusive of and Customer
agrees to pay any taxes, fees, duties, tariffs, false alarm assessments, C.F.R. 25.2, when QATT have been deployed in defense against, response
installation or alarm permits and levies or other similar charges imposed to, or recovery from such Act of Terrorism.
and/or enacted by a government, however designated or imposed, including 7.Indemnity. Customeragrees toindemnify, holdharmless and defend
but not limited to value-added and withholding taxes that are levied or based Company againstany andalllosses, damages, costs, including expert
upon the amounts paid under this Agreement.Prices in any quotation orfees and costs, and expenses including reasonable defense costs,
arising fromanyandallthirdpartyclaims forpersonalinjury, death, proposal from Company are subject to change upon notice sent to Customer
property damage oreconomic loss, arising inanywayfromanyact oratanytimebeforethequotationorproposalhasbeenaccepted. Company
will provide Customer with notice of any pricing adjustments applicable to anyomission of Customer or Company relating in any way to this
Renewal Term no later than 45 days prior to the commencement of thatAgreement, including but not limited to the Services under this
Renewal Tern. Unless Customer terminates the Agreement at least thirtyAgreement, whether such claims are based upon contract, warranty,
30) days prior to the start of such Renewal Term, the adjusted price shall betort (including but not limited to active or passive negligence), strict
the price for the Renewal Term. Prices for products covered by thisliability or otherwise. Company reserves the right to select counsel to
Agreement may be adjusted by Company, upon notice to Customer at any
toindemnification anddefense ofCompany withrespect toMonitoring
ServicesissetforthinSection 18ofthisAgreement.
of raw materials (e.g., steel, aluminum) inability to secure Products, changes 8.General Provisions.Customer has selected the service level desired after
or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, considering and balancing various levels of protection afforded and their
any similar charges, or to cover any extra, unforeseen and unusual cost related costs. All work to be performed by Company will be performed during
elements. normal working hours of normal working days (8:00 a.m. -5:00 p.m., Monday
4.CodeCompliance.Company does not undertake an obligation to inspectthrough Friday, excluding Company holidays), as defined by Company,
for compliance with laws or regulations unless specifically stated in this unless additional times are specificallydescribed in this Agreement. All work
Agreement. Customer acknowledges that the Authority Having Jurisdiction performed unscheduled unless otherwise specified in this Agreement.
e.g. Fire Marshal) may establish additional requirements for compliance with Appointments scheduled for fourhour window. Additional charges may apply
local codes. Any additional servicesor equipment required will be providedfor special scheduling requests (e.g. working around equipment shutdowns,
at an additional cost to Customer. after hours work). Company will perform the services described in the
5.Limitation ofLiability; Limitations ofRemedy. Customer understands
that Company offers several levels of protection services and that the level
described has been chosen by Customer after considering and balancingN THIS AGREEMENT,
ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDERvariouslevelsofprotectionaffordedandtheirrelatedcosts. Itisunderstood
THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, andagreed byCustomer thatCompany isnotaninsurer and that
REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELDinsurancecoverageshallbeobtainedbyCustomerandthatamounts
ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THEpayabletoCompanyhereunderarebaseduponthevalueofthe
CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TOservicesandthescopeofliabilitysetforthinthisAgreementandare
CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR
EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THElocatedonthepremises. Customer agrees tolookexclusively to
PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE
THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OFlossorinjury. Customer releasesandwaives allrightofrecovery
THE ITEM OR DUETO NORMAL WEAR AND TEAR. THIS AGREEMENTagainstCompanyarisingbywayofsubrogation. Company makes no
Rev. September. 2022
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS commodities, if required to perform work required by this Agreement,
THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER Customer hereby agrees that Company may terminate the Agreement, or the
OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL relevant portion of the Agreement, at no additional cost and without penalty.
WIRING, AND PIPING. Customer agrees to pay Company in full for all work performed up to the time
of any such termination. 9. CustomerResponsibilities. Customer shall regularly test the System(s)
14. Confined Space. If access to confined space by Company is required for
recommendations. Customer shall promptly notify Company of any the performance of Services, Services shall be scheduled and performed in
rate.
This Agreement assumes any existing system(s) are in operational and 15. Hazardous Materials. Customer represents that, except to the extent that
maintainable condition as of the Agreement date. If, upon inspection, Company has been given written notice of the following hazards prior to the
Company determines that repairs are recommended, repair charges will be
site representative prior to work. Space in which work must be performed that, because of its construction,
Should such repair work be declined, Company shall be relieved from any location, contents or work activity therein, accumulation of a hazardous
and all liability arising therefrom. gas, vapour, dust or fume or the creation of an oxygen-deficient
Customer further agrees to: atmosphere may occur,
provide Company clear access to Covered System(s) to be serviced A for work Company
including, if applicable, lift trucks or other equipment needed to reach performs in the United States;
inaccessible equipment; risk of infectious disease;
supply suitable electrical service, heat, heat tracing adequate water supply, need for air monitoring, respiratory protection, or other medical risk; or
and required system schematics and/or drawings; asbestos, asbestos-containing material, formaldehyde or other
notify all required persons, including but not limited to authorities having potentially toxic or otherwise hazardous material contained in or on the
jurisdiction, employees, and monitoring services, of scheduled testing surface of the floors, walls, ceilings, insulation or other structural
and/or repair of systems; components of the area of any building where work is required to be
performed under this Agreement. provide a safe work environment;
in the event of an emergency or Covered System(s) failure, take reasonable
Company shall have the right to rely on the representations listed above. Ifprecautionstoprotectagainstpersonalinjury, death, and/or property
Hazardous Conditions are encountered by Company during the course ofdamageandcontinuesuchmeasuresuntiltheCoveredSystem(s) are
operational; and
comply with all laws, codes, and regulations pertaining to the equipment
perform in the area where the Hazardous Conditions exist until the area hasand/or Services provided under this Agreement.
