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Project: Lee CTY Courthouse Security
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<br /> 0 Customer Reference:
<br /> Johnson Controls Reference: 620212202
<br /> Johnson � Date: 11/16/2020
<br /> Controls Page 6 of 6
<br /> employees, agents, subcontractors, suppliers, and Agreement price does not include travel expenses. 32.Software and Digital Services. Use,implementation,and
<br /> representatives as additional insureds on Customer's general 29. No Option to Solicit. Customer shall not, directly or deployment of the software and hosted software products
<br /> liability and auto liability policies. indirectly,on its own behalf or on behalf of any other person, ("Software")offered under these terms shall be subject to,and
<br /> 26. Termination. Any termination under the terms of this business,corporation or entity,solicit or employ any Company governed by,Company's standard terms for such Software and
<br /> Agreement shall be made in writing. In the event Customer employee,or induce any Company employee to leave his or her Software related professional services in effect from time to time
<br /> terminates this Agreement prior to completion for any reason not employment,for a period of two years after termination of this at https://www.johnsoncontrols.com/techterms(collectively,the
<br /> arising solely from Company's performance or failure to perform, Agreement. "Software Terms").Applicable Software Terms are incorporated
<br /> Customer understands and agrees that Company will incur costs 30.Force Majeure;Delays.Company shall not be liable,nor in herein by this reference.Other than the right to use the Software
<br /> of administration and preparation that are difficult to estimate or breach or default of its obligations under this Agreement,for as set forth in the Software Terms,Company and its licensors
<br /> determine. Accordingly, should Customer terminate this delays, interruption, failure to render services, or any other reserve all right, title, and interest (including all intellectual
<br /> Agreement as described above, Customer agrees to pay all failure by Company to perform an obligation under this property rights)in and to the Software and improvements to the
<br /> charges incurred for products and equipment installed and Agreement,where such delay,interruption or failure is caused. Software.The Software that is licensed hereunder is licensed
<br /> services performed, and in addition pay an amount equal to in whole or in part, directly or indirectly. by a Force Majeure subject to the Software Terms and not sold.If there is a conflict
<br /> twenty(20%)percent of the price of products and equipment not Event. A"Force Majeure Event"is a condition or event that is between the other terms herein and the Software Terms,the
<br /> yet delivered and Services not yet performed,return all products beyond the reasonable control of Company, whether Software Terms shall take precedence and govern with respect
<br /> and equipment delivered and pay a restocking fee of twenty foreseeable or unforeseeable,including.without limitation,acts to rights and responsibilities relating to the Software, its
<br /> (20%) percent the price of products or equipment returned. of God,severe weather(including but not limited to hurricanes, implementation and deployment and any improvements thereto.
<br /> Company may terminate this Agreement immediately at its sole tornados, severe snowstorms or severe rainstorms),wildfires, 33. Assignment. Customer may not assign this Agreement
<br /> discretion upon the occurrence of any Event of Default as floods, earthquakes, seismic disturbances, or other natural without Company's prior written consent.Company may assign
<br /> hereinafter defined. Company may also terminate this disasters, acts or omissions of any governmental authority this Agreement to an affiliate without obtaining Customer's
<br /> Agreement at its sole discretion upon notice to Customer if (including change of any applicable law or regulation), consent.
<br /> Company's performance of its obligations under this Agreement epidemics.pandemics,disease,viruses.quarantines,or other 34. Entire Agreement. The parties intend this Agreement,
<br /> becomes impracticable due to obsolescence of equipment at public health risks and/or responses thereto, condemnation, together with any attachments or Riders (collectively the
<br /> Customer's premises or unavailability of parts. strikes,lock-outs,labor disputes,an increase of 5%or more in "Agreement)to be the final,complete and exclusive expression
<br /> 27. Default. An Event of Default shall be (a) failure of tariffs or other excise taxes for materials to be used on the of their Agreement and the terms and conditions thereof.This
<br /> Customer to pay any amount when due and payable,(b)abuse project,fres,explosions or other casualties.thefts,vandalism, Agreement supersedes all prior representations,understandings
<br /> of the System or the Equipment, (c) dissolution, termination, civil disturbances,insurrection,mob violence,riots,war or other or agreements between the parties,written or oral,and shall
<br /> discontinuance, insolvency or business failure of Customer. armed conflict(or the serious threat of same),acts of terrorism, constitute the sole terms and conditions of sale for all equipment
<br /> Upon the occurrence of an Event of Default, Company may electrical power outages, interruptions or degradations in and services. No waiver,change,or modification of any terms
<br /> pursue one or more of the following remedies, (i)discontinue telecommunications, computer, network, or electronic or conditions of this Agreement shall be binding on Company
<br /> furnishing Services and delivering Equipment, (ii) by written communications systems, data breach, cyber-attacks, unless made in writing and signed by an Authorized
<br /> notice to Customer declare the balance of unpaid amounts due ransomware, unavailability or shortage of parts, materials, Representative of Company.
<br /> and to become due under this Agreement to be immediately due supplies, or transportation, or any other cause or casualty 35.Severability.If any provision of this Agreement is held by
<br /> and payable (iii) receive immediate possession of any beyond the reasonable control of Company. If Company's any court or other competent authority to be void or
<br /> Equipment for which Customer has not paid. (iv)proceed at law performance of the work is delayed,impacted,or prevented by unenforceable in whole or in part,this Agreement will continue
<br /> or equity to enforce performance by Customer or recover a Force Majeure Event or its continued effects,Company shall to be valid as to the other provisions and the remainder of the
<br /> damages for breach of this Agreement,and(v)recover all costs be excused from performance under the Agreement.Without affected provision.
