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HomeMy WebLinkAboutJohnson Controls Fire Protection, LP - Johnson Controls Rider to Service Agreement Johnson 014 Johnson Controls Controls Rider to Service Agreement This Rider is made as of 8/28/23 by and between Johnson Controls Fire Protection, LP("Johnson Controls")and Yakima Air Terminal ("Customer')and amends the Deficiency Quote#2026354(the"Agreement").This Rider is effective as of the date of last signature below. In the event of a conflict between the provisions of this Rider and the Agreement,the provisions of this Rider shall prevail. To the extent any provisions of this Rider are the same or similar in any respect to any provisions of the Agreement, the same or similar provision in the Agreement is deleted and replaced with the provision in this Rider. 1. Indemnity. Johnson Controls agrees to indemnify Customer for all damages, losses and expenses with respect to any third- party claims against the Customer for personal injury, including death, or tangible property damage, but only to the extent such damages, losses and expenses are caused by the negligent acts or willful misconduct of Johnson Controls in fulfilling its obligations under this Agreement. In the event Johnson Controls is obligated to indemnify Customer as set forth above, Johnson Controls has the right but not the obligation to defend Customer against third-party claims.If Johnson Controls elects to undertake such defense, then Johnson Controls shall have exclusive control over the defense. 2. Liability Limitation. IN NO EVENT SHALL JOHNSON CONTROLS AND ITS AFFILIATES AND THEIR RESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS BE LIABLE FOR ANY DAMAGES RELATING TO THE AGREEMENT OR THE SERVICES CONTEMPLATED THEREBY IN ANY AMOUNT EXCEEDING TWO TIMES THE TOTAL AMOUNTS PAID TO JOHNSON CONTROLS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. WHERE THIS AGREEMENT COVERS MULTIPLE SITES, LIABILITY SHALL BE LIMITED TO THE AMOUNT OF THE PAYMENTS ALLOCABLE TO THE SITE WHERE THE INCIDENT OCCURRED. SUCH SUM SHALL BE COMPLETE AND EXCLUSIVE. 3. Waiver of Consequential Damages. IN NO EVENT, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY IN TORT), WILL JOHNSON CONTROLS AND ITS AFFILIATES AND THEIR RESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS BE LIABLE TO CUSTOMER (DIRECTLY OR INDIRECTLY)UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,FOR ANY:(A)SPECIAL,INCIDENTAL,CONSEQUENTIAL,PUNITIVE,OR INDIRECT DAMAGES;(B) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; (C) BUSINESS INTERRUPTION; OR (D) DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE,CYBERATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS. 4. Insurance.Johnson Controls shall maintain insurance to cover its proportionate share of liability in amounts set forth below in full force and effect at all times until the(a)obligations under the Agreement have been completed or(b)the Agreement is cancelled or terminated, and shall provide a certificate evidencing such coverage promptly following a Customer's request. COVERAGES LIMITS OF LIABILITY Workmen's Compensation Insurance Statutory Commercial General Liability Insurance $2,000,000 Per Occurrence $2,000,000 Aggregate Comprehensive Automobile Liability Insurance $2,000,000 Combined Single Limit The above limits may be obtained through primary and excess policies and may be subject to self-insured retentions. Any insurance protection afforded to the Customer under this policy will be limited to the terms of the certificate of insurance and/or endorsement and will not expand upon, alter, supplant, or supersede Johnson Controls' contractual obligations hereunder including any indemnification obligations. The amount payable under the policy will be the lesser of the amount required by the contract and the limits provided by the policy. Customer shall maintain all insurance coverage that Customer believes is necessary to protect Customer, Customer's property, and persons in or on the Premises, including coverage for personal injury and property damage throughout the term of the Agreement. Page 1 of 2 Service Rider(US)9.24.2021 5. Payment. Unless otherwise negotiated,the terms of payment shall be net 30 days from receipt of a popper invoice. Invoicing disputes must be identified in writing within twenty(21)days of the invoice date. Payments of any disputed amounts are due upon resolution. All other amounts remain due upon receipt of invoice. Failure to make payments when due will give Johnson Controls, without prejudice to any other right or remedy, the right to: (i)to stop performing any Services, withhold deliveries of Equipment and other materials, terminate or suspend software licenses, require go-forward cash in advance payment and/or terminate this Agreement; and (ii)charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and half(1.5)percent per month or the maximum rate permitted under applicable law, until payment is made in full. Customer will pay all of Johnson Controls' reasonable collection costs(including legal fees and expenses). 6. Force Majeure. Johnson Controls shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to perform under this Agreement, caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A "Force Majeure Event" is an event beyond the reasonable control of Johnson Controls, foreseeable or unforeseeable, including, without limitation, acts of God, severe weather, declared or undeclared natural disasters, acts or omissions of any governmental authority including change in applicable law, epidemics, pandemics, disease, viruses, quarantines or other public health risks and/or responses, strikes, lock-outs, labor shortages or disputes, an increase of 5°/0 or more in tariffs, fires, explosions or other casualties, thefts, vandalism, civil disturbances, riots, war, terrorism, power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials,supplies, or transportation. If Johnson Controls' performance is delayed, impacted, or prevented by a Force Majeure Event or, its continued effects, Johnson Controls shall be excused from performance under the Agreement. If Johnson Controls is delayed in achieving any scheduled milestones due to a Force Majeure Event, Johnson Controls will be entitled to extend such milestones by the amount of time Johnson Controls was delayed as a result of such event, plus additional time to overcome the effect of the delay. Yakima Air Terminal("Customer") Johnson Controls Fire Protection, LP("Johnson Controls") • By: By: tl f Title: C.4 !n4ti46.6-IC. Title: )cificien, ySnecialist 7-1 CITY CONTRACT NO: 1//i4 RESOLUTION NO: a Page 2 of 2 Service Rider(US)9.24.2021 Johnson Controls Fire Protection LP 10 1�, re,WA E Knox � PROPOSAL AND SERVICE AGREEMENT Spokane, 99206 Johnson 509-534-6055 Controls www./ohnsoncontrols.com Product Family: Fire Alarm Inspection Deficiency Date: 8/25/2023 Customer#: 631849 Prepared By: SR#: 53069612 JD Proposal#: Name: Stephanie Kerin Phone#: 512-287-3812 Quote Ref: 2026354 Email: stephanie.kerin ici� Com Site Information Billing information Name: 'Yakima Air Terminal Name: 'Yakima Air Terminal Address: 2400 W Washington Ave Address: 2406 W Washington Ave Ste B City: YAKIMA State:JWA 1Zip Code: 98903-1134 City: YAKIMA State 'WA Zip Code: 98903-1246 Purchaser Contact Information: Name: Jaime Vera/Shelby Barrett Phone: 509-426-1630 Email: Jaime.Vera@yakimawa.gov;Shelby.Barrett@yakimawa.gov Johnson Controls Fire Protection