|
DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9
<br />Johnson *
<br />Controls
<br />1. Payment. Payments shall be invoiced and due in accordance
<br />with the terms and conditions set forth above. Work performed
<br />on a time and material basis shall be at Company's then -
<br />prevailing rate for material, labor, and related items, in effect at
<br />the time supplied under this Agreement. Company shall invoice
<br />Customer for progress payments to one hundred (100 %)
<br />percent based upon equipment delivered or stored, and services
<br />performed. Customers without established satisfactory credit
<br />shall make payments of cash in advance, upon delivery or as
<br />otherwise specified by Company. Where Customer establishes
<br />and maintains satisfactory credit, payments shall be due and
<br />payable thirty (30) days from date of invoice. Company reserves
<br />the right to revoke or modify Customer's credit in its sole
<br />discretion. Customer's failure to make payment when due is a
<br />material breach of this Agreement. If Customer fails to make any
<br />payment when due, in addition to any other rights and remedies
<br />available, Company shall have the right, at Company's sole
<br />discretion, to stop performing any Services and /or withhold
<br />further deliveries of materials, until the account is current. In the
<br />event payment is not received when due, Company may, at its
<br />discretion, assess late fees at the rate of 1.5% per month or the
<br />maximum rate allowed by law. Customer agrees to pay all costs
<br />of collection, including without limitation costs, fees, and
<br />attorneys' fees. Customer's failure to make payment when due
<br />is a material breach of this Agreement until the account is
<br />current.
<br />2. Pricing. The pricing set forth in this Agreement is based on
<br />the number of devices to be installed and services to be
<br />performed as set forth in the Scope of Work ( "Equipment" and
<br />"Services "). If the actual number of devices installed or services
<br />to be performed is greater than that set forth in the Scope of
<br />Work, the price will be increased accordingly. If this Agreement
<br />extends beyond one year, Company may increase prices upon
<br />notice to the Customer. Customer agrees to pay all taxes,
<br />permits, and other charges, including but not limited to state and
<br />local sales and excise taxes, however designated, levied or
<br />based on the service charges pursuant to this Agreement. Prices
<br />in any quotation or proposal from Company are subject to
<br />change upon notice sent to Customer at any time before the
<br />quotation or proposal has been accepted. Prices for products
<br />covered may be adjusted by Company, upon notice to Customer
<br />at any time prior to shipment, to reflect any increase in
<br />Company's cost of raw materials (e.g., steel, aluminum) incurred
<br />by Company after issuance of Company's applicable proposal
<br />or quotation.
<br />3. Alarm Monitoring Services. Any reference to alarm
<br />monitoring services in this Agreement is included for pricing
<br />purposes only. Alarm monitoring services are performed
<br />pursuant to the terms and conditions of Company's standard
<br />alarm monitoring services agreement.
<br />4. Code Compliance. Company does not undertake an
<br />obligation to inspect for compliance with laws or regulations
<br />unless specifically stated in the Scope of Work. Customer
<br />acknowledges that the Authority Having Jurisdiction (e.g. Fire
<br />Marshal) may establish additional requirements for compliance
<br />with local codes. Any additional services or equipment required
<br />will be provided at an additional cost to Customer.
<br />5. Limitation of Liability; Limitations of Remedy. It is
<br />understood and agreed by the Customer that Company is
<br />not an insurer and that insurance coverage shall be
<br />obtained by the Customer and that amounts payable to
<br />company hereunder are based upon the value of the
<br />services and the scope of liability set forth in this
<br />Agreement and are unrelated to the value of the Customer's
<br />property and the property of others located on the
<br />premises. Customer agrees to look exclusively to the
<br />Customer's insurer to recover for injuries or damage in the
<br />event of any loss or injury and that Customer releases and
<br />waives all right of recovery against Company arising by way
<br />Project: John Link Bldg LL Alterations
<br />Customer Reference: SimplexGrinnell Fire Alarm
<br />Johnson Controls Reference: 250439764
<br />Date: 06/19/2018
<br />Page 5 of 7
<br />TERMS AND CONDITIONS (Rev. 4/18)
<br />of subrogation. Company makes no guaranty or Warranty,
<br />including any implied warranty of merchantability or fitness
<br />for a particular purpose that equipment or services supplied
<br />by Company will detect or avert occurrences or the
<br />consequences therefrom that the equipment or service was
<br />designed to detect or avert. It is impractical and extremely
<br />difficult to fix the actual damages, if any, which may
<br />proximately result from failure on the part of Company to
<br />perform any of its obligations under this Agreement.