been made safe by Customer as certified in writing by an independentCustomerrepresentsandwarrantsthatithastherighttoauthorizetheServices
testing agency, and Customer shall pay disruption expenses and re- to be performed as set forth in this Agreement. Customer is solely responsible
for the establishment, operation, maintenance, access, security and other mobilization expenses as determined by Company. This Agreement does
not provide for the cost of testing involving a discharge or release, capture,
Network access for providing its services. Products networked, connected to
the internet, or otherwise connected to computers or other devices must be
appropriately protected by Customer and/or end user against unauthorized firefighting materials including without limitation any firefighting foam
access. Customer is responsible to take appropriate measures, including encountered in and/or discharged from any of the Covered System(s)
performing back-ups, to protect information, including without limit data, and/or during performance of the Services. Said materials shall at all times
sof remain the responsibility and property of Customer. Customer shall be
10. Repair Services. Where Customer expressly includes repair, responsible for any Discharge Services associated with such materials,
replacement, and emergency response services in the Service Solution including all discharged firefighting foam in accordance with all applicable
section of this Agreement, such Services apply only to the components or law. Company shall not be responsible for the testing, removal or disposal
equipment of the Covered System(s). Customer agrees to promptly request of such hazardous materials. Customer shall indemnify and hold CompanyrepairservicesintheeventtheSystembecomesinoperableorotherwiseharmlessfromandagainstanyandallclaims, demands and/or damagesrequiresrepair. The Agreement price does not include repairs to the Covered arising in whole or in part from the use of or any Discharge ServicesSystem(s) recommended by Company as a result of an inspection, for which associated with any hazardous waste, hazardous materials, or firefightingCompanywillsubmitindependentpricingtoCustomerandastowhichmaterialsincludingwithoutlimitationfirefightingfoamencounteredorCompanywillnotproceeduntilCustomerauthorizessuchworkandapprovesdischargedduringperformanceoftheServices. the pricing. Repair or replacement of non-maintainable parts of the Covered 16. Covid-19Vaccination. Company expressly disclaims any requirement, System(s) including, but not limited to, unit cabinets, insulating material,
understanding or agreement, express or implied, included directly orelectricalwiring, structural supports, and all other non-moving parts, is not incorporated by reference, in any Customer purchase order, solicitation, included under this Agreement.
notic11. System Equipment. The purchase of equipment or peripheral devices, Covid-19 under any federal, state/provincial or local law, regulation or orderincludingbutnotlimitedtosmokedetectors, passive infrared detectors, card
applicable to government contracts or subcontracts, including, withoutreaders, sprinkler system components, extinguishers and hoses) from
limitation, Presidential Executive OCompanyshallbesubjecttothetermsandconditionsofthisAgreement. If, in
Regulation (FAR) 52.223- which is attached to the Covered System(s), whether provided by Company,
Customer or a third party, interferes with the proper operation of the Covered sonnel if and only to the extent contained in a writtenSystem(s), Customer shall remove or replace such device or equipment
agreement physically signed by an authorized officer of Company. promptly upon notice from Company. Failure of Customer to remove or replace 17. OtherServices. the device shall constitute a material breach of this Agreement. IfCustomer A. Remote Service. If Customer selects Remote Service, Company shalladdsanythirdpartydeviceorequipmenttotheCoveredSystem(s), Company
f education, remoteshallnotberesponsibleforanydamagetoorfailureoftheCoveredSystem(s)
assistance and triage that does not require programming changes to thecausedinwholeorinpartbysuchdeviceorequipment.
12. Reports. Where inspection and/or test services are selected, such
address physical damage to the system or a device; troubleshoot wiring
issues; programming changes and/or relocating, remounting, reconnecting, orform, which shall be given to Customer, and, where applicable, Company may
adding a device to the system. Customer understands and agrees that, whilesubmitacopythereoftothelocalauthorityhavingjurisdiction. The report and
recommendations by Company are only advisory in nature and are intended
system to Company via the Internet, Remote Service does not constitutetoassistCustomerinreducingtheriskoflosstopropertybyindicatingobvious
monitoring of the system, and Customer understands that Remote Servicedefectsorimpairmentsnotedtothesystemandequipmentinspectedand/or
does not provide for Company to contact the fire department or othertested. They are not intended to imply that no other defects or hazards exist or
authorities in the event of a fire alarm. Customer understands that if it wishesthatallaspectsoftheCoveredSystem(s), equipment, and components are
to receive monitoring of its fire alarm system and notification of the fireundercontrolatthetimeofinspection. Final responsibility for the condition and
department or other authorities in the event of a fire alarm, it must selectoperationoftheCoveredSystem(s) and equipment and components lies with
monitoring services as a separate Service under this Agreement. Customer. CUSTOMER FURTHER UNDERSTANDS ANDAGREES THATTHETERMS13. Availability andCostofSteel, Plastics & OtherCommodities. OFSECTION18.FOFTHISAGREEMENT APPLY TOREMOTESERVICE. Company shall not be responsible for failure to provide services, deliver B. Connected FireSprinkler Services; Connected FireAlarmServices. products, or otherwise perform work required by this Agreement due to lack of
Connected Fire Sprinkler Services and Connected Fire Alarm Services eachavailablesteelproductsorproductsmadefromplasticsorothercommodities.