LP("Company"),for and in consideration of the prices herein named,proposes to furnish the work,and or materials hereinafter described,subject to the terms and conditions of this Agreement. Scope of Work Johnson Controls Technician to supply labor and materials for the following: Troubleshoot sync issue with audio/visuals. *Quote is priced with customers contracted discounts and entitlements. NOTE: If additional parts and/or labor are needed for repair a separate quote will be required EXCLUSIONS:TAXES,Overtime Pay,Permit Fees,Cutting&Patching,New Piping,Centering of Sprinklers,Wiring&Programming,Fire Pumps, Submittal Drawings,Asbestos Environment&Lift Rental;unless otherwise specified. Labor:$3,849.30 WA St.Prevailing Wage Intents and Affidavits Fee: $80.00 Per Diem Charge(overnight required due to location):$300.00 V44601. Truck/Trip Charge: $149.00 "kw prolo4"1' Prevailing Wage Required? No Working Hours:Based on normal business hours Certified Payroll Required? No Mon-Fri 7:30AM-4:OOPM unless otherwise noted. Customer/Site Tax Exempt? No Payment Terms: Net 30 $4,378.30 Four Thousand Three Hundred Seventy Eight Dollars and Fixed Price 2 Labor and Material NTE Thirty Cents "This Proposal is valid for 30 days" For your convenience we are offering you the opportunity to purchase commonly used life safety products listed below for your shelf stock.Enter the quantity of devices and return the proposal with your approval/PO to your sales rep.The sales rep will then provide you with a total price for your requested devices. Description Qty Description Qty Smoke Sensor Base Horn/Strobe Wall Mount Photoelectric Sensor Strobe Notification Heat Sensor Sprinkler Head Addressable/Manual Pull Station BESAFE Beige Mounting Box Name: Johnson Controls Fire Protection LP Title: 10010 E Knox PO# Spokane,WA 99206 Signature 509-534-6055 JC4259(Rev.9/22) Page 1 ©2021 Johnson Controls.ALL RIGHTS RESERVED TERMS AND CONDITIONS designed to detect or avert. SlimId Company be found liable for any toes,damage or 1.Term.The Tinder Term of this Agreement snarl commence on Tie Cate of this Agreement injury arising from a failure of the equipment or service in any respect,Company's and continue for the period indicated in this Agreement A:the cerrcIusier of the initial Tenm liability for Service®performed on-site at Customers promisee anal)be Untetod to an mC Agreement shall auaarratcaly extend for successne tee equal to the Irk Term aggregate amount equal to the Agreement price iaa increased by the price for any subject to Section 3)u mess enter parry gives wrtten notice to the other oar at leaf thirty additional wore(or.where the time and material payment term is selected,Cuetomer'a ;3C'I days 7ncr to the end 011ie then—current term;each a;•Renewal Terri":. time and material payments to Company.Where this Agreement covers multiple eitee 2.Payment and Invoicing..Unless othereise agreed ay tie parties r venting, fees for liability snail be wed to the amount of the payments allocable to the site where the Services to be performed oral ae paid annuaty in adaance.Unless ct'rrrhise agreed to by incident occurred. Company's liability with respect to Monitoring Semicee n set forth the parties.amounts are cue upon receipt of me mote by CtrrY_r-a ::ea Inas be pant m Section 18 of bus Agreement Such sum shall be complete and exclusive.IN ND ay Customer re electronic Censer)via EFT'ACH Invoicing dispu:a= ---5':e odenti led•r EVENT SHALL COMPANY BE LIABLE.FOR ANY DAMAGE.LOSS.INJURY,OR ANY Arting wirer 21 Cara Of the invoice cam Payments of any dip-utec 3r:; are due ant OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS. aaYabte upon meotac'n. Pay-me,: ; a condition precedent to Colo s- = obligation to CHANGES, OR MOVEMENTS OF THE COVERED SYSTEMiS1, AS HEREINAFTER oeruim Services under tea:-ea•"a-! •sir(performed on a brae ari -•a a•:ass anal DEFINED, OR ANY OF ITS COMPONENT PARTS BY CUSTOMER OR ANY THIRD me at the thencrenaling Ccr:a3- site'Cr n elenat moor.and misted,iv—_ - ::M me PARTY To the maximum extent permitted by law.in no event shall Company and de Pme auoplied urder T s a_:-=e-ant C ustcr-e• acknowledges aril sc.3e3 ira:amen' affiliates and their respective personnel,suppliers and vendors be liable to Customer payments of the fut a : =:ei or invoices _air essenaa tern of 1r:- s•oreement ant or any third party under any cause of action or theory of liability.even if advised of the Customers fa urn t:--=ia FF,rant r sal:are- :_a s 3 7 sternal brew :;:r I Agreement possibility of such damages.for any 1a)special,incidental,consequential,punitive or Customer'_'':-•aa-: doges that if Ma-- =. - .--i outstanding :- .a- - :ce-it` indirect damages of any kind: Ibi loss of profda, revenues, data. customer maten3 ': _7-:F" 3': ii gr a coin,:3-, .,Or: :„r=_udice to airy atre•-+:^•:'•emedy opportunities,lousiness,anticipated savings or goodwill:(c)bueuness interruption,or ne-_--..: :� -:.:a )suspend :;::ntrue cr terminate perfcrmlrc -e'vres tell data roes or other losses arising from viruses. ranaomware. cyberattactts or and c••,c-c;-,-.-"a :a i,eres cf aou;:ra-r art other materals,terminate airs_i:-h1 any futures or interruptions to network systems.The limitations of liabitty sat forth in this Jnpec somvare :3-ses, ands,s_s:.a-- ::mpanys obligators under cr r---rate this Agreement shall inure to the benefit of all parents, subeidiarlea and affiliates of Agreement:arc :narge Castors' -:__u:an the amounts unpaid ate rasa a:_a(C the Company. whether direct or indirect, Company*erlWkoyeee agents. officers and nisei of one a-: :re naf i1 Si pet:=' per-north or ire maximum rate pe•-•-a:. ter directors. applicable law _ :a.,ment a male r a,Jl. Company's erecsoi tb conorue pr: -.:-:•--_re 5.Reciprocal warner of Claims(SAFETY Act.Certain of Cr"-:Da- :;,stems art serm icy services doe-n_: - . r.a.dimmryn Company's right to terminate or suspend a ..____cr nave received Cetecation ardor Designation a: C_i - A r•ohsn Tecnnacgees exercise any cr .::r rernedwa under this Agreement Company snail net be isc 3 or :'QATV"under Tie Support Anb-tercre-m by Fosierrc -e - e-_ rc:cows Act of 2302 any damages.._ a as:uses.or habities arising from or relating tc vaspensicn of 5er 6 J.5 C g§a:•read to'SAFETY ACr As require -a ` _ - -_= to the for ncr-paymer: - . =e.ent that there are exigent cicumstances requr®g services or the maximum extent;emitted by We,•Compaity arid Gust:,--sr ---s: --as.: .3 aheir right Company otherwise,:e^:am-:s 5ernces eta*pftsnnKifolmamg-i'u wnsion,those service; n mate any claims against the ether ler any losses. nclucr.. :_i a:a -tervawn asses sisal be governed by the amyl of this Agree-sent unless a separate contract is executed If stultified by ether party or their respective emAnbyees,res.: -r-ar act'vrty resulting Customer ampules any late payment ncece or Company's effort V otieet payment fief-,an'Act of Terronsm'as defined n 6 C F R.25.2 weer CA"rase Deer iet:ro ed r n'a Customer snag n icy nose,company in eriuba il and explain me of the deputy oefen_se against response to or recover?from such Act or Tennr r- Customer agrees to pay ail of Company's reasonable cdaectidr costs,including regal fees 7. Indemnity.Customer agrees to indemnify, hold namstees and defend Company and expenses against any arid ail losses, damages coats, including expert fees and costa,and 3. Pricing.The pricing set form•r Iris Agreement s onset on ale number of Wines ant expenses including reasonabie defense