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Project: Lee CTY Courthouse Security Customer Reference: JJ ' Johnson Controls Reference: 620212202 Johnson �� Date: 11/16/2020 ' Page 5 of 6 Controls Customer shall pay,as an extra to the contract price,the cost of by other trades. intended to imply that no other defects or hazards exist or that any additional work performed by Company dues to water, 16.Modifications and Substitutions. Company reserves the all aspects of the Covered System(s), equipment, and quicksand, rock or other unforeseen condition or obstruction right to modify materials,including substituting materials of later components are under control at the time of inspection.Final encountered or shoring required. design,providing that such modifications or substitutions will not responsibility for the condition and operation of the Covered 11. Structure and Site Conditions. While employees of materially affect the performance of the Covered System(s). System(s)and equipment and components lies with Customer. Company will exercise reasonable care in this respect, 17. Changes, Alterations, Additions. Changes, alterations 23. Limited Warranty. Subject to the limitations below, Company shall be under not responsibility for loss or damage and additions to the Scope of Work, plans, specifications or Company warrants any equipment(as distinguished from the due to the character,condition or use of foundations,walls,or construction schedule shall be invalid unless approved in writing Software)installed pursuant to this Agreement to be free from other structures not erected by Company or resulting from the by Company. Should changes be approved by Company,that defects in material and workmanship under normal use for a excavation in proximity thereto,or for damage resulting from increase or decrease the cost of the work to Company, the period of one(1)year from the date of first beneficial us or all or concealed piping, wiring, fixtures, or other equipment or parties shall agree, in writing,to the change in price prior to any part of the Covered System(s)or 18 months after Equipment condition of water pressure. All shoring or protection of performance of any work.However,if no agreement is reached shipments, whichever is earlier, provided however, that foundation,walls or other structures subject to being disturbed prior to the time for performance of said work,and Company Company's sole liability,and Customer's sole remedy,under this by any excavation required hereunder shall be the responsibility elects to perform said work so as to avoid delays, then limited warranty shall be limited to the repair or replacement of of Customer. Customer shall have all things in readiness for Company's estimate as to the value of said work shall be the Equipment or any part thereof,which Company determines installation including,without limitation,structure to support the deemed accepted by Customer. In addition,Customer shall pay is defective, at Company's sole option and subject to the sprinkler system and related equipment(including tanks),other for all extra work requested by Customer or made necessary availability of service personnel and parts, as determined by materials, floor or suitable working base, connections and because of incompleteness or inaccuracy of plans or other Company. Company warrants expendable items,including,but facilities for erection at the time the materials are delivered.In information submitted by Customer with respect to the location, not limited to,video and print heads,television camera tubes. the event Customer fails to have all things in readiness at the type of occupancy.or other details of the work to be performed. video monitor displays tubes, batteries and certain other time scheduled for receipt of materials, Customer shall In the event the layout of Customer's facilities has been altered, products in accordance with the applicable manufacturer's reimburse Company for all expenses caused by such failure. or is altered by Customer prior to the completion of the Work, warranty. Company does not warrant devices designed to fail in Failure to make areas available to Company during performance Customer shall advise Company, and prices, delivery and protecting the System, such as, but not limited to,fuses and in accordance with schedules that are the basis for Company's completion dates shall be changed by Company as may be circuit breakers. Company warrants that any Company software proposal shall be considered a failure to have things in readiness required. described in this Agreement,as well as software contained in or in accordance with the terms of this Agreement. 18. Commodities Availability. Company shall not be sold as part of any Equipment described in this Agreement,will 12.Confined Space.If access to confined space by Company responsible for failure to provide services,deliver products,or reasonably conform to its published specifications in effect at the is required for the performance of Services,Services shall be otherwise perform work required by this Agreement due to lack time of delivery and for ninety(90)days after delivery. However. scheduled and performed in accordance with Company's then- of available steel products or products made from plastics or Customer agrees and acknowledges that the software may have current hourly rate. other commodities. In the event Company is unable, after inherent defects because of its complexity. Company's sole 13.Hazardous Materials.Customer represents that,except to reasonable commercial efforts, to acquire and provide steel obligation with respect to software,and Customer's sole remedy, the extent that Company has been given written notice of the products,or products made from plastics or other commodities, shall be to make available published modifications,designed to following hazards prior to the execution of this Agreement,to the if required to perform work required by this Agreement, correct inherent defects, which become available during the best of Customer's knowledge there is no: Customer hereby agrees that Company may terminate the warranty period. If Repair Services are included in this • "permit confined space,"as defined by OSHA, Agreement, or the relevant portion of the Agreement, at no Agreement, Company warrants that its workmanship and • risk of infectious disease, additional