means a data-analytics and software platform that uses a cellular or networkIntheeventCompanyisunable, after reasonable commercial efforts, to
acquire and provide steel products, or products made from plastics or other
Rev. September. 2022
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
responsible to provide monitoring services under this Agreement unless and
performance or potential malfunction. Connected Fire Sprinkler Services and Monitoring Center has been tested. SUCH SERVICES AREPROVIDED
Connected Fire Alarm Services are collectively, the Connected Equipment WITHOUT WARRANTY, EXPRESS ORIMPLIED, INCLUDING BUTNOT
Services. If Customer has purchased Connected Fire Sprinkler Services LIMITED TOANYIMPLIED WARRANTIES OFMERCHANTABILITY OR
and/or Connected Fire Alarm Services on any Covered Equipment, Customer FITNESSFOR APARTICULAR PURPOSE.
agrees to allow Company to install diagnostic sensors and communication BLimitation ofLiability; Limitations ofRemedy. Customer understands that
Company offers several levels of Monitoring Services and that the level
described has been chosen by Customer after considering and balancing
order for Company to deliver the connected services. For more information on various levels of protection afforded and their related costs. Itisunderstood
whether your particular equipment includes Connected Fire Sprinkler Services andagreed byCustomer thatCompany isnotaninsurer andthat
and/or Connected Fire Alarm Services, a subscription to such services and the insurance coverage shallbeobtained byCustomer andthatamounts
cost, if any, of such subscription, please see your applicable order, quote, payable toCompany hereunder arebased uponthevalue ofthe
proposal or purchase documentation or talk to your JCI sales representative. Monitoring Services andthescopeofliability setforthinthisAgreement
For certain subscriptions, Customer will be able to access equipment
ofotherslocatedonthepremises. Customer agrees tolookexclusively
app. The Gateway Device will be used to access, store, and trend data for the ventof
purposes of providing Connected Fire Sprinkler Services. Company will not anylossorinjuryandthatCustomer releases andwaives allrightof
use Connected Fire Sprinkler Services or the Connected Fire Alarm Services recoveryagainst Company arising bywayofsubrogation. Company
to remotely operate or make c makes noguaranty orwarranty, including anyimplied warrantyof
connection is disconnected by Customer, and a technician needs to be merchantability orfitness foraparticular purpose thatequipment or
Servicessupplied byCompany willdetectoravertoccurrences orthe
current standard applicable contract regular time and/or overtime rate for such consequences therefrom thattheequipment orService wasdesigned to
services. Company makes nowarranty orguarantee relating tothe detectoravert. Itisimpractical andextremely difficult tofixtheactual
Connected FireSprinkler ServicesorConnected FireAlarm Services. damages, ifany, whichmay proximately resultfromfailureonthepartof
Customer acknowledges that, whileConnected Fire AlarmServices or Company toperform anyofitsmonitoring obligations under this
Connected Sprinkler Services generally improve equipment performance Agreement. Accordingly, Customer agreesthat Company shallbe
andservices, theseservices donot prevent allpotential malfunction, exempt fromliability foranyloss, damage orinjury arisingdirectly or
insureagainst allloss orguarantee acertainlevelofperformance and indirectly fromoccurrences, ortheconsequences therefrom, whichthe
thatJCIshallnotberesponsible foranyinjury, loss, ordamage caused equipment orService wasdesigned todetectoravert. Should Company
byany actoromission ofJCIrelated toorarising fromtheproactive befoundliable foranyloss, damage orinjury arisingfromafailureofthe
healthnotifications oftheequipment underConnected Equipment equipment orService inanyrespect, Co
Services. Customer understands thatifitwishes toreceive monitoring Monitoring Services shallbethelesseroftheannual feeforMonitoring
ofitsfire alarmsystemorsprinkler system andnotification ofthefire Services allocable tothe sitewhere the incident occurred ortwo
department orotherauthorities intheeventofanalarm, itmustselect thousand fivehundred ($2,500) dollars, asagreed upondamages and not
monitoring services asaseparate Service underthis Agreement. asapenalty
CUSTOMER FURTHER UNDERSTANDS ANDAGREES SECTION 20 andexclusive. INNOEVENT SHALL COMPANY BELIABLE FORANY
SOFTWARE ANDDIGITAL SERVICES) APPLY TOCONNECTED FIRE DAMAGE, LOSS, INJURY, ORANYOTHER CLAIM ARISING FROMANY
ALARM SERVICES ANDCONNECTED SPRINKLER SERVICES. Inthe SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR
eventofaconflict betweentheseterms andtheSoftware Terms, the MOVEMENTS OFTHECOVERED SYSTEM(S), AS HEREINAFTER
Software Terms willcontrol. DEFINED, ORANYOFITSCOMPONENT PARTS BYTHECUSTOMER OR
C. Dashboards andMobility Applications forConnected FireSprinkler ANYTHIRD PARTY. InnoeventshallJCIanditsaffiliatesandtheir
Services andConnected FireAlarmServices. If Customer has purchased respective personnel, suppliers andvendors beliabletoCustomer orany
Connected Fire Sprinkler Services and/or Connected Fire Alarm Services, thirdparty underanycauseofactionortheory ofliability, even ifadvised
ofthepossibility ofsuch damages, forany (a) special, incidental,
applicable, during the term of the Agreement, pursuant to the then applicable consequential, punitive orindirect damages ofanykind, including but