costs.arising from any and an third party services to De performed as set earth in t Agreement if the actual number of devices claims for personal injury,death,property damage or economic loss,arising in any -rstalet or services to me performed*greater than that set forth an this Agreement the price way from any act or omission of Customer or Company'relating in any way to this ail be increased a-_cwdrgf) Company may increase prices upon notice to Customer to Agreement Including but not limited to the Services under this Agreement,whether reflex increases in materaai and labor cuts Al stared prices are excursive clan Customer anon claims are based upon contract'warranty,tort(mcrudirsg but not limited to active agrees to pay any razes fees duties tariffs false warm assessments instellation or alarm or passive negligence),strict liability of ottherwise.Company reserves the right to permits ant levees or other similar charges imposed and-or enacted by a government select counsel to represent A in any such action. customer's responsibility with ^cosier designated cr imposed including out not lenses 33 value-added and wiinottmg respect to iftdemniftcatfon and defense of Company with respect to Monitoring :axes oral are levied or based soon the amounts paid under this Agreement. Pr u n any Services ie set forth on Section 10 of this Agreement quotation or{Ytp'osel from Ccrrroari are subject to txlage upon hence sent to Customer at b.General ProvNione.Cast:--e•-s_Ill_•._o:re service ace leered site,considering any time pefcre sne c,:omtcn or propose has been accepted Company-ail preside and balancrig various level- : :':'a::: 3 _ _ad art ther related cum Al wont to be rrm Custoer'Aitn notice of any pricing adjusbrems appincatue to any Renewal Term no aler oeriorrmed by COMBO./MI^_:a•-•-a:-_-rg normal Asitmg tours co normal wonting Mar 15 Jays arty to the commencement of that Renewal Tern Unless CI:retonlerteminates days,;8:ts]a m -5 XI a m : to _,r',Jay excluding Company lrsdays,as defined the Agreement at east m m, 'ID'Jays poor to the start of such Rerfrea Term,the edjustee ay Company,unless addno-- : _-: -=:raw^ n this Agreement All wore once snarl be the ante-:'--a la^e•,val Term performed lstscnedued unless a .3- _:_. :_ - .-_ I •eentent ApporWmeraG Pices for prodlco.-:. a,try,Agreement tray be ay71Ite1 by Conpary upor notice to scheduled for four-hour cro:a -__._ - - -__1 -3, or:for special srneaing Customer at Cr, :.. a- to slxpmert and regardless of Customer's acceptance or the requests ieg. working around ea:::"a- I - . : _ a -: s wont(. Company rill Company s or-''== r:radon,to reflect any nc ease C,Tcamy-s cost of ran.materials oerhrrn the sefvice described'r the 5E.,:e I.: =e. _s':Jfbr one or more sysimss ;e g.thee =_ ---lr.y to secure Products,ona-pas:r-creaaes in law law:.Wee or equipment as descrteed in the Service 5c'_:: : listed attacnmerrts;rCbcereft duties,arts t __::as 3:1s of government a sr.iar or__sto c_cr,er any extra vysrrern(5.71 UNLESS OTHERWISE SPEC=EC •r- =A_REEUENT,ANY INSPECTION unforeseen arc m am 4^s_3 ::u elements. -'AND IF SPECIFEC TESTING) PR-CV:1: '-1:5 AGREEMENT DOES NOT 4.Code Complranc3.::'-oany odes rot•,,.iiertake an co cs:_n mspect+or aompiance NC-_UDE ANY MIN ATENANCE.NEPA ri.S v_-:==-ICr.S.REPLACEMENT CfF PARTS. •Aim laws orreg:at--=_-ass specific-30r=tiler'^(^:._4.'ea-'a :.:s:rfreracKnccledges CR ANY FIELD AD°JVSTLIENT `^'A.TSCE' =S NOR DOES 'T INCLUDE THE Teat one Audlcr t. -3.nc JursOrbor a _ _ '.:.3.3.7_ : e yeti sr aicbcral CORRECTION OF ANY OEFIC C'i 55 !DEN' EC 5Y CCAIPANY TC CUSTCMER. comp,recurements for ie ce alai local:ales ,A- -OJrixincsa' cis:r c: .-:.sr:- COWAN,SHALL NOT BE REE=_.-:.S;BLP F_ E-_T.MENT FAALURE OCCURRING wit to provided at sr edditiora curio C;_::,-- 'A'HILE COMPANY IS IN THE =ROCE55 := =2_LC'VYNG TS INSPECTION S.Limitation of Liability:Limitations of Remedy Customer urroerstanCe Tat Company TECHNIQUES 'WHERE THE =n__RE ALSO RESJL'E FROM THE AGE OR offers several levels of protection services and Mat One-ese'de5cnted has been chosen by C65.OLESCENCE OF THE ITEM '-:,. DUE TO NCRI,IA_ ':EAR AND TEAR. THIS Customer after cprsideritg ant Caansec ,arnous.e,es N protection afforded and their AGREEhEN'DOES NOT COVER 5.5-E'.'_ 5:_ C _:.=:VENTS OR PARTS 'elated costs R is understood and agreed by Customer that Company is not an insurer THAT ARE BELC'iS GRADE, BEHINL ..a___ :_ :--5- :E E'RJCT'CN5 OR and that insurance coverage shall be obtained by Customer and that amounts payable EXTERIOR TO THE BItILOiNG,ELECTR-CAL: _ ,_ ._ __ ._ to Company hereunder are based upon the value of the*emcee and the scope of 9.Customer ReeponsibitiMes.Customer snail -a : ::.-e= : -accordance liability set forth in this Agreement and are unrelated to the value of Customers won 3.;:.COO a 3r -.3"_'37tj _ air` :- _: -._ _=7:'ifr hfiah property and the property of others located on the promisee Customer agrees to look excluer:ely to Customer insurer to recover for injuries or damage in the event of any C..;: --:;.,- . : =as a - a:: _.,anrg s,_a = _z s.r-5i arc toes or injury.Customer releases and waives all right of recovery against Company :3I'c_3.. ._..,. , '' -Dr- t_itbmni poor' arising by way of subrogation. Company maser no guaranty or warranty including �-_ - 2__.: ,: _ any implied warranty of mercnantabsta or fitness for a particular purpose tries on-site rear_=- - --•..•;:,tors --_-: 'a:sr Atompeieoire: _:--oanysnailDe equipment or services aupptfed my Company will detect or avert occurrences or Me relieved firs--3" .I-C I s:: t;ars r.;me-a: oonesquences therefrom that the equipment or service was designed to detect or Customer home- e_=:: avert. it is impractical and extremely difficult to fix the actual damages,if any,which • oraide C:r:a- :ai' access to Coiereo E;stemfs to be Berl'ceJ rrluc,rg, f may proximately result from failure on the part of Company to perform any at ita apply:sae -. ._:i.s orOre equupment needer_to ream maaessible equgmerrt: obligations anger this Agreement Accordingly,Customer agrees that Company shall • 3Uppt,s::3c-=eiecthr.al service.neat neat tra:rrg adequate water supc-y.and recurec be exempt from liability for any loss damage or injury arising directly or indirectly from sister-'s:nematre and Cr drawrgs occurrences, or the consequences therefrom,which the equipment or serrice was • notify al required persons,including but not tinged to atahoraes raving jurwaction, obtgatan to runner perform.n the area where the Harris Conditions exist trill to area empcyees,and monitoring services,of scheduled resin ands repair of systems; has teen mane safe Cy Customer as cerefieo n*rung by an ndependern testing agency. • pecr ire a safe Mark emironment, and Customer snail pay eisiption expenses and re-+nottitatgn expenses as delerminee • in the event of an emergency or Covered 5ystem(sj tenure,take reasonable precautions by Company.Tt*s Agreement does not provide for me cost of testing involving a tscnarge so protect against personal rysay,ream,andee property damage and continue such or release,capture,ccertainment,transport,removal,or depose ;cellectr.efj,tine mea<res Lodi the Covered Systems)are operational;and 'Discharge Services')of any hazardous waste material,hazardous materials,frehgmlg • campy win all ass,codes,and reguaerns pertaining to the equipment ander Servic° rriateriab ncwdrg without limitation any Ifrefghting foam enccurrtered in ander otscramed provided under Into Agreement tom any