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Project: Lee CTY Courthouse Security 4• Customer Reference: o Johnson Controls Reference: 620212202 JohnsonDate: 11/16/2020 Page 4 of 6 Controls TERMS AND CONDITIONS(Rev.4/20) 1.Payment.Amounts are due upon receipt of the invoice and Marshal)may establish additional requirements for compliance 8.General Provisions.Customer has selected the service level shall be paid by Customer within 30 days. Invoicing disputes with local codes. Any additional services or equipment required desired after considering and balancing various levels of must be identified in writing within 21 days of the invoice date. will be provided at an additional cost to Customer. protection afforded, and their related costs. All work to be Payments of any disputed amounts are due and payable upon 6. Limitation of Liability; Limitations of Remedy. It is performed by Company will be performed during normal working resolution. All other amounts remain due within 30 days. Work understood and agreed by the Customer that Company is hours of normal working days(8:00 a.m.—5:00 p.m.,Monday performed on a time and material basis shall be at Company's not an insurer and that insurance coverage shall be through Friday. excluding Company holidays), as defined by then-prevailing rate for material, labor, and related items, in obtained by the Customer and that amounts payable to Company,unless additional times are specifically described in effect at the time supplied under this Agreement.Company shall Company hereunder are based upon the value of the this Agreement.Company will perform the services described in invoice Customer for progress payments to 100%percent based services and the scope of liability set forth in this the Scope of Work section ("Services") for one or more upon equipment delivered or stored,and services performed. In Agreement and are unrelated to the value of the Customer's system(s) or equipment as described in the Scope of Work the event project duration exceeds one month, Company property and the property of others located on the section or the listed attachments("Covered System(s)").The reserves the right to submit partial invoices for progress premises. Customer agrees to look exclusively to the Customer shall promptly notify Company of any malfunction in payments for work completed at the project site. Customer Customer's insurer to recover for injuries or damage in the the Covered System(s)which comes to Customer's attention. agrees to pay any progress invoices in accordance with the event of any loss or injury and that Customer releases and This Agreement assumes the Covered System(s) are in payment terms set forth herein. In exchange for close-out waives all right of recovery against Company arising by way operational and maintainable condition as of the Agreement documents to be provided by Company,Customer agrees to pay of subrogation. Company makes no guaranty or Warranty, date. If, upon initial inspection, Company determines that Company the remaining project balance when on-site labor is including any implied warranty of merchantability or fitness repairs are recommended,repair charges will be submitted for completed and prior to any final inspections.Customers without for a particular purpose that equipment or services supplied approval prior to any work.Should such repair work be declined established satisfactory credit and Customers who fail to pay by Company will detect or avert occurrences or the Company shall be relieved from any and all liability arising amounts when due may be required to make payments of cash consequences therefrom that the equipment or service was therefrom. UNLESS OTHERWISE SPECIFIED IN THIS in advance, upon delivery or as otherwise specified by designed to detect or avert.It is impractical and extremely AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, Company. Company reserves the right to revoke or modify difficult to fix the actual damages, if any, which may TESTING) PROVIDED UNDER THIS AGREEMENT DOES Customer's credit in its sole discretion. Customer's failure to proximately result from failure on the part of Company to NOT INCLUDE ANY MAINTENANCE, REPAIRS, make payment when due is a material breach of this Agreement perform any of its obligations under this Agreement. ALTERATIONS,REPLACEMENT OF PARTS,OR ANY FIELD and will give Company,without prejudice to any other,rights or Accordingly, Customer agrees that, Company shall be ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE remedy,the right to(a),stop performing any Services and/or exempt from liability for any loss,damage or injury arising THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY withhold further deliveries of Equipment and other materials, directly or indirectly from occurrences, or the COMPANY TO CUSTOMER. COMPANY SHALL NOT BE terminate or suspend any unpaid software licenses; and/or consequences therefrom,which the equipment or service RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING terminate this Agreement;and(b)charge Customer interest on was designed to detect or avert. Should Company be found WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS the amounts unpaid at a rate equal to the lesser of 1.5%per liable for any loss,damage or injury arising from a failure of INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO month or the maximum rate permitted under applicable law,until the equipment or service in any respect,Company's liability RESULTS FROM THE AGE OR OBSOLESCENCE OF THE payment is made in full. Customer agrees to pay all of shall be limited to an amount equal to the Agreement price ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS Company's reasonable collection costs,including legal fees.and (as increased by the price for any additional work)or where AGREEMENT DOES NOT COVER SYSTEMS,EQUIPMENT. expenses. the time and material payment term is selected,Customer's COMPONENTS OR PARTS THAT ARE BELOW GRADE, 2.Deposit.Customer agrees to pay a deposit equal to 30%of time and material payments to Company. Where this BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR the project sell price(pre-tax)prior to Company providing any Agreement covers multiple sites,liability shall be limited to TO THE BUILDING,ELECTRICAL WIRING,AND PIPING. labor or materials on the project. Company will generate an the amount of the payments allocable to the site where the 9. Customer Responsibilities. Customer