Terms of Use Agreement. Terms for the Dashboard are located at notlimited todamages; (b) lossofprofits, revenues, data, customer
https://www.johnsoncontrols.com/buildings/legal/digital/generaltos. opportunities, business, anticipated savings orgoodwill; (c) business
18. Monitoring Services. IfCustomer has selected Monitoring Services, the interruption; or (d) datalossorotherlosses arising fromviruses,
following shall apply to such Services: ransomware, cyber-attacks orfailures orinterruptions tonetwork
A. AlarmMonitoring Service. Customer agrees and acknowledges that systems CUSTOMER ORANYTHIRDPARTY. COMPANY SHALL NOTBE
LIABLE FORINDIRECT, INCIDENTAL ORCONSEQUENTIAL DAMAGES
alarm monitoring, notification, and/or Runner Services as set forth in this OFANYKIND, INCLUDING BUTNOTLIMITED TODAMAGES ARISING
Agreement and to endeavor to notify the party(ies) identified by Customer on FROMTHEUSE, LOSSOFTHEUSE, PERFORMANCE, ORFAILURE OF
THECOVERED SYSTEM(S) TOPERFORM. Thelimitations ofliability set
for responding authorities. Upon receipt of an alarm signal, Company may, at forthinthisAgreement shallinuretothe benefitofallparents,
our sole discretion, attempt to notify the Contacts to verify the signal is not subsidiaries andaffiliates ofCompany, whether directorindirect, and
false. If we fail to notify the Contacts or question the response we receive, we eachoftheir employees, agents, officers anddirectors.
will attempt to notify the responding authority. In the event Company receives C. Indemnity, Insurance. Customer agrees to indemnify, hold harmless and
a supervisory signal or trouble signal, Company shall endeavor to promptly defend Company against any and all losses, damages, costs, including expert
fees and costs, and expenses including reasonable defense costs, arising from
any and all third-party claims for personal injury, death, property damage or
notifications of receipt of an alarm signal, nor shall Company be required to economic loss, arising in any way from any act or omission of Customer or
make additional notifications because of such refusal. The Contacts are Company relating in any way to the Monitoring Services provided under this
Agreement, whether such claims are based upon contract, warranty, tort
Contact/Call List, are authorized to cancel an alarm prior to the notification of including but not limited to active or passive negligence), strict liability or
authorities. Customer understands that local laws, ordinances or policies may otherwise. Company reserves the right to select counsel to represent it in any
such action. Customer shall name Company, its officers, employees, agents,
services described in this Agreement and/or necessitate modified or additional subcontractors, suppliers, and representatives as additional insureds on
services and related charges to Customer. Customer understands that Custom
Company may employ a number of industry-recognized measures to help D. Nomodification. Modification to Sections 18 B or C may only be made by
reduce occurrences of false alarm signal activations. These measures may a written amendment to this Agreement signed by both parties specifically
include, but are not limited to, implementation of industry-recognized default referencing Section 18 B and/or C, and no such amendment shall be effective
monitoring center and other similar measures at our sole discretion from time E.
to time. THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING and hold Company harmless pursuant to this Section 18:
SENT FROM AN A i. Customer agrees to furnish the names and telephone numbers of all persons
INITIAL ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY uld be
RESET. Upon receiving notification from Company that a fire or gas detection notified in the event of an alarm (the Contact/Call List) and Local Emergency
e.g. carbon monoxide) signal has been received, the responding authority may Dispatch Numbers and provide all changes, revision and modifications to the
forcibly enter the premises. Cellular radio unit test supervision, if provided above to Company in writing in a timely manner. Customer must ensure that
all such persons are authorized and able to respond to such notification.
current signaling ability at the time of the test communication based on certain ii. Customer shall carefully and properly test and set the system immediately
programmed intervals and does not serve to detect the potential loss of radio prior to the securing of the premises and carefully test the system in a manner
service at the time of an actual emergency event. Company shall not be prescribed by Company during the term of this Agreement. Customer agrees
Rev. September. 2022
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
that it is responsible for any losses or damages due to malfunction,
DETERMINES INITS SOLEDISCRETION THATITISCOMPATIBLE,
COMPANY WILLPERMIT CUSTOMER TOUSENON-TRADITIONALprocessorcommunicatedatedata. If any defect in operation of the System
TELEPHONE SERVICE ASTHESOLEMETHOD OF TRANSMITTINGdevelops, or in the event of a power failure, interruption of telephone service,
ALARM SIGNALS, ALTHOUGH CUSTOMERUNDERSTANDS THAT
COMPANY RECOMMENDS THEUSEOFANADDITIONAL BACKUPthroughanymedia, Customer shall notify Company immediately. If
space/interior protection (i.e. ultrasonic, microwave, infrared, etc.) is part of the
SYSTEM TOTHEMONITORING CENTER REGARDLESS OFTHETYPEOFSystem, Customer shall walk test the system in the manner recommended by
TELEPHONE SERVICE USED. CUSTOMER ALSOUNDERSTANDS THATCompany.