M the Covered System(s)adfor during performance of the Servirces.Said Customer represents and warrants that a has Ore ngre w authorze the Services to be materials snarl an all tames remain the responstiity and property of Customer.Customer performed as set foM in this Agreement. Customer 5 eatery respacrtle foe me eetabtisnmerf,°penabor,maintenance,access,securtf and omen aspects of its omnps1er `snot be responsible for any Discharge Services associated withst.'Ch maeetials, notating newore ravetwortt';and anal sum), Company secure Pietro*access for providing as at discharged fieegmng roam in accordance wen all applicable taw.Company stall not 5e services Products netwvrted, corrected to ire intermit orohrererse connected to restated)*for me nesting,removal sr d5posal of such hazardous materials.Customer compilers or other devices must be appropriately protected by Customer anchor end user steal indemnify and hold Company harmless from and against iryi sce al clai'ns.denareM against unaulrorizeo access. Customer is response,* no take appropriate measures; and.er damages arising in role or in part from The use of or arty Discharge Services including performing back-rids,to protest information, notating without imit data,scaware, ansocaee will any hazardous waste,hazardous materials,or freighting materaS or Ales(Ootectively'Data'j prior to recening me service or products. including rimout limitation brefigleng foam encountered or discharged during performance lb. Repair Service•. Where Customer expressly includes repair, replacement, and of me Services. emergency response services in The Service SofIlion section of this Agreement, such 16.Covid-19 Vacciaatom.Company expressly discSerrrs any requirement raderarandrg or Services apply only to the components or equpmem of the Covered 5yslem{s',Customer agreement, express or argfted, included directly or incorporated by reference, in any agrees to promptly request repair services n ere event the System oecomes inoperable or Customer purchase order solicitation,notice or otherwise,tnat any of Cdrpanys personnel omentise reoures reps. The Agreement pace does not include repairs to the Covered ere vaccinated against CONO-19 under any federal•statepcolincial or local law,regulation or System(s)recommended by Compaq as a result of an nspection,for which Company wit order applcabe to government contracts or subcontracts, ndudig, without limitation; submil indeperdent pricing lo Customer and as to Minn Company wit Rot proceed rand Presidential Execud+e Order 14042('Ensureg Adequate COVts Safety Prvtoc et for Federal Customer aumorzes such mot and approves the pricing.Repar et replacement of non- Contactors') and Federal Acquisition Regulation(FAR) 52229-99(Ensuring Adequate maintainable parts ad the Covered Systenes)including,but not tufted to, unit cabinets, COVID Safety Pi locots for Federel Contractors`).Any such requi esen steal only apply to .rst.athg material,electrical airing,structural supports,and all other nonmoving parts;is not Company's personnel a and oruy to the extent contained in a written dent prrysicalty rclueei under this Agreement signed Cy an authorized officer of Company. 11.System Equipment.The purchase of equipment or perpneral devices,;including but not 17.Other Services. imitEd to smoke detectors, passive infrared detectors, card readers, sprinkler system A.Remote Service-If Customer selects Remote Service,Cam slurprovide support for Part' PPo components,extinguishers and noses)from Ccenpany shalt be supect to the terms anti acre Customers system by way of education,remote assistance and triage Thal aces not conditions of this Agreement if,in Conpanys sole judgment,arty penprheral device or other require programming changes no the Customers panel In addition,Remote Service does system equpmem, which is attached to me Covered 5ystenl(s1, whether provided by not norm*service to address physical damage to are system or a device;troubleshoot Meng Company,Customer a a third party,interferes'aim the proper operation of Me Covered issues; programing changes andior relocating,remounting, reconnecting, a adding a SystEm(s),Customer snail remrne or replace such deice or equipment promptly upon notice device to the system.Customer understands and agrees eat Mere Remote Service provides Iran Company. Faietre of Customer to remove a replace me deice shall constitute a for communication regarding Customers fire alarm system to Company via me Internet material breach of this Agreement If Customer adds any fhid party device or equprrren to Remote Service does not constitute moremring of Me system,and Customer tnderstands Vie Covered System(s;;Company shall not be responsible for any damage no or failure of the Mat Remote Service does not provide fa Company to contact the fee deparimeti or other Covered System(s)caused in vole or in pat cry suer device or equipment authorities in the event of a Are alarm.Customer understands mat if n wishes to recene 12.Repoie.Mere inspection antler test services are selected,soar inspection antler test monitoring of its fire alarm system and notification of the Are department cr other autralnPt steal be completed on Company's then curter report fern,which shall be given to Customer, in me event of a ore alarm,it must select monitoring services as a separate Service under and,where applicable,Company may submit a copy thereof to me local authority having fir$ Agreement CUSTOMER FURTHER UNDERSTANDS AND AGREES THAT THE lurisdicocnn The report and recommendations by Company are only advisory n nature and TERMS Of SECTION 18.F OF THIS AGREEMENT APPLY TO REMOTE SERVICE. are Mended to assist Customer in reducang the fist of loss to property by crdcaerg obvious B. Connected Fie Sprinkler Services;Connected Fie Alarm Semler*. Connected Fire oefEcts cr rnpair•nerws roved to the system arid equipment inspected ardor tested.They are Sprinkler Services and Connected Fee harm Services eacn rnears a data-analytics and not Intefded no imply that nc diner Selects or nazaros east or Slat all ash are Covered softaare plaorl Mat uses a censer or net.or%connec9ar no gamer equipment performance 5ysteml.$),equipment.and ccroperents are under cord at the time of inspection.Final data about a Customer's Covered Equipment fa Ciustcmers sprinter system or fire alarm respm°biro'for the corona and operation of the Covered System u s;and equipment and system, as appecaoe,to assist JC1 n advising Customer on such equpme rs health, componens lies corm Customer. performance a potential malfunction.Connected Fee Sprinter Services and Canected Fire 13.Availability and Coat of Steel,Ptaetica a Other Commodities.Company shall not be response,*for failure to p•cviae services deliver products, or odvenvise perform wore: Alarm Service; our* cOae4*+eAl, the Connected Equipment Services. If Customer has secured oy Tts Agreement due to lax cf avaiaife meet products a products trade from pufctmased Connected Fire Sprinter Senlces afd'of Connected Fie Alarm Serapes oil dry pramcs or crier commoin es In:he event Company L_macro,after reasonable commercial Covered Equipment,Customer agrees to slow Company to install diagnostic sensors and efforts, to acoure and provide steel produco or products made*an plastics or Goner commwicavon hardware('Gateway Device')or Customer all supply a netlork connection canmccli a if requires It pe'fcrrr wort requred Cy Otis Agreement, Customer hereby suitable to enable communication with