<br />Accordingly, Customer agrees that, Company shall be
<br />exempt from liability for any loss, damage or injury arising
<br />directly or indirectly from occurrences, or the
<br />consequences therefrom, which the equipment or service
<br />was designed to detect or avert. Should Company be found
<br />liable for any loss, damage or injury arising from a failure of
<br />the equipment or service in any respect, Company's liability
<br />shall be limited to an amount equal to the Agreement price
<br />(as increased by the price for any additional work) or where
<br />the time and material payment term is selected, Customer's
<br />time and material payments to Company. Where this
<br />Agreement covers multiple sites, liability shall be limited to
<br />the amount of the payments allocable to the site where the
<br />incident occurred. Such sum shall be complete and
<br />exclusive. IN NO EVENT SHALL COMPANY BE LIABLE FOR
<br />ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM
<br />ARISING FROM ANY SERVICING, ALTERATIONS,
<br />MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE
<br />COVERED SYSTEM(S) OR ANY OF ITS COMPONENT
<br />PARTS BY THE CUSTOMER OR ANY THIRD PARTY.
<br />COMPANY SHALL NOT BE LIABLE FOR INDIRECT,
<br />INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
<br />KIND, INCLUDING BUT NOT LIMITED TO DAMAGES
<br />ARISING FROM THE USE, LOSS OF THE USE,
<br />PERFORMANCE, OR FAILURE OF THE COVERED
<br />SYSTEM(S) TO PERFORM. The limitations of liability set
<br />forth in this Agreement shall inure to the benefit of all
<br />parents, subsidiaries and affiliates of company, whether
<br />direct or indirect, company's employees, agents, officers
<br />and directors.
<br />6. Reciprocal Waiver of Claims (SAFETY Act). Certain of
<br />Company's systems and services have received Certification
<br />and/or Designation as Qualified Anti - Terrorism Technologies
<br />( "QATT ") under the Support Anti - terrorism by Fostering Effective
<br />Technologies Act of 2002, 6 U.S.C. §§ 441 -444 (the "SAFETY
<br />Act "). As required under 6 C.F.R. 25.5 (e), to the maximum
<br />extent permitted by law, Company and Customer hereby agree
<br />to waive their right to make any claims against the other for any
<br />losses, including business interruption losses, sustained by
<br />either party or their respective employees, resulting from an
<br />activity resulting from an "Act of Terrorism" as defined in 6 C.F.R.
<br />25.2, when GATT have been deployed in defense against,
<br />response to, or recovery from such Act of Terrorism.
<br />7. General Provisions. Customer has selected the service level
<br />desired after considering and balancing various levels of
<br />protection afforded, and their related costs. All work to be
<br />performed by Company will be performed during normal working
<br />hours of normal working days (8:00 a.m. — 5:00 p.m., Monday
<br />through Friday, excluding Company holidays), as defined by
<br />Company, unless additional times are specifically described in
<br />this Agreement. Company will perform the services described in
<br />the Scope of Work section ( "Services ") for one or more
<br />system(s) or equipment as described in the Scope of Work
<br />section or the listed attachments ( "Covered System(s)"). The
<br />Customer shall promptly notify Company of any malfunction in
<br />the Covered System(s) which comes to Customer's attention.