IFCOMPANY DETERMINES INITS SOLEDISCRETION THATiii. When any device or protection is used, including, but not limited to, space TRADITIONAL TELEPHONE SERVICE ISORLATERprotection, which may be affected by turbulence of air, occupied airspace BECOMES NON-COMPATIBLE, ORIFCUSTOMER CHANGES TOchangeorotherdisturbance, forced air heaters, air conditioners, horns, bells, ANOTHER NON-TRADITIONAL TELEPHONE SERVICE THATISNOTanimalsandanyothersourcesofairturbulenceormovementwhichmayCOMPATIBLE, THENCOMPANY REQUIRES THATCUSTOMER USEANinterferewiththeeffectivenessoftheSystemduringclosedperiodswhiletheALTERNATEMETHODOFCOMMUNICATIONACCEPTABLETOalarmsystemison, Customer shall notify Company
iv. Customer shall promptly reset the System after any activation. ALARM SYSTEM TOTHE MONITORING CENTER. CUSTOMERv. Customer shall notify Company regarding any remodeling or other changes UNDERSTANDS THATTRANSMISSION OFFIREALARM SIGNALS BYtotheprotectedpremisesthatmayaffectoperationofthesystem. MEANS OTHER THANATRADITIONAL TELEPHONE LINEMAYNOTBEvi. Customer shall cooperate with Company in the installation, operation and/or INCOMPLIANCE WITHFIREALARM STANDARDS ORSOME LOCAL
maintenance of the system and agrees to follow all instructions and procedures
which may be prescribed for the operation of the system, the rendering of WITH SUCH STANDARDS AND CODES. CUSTOMER ALSO
services and the provision of security for the premises. UNDERSTANDS THATIFTHEALARM SYSTEMHASALINECUT
vii. Customer shall pay all charges made by any telephone or communications FEATURE, ITMAYNOTBEABLETODETECTIFANON-TRADITIONAL
provider company or other utility for installation, leasing, and service charges TELEPHONE SERVICELINEISCUTORINTERRUPTED, ANDTHAT
Customer COMPANY MAYNOTBEABLE TOPROVIDE CERTAIN AUXILIARY
MONITORING SERVICES THROUGH ANON-TRADITIONAL TELEPHONE
LINEORSERVICE. CUSTOMER FURTHER UNDERSTANDS THATTHE
in the event the telephone or other transmission service is out of order, ALARM PANEL MAYBEUNABLETOSEIZE THEPHONE LINETO
TRANSMIT ANALARM SIGNAL IFANOTHER CONNECTION ISOFFTHEdisconnected, placed on
HOOKDUETOIMPROPER CONNECTION OROTHERWISE.
G. Verification; Runner Service. Some jurisdictions may require alarminterruptionintelephoneorothertransmissionserviceandtheinterruptionwill
verification by telephone or on- not be known to Company. Customer agrees that in the event the equipment
dispatching emergency services. In the event that a requirement of alarmorsystemcontinuouslytransmitssignalsreasonablydeterminedbyCompany
verification becomes effective after the date of this Agreement, such servicestobefalseand/or excessive in number, Customer shall be subject to the
may be available at an additional charge. Company shall not be held liable foradditionalcostsandfeesincurredbyCompanyinthereceivingand/or
any delay or failure of dispatch of emergency services arising from suchrespondingtotheexcessivesignalsand/or Company may at its sole discretion
verification. Where Runner Service is indicated, such services may beterminatethisAgreementwithrespecttoMonitoringservicesuponnoticeto
provided by a third party. Customer.
COMPANY WILL NOT ARREST OR DETAIN ANY PERSON. F. Communication Facilities.
H. PersonalEmergency Response Service. If Customer has selectedi. Authorization.
Personal Emergency Response Services, Customer agrees that the veryrequestservices, orders or equipment from a telephone company, wireless
nature of Personal Emergency Response Services, irrespective of any delays, carrier or other company providing communication facilities, signal
involves uncertainty, risk and possible serious injury, disability or death, fortransmissionservicesorfacilitiesunderthisAgreement (referred to as
which Company should not under any circumstances be held responsible orpartyservice, equipment or
liable; that the equipment furnished for Personal Emergency ResponsefacilityberequiredtoperformtheMonitoringServicessetforthinthis
Services is not foolproof and may experience signal transmission failures orAgreement, and should the same be terminated or become otherwise
unavailable or impracticable to provide, Company may terminate Monitoring
Services upon notice to Customer. control; that the actual time required for medical emergency providers to arrive
at the premises and/or to transport any person requiring medical attention isii. DigitalCommunicator. Customer understands that a digital communicator
unpredictable and that many contributing factors, including but not limited toDACT), if installed under this Agreement, uses traditional telephone lines for
such things as telephone network operation, distance, weather, road and trafficsendingsignalswhicheliminatetheneedforadedicatedtelephonelineand
conditions, alarm equipment function and human factors, both with respondingthecostsassociatedwithsuchdedicatedlines.
authorities and with Company, may affect responseiii. Derived LocalChannel.
provided to Customer in connection with the Services may include Derived 19. Limited Warranty. COMPANY WARRANTS THAT ITS
Local Channel service. Such service may be provided under the WORKMANSHIP ANDMATERIAL, EXCLUDING MONITORING SERVICES,
Communication Co FURNISHED UNDER THISAGREEMENT WILLBEFREEFROMDEFECTS
include providing lines, signal paths, scanning and transmission. Customer FORAPERIOD OFNINETY (90) DAYSFROMTHEDATE OFFURNISHING.