Customers Covered Equipment in o der for Company agrees mat Company may terminate tie Agreement or me relevant portion of The Agreement no deliver ire connected services.For more mrormation on Metter your parecua equipment at no addecnal cost and without penalty Customer agrees to pay Company it full for all wort 'Includes Connected Fre Sprinter Services anther Connected Fire Aram Services,, a performed up to the drrre of any such termination. subscription to such,services and me cost,if any,of such subscription,pease see your 14.Confided Space.ff access to confined space by Company is required far the performance applicable order, quote, proposal or purchase documentation or tat to you JCI saes of Services,Services snag be scheduled and performed in accordance weal Company's men- representative. For certain subscnptials. Customer wit be able to access equipment curent hourly rate information from a mauve or smart device using the services mane a wen app. The 15.Hazardode Materials_Customer represents foal,except to the extent mat Company has Gateway Device will be used no access,store,and herd data fa the purposes of providing been giver)widen notice of the following naza is prior tome execution Or this Agreement,to Connected Fire sprinkler Services.Company*NI not use Connected Fire 5prrater Services Tle best of Customers tnatledge there is no or the Connected Fire ruamr Services to remotely operate or mate changes to Cue-tomer's • Space in ankh wort must be performed goat because of its=1St.ic on,woolen; Equipment If the c etnecticfr U'disconnected by Customer,and a technician needs to be contents or work activity therein,acaumuaticar of a hazardous gas,vapour;dust or fume or The cream of an oxygen-ddeficient ient atmosphere may occur, dtspakned to the Customer site,men the Customer Loft pay JCI a JCPs then-current standard • Tema confined spacer as deemed by OSHA fo wort Company performs in the applicable contract regular tree ardor oiert*,e raw_for RV,services.Company maces no United Steen: warranty or guarantee rotating to the Connected Fire Sprinkler Serviced or Connected • �infectious..�_�__ Fire Alarm Serviced Customer acknowledges that white Connected Fire Alarm rist• need for air monibxiug,respiratory protection,or other medical rise or Services or Connected Sprinkler Services generally improve equipment performance • asoestos, asbeslos•conlanig metenal,famaelenyde or other potential toxic or and services,these aervicee co not pre.ent aft potential malfunction.insure against an c,tnerw+se hazadous material contained in of on the surface of the Soars,walk, toss or guarantee a certain level of performance and that JCI shall not be reeponeible celings,rwlatron or otter structural components of the area of any building where for any injury,wad,or damage caused by any act or omission of JCI related to or wart is requrer 1a be performed under iris Agreement arising from the proactive health notifications of the equipment under Connected /'of the above are Hereinafter referred to as'Hazardous Contlinons'Company steal have Equipment Services.Customer understand*that if it wishes to receive monitoring of me rent to rely of the represenabac listed above t Hazardous CondAiors are its fire alarm system or sprinkler system and notification tithe We department or other encou nnered of Company during The course of Company's wort,me discovery of sill authordie*in the event of an alarm,it must aesect monitoring aervicee as a separate materials snail constitute an event beyond Company's cudrol and Company arse have ro Service under this Agreement.CUSTOMER FURTHER UNDERSTANDS AND AGREES SECTION 19(SOFTWARE AND DIGITAL SERVICES)APPLY TO CONNECTED FIRE revenues,data,customer opportunities.business.anticipated savings or goodwill;(c) ALARM SERVICES AND CONNECTED SPRINKLER SERVICES. In Ina event of a business inlierruption; or CO) data loss or other losses arising from viruses. conflict between these terms and the Software Terms,the Software Terms will control ransomware.cyber-attacks or failures or interruptions to network systems CUSTOMER C.Dashboards and Mobility Applications for Connected Fire Sprinkler Services and OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT. Connected Fire Alarm Services If Customer nas purchased Corte led Fire Sprinkler INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,INCLUDING BUT NOT Services ard'ar CcrnecleC Fire Alarm Services, CustSirer may Mime company_ LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, 7asnbaardl=i and notary Applications),as applicable,during me tern a me Agreement. PERFDRYAIFCE.OR FAILURE OF THE COVERED SYSTEMl3j TO PERFORM. Tee aursuant to me men ape catxe Terms of Use Agreement Terms for the Oashbcad are limitations of liability set forth in this Agreement inure to the benefit of all parents. cosies at nttp_:•ewe crrnsanccntroS.can'tlelongs'1ega0 a/'CNeflerlaICs. eubeidiariea and affiliates Of Company,whetter r direct ect or indirect and each of their employees,agents,officers and directors I8.Monitoring Services.f•Custer-er nas selected Monitoring Services,the closing shall C. Indemnity, Insurance. Customer agrees t7 Tv-Janney. non rainless and deline apply tt such Semmes: Company aganst ary and all leases,damages,oasts,Including expert fee:aria costs,end A.Alarm Monitoring Service.Customer agrees aria acknaweoges Mat Company_sae experses noudrg reasonable defense CO515,wend(Morn any and al third-pat/claims for and criy obligation under tie Agreement Shall be la prmvice earn,rnanncrrg,ncbflcation >arsenal rpm death property damage or economic loss.arising n any way from ary am ar and,cr Renner Services a set form in ins Agreement ens to endeavor to neat me aarty;ies:, omission of Customer or Ccmpery relating n any way to me limn:nog Services provided centifi s Si Customer on me ConlectCall Lst 1`contecs'i ardor Local Emergency Dispatcr under Me Agreement,tenter suer claims are based vtpon contact'warranty,tort;including Nursers fcr respercI g aarthailies Upon receipt col ar alarm signs.Company may,at our out not ironed to active or passne neglgence),stint Itabitty cr otherwise Company reserve_ Soe dscrettcn,attempt to nobly the Contacts to vaned the Signal is not faEe i'se fat to rolify me rgnt to select coarse'a represent it in any sucn actors Customer Goan name Company Me CCrdacic or alestion the reesperse we reteie we ail attempt to notify tree responding U.officer=_:errptapees.agents sutxontraabrs,suppliers arts representatives as adiaocral authority.In the event Ccrrsary receives a supervisory signal or TowDle signal CCrnpary rsl:rercs on Customers general rabilti and auto lablil polices oral endeavor to ptcrnptty ratify one of me Contacts.Company anal not be responsible Mr D.No modification. Modification to Sections 15 B cr C may only be male by a Miner a Canlactrs or responding authority's refusal to acknowedgerespond to Company's amendment to This Agreement signed by OM parties specific-ay referencing Section 15 B naltfli.alIons ci rarept ci an alarm,signal,nor man Company be required to mane adlsberai antic,'C.and nC suer,amendment shall be eRechh2 unless approved by the manager ct nab/Icalians ce:alse ci sucn refusal. Tne Contacts are authaidel to act cn Customers Ccr-dar'i's Central Mortaring Carder meted and.r so designated or me Corvact'CaI LEt are art:termed It cancel ar alarm prier E Customers Dirties. In attrition to Customers Out/Ic indemnify. defend, and non Sc the notification