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DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9
<br />Johnson 0
<br />Controls
<br />available to Company during performance in accordance with
<br />schedules that are the basis for Company's proposal shall be
<br />considered a failure to have things in readiness in accordance
<br />with the terms of this Agreement.
<br />11. Confined Space. If access to confined space by Company
<br />is required for the performance of Services, Services shall be
<br />scheduled and performed in accordance with Company's then -
<br />current hourly rate.
<br />12. Hazardous Materials. Customer represents that, except to
<br />the extent that Company has been given written notice of the
<br />following hazards prior to the execution of this Agreement, to the
<br />best of Customer's knowledge there is no:
<br />• "permit confined space," as defined by OSHA,
<br />• risk of infectious disease,
<br />• need for air monitoring, respiratory protection, or other
<br />medical risk,
<br />• asbestos, asbestos - containing material, formaldehyde or
<br />other potentially toxic or otherwise hazardous material
<br />contained in or on the surface of the floors, walls, ceilings,
<br />insulation or other structural components of the area of any
<br />building where work is required to be performed under this
<br />Agreement.
<br />All of the above are hereinafter referred to as "Hazardous
<br />Conditions ". Company shall have the right to rely on the
<br />representations listed above. If hazardous conditions are
<br />encountered by Company during the course of Company's work,
<br />the discovery of such materials shall constitute an event beyond
<br />Company's control and Company shall have no obligation to
<br />further perform in the area where the hazardous conditions exist
<br />until the area has been made safe by Customer as certified in
<br />writing by an independent testing agency, and Customer shall
<br />pay disruption expenses and re- mobilization expenses as
<br />determined by Company. This Agreement does not provide for
<br />the cost of capture, containment or disposal of any hazardous
<br />waste materials, or hazardous materials, encountered in any of
<br />the Covered System(s) and /or during performance of the
<br />Services. Said materials shall at all times remain the
<br />responsibility and property of Customer. Company shall not be
<br />responsible for the testing, removal or disposal of such
<br />hazardous materials.
<br />13. OSHA Compliance. Customer shall indemnify and hold
<br />Company harmless from and against any and all claims,
<br />demands and /or damages arising in whole or in part from the
<br />enforcement of the Occupational Safety Health Act (and any
<br />amendments or changes thereto) unless said claims, demands
<br />or damages are a direct result of causes within the exclusive
<br />control of Company.
<br />14. Interferences. Customer shall be responsible to coordinate
<br />the work of other trades (including but not limited to ducting,
<br />piping, and electrical) and for and additional costs incurred by
<br />Company arising out of interferences to Company's work caused
<br />by other trades.
<br />15. Modifications and Substitutions. Company reserves the
<br />right to modify materials, including substituting materials of later
<br />design, providing that such modifications or substitutions will not
<br />materially affect the performance of the Covered System(s).
<br />16. Changes, Alterations, Additions. Changes, alterations
<br />and additions to the Scope of Work, plans, specifications or
<br />construction schedule shall be invalid unless approved in writing
<br />by Company. Should changes be approved by Company, that
<br />increase or decrease the cost of the work to Company, the
<br />parties shall agree, in writing, to the change in price prior to
<br />performance of any work. However, if no agreement is reached
<br />prior to the time for performance of said work, and Company
<br />elects to perform said work so as to avoid delays, then
<br />Company's estimate as to the value of said work shall be
<br />deemed accepted by Customer. In addition, Customer shall
<br />pay for all extra work requested by Customer or made necessary
<br />because of incompleteness or inaccuracy of plans or other
<br />information submitted by Customer with respect to the location,
<br />type of occupancy, or other details of the work to be performed.
<br />In the event the layout of Customer's facilities has been altered,
<br />or is altered by Customer prior to the completion of the Work,
<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 6 of 7
<br />Customer shall advise Company, and prices, delivery and
<br />completion dates shall be changed by Company as may be
<br />required.
<br />17. Commodities Availability. Company shall not be
<br />responsible for failure to provide services, deliver products, or
<br />otherwise perform work required by this Agreement due to lack
<br />of available steel products or products made from plastics or
<br />other commodities. In the event Company is unable, after
<br />reasonable commercial efforts, to acquire and provide steel
<br />products, or products made from plastics or other commodities,
<br />if required to perform work required by this Agreement,
<br />Customer hereby agrees that Company may terminate the
<br />Agreement, or the relevant portion of the Agreement, at no
<br />additional cost and without penalty. Customer agrees to pay
<br />Company in full for all work performed up to the time of any such
<br />termination.
<br />18. Project Claims. Any claim of failure to perform against
<br />Company arising hereunder shall be deemed waived unless
<br />received by Company, in writing specifically setting forth the
<br />basis for such claim, within ten (10) days after such claims
<br />arises.
<br />19. Backcharges. No charges shall be levied against Company
<br />unless seventy -two (72) hours prior written notice is given to
<br />Company to correct any alleged deficiencies which are alleged
<br />to necessitate such charges and unless such alleged
<br />deficiencies are solely and directly caused by Company.
<br />20. System Equipment. The purchase of equipment or
<br />peripheral devices (including but not limited to smoke detectors,
<br />passive infrared detectors, card readers, sprinkler system
<br />components, extinguishers and hoses) from Company shall be
<br />subject to the terms and conditions of this Agreement. If, in
<br />Company's sole judgment, any peripheral device or other
<br />system equipment, which is attached to the Covered System(s),
<br />whether provided by Company or a third party, interferes with
<br />the proper operation of the Covered System(s), Customer shall
<br />remove or replace such device or equipment promptly upon
<br />notice from Company. Failure of Customer to remove or replace
<br />the device shall constitute a material breach of this Agreement.