Nowarrantyisprovided forthird-partyproducts and equipment installed
s Section 18. orfurnished byCompany. Suchproducts andequipment areprovidediv. CUSTOMER UNDERSTANDS THATCOMPANY WILLNOTRECEIVE
ALARM SIGNALS WHEN THETELEPHONE LINEOROTHER Company willtransfer thebenefits, together withalllimitations, ofthat
TRANSMISSION MODE ISNOTOPERATING ORHASBEEN CUT, EXCEPT ASEXPRESSLY SET
INTERFERED WITHOR ISOTHERWISE DAMAGED ORIFTHEALARM FORTH HEREIN, COMPANY DISCLAIMS ALLWARRANTIES, EXPRESS
SYSTEM ISUNABLE TOACQUIRE, TRANSMIT ORMAINTAIN ANALARM ORIMPLIED, INCLUDING BUTNOTLIMITED TOANY IMPLIED
WARRANTIES OFMERCHANTABILITY ORFITNESS FORAPARTICULAR
INCLUDING NETWORK OUTAGE OROTHER NETWORK PROBLEMS PURPOSE WITHRESPECT TOTHESERVICES PERFORMED ORTHE
SUCHASCONGESTION ORDOWNTIME, ROUTING PROBLEMS, OR PRODUCTS, SYSTEMS OREQUIPMENT, IFANY, SUPPORTED
INSTABILITY OFSIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT HEREUNDER.
OTHERPOTENTIAL CAUSES OFSUCHAFAILURE OVERCERTAIN Company makes no and specifically disclaims all representations or warrantiesTELEPHONESERVICES (INCLUDING BUTNOTLIMITED TOSOME that the services, products, software or third party product or software will be
TYPES OFDSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL secure from cyber threats, hacking or other similar malicious activity, or willBASEDPHONEOROTHERINTERNETINTERFACE-TYPE SERVICE OR detect the presence of, or eliminate, treat, or mitigate the spread transmission, RADIO SERVICE, INCLUDING CELLULAR ORPRIVATERADIO, ETC. or outbreak of any pathogen, disease, virus or other contagion, including but
not limited to COVID 19.
20. Software andDigitalServices. Use, implementation, and deploymentPREMISES (THE BATTERY BACK-UPFORTHEALARM PANEL DOES
NOTPOWERTELEPHONE SERVICE); AND (2) ELECTRONICS FAILURES terms shall be subject to, and goveSUCHASAMODEMMALFUNCTION. CUSTOMER UNDERSTANDS THAT Software and Software related professional services in effect from time to timeCOMPANYWILLONLYREVIEWathttps://www.johnsoncontrols.com/techterms (
NONTRADITIONAL TELEPHONE SERVICE ATTHE TIMEOFINITIAL Other than the right to use the Software as set forth in the Software Terms,
Company and its licensors reserve all right, title, and interest (including allCHANGESINCUSTOMEintellectualpropertyrights) in and to the Software and improvements to theAFTERTHEINITIALREVIEWOFCOMPATIBILITYCOULDMAKESoftware. The Software that is licensed hereunder is licensed subject to the
Software Terms and not sold. If there is a conflict between the other terms
Rev. September. 2022
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
herein and the Software Terms, the Software Terms shall take precedence and 26. Exclusions. This Agreement expressly excludes, without limitation,
govern with respect to rights and responsibilities relating to the Software, its provision of fire watches; reloading of, upgrading, and maintaining computer
implementation and deployment and any improvements thereto. software; making repairs or replacements necessitated by reason of
Notwithstanding any other provisions of this Agreement and unless otherwise
agreed to by the parties in writing, the following terms apply to Software that is premises; vandalism; power failure; current fluctuation; failure due to non-JCI
provided to Customer on asubscription basis (i.e., a time limited license or use installation; lightning, electrical storm, or other severe weather; water;
accident; fire; acts of God; testing inspection and repair of duct detectors, beam
hereunder will commence on the date the initial credentials for the Software detectors, and UV/IR equipment; provision of fire watches; clearing of ice
blockage; draining of improperly pitched piping; batteries; recharging of
until the expiration of the subscription term noted herein. At the expiration of chemical suppression systems; reloading of, upgrading, and maintaining
the Software Subscription, such Software Subscription will automatically renew computer software; corrosion (including but not limited to micro-bacterially
induced corrosion
unless either party provides the other party with a notice of non-renewal at installation; or any other cause external to the Covered System(s) and JCI shall
least ninety (90) days prior to the expiration of the then-current term. To the not be required to provide Service while interruption of service due to such
extent permitted by applicable law, Software Subscriptions purchases are non-causes shall continue. This Agreement does not cover and specifically
cancelable and the sums paid nonrefundable. Fees for Software Subscriptions excludes system upgrades and the replacement of obsolete systems,
shall be paid annually in advance, invoiced on the Subscription Start Date and equipment, components or parts. All such services may be provided by JCI at
each subsequent anniversary thereof. Unless otherwise agreed by the parties
in writing, the subscription fee for each Renewal Subscription Term will be expressly included in the Service Solution, the Agreement price does not
include travel expenses.