cf authcritas Customer understands that Ixal laws,ordinances a policies. Cpr:pary Rainless pursuant 5a Mrs Sector 18. may robrict Company's atilt,-M.provide tree alarm mcrtocnng and ncviiecabcn services I Customer agrees is furnlsri the names and'.elepncne numbers of au persons authorized to described a this Agreement aricor necessitate modified or adttidnal services and related enter or remain cn Customers premises anC-or Mat Should be notified in We event of ar charges tc customer Customer understands that Company may employ a number cR alarm sic CcractCal Let) and Loral Emergency dispatch Numters and provide all 'rdu5lrj-reagnlced measure tL help reduce cccurreces V lase alarm signal atbsebcr5 changes revision an0 mddlflcafcrrs tL me atone to Company In'srtng in a timer,-rrianrar These measures may'roue*,Out are rot=lmited to,lmpemertation of ndustry-recogrted Customer must ensure trat all such perccri are aubiaroed arc able so respon0 to suer d efeat settings; irrgtemer;ation of'partial clear are typos" proceiiurwi al eu•aarm notification. monitoring center and cover similar measures at cur sale disceeecn from time to brie.T'-[ESE I.Customer seal careful},arid property lest arid set me system rnmeilately pro•to the MEASURES CAN RE5UL7 IN NO ALARIA 5 0NAL BEING SENT°ROf.I AN ALARM ZONE securing of Me premises and carefuly test the system n a mariner presented by Company N CUSTOMER'S PREMISES AFTER THE IN'T'AL ALARM" AC'R'ATION UNTIL 'HE Ounrg Rua tern Of lime Agreement Customer agrees that,t[s resperslble for any losses ar ALARM SYSTEM 5 IAANUA,_LY RESET.Upon receving ncCflcation from Company that a damages due to eraimunctian miscdmrnuricaticr cr faiure cr Custer-ens system Sc ecourately ire cr gas deiecion (e.g carton monoxide) signal nas teen le.:er.ed, Me responding nanele Access or Ccmmurlcate date data.If any defect in operator Gene System develcp5, a,lmcit}'may forcibly edit-Me premises.Cellular radio unit test supervision.,f provided under or in the event a a poser faiure interrupter of neurone service,o other Interruptior at this Agreement p<cvides only Me status of Inc cellular ra no urns current signaling soar,-at Customers premises cf sgna a data transmission tnrougr any made.Customer seat noted Me time bime test ccrrenuncaeon based an certain programmed enemas ant toes not Sere Con-Gary rrimedasery If space'interor protector yice ultrasonic.Incise-am.infrared,etc.', Sc detect me potential loss of,ado Semite at me time of ar actual emergency event s pan ci me 5y51er:1.Customer snail wale test me system el lie manner recommended tr. Ccr.dan'y snail rat be resdcrsitle lc provide moeonng servico urger ME Agreement CemCiany. unless and mitt me communicator link between Customers premises and Company's Ai..M'hen any device or prilee•7ion s used.including.Cur rat invited Sc.space protection,enter ".ianitcring Center has seen rested. SUCH SERVICES ARE PROVIDED WITHOUT may ce affected by turbulence,of at,occuped airspace change or other dstrtatce,fdreeC WARRANTY,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO ANY IMPLIED ar reathrs,air ssnifbcrvers,nuns,bets.animals arc ary carer schemes rf air turbulence ar WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. nnaver ant aver may nlerfere aim the efetibveress ci one System curing closet pencils B Limitation of Liability;Limitations of Remedy Custer-or understands that Company 'while me alarm system is cri.Customer anal rainy Ccranany Offers several eves cv IAcnta ing Services ad scat the eve•described ha beer crosen by iv.Cm-Ismer steal prompt,-reset the System after any acavaler Customer after considering and baancrg various,eves Of dnatactian afforded and trier v.Customer shad notify Ccmpary regarding an•y remceerng ce]mar mangers Sc Tie proteclad 'elated casts. It is understood and agreed by Customer that Company is not an ensurer premises Mat may awed operation of Inc system. and that insurance coverage shall De obtained by Customer and that amounts payable vi.Customer snail mint-eras AM-Company in the retafatnn,cperauon ardor maintenance to Company hereunder are based upon the value of the Monitonng Services and the of Ire system arm agrees to Mimi al instructions and procedures wnicn may be prescribed scope of liability set forth in this Agreement and are unrelated to the value of for Tie coeratian cane system_the,erderrg cf services and the p•cvisrdn of security for Me Customers property and the property of others located on the premises.Customer premises agrees to look exclusively to Customer's insurer to recover for injuries or damage in •rii.Customer Vial pay al emerges made by any telephone Or cerrrnunicaticns provider the event of any loss or in,ury and that Customer releases and waives all right of company or odner I:stity Mr installation. leasing, and service charges ci teepncna trio recovery against Company arcing by way of subrogation. Company makes no connecting Custprrers premises to company. Customer acxras/edges mat alarm sgnats guaranty or waerartty,including any implied warranty of merchantability or fitness for ecm Cuslcfnmers premises to Company are bralsmined over customers telepnane or cuter a particular purpose that equipment or Services supplied by Company volt detect or trarsrreslcr service and gnat it Inc event Inc telephone or oIner rarsrn_scan name is put avert occurrences or the consequences therefrom Mat the equipment or Service was of vile, iccannected, paced an •vacadan.f or omerwse nterrlpleiy, signals from designed to detect or avert. It is impractical and extremely pifficuit to fix the actual Customers alarm system'nil net be received by Ccm.pan'r,during art such merupngn'r damages,if any,which may proximately resale from failure on the part of Company to telephone or other transmis_vm sen-ce and the interruper kill nor be known to Company perform any of its monitoring obligations under this Agreement. Accordingly, Customer agrees Scat in me event?re apartment a system continuous,/transmits-gnats Customer agrees that Company shall be exempt from liability for any loss.damage M 'movably delermmed by conparly'lip be false and'cr excessive in number.ber.Customer_tall injury arising directly or indirectly from occurrences,or the coneequennces therefrom be amen lc me adericral costs aril fees incurred by Company=r me reaming ant.or which the equipment or Service was designed to detect or avert. Snood Company be responding tome excessive signals ander Company may at its sole discelscr terminate Into found liabee for any lose,damage or infamy erasing from a failure of the equipment Or Agreemerd wiem respect IC Mlordaing services upon notice to Ctustamer. Service in any respect,Company's liability with reaped to Monitoring Sermon shall F.Communication Facilities. be the lesser of the annual fee for Monitoring Services allocable to the site where tie i Authorization.Customer authorizes Company,an Customers tenalf,to request services incident acumen or two thousand five hundred 152,5001 dollars. as agreed upon orders a equipment from a IHepnpre company.wreleus tamer ar tithe ccmpary dns.idingg damages and not as a penalty, as Customer's pole remedy. Such sum shall be rornmunoa non fecitbe vgnal transmiss.cn services or Wines under this Agreement complete and exchlsrrs. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY yenned Ic a'Communication Company). Shoal any mid-party service,ereupmenn or DAMAGE.LOSS,INJURY.OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, vacrity be required to aerfarrn the Mlonitcving Services set form in Isis Agreement,and moue ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED the same tie terminated or tieccrne crneralse unavailable cr impw_scade to provide. SYSTEMCSI.AS HEREINAFTER DEFINED.OR ANY OF ITS COMPONENT PARTS BY Ccrcary ray terminate nonfarm;Semmes uam'notice to Cu=tcrnar THE CUSTOMER OR ANY THIRD PARTY. In no event anal JCt and its affiliates and ri.Digital Communicator,Customer understands mat a drra communicator(CACTI, f their respective personnel,suppliers and vendors be liable to Customer or anythird ' rstaleo under tnE Agreement,uses tradirnnal teiepncre lines fir seniarg signals error party under any cause of action or theory of liability,even if ad.•ilee of the portability eamirale the read for a dedicated teregncre ire aril the casts asescaled 'aim sucr of such damages for any la)special,incidental,consequential,punitive or irdrect dedicated tres damages of any kind, including but not limited to damages. Cbl roes of profits. I.Derived Local CbamuN.The Conmumcalion Company's services provided hi Customer DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED.INCLUDING BUT NOT LIMITED in connection eat me Ser.sces may include Derived LLCM Channel service.such service TO ANY IMPLED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A may be provided under the Commtaecation Company's service marts or suite names. PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE These services include providing Ines,signal pans,scanning and transmission.Customer PRODUCTS,SYSTEMS OR EQLUMENT.IF AMY,SUPPORTED HEREUNDER agrees that Ste Communication Company s iatkley s invited to the same extent Company's Company nacres no and specificaty disclaims all representations ar warranties gnat the sattiNay is Kneed pursuant ID this section 18. services.prcdum software or Mind party product ar software yid be setae from cyber iv. CUSTOMER UNDERSTANDS THAT COMPANY WILL NOT RECEIVE ALARM .meats,hacking or diner similar maiaous activity,or eel detect tie presence of,ix esrurate, SIGNALS WHEN THE TELEPHONE LIME OR OTHER TRANSMISSION MODE IS NOT Neat,or mitigate me spread transmission,or outbreak of any pacts gef,disease,virus or other OPERATING OR HAS BEEN CUT,IITERFERED WITH OR IS OTHERWISE DAMAGED contagion.nmcivd'rng but not timed to COVID 19 OR IF THE ALARM SYSTEM IS UNABLE TO ACQUSRE,TRANSMIT OR MAINTAIN AN 29.Software and Digital Servicaa. Use,impemenation,and deployment of the software ALARM SIGNAL OVER CUSTOMER'S TELEPHONE SERVICE FOR ANY REASON and hawed sotasare products;r5orbearel offered under Meese tents steal be subject to,and INCLUDING NETWORK( OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS governed by,Company's standard terns for such Software and Sensate related professional CONGESTION OR DOWNTIME,ROUTING PROBLEMS.OR INSTABILITY OF SIGNAL services di effect frcen time to time at rittpsrmyrre.crinsonocreots.comlecriterrns QUALITY.CUSTOMER UNDERSTANDS THAT OTHER POTENTIAL CAUSES OF SUCH (collecevely,me'Software Tenn').Applicable Software Tema are incorporated Mersa by A FAILURE OVER CERTAIN TELEPHONE SERVICES(NCLUONG BUT NOT UNITED ems reference Other mat vie right to use the Software as set feat in vie Software Tetras, TO SORE TYPES OF DSL,ADSL, VOW.DIGITAL PHONE,INTERNET PROTOCOL Company and its icemGOts reserve aI right,titre,and interest:including a Nbellecttval property BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO rights)in and to Me Software and improvements to ne Software The SORaare ma is licensed SERVICE,INCLUDING CELLULAR OR PRIVATE RADIO,ETC. CN ON-TRADMONAL hereunder is licensed subject to the Software Terms and not sold if there is a convict between TELEPHONE SERVICE"))INCLUDE BUT ARE NOT LIMITED TO:(1(LOSS OF NORMAL the other terns news and the Software Terms,the 5c9Mawe Terms shall take precedence ELECTRIC POWER TO CUSTOMER'S PREMISES(THE BATTERY BACK-UP FOR THE and govern aim respect m rignm and responntilitie= rearing to ne Software, it ALARM PANEL DOES NOT POWER TELEPHONE SERVICE):AND(2)ELECTRONICS implementation anddeployment and any improvements Meseta.NoteAurstanding any other FAILURES SUCH AS A MODEM MALFUNCTION. CUSTOMER UNDERSTANDS THAT ; ;-f-;Ag7'e^e�rnent and unless otteraise agreed to try the parties in writing,me COMPANY WILL ONLY REVIEW THE DITIAL COMPATIBILITY OF CUSTOMER'S _ : -:;-: W Software Meat is provided to Customer on a subscription basis(i.e.,a ALARM SYSTEM WITH NON-TRADITIONAL TELEPHONE SERVICE AT THE TINE OF _ t'nifec ice-se or VS?. rcht), (each a 'SoIaare Subscnp4C1r): Each Software INITIAL CONNECTION TO COMPANY'S MONITORING CENTER AND THAT CHANGES 5ubscnp5cin provided here,':e•sit commence on the date Inc Ill credentials for the IN CUSTOMER'S TELEPHONE SERVICE'S DATA FORMAT AFTER THE INITIAL Software are made a'vaitab,: _=um:richer Start Coal and wit continue in effect Wit REVIEW OF COMPATIBILITY COULD MAKE CUSTOMER'S TELEPHONE SERVICE tie expiation of the subs-::_- ':-- -=ted herein. Al the elprMe of Mee Sateene UNABLE TO TRANSMIT ALARM SIGNALS TO COMPANY'S MONITORING CENTERS_ Subscription,Stich Sofia-e c- sutxmaicaly renew for consecutive one(1) E COMPANY DETERMINES IN ITS SOLE DISCRETION THAT IT IS COMPATIBLE, year terms(eache Reread = -.:. - .;nless either party prattles the deter party COMPANY WILL PERMIT CUSTOMER TO USE NON-TRADITIONAL TELEPHONE win a notice etnon-renerra;at ear.:-r days prior to the expiator of ne Men-current SERVICE AS THE SOLE METHOO OF TRANSMITTING ALARM SIGNALS.ALTHOUGH term. To Mee extent parodied try appt:so ,so,SaMare Subscription purchases are nor CUSTOMER UNDERSTANDS THAT COMPANY RECOMMENDS THE USE Of AN cancelable and the sums paid noreeNnoe v Fees for Software Subscriptions shalt be part ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S annual,/ in advance, invoiced on the Bubo:-c;cn Start Date and earn subsequent ALARM SYSTEM TO THE MONITORING CENTER REGARDLESS OF THE TYPE OF anniversary h Hereof. Unless otiereise agrees b;:ne parties in writer,Mee subscription fee TELEPHONE SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT V COMPANY for each Renewal Subscription Tenn via De pried at JCI's then-applicable ist price for that DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S NON-TRADITIONAL Software Meting. Myuse of Software that exceeds die scope, metrics or volume set toil TELEPHONE SERVICE IS OR LATER BECOMES NON-COMPATIBLE_OR F CUSTOMER m Ms Agreement win be sugect to additional fees based an Me date such excess use began. CHANGES TO ANOTHER NON-TRADITIONAL TELEPHONE SERVICE THAT IS NOT 21.Taxes,Fees,Fires,Libeling,end Permit.. Customer agrees to pay a sales tax,use COMPATIBLE,THEN COMPANY REQUIRES THAT CUSTOMER USE AN ALTERNATE tar,property tax,utility tax and other taxes required in connection wMl the equipment and METHOD OF COMMUNICATION ACCEPTABLE TO COMPANY AS THE PRIMARY services Sited„inclu® none com ine c rg pity , arry.Costumer shall comps/NM METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO THE MONITORING as WAS and recursions relating to me equipment and its use and snarl pronctty pay when CENTER. CUSTOMER UNDERSTANDS THAT TRANSMISSION OF FIRE ALARM due al saes,Ise,property,excise and other taxes and all permit,Icense and iegwtration SIGNALS BY MEANS OTHER THAN A TRADITIONAL TELEPHONE UNE MAY MOT BE sees now or hereafter imposed try any government body or agency Wort Me equipment nt or its RI COMPUAMCE WITH FIRE ALARM