cost and without penalty. Customer agrees to pay material for repairs made pursuant to this Agreement will be free • need for air monitoring, respiratory protection, or other Company in full for all work performed up to the time of any such from defects for a period of ninety(90)days from the date of medical risk, termination. furnishing. • asbestos, asbestos-containing material, formaldehyde or 19. Project Claims. Any claim of failure to perform against EXCEPT AS EXPRESSLY SET FORTH HEREIN,COMPANY other potentially toxic or otherwise hazardous material Company arising hereunder shall be deemed waived unless DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, contained in or on the surface of the floors,walls,ceilings, received by Company, in writing specifically setting forth the INCLUDING BUT NOT LIMITED TO ANY IMPLIED insulation or other structural components of the area of any basis for such claim, within ten (10) days after such claims WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A building where work is required to be performed under this arises. PARTICULAR PURPOSE WITH RESPECT TO THE Agreement. 20.Backcharges.No charges shall be levied against Company SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS All of the above are hereinafter referred to as "Hazardous unless seventy-two(72)hours prior written notice is given to OR EQUIPMENT,IF ANY,SUPPORTED HEREUNDER. Conditions". Company shall have the right to rely on the Company to correct any alleged deficiencies which are alleged Warranty service will be performed during Company's normal representations listed above. If hazardous conditions are to necessitate such charges and unless such alleged working hours. If Customer requests warranty service at other encountered by Company during the course of Company's work, deficiencies are solely and directly caused by Company. than normal working hours, service will be performed at the discovery of such materials shall constitute an event beyond 21. System Equipment. The purchase of equipment or Company's then current rates for after ours services. All repairs Company's control and Company shall have no obligation to peripheral devices(including but not limited to smoke detectors, or adjustments that are or may become necessary shall be further perform in the area where the hazardous conditions exist passive infrared detectors, card readers, sprinkler system performed by and authorized representative of Company. Any until the area has been made safe by Customer as certified in components,extinguishers and hoses)from Company shall be repairs,adjustments or interconnections performed by Customer writing by an independent testing agency,and Customer shall subject to the terms and conditions of this Agreement. If. in or any third party shall void all warranties. Company makes no pay disruption expenses and re-mobilization expenses as Company's sole judgment, any peripheral device or other and specifically disclaims all representations or warranties that determined by Company.This Agreement does not provide for system equipment,which is attached to the Covered System(s), the services, products, software or third party product or the cost of capture,containment or disposal of any hazardous whether provided by Company or a third party,interferes with software will be secure from cyber threats, hacking or other waste materials,or hazardous materials,encountered in any of the proper operation of the Covered System(s),Customer shall similar malicious activity. the Covered System(s) and/or during performance of the remove or replace such device or equipment promptly upon 24.Indemnity.Customer agrees to indemnify,hold harmless Services. Said materials shall at all times remain the notice from Company.Failure of Customer to remove or replace and defend Company against any and all losses, damages, responsibility and property of Customer.Company shall not be the device shall constitute a material breach of this Agreement. costs,including expert fees and costs,and expenses including responsible for the testing, removal or disposal of such If Customer adds any third party device or equipment to the reasonable defense costs,arising from any and all third party hazardous materials. Covered System(s),Company shall not be responsible for any claims for personal injury,death,property damage or economic 14.OSHA Compliance. Customer shall indemnify and hold damage to or failure of the Covered System(s)caused in whole loss, including specifically any damages resulting from the Company harmless from and against any and all claims. or in part by such device or equipment. exposure of workers to Hazardous Conditions whether or not demands and/or damages arising in whole or in part from the 22. Reports. Where inspection and/or test services are Customer pre-notifies Company of the existence of said enforcement of the Occupational Safety Health Act(and any selected, such inspection and/or test shall be completed on hazardous conditions, arising in any way from any act or amendments or changes thereto)unless said claims,demands Company's then current Report form,which shall be given to omission of Customer or Company relating in any way to this or damages are a direct result of causes within the exclusive Customer,and.where applicable,Company may submit a copy Agreement,including but not limited to the Services under this control of Company. thereof to the local authority having jurisdiction.The Report and Agreement, whether such claims are based upon contract. 15.Interferences. Customer shall be responsible to coordinate recommendations by Company are only advisory in nature and warranty, tort (including but not limited to active or passive the work of other trades (including but not limited to ducting. are intended to assist Customer in reducing the risk of loss to negligence),strict liability or otherwise.Company reserves the piping,and electrical)and for and additional costs incurred by property by indicating obvious defects or impairments noted to right to select counsel to represent it in any such action. Company arising out of interferences to Company's work caused the system and equipment inspected and/or tested.They are not 25. Insurance. Customer shall name Company, its officers, Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America 2020 Johnson Controls.ALL RIGHTS RESERVED.