<br /> and expenses,including without limitation reasonable attorneys' limiting the generality of the foregoing,if Company is delayed in 36.Legal Fees.Company shall be entitled to recover from the
<br /> fees,in connection with enforcing or attempting to enforce this achieving one or more of the scheduled milestones set forth in customer all reasonable legal fees incurred in connection with
<br /> Agreement, the Agreement due to a Force Majeure Event.Company will be Company enforcing the terms and conditions of this Agreement.
<br /> 28. Exclusions. Unless expressly included in the Scope of entitled to extend the relevant completion date by the amount of 37. License Information (Security System Customers): AL
<br /> Work, this Agreement expressly excludes, without limitation, time that Company was delayed as a result of the Force Majeure Alabama Electronic Security Board of Licensure 7956 Vaughn
<br /> testing inspection and repair of duct detectors,beam detectors, Event, plus such additional time as may be reasonably Road,Pmb 392,Montgomery,Alabama 36116(334)264-9388:
<br /> and UV/IR equipment;provision of fire watches;clearing of ice necessary to overcome the effect of the delay.To the extent that AR Regulated by:Arkansas Board of Private Investigators And
<br /> blockage:draining of improperly pitched piping;replacement of the Force Majeure Event directly or indirectly increases Private Security Agencies,#1 State Police Plaza Drive, Little
<br /> batteries; recharging of chemical suppression systems; Company's cost to perform the services.Customer is obligated Rock 72209(501)618-8600:CA Alarm company operators are
<br /> reloading of, upgrading, and maintaining computer software; to reimburse Company for such increased costs, including, licensed and regulated by the Bureau of Security and
<br /> system upgrades and the replacement of obsolete systems, without limitation. costs incurred by Company for additional Investigative Services, Department of Consumer Affairs,
<br /> equipment, components or parts; making repairs or labor, inventory storage, expedited shipping fees, trailer and Sacramento.CA.95814.Upon completion of the installation of
<br /> replacements necessitated by reason of negligence or misuse of equipment rental fees, subcontractor fees or other costs and the alarm system,the alarm company shall thoroughly instruct
<br /> components or equipment or changes to Customer's premises, expenses incurred by Company in connection with the Force the purchaser in the proper use of the alarm system.Failure by
<br /> vandalism, corrosion (including but not limited to micro- Majeure Event. the licensee,without legal excuse,to substantially commence
<br /> bacterially induced corrosion ("MIC)), power failure, current 31.One-Year Claims Limitation;Choice of Law.No claim or work within 20 days from the approximate date specified in the
<br /> fluctuation,failure due to non-Company installation, lightning, cause of action,whether known or unknown,shall be brought agreement when the work will begin is a violation of the Alarm
<br /> electrical storm,or other severe weather,water,accident,fire, against Company more than one year after the claim first arose. Company Act:NY Licensed by N.Y.S.Department of the State:
<br /> acts of God or any other cause external to the Covered Except as provided for herein,Company's claims must also be TX Texas Commission on Private Security,5805 N.Lamar Blvd.,
<br /> System(s).Repair Services provided pursuant to this Agreement brought within one year. Claims not subject to the one-year Austin, 78752-4422,512-424-7710.License numbers available
<br /> do not cover and specifically excludes system upgrades and the limitation include claims for unpaid: (a)contract amounts, (b) at www.johnsoncontrols.com or contact your local Johnson
<br /> replacement of obsolete systems, equipment, components or change order amounts(approved or requested)and(c)delays Controls office.
<br /> parts. All such services may be provided by Company at and/or work inefficiencies. The laws of Massachusetts shall
<br /> Company's sole discretion at an additional charge.If Emergency govem the validity, enforceability, and interpretation of this
<br /> Services are expressly included in the scope of work section,the Agreement.
<br /> IMPORTANT NOTICE TO CUSTOMER
<br /> In accepting this Proposal,Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is
<br /> understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the
<br /> system requested by Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing.ATTENTION IS DIRECTED TO THE
<br /> LIMITATION OF LIABILITY,WARRANTY,INDEMNITY AND OTHER CONDITIONS ON THE PRECEDING PAGES. This proposal shall be void if not accepted in writing within 30 days
<br /> from the date of the Proposal.
<br /> Offered By: Accepted By: (Customer)
<br /> Johnson Controls Fire Protection LP
<br /> License#:Alarm Systems Licensing Board 919-788-5
<br /> 540 Civic Blvd Ste 105 1 ^
<br /> RALEIGH,NC 27610-2935 Company: Lee CoVn4 ileifillYVAL
<br /> Telephone: (919)279 6400 Address: `'IV V /1{(nl0I ma 27sso
<br /> Representative: David Kaczmarek Signature: 144
<br /> Email: dkaczmarek@simplexgrinnell.com Title: Chat(mp,(l, Lee C!n J 80artiD11A1111M6s10
<br /> P.O.#: Date:)^ZGL ZQZ L
<br /> Fire, Security, Communications, Sales & Service
<br /> Offices & Representatives in Principal Cities throughout North America
<br /> 2020 Johnson Controls.ALL RIGHTS RESERVED.
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