<br />If Customer adds any third party device or equipment to the
<br />Covered System(s), Company shall not be responsible for any
<br />damage to or failure of the Covered System(s) caused in whole
<br />or in part by such device or equipment.
<br />21. Reports. Where inspection and /or test services are
<br />selected, such inspection and/or test shall be completed on
<br />Company's then current Report form, which shall be given to
<br />Customer, and, where applicable, Company may submit a copy
<br />thereof to the local authority having jurisdiction. The Report and
<br />recommendations by Company are only advisory in nature and
<br />are intended to assist Customer in reducing the risk of loss to
<br />property by indicating obvious defects or impairments noted to
<br />the system and equipment inspected and/or tested. They are not
<br />intended to imply that no other defects or hazards exist or that
<br />all aspects of the Covered System(s), equipment, and
<br />components are under control at the time of inspection. Final
<br />responsibility for the condition and operation of the Covered
<br />System(s) and equipment and components lies with Customer.
<br />22. Limited Warranty. Subject to the limitations below,
<br />Company warrants any equipment (as distinguished from the
<br />Software) installed pursuant to this Agreement to be free from
<br />defects in material and workmanship under normal use for a
<br />period of one (1) year from the date of first beneficial us or all or
<br />any part of the Covered System(s) or 18 months after Equipment
<br />shipments, whichever is earlier, provided however, that
<br />Company's soles liability, and Customer's sole remedy, under
<br />this limited warranty shall be limited to the repair or replacement
<br />of the Equipment or any part thereof, which Company
<br />determines is defective, at Company's sole option and subject to
<br />the availability of service personnel and parts, as determined by
<br />Company. Company warrants expendable items, including, but
<br />not limited to, video and print heads, television camera tubes,
<br />video monitor displays tubes, batteries and certain other
<br />products in accordance with the applicable manufacturer's 26. Default. An Event of Default shall be 1) failure of the
<br />warranty. Company does not warrant devices designed to fail in Customer to pay any amount within ten (10) days after the
<br />protecting the System, such as, but not limited to, fuses and
<br />circuit breakers. Company warrants that any Company software
<br />described in this Agreement, as well as software contained in or
<br />sold as part of any Equipment described in this Agreement, will
<br />reasonably conform to its published specifications in effect at the
<br />time of delivery and for ninety (90) days after delivery. However,
<br />Customer agrees and acknowledges that the software may have
<br />inherent defects because of its complexity. Company's sole
<br />obligation with respect to software, and Customer's sole remedy,
<br />shall be to make available published modifications, designed to
<br />correct inherent defects, which become available during the
<br />warranty period. If Repair Services are included in this
<br />Agreement, Company warrants that its workmanship and
<br />material for repairs made pursuant to this Agreement will be free
<br />from defects for a period of ninety (90) days from the date of
<br />furnishing.
<br />EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY
<br />DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING BUT NOT LIMITED TO ANY IMPLIED
<br />WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE WITH RESPECT TO THE
<br />SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS
<br />OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER.
<br />Warranty service will be performed during Company's normal
<br />working hours. If Customer requests warranty service at other
<br />than normal working hours, service will be performed at
<br />Company's then current rates for after ours services. All repairs
<br />or adjustments that are or may become necessary shall be
<br />performed by and authorized representative of Company. Any
<br />repairs, adjustments or interconnections performed by Customer
<br />or any third party shall void all warranties.
<br />23. Indemnity. Customer agrees to indemnify, hold harmless
<br />and defend Company against any and all losses, damages,
<br />costs, including expert fees and costs, and expenses including
<br />reasonable defense costs, arising from any and all third party
<br />claims for personal injury, death, property damage or economic
<br />loss, including specifically any damages resulting from the
<br />exposure of workers to Hazardous Conditions whether or not
<br />Customer pre - notifies Company of the existence of said
<br />hazardous conditions, arising in any way from any act or
<br />omission of Customer or Company relating in any way to this
<br />Agreement, including but not limited to the Services under this
<br />Agreement, whether such claims are based upon contract,
<br />warranty, tort (including but not limited to active or passive
<br />negligence), strict liability or otherwise. Company reserves the
<br />right to select counsel to represent it in any such action.
<br />24. Insurance. Customer shall name Company, its officers,
<br />employees, agents, subcontractors, suppliers, and
<br />representatives as additional insureds on Customer's general
<br />liability and auto liability policies.
<br />25. Termination. Any termination under the terms of this
<br />Agreement shall be made in writing. In the event Customer
<br />terminates this Agreement priorto completion for any reason not
<br />arising solely from Company's performance orfailure to perform,
<br />Customer understands and agrees that Company will incur costs
<br />of administration and preparation that are difficult to estimate or
<br />determine. Accordingly, should Customer terminate this
<br />Agreement as described above, Customer agrees to pay all
<br />charges incurred for products and equipment installed and
<br />services performed, and in addition pay an amount equal to
<br />twenty (20 %) percent of the price of products and equipment not
<br />yet delivered and Services not yet performed, return all products
<br />and equipment delivered and pay a restocking fee of twenty
<br />(20 %) percent the price of products or equipment returned.
<br />Company may terminate this Agreement immediately at its sole
<br />discretion upon the occurrence of any Event of Default as
<br />hereinafter defined. Company may also terminate this
<br />Agreement at its sole discretion upon notice to Customer if
<br />Company's performance of its obligations under this Agreement
<br />becomes impracticable due to obsolescence of equipment at
<br />Customer's premises or unavailability of parts.
<br />Fire, Security, Communications, Sales & Service
<br />Offices & Representatives in Principal Cities throughout North America
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