shall furnish all invoice for the 30% deposit within three business days after incident occurred. Such sum shall be complete and necessary facilities for performance of its work by Company, Company's receipt of a written agreement or order from exclusive. IN NO EVENT SHALL COMPANY BE LIABLE FOR adequate space for storage and handling of materials, light, Customer. Company will not commence work until receipt of the ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM water, heat, heat tracing, electrical service, local telephone, deposit ARISING FROM ANY SERVICING, ALTERATIONS, watchman, and crane and elevator service and necessary 3.Pricing.The pricing set forth in this Agreement is based on MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE permits. Where wet pipe system is installed,Customer shall the number of devices to be installed and services to be COVERED SYSTEM(S) OR ANY OF ITS COMPONENT supply and maintain sufficient heat to prevent freezing of the performed as set forth in the Scope of Work("Equipment"and PARTS BY THE CUSTOMER OR ANY THIRD PARTY.TO THE system. Customer shall promptly notify Company of any "Services').If the actual number of devices installed or services MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT malfunction in the Covered System(s) which comes to to be performed is greater than that set forth in the Scope of SHALL COMPANY AND ITS AFFILIATES AND THEIR Customer's attention. This Agreement assumes any existing Work,the price will be increased accordingly. If this Agreement RESPECTIVE PERSONNEL,SUPPLIERS AND VENDORS BE system(s)are in operational and maintainable condition as of the extends beyond one year,Company may increase prices upon LIABLE TO CUSTOMER OR ANY THIRD PARTY UNDER ANY Agreement date. If. upon initial inspection, Company notice to the Customer. Customer agrees to pay all taxes, CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF determines that repairs are recommended,repair charges will be permits,and other charges,including but not limited to state and ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,FOR submitted for approval prior to any work. Should such repair local sales and excise taxes, however designated, levied or ANY (A) SPECIAL, INCIDENTAL, CONSEQUENTIAL, work be declined Company shall be relieved from any and all based on the service charges pursuant to this Agreement.Prices PUNITIVE OR DAMAGES OF ANY KIND; (B) LOSS OF liability arising therefrom.Customer shall further: in any quotation or proposal from Company are subject to PROFITS, REVENUES, DATA, CUSTOMER • supply required schematics and drawings unless they are to change upon notice sent to Customer at any time before the OPPORTUNITIES,BUSINESS,ANTICIPATED SAVINGS OR be supplied by Company in accordance with this Agreement: quotation or proposal has been accepted. Prices for products GOODWILL;(C)BUSINESS INTERRUPTION;OR(D)DATA • Provide a safe work environment, in the event of an covered may be adjusted by Company,upon notice to Customer LOSS OR OTHER LOSSES ARISING FROM VIRUSES, emergency or Covered System(s)failure,take reasonable at any time prior to shipment, to reflect any increase in RANSOMWARE, CYBER-ATTACKS OR FAILURES OR safety precautions to protect against personal injury,death. Company's cost of raw materials(e.g.,steel,aluminum)incurred INTERRUPTIONS TO NETWORK SYSTEMS.The limitations and property damage, continue such measures until the by Company after issuance of Company's applicable proposal of liability set forth in this Agreement shall inure to the Covered System(s)are operational,and notify Company as or quotation..Pricing for Equipment and material covered by this benefit of all parents, subsidiaries and affiliates of soon as possible under the circumstances. Agreement does not include any amounts for changes in taxes, company,whether direct or indirect,company's employees, . Provide Company access to any system(s)to be serviced. tariffs,duties or other similar charges imposed and/or enacted agents,officers and directors. • Comply with all laws,codes,and regulations pertaining to the by a govemment. At any time prior to shipment,Company shall 7. Reciprocal Waiver of Claims (SAFETY Act).Certain of equipment and/or services provided under this Agreement. be entitled to an increase in time and money for any costs that it Company's systems and services have received Certification Customer is solely responsible for the establishment,operation. incurs directly or indirectly that arise out of or relate to changes and/or Designation as Qualified Anti-Terrorism Technologies maintenance,access,security and other aspects of its computer in taxes,tariffs.duties or similar charges due to such changes. ("QATT")under the Support Anti-terrorism by Fostering Effective network("Network")and shall supply Company secure Network 4. Alarm Monitoring Services. Any reference to alarm Technologies Act of 2002,6 U.S.C.§§441-444(the"SAFETY access for providing its services. Products networked. monitoring services in this Agreement is included for pricing Act"). As required under 6 C.F.R. 25.5 (e), to the maximum connected to the internet,or otherwise connected to computers purposes only. Alarm monitoring services are performed extent permitted by law.Company and Customer hereby agree or other devices must be appropriately protected by Customer pursuant to the terms and conditions of Company's standard to waive their right to make any claims against the other for any and/or end user against unauthorized access. Customer is alarm monitoring services agreement. losses. including business interruption losses, sustained by responsible to take appropriate measures,including performing 5. Code Compliance. Company does not undertake an either party or their respective employees, resulting from an back-ups, to protect information, including without limit data. obligation to inspect for compliance with laws or regulations activity resulting from an"Act of Terrorism"as defined in 6 C.F.R. software, or files (collectively "Data") prior to receiving the unless specifically stated in the Scope of Work. Customer 25.2, when QATT have been deployed in defense against, service or products. acknowledges that the Authority Having Jurisdiction(e.g.Fire response to,or recovery from such Act of Terrorism. 10. Excavation. In the event the Work includes excavation, Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America '©2020 Johnson Controls.ALL RIGHTS RESERVED.