STANDARDS OR SOME LOCAL FIRE CODES, use.Company may,Mama notice,Main,any required permit,license or registration for AND THAT IT IS CUSTOMER'S OBUGATION TO COMPLY WITH SUCH STANDARDS Customer at Customers expense and charge a fee for dm service.It Customer fails to AND CODES. CUSTOMER ALSO UNDERSTANDS THAT r THE ALARM SYSTEM HAS maintain any required licenses or penes,Company shall rot be responsible for performing A LINE CUT FEATURE,IT MAY NOT BE ABLE TO DETECT IF A NON-TRADITIONAL tie seniors and may terminated*services aMhout notice to Customer. TELEPHONE SERVICE LIJE IS CUT OR INTERRUPTED,AND THAT COMPANY MAY 22.Outside Charges_ Customer understands and accepts Mai Company specifcaty NOT BE ABLE TO PROVIDE CERTAIN AUXYJARY MONITORING SERVICES THROUGH declaims any responsibility for charges associated was Mee notification or dispatching of A NON-TRADITIONAL TELEPHONE LlIE OR SERVICE CUSTOMER FURTHER anyone.including but not hied to fie department,poke department,paramedics,doctors, UNDERSTANDS THAT THE ALARM PANEL MAY BE UNABLE TO Sty THE PHONE or any other emergency personnel,and d there are any charges incurred as a result of sad LINE TO TRANSMIT AN ALARM SIGNAL I ANOTHER CONNECTION IS OFF TIE HOOK notification or dispatch,said charges Mai be the responsetty of Customer. DUE TO IMPROPER CONNECTION OR OTHERWISE. 23. Ipuance. Customer snail 'name Company, its officers, employees, agents. G_Varibcation. Runner Service. Some irisdictons may requie maim verification by subcontractors,suppliers.,and representatives as additional insureds on 11 Cuslonks general telephone or on-site rerifcauon('Runner Service")before dispatching emergency service iablpty aria auto Sather policies. th Me event that a requitement of ran cenficathon becomes effective Ater the dale of Nis 24.Wainer of Subrogation.Customer does hereby for itself and an other parties claiming Agreement,such services may be warm*at an aQD4cnaI charge Company seal not be under N release and discharge Company from and ape/stag hazards covered by Customers heat sate for any delay or have of dispatch of emergency services a'iseg can such insurance,it tieing expressly agreed and understood that no insurance company or insurer verificdtrn.Where Runner Sernce is,rdicated,such services may be provided by a tnid aI rare any right of subeogaton against Compe ry. party COMPANY WILL NO'ARREST OR DETAIN ANY PERSON. 25.Force Majeure,Exclusion. Corspany spat not be belle,nor in Presort or default Of its H.Personal Emergency Response Service.If Customer has selected Persona Emergency Mlt]ations under this fee Ag matt,for delays,interruption,faare to render seniors,or arty Response Ser.'ces,Cull:met agrees Slat the very nad.'e df cersonal Emergency Response Over failure by Company to perform an obligation Larder SIR Agreement,where such deBy: Se'.r.e_ e_cer-hve c's-;;delays,involves unicorns r-, -Ise and possible serious injury, interruption or%lure is caused,in whole or in part direcly or inaiectty,toy a Force Ua(eure dtd'. :• ::a+r •-. . _ .roJIT n_. ter airy circumstances be held Event A'Force itajettre Everett is a cord,o-, re.e'n mat s beyond the reasonable control ±espc---_ - _•-.: =_ :' personal Emergency Response of Company,whetter foreseeable orur"o-=_ e -:�_ing,witnoutfmitaion,acts of God; Sir,t:e_ ; .:. : _ _ -.:_ _ _=' , .'e"scrimssion natures or delays for arty severe weather(including but not ante: -- _, tornados,severe snowstorms or number of reascr= _. _ . :.:. •:_._ _-..e Company's control mat me actual time severe rainstorms),witareres,ODOM,es"-:.i!e= -__I ttisbabaricea,or Mier natural rewired for mepa:.d e'_ _ : _c: sr'tm_et me premises armor to t`arsport any disasters acts or Omiss ns of any g= _ _ :rr (vicaiding change of any person retuning medical ateemmcr .npredkaatte and hat many ccntrbutirg Sayers, applicable law dr. epidemic: _- __ __ °_ _ ..ruses,+egxaatnrl;.,epde quarantines,or drier rnclutttrg out not tinged to such trr__iste➢epndse network operation.Instance,weather, public health risks aldrerre:o,rse5 Ire•e- -_ -_ - lies,sock-outs,tabor disdain, road aria traffic corditomm,tram equipment function and human factors,nem wen impending an increase of 5%a more .- _ _ : : _.:=e 'xe3 for mateialss to be used on the author lies are Pith Ccmtiary,may affect response progect fires,exposvarrs cf .'-a=.s.__ _._ .; 73;r ci'I de-turbances,insurrection. 19. United Warranty COMPANY WARRANTS THAT ITS WORKMANSHIP AND mob worence,riots td -sr arse" _,: --.'eat of same),ads of MATERIAL, EXCLUDING MONITORING SERVICES. FURNISHED UNDER THIS serror'Sm,eiectical o::t e'---:'gas:�.r-e'•.::: _ :' - -:- :r_ :r telecarrionunicab0ns. AGREEMENT WILL BE FREE FROM DEFECTS FOR A PERIOD OF NINETY(90)DAYS compuer, neLrtyk, or ear.-:'_-r:. csrr ' :; _ _--_ :ata breach; opera/leas, FROM THE DATE OF FURNISHING. No warranty is provided for third-patty products rarsomwae unasatatkfe,_':":rage :a-a .-5:•u s - ,dies,or transportation,or any and equipment metalled M famished by Company.Such products and equipment are Omer cause or ca<_ua t, _ _ _ ___. _ ::,tic. of Company. If Companys provided with the third patty manufacturers wananty to the extent avartable, and performance of me s'r-•, =__: :. -.= a_ _ _•_.=--el bra Farce Nlaeure Even or its Company viral transfer the benefta,together with an limitations,of that manufacturers ,Mtalued effects, -- _ _ __ _ ___ __ e AEON ale Agreement warranty to Customer EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY WEqut Ianitig the g -• := _:' :s-. _ ._ ,ci in achieving one or mare d the srrieduea muestcr,t s set forth in the Agreement due to a Force Majeure Event of the Agreement signed try Customer legacy ands Customer and such fax copy is legally Company wih be enthed to extend the relevant;,ompeeon Oats by the amount of line that equivalent to the orgrai for any and all purposes,rcludirg legation. Company was delayed as a result d the Faroe ttaieure Event,pus felts additional erne as 37.Legal Face Ocroany shall be entitled to recover fern Customer all reasonable legal may Ce reasonably necessary to overcome the effect of me delay.To the extent that the fees incurred r correction with Company enforcing the terms and conditions of this Force MAaeure Event drectty cr ndirecdy increases Companys cost to perform the sen•ices Agreement. Custdner s obligated to reimburse company for such increased::arts,no-Axing,werput 3a.Lien Legislation.Notxvtnstanding anything to the contrary contained herein,the hears 'imitaticn. costs rcutred by Company for additional later. inve Gary storage, comedineC of tins Agreement shad be subject to the fen legisauon applicabe to me location where the shpong feem,maser and equipment renter fees, subcoreractor fees or other costs and wok wit be performed,and,in the event of conflict,me applicable ben eegmlaccc seat prevai. eioenses incurred by Company in connection vain the Force klajere Event 39.Privacy, A.Company as Processor Where Company factually acts as Processor of 26.Exclusions 'his Agreement expressy excludes, rAlhout Irritation;provision of fire Personal Data on behae cf Customer(as stair teams are doted in the CPA)the terms at ?atones,reloatrrg d,upgrading, and maintarartg computer software;matting repairs or 'se vejorrtsrmcodatxs.com,soa snail apply.B Company as Cont10Ner.Company wnl coaect repacemers necessitated by reason of negligence or misuse of components or equipment process and transfer certain personae data cf Customer and it;personnel