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DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9
<br />Johnson 0
<br />Controls
<br />amount is due and payable, 2) abuse of the System or the
<br />Equipment, 3) dissolution, termination, discontinuance,
<br />insolvency or business failure of Customer. Upon the
<br />occurrence of an Event of Default, Company may pursue one or
<br />more of the following remedies, 1) discontinue furnishing
<br />Services, 2) by written notice to Customer declare the balance
<br />of unpaid amounts due and to become due under the this
<br />Agreement to be immediately due and payable, provided that all
<br />past due amounts shall bear interest at the rate of 1 '/% per
<br />month (18% per year) or the highest amount permitted by law,
<br />3) receive immediate possession of any equipment for which
<br />Customer has not paid. 4) proceed at law or equity to enforce
<br />performance by Customer or recover damages for breach of this
<br />Agreement, and 5) recover all costs and expenses, including
<br />without limitation reasonable attorneys' fees, in connection with
<br />enforcing or attempting to enforce this Agreement.
<br />27. Exclusions. Unless expressly included in the Scope of
<br />Work, this Agreement expressly excludes, without limitation,
<br />testing inspection and repair of duct detectors, beam detectors,
<br />and UV /IR equipment; provision of fire watches; clearing of ice
<br />blockage; draining of improperly pitched piping; replacement of
<br />batteries; recharging of chemical suppression systems;
<br />reloading of, upgrading, and maintaining computer software;
<br />system upgrades and the replacement of obsolete systems,
<br />equipment, components or parts; making repairs or
<br />replacements necessitated by reason of negligence or misuse of
<br />components or equipment or changes to Customer's premises,
<br />vandalism, corrosion (including but not limited to micro -
<br />bacterially induced corrosion ( "MIC ")), power failure, current
<br />fluctuation, failure due to non - Company installation, lightning,
<br />electrical storm, or other severe weather, water, accident, fire,
<br />acts of God or any other cause external to the Covered
<br />System(s). Repair Services provided pursuant to this Agreement
<br />do not cover and specifically excludes system upgrades and the
<br />replacement of obsolete systems, equipment, components or
<br />parts. All such services may be provided by Company at
<br />Company's sole discretion at an additional charge. If Emergency
<br />Services are expressly included in the scope of work section, the
<br />Agreement price does not include travel expenses.
<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 7 of 7
<br />28, No Option to Solicit. Customer shall not, directly or
<br />indirectly, on its own behalf or on behalf of any other person,
<br />business, corporation or entity, solicit or employ any Company
<br />employee, or induce any Company employee to leave his or her
<br />employment, for a period of two years after termination of this
<br />Agreement.
<br />29. Force Majeure; Delays. Company shall not be liable for any
<br />damage or penalty for delays or failure to perform work due to
<br />acts of God, acts or omissions of Customer, acts of civil or
<br />military authorities, Government regulations or priorities, fires,
<br />epidemics, quarantine, restrictions, war, riots, civil disobedience
<br />or unrest, strikes, delays in transportation, vehicle shortages,
<br />differences with workmen, inability to obtain necessary labor,
<br />material or manufacturing facilities, defaults of Company's
<br />subcontractors, failure or delay in furnishing compete
<br />information by Customer with respect to location or other details
<br />of work to be performed, impossibility or impracticability of
<br />performance or any other cause or causes beyond Company's
<br />control, whether or not similar to the foregoing. In the event of
<br />any delay caused as aforesaid, completion shall be extended for
<br />a period equal to any such delay, and this contract shall not be
<br />void or voidable as a result of the delay. In the event work is
<br />temporarily discontinued by any of the foregoing, all unpaid
<br />installments of the contract price, les an amount equal to the
<br />value of material and labor not furnished, shall be due and
<br />payable upon receipt of invoice by Customer.
<br />30. One-Year Limitation on Actions; Choice of Law. It is
<br />agreed that no suit, or cause of action or other proceeding shall
<br />be brought against either party more than one (1) year after the
<br />accrual of the cause of action or one (1) year after the claim
<br />arises, whichever is shorter, whether known or unknown when
<br />the claim arises or whether based on tort, contract, or any other
<br />legal theory. The laws of Massachusetts shall govern the validity,
<br />enforceability, and interpretation of this Agreement.
<br />31. Assignment. Customer may not assign this Agreement
<br />without Company's prior written consent. Company may assign
<br />this Agreement to an affiliate without obtaining Customer's
<br />consent.
<br />32. Entire Agreement. The parties intend this Agreement,
<br />together with any attachments or Riders (collectively the
<br />"Agreement) to be the final, complete and exclusive expression
<br />of their Agreement and the terms and conditions thereof. This
<br />Agreement supersedes all prior representations, understandings
<br />or agreements between the parties, written or oral, and shall
<br />constitute the sole terms and conditions of sale for all equipment
<br />and services. No waiver, change, or modification of any terms
<br />or conditions of this Agreement shall be binding on Company
<br />unless made in writing and signed by an Authorized
<br />Representative of Company.
<br />33. Severability. If any provision of this Agreement is held by
<br />any court or other competent authority to be void or
<br />unenforceable in whole or in part, this Agreement will continue
<br />to be valid as to the other provisions and the remainder of the
<br />affected provision.
<br />34. Legal Fees. Company shall be entitled to recover from the
<br />customer all reasonable legal fees incurred in connection with
<br />Company enforcing the terms and conditions of this Agreement.
<br />35. License Information (Security System Customers): AL
<br />Alabama Electronic Security Board of Licensure 7956 Vaughn
<br />Road, Pmb 392, Montgomery, Alabama 36116 (334) 264 -9388:
<br />AR Regulated by: Arkansas Board of Private Investigators And
<br />Private Security Agencies, #1 State Police Plaza Drive, Little
<br />Rock 72209 (501)618 -8600: CA Alarm company operators are
<br />licensed and regulated by the Bureau of Security and
<br />Investigative Services, Department of Consumer Affairs,
<br />Sacramento, CA, 95814. Upon completion of the installation of
<br />the alarm system, the alarm company shall thoroughly instruct
<br />the purchaser in the proper use of the alarm system. Failure by
<br />the licensee, without legal excuse, to substantially commence
<br />work within 20 days from the approximate date specified in the
<br />agreement when the work will begin is a violation of the Alarm
<br />Company Act: NY Licensed by N.Y.S. Department of the State:
<br />TX Texas Commission on Private Security, 5805 N. Lamar Blvd.,
<br />Austin, 78752 -4422, 512 - 424- 7710.License numbers available
<br />at www.ici.com or contact your local Johnson Controls office.
<br />Offered By:
<br />Johnson Controls Fire Protection LP License#:
<br />540 Civic Blvd Ste 105
<br />RALEIGH, NC 27610 -2935
<br />Telephone: (919) 279 6400
<br />Accepted By: (Customer)
<br />Company:
<br />Address:
<br />Representative: Steve W. Moore
<br />Email: stepmoore @simplexgrinnell.com
<br />Signature:
<br />Title:
<br />P.O.* Date:
<br />Fire, Security, Communications, Sales & Service
<br />Offices & Representatives in Principal Cities throughout North America
<br />
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