<br />This Agreement assumes the Covered System(s) are in
<br />operational and maintainable condition as of the Agreement
<br />date. If, upon initial inspection, Company determines that
<br />repairs are recommended, repair charges will be submitted for
<br />approval prior to any work. Should such repair work be declined
<br />Company shall be relieved from any and all liability arising
<br />therefrom. UNLESS OTHERWISE SPECIFIED IN THIS
<br />AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED,
<br />TESTING) PROVIDED UNDER THIS AGREEMENT DOES
<br />NOT INCLUDE ANY MAINTENANCE, REPAIRS,
<br />ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD
<br />ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE
<br />THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY
<br />COMPANY TO CUSTOMER. COMPANY SHALL NOT BE
<br />RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING
<br />WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS
<br />INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO
<br />RESULTS FROM THE AGE OR OBSOLESCENCE OF THE
<br />ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS
<br />AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT,
<br />COMPONENTS OR PARTS THAT ARE BELOW GRADE,
<br />BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR
<br />TO THE BUILDING, ELECTRICAL WIRING, AND PIPING.
<br />8. Customer Responsibilities. Customer shall furnish all
<br />necessary facilities for performance of its work by Company,
<br />adequate space for storage and handling of materials, light,
<br />water, heat, heat tracing, electrical service, local telephone,
<br />watchman, and crane and elevator service and necessary
<br />permits. Where wet pipe system is installed, Customer shall
<br />supply and maintain sufficient heat to prevent freezing of the
<br />system. Customer shall promptly notify Company of any
<br />malfunction in the Covered System(s) which comes to
<br />Customer's attention. This Agreement assumes any existing
<br />system(s) are in operational and maintainable condition as of the
<br />Agreement date. If, upon initial inspection, Company
<br />determines that repairs are recommended, repair charges will be
<br />submitted for approval prior to any work. Should such repair
<br />work be declined Company shall be relieved from any and all
<br />liability arising therefrom. Customer shall further:
<br />• supply required schematics and drawings unless they are to
<br />be supplied by Company in accordance with this Agreement;
<br />• Provide a safe work environment, in the event of an
<br />emergency or Covered System(s) failure, take reasonable
<br />safety precautions to protect against personal injury, death,
<br />and property damage, continue such measures until the
<br />Covered System(s) are operational, and notify Company as
<br />soon as possible under the circumstances.
<br />• Provide Company access to any system(s) to be serviced,
<br />• Comply with all laws, codes, and regulations pertaining to the
<br />equipment and /or services provided under this agreement.
<br />9. Excavation. In the event the Work includes excavation,
<br />Customer shall pay, as an extra to the contract price, the cost of
<br />any additional work performed by Company dues to water,
<br />quicksand, rock or other unforeseen condition or obstruction
<br />encountered or shoring required.
<br />10. Structure and Site Conditions. While employees of
<br />Company will exercise reasonable care in this respect,
<br />Company shall be under not responsibility for loss or damage
<br />due to the character, condition or use of foundations, walls, or
<br />other structures not erected by It or resulting from the excavation
<br />in proximity thereto, or for damage resulting from concealed
<br />piping, wiring, fixtures, or other equipment or condition of water
<br />pressure. All shoring or protection of foundation, walls or other
<br />structures subject to being disturbed by any excavation required
<br />hereunder shall be the responsibility of Customer. Customer
<br />shall have all things in readiness for installation including,
<br />without limitation, structure to support the sprinkler system and
<br />related equipment (including tanks), other materials, floor or
<br />suitable working base, connections and facilities for erection at
<br />the time the materials are delivered. In the event Customer fails
<br />to have all things in readiness at the time scheduled for receipt
<br />of materials, Customer shall reimburse Company for all
<br />expenses caused by such failure. Failure to make areas
<br />Fire, Security, Communications, Sales & Service
<br />Offices & Representatives in Principal Cities throughout North America
<br />
|