Software that exceeds the scope, metrics or volume set forth in this Agreement 27. Delays. Company shall have no responsibility or liability to Customer or
will be subject to additional fees based on the date such excess use began. any other person for delays in the installation or repair of the System or the
21. Taxes, Fees, Fines, Licenses, andPermits. Customer agrees to pay all performance of our Services regardless of the reason, or for any resulting
sales tax, use tax, property tax, utility tax and other taxes required in consequences.
connection with the equipment and Services listed, including telephone 28. Termination. Company may terminate this Agreement immediately at its
company line charges, if any. Customer shall comply with all laws and sole discretion upon the occurrence of any Event of Default as hereinafter
regulations relating to the equipment and its use and shall promptly pay when defined. Company may also terminate this Agreement at its sole discretion
due all sales, use, property, excise and other taxes and all permit, license and
registration fees now or hereafter imposed by any government body or agency this Agreement becomes impracticable due to obsolescence of equipment at
upon the equipment or its use. Company may, without notice, obtain any
29. NoOptiontoSolicit. Customer shall not, directly or indirectly, on its own
and charge a fee for this service. IfCustomer fails to maintain any required behalf or on behalf of any other person, business, corporation or entity, solicit
licenses or permits, Company shall not be responsible for performing the or employ any Company employee, or induce any Company employee to leave
services and may terminate the services without notice to Customer. his or her employment with Company, for a period of two years after the
22. OutsideCharges. Customer understands and accepts that Company termination of this Agreement.
specifically disclaims any responsibility for charges associated with the 30. Default. An Event of Default shall include (a) any full or partial termination
notification or dispatching of anyone, including but not limited to fire of this Agreement by Customer before the expiration of the then-current Term,
department, police department, paramedics, doctors, or any other emergency b) failure of Customer to pay any amount when due and payable, (c) abuse of
personnel, and if there are any charges incurred as a result of said notification the System or the Equipment, (d) failure by Customer to observe, keep or
or dispatch, said charges shall be the responsibility of Customer. perform any term of this Agreement; (e) dissolution, termination,
23. Insurance. Customer shall name Company, its officers, employees, discontinuance, insolvency or business failure of Customer. Upon the
agents, subcontractors, suppliers, and representatives as additional insureds occurrence of an Event of Default, Company may pursue one or more of the
following remedies, (i) discontinue furnishing Services, (ii) by written notice to
24. Waiver ofSubrogation. Customer does hereby for itself and all other Customer declare the balance of unpaid amounts due and to become due
parties claiming under it release and discharge Company from and against all under this Agreement to be immediately due and payable, (iii) receive
immediate possession of any equipment for which Customer has not paid, (iv)
understood that no insurance company or insurer will have any right of proceed at law or equity to enforce performance by Customer or recover
subrogation against Company. damages for breach of this Agreement, and (v) recover all costs and expenses,
in25. ForceMajeure, Exclusions. Company shall not be liable, nor in breach
enforcing or attempting to enforce this Agreement. or default of its obligations under this Agreement, for delays, interruption,
failure to render services, or any other failure by Company to perform an 31. One-YearLimitation onActions; Choice ofLaw. For Customers located
obligation under this Agreement, where such delay, interruption or failure is in the United
caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A States, the laws of Wisconsin shall govern the validity, enforceability, and
interpretation of this Agreement, without regard to conflicts of law. For
control of Company, whether foreseeable or unforeseeable, including, without Customers located in Canada,This agreement shall be governed by and be
limitation, acts of God, severe weather (including but not limited to hurricanes, construed in accordance with the laws of Ontario. The parties agree that any
tornados, severe snowstorms or severe rainstorms), wildfires, floods, disputes arising under this Agreement shall be determined exclusively by the
earthquakes, seismic disturbances, or other natural disasters, acts or Ontario courts and that no action or legal proceedings of any nature shall be
omissions of any governmental authority (including change of any applicable filed or commenced in any other court pertaining to any dispute arising out of
law or regulation), epidemics, pandemics, disease, viruses, quarantines, or or in relation to this Agreement. The parties also hereby waive any objection
other public health risks and/or responses thereto, condemnation, strikes, lock-to the exclusive jurisdiction of the Ontario courts, including any objection based
outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes on forumnonconveniens. No claim or cause of action, whether known or
for materials to be used on the project, fires, explosions or other casualties, unknown, shall be brought against Company more than one year after the claim
thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or
other armed conflict (or the serious threat of same), acts of terrorism, electrical brought within one year. Claims for unpaid contract amounts are not subject
power outages, interruptions or degradations in telecommunications, to the one-year limitation.
computer, network, or electronic communications systems, data breach, cyber- 32. Assignment. Customer may not assign
attacks, ransomware, unavailability or shortage of parts, materials, supplies, prior written consent. Company may assign this Agreement without obtaining
or transportation, or any other cause or casualty beyond the reasonable control
33. EntireAgreement. The parties intend this Agreement, together with any
prevented by a Force Majeure Event or its continued effects, Company shall to be the final, complete
be excused from performance under the Agreement. Without limiting the and exclusive expression of their Agreement and the terms and conditions
generality of the foregoing, if Company is delayed in achieving one or more of thereof. This Agreement supersedes all prior representations, understandings
the scheduled milestones set forth in the Agreement due to a Force Majeure or agreements between the parties, written or oral, and shall constitute the sole
Event, Company will be entitled to extend the relevant completion date by the terms and conditions relating to the Services. No waiver, change, or
amount of time that Company was delayed as a result of the Force Majeure modification of any terms or conditions of this Agreement shall be binding on
Event, plus such additional time as may be reasonably necessary to overcome Company unless made in writing and signed by an Authorized Representative
the effect of the delay. To the extent that the Force Majeure Event directly or of Company.
34. Headings. The headings in this Agreement are for convenience only.
obligated to reimburse Company for such increased costs, including, without 35. Severability. If any provision of this Agreement is held by any court or other
limitation, costs incurred by Company for additional labor, inventory storage, competent authority to be void or unenforceable in whole or in part, this
expedited shipping fees, trailer and equipment rental fees, subcontractor fees Agreement will continue to be valid as to the other provisions and the remainder
or other costs and expenses incurred by Company in connection with the Force of the affected provision.
Majeure Event. 36. Electronic Media. Customer agrees that Company may scan, image or
otherwise convert this Agreement into an electronic format of any nature.
Rev. September. 2022
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
Customer agrees that a copy of this Agreement produced from such electronic
format is legally equivalent to the original for any and all purposes, including
signed by Customer legally binds Customer and such fax copy is legally
equivalent to the original for any and all purposes, including litigation.
37. LegalFees. Company shall be entitled to recover from Customer all
reasonable legal fees incurred in connection with Company enforcing the
terms and conditions of this Agreement.
38. LienLegislation. Notwithstanding anything to the contrary contained
herein, the terms of this Agreement shall be subject to the lien legislation
applicable to the location where the work will be performed, and, in the event
of conflict, the applicable lien legislation shall prevail.
39. Privacy. A. Company asProcessor: Where Company factually acts as
Processor of Personal Data on behalf of Customer (as such terms are defined
in the DPA) the terms at www.johnsoncontrols.com/dpa shall apply. B.
Company asController: Company will collect, process and transfer certain
personal data of Customer and its personnel related to the business
relationship between it and Customer (for example names, email addresses,
Notice at https://www.johnsoncontrols.com/privacy. Customer acknowledges
required under applicable law, Customer consents to such collection,
processing and transfer. To the extent consent to such collection, processing
under applicable law, Customer warrants and represents that it has obtained
such consent.
40. License Information (Security System Customers): AL Alabama
Electronic Security Board of Licensure 7956 Vaughn Road, PMB 392,
Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas
Board of Private Investigators and Private Security Agencies, #1 State Police
Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators
are licensed and regulated by the Bureau of Security and Investigative
Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon
completion of the installation of the alarm system, the alarm company shall
thoroughly instruct the purchaser in the proper use of the alarm system. Failure
by the licensee, without legal excuse, to substantially commence work within
20 days from the approximate date specified in the agreement when the work
will begin is a violation of the Alarm Company Act: NY Licensed by the N.Y.S.
Department of the State: TX Texas Commission on Private Security, 5805 N.
Lamar Blvd., Austin, TX 78752-4422, 512424-7710. License numbers
available at www.johnsoncontrols.com or contact your local Johnson Controls
office.
Rev. September. 2022
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
EXHIBITD
AFFIDAVIT
Steven Whitehouse beingfirst duly sworn, deposes and says that
he/she isfamiliar withandhaspersonalknowledge ofthefactshereinand,ifcalledas awitness inthis
matter, could testify as follows:
1.Iamovereighteen (18)yearsofageandamcompetent totestifytothefactscontained
herein.
2.Iamnowandatalltimesrelevanthereinhavebeenemployedby
Johnson Controls Fire Protection LP the"Employer")
TSM of JCI Fire Protection LPinthepositionof
3.Iamfamiliarwiththeemployment policies,practices,andproceduresoftheEmployer and
have the authority to act on behalf of the Employer.
4.The Employer is enrolled and participates in the federal E-Verify program and has provided
documentation of such enrollment and participation to the City of Carmel, Indiana.
5.TheCompanydoesnotknowinglyemployanyunauthorizedaliens.
FURTHERAFFIANTSAYETHNOT.
July7thEXECUTEDonthedayof, 2023
Printed: Steven Whitehouse
Icertify underthepenaltiesforperjury under thelawsoftheUnitedStatesofAmericaandtheStateof
Indiana that the foregoing factual statements and representationsaretrue and correct.
Printed:
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF
6/6/2023
JOHNSON CONTROLS FIRE PROTECTION
PALATINE, IL 60055--0320
109796
PO BOX 10320
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VENDOR SHIP
TO
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
EXTENSION
Street Department
3400 W. 131st Street
Carmel, IN 46074-
317) 733-2001
372414
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
Matt Higginbotham
78207
2201Department:2201Fund:Motor Vehicle Highway FND
43-509.00Account:
Annual ServiceAgreement1 $2,250.26 $2,250.26Each
2,250.26SubTotal
2,250.26
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
C.O.D. SHIPMENT CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 109796
ORDERED BY
TITLE
CONTROLLER
Street Department
3400 W. 131st Street
Carmel, IN 46074-
Lee Higginbotham
317) 733-2001
Commissioner
DocuSign Envelope ID: A783BF4D-1315-40FE-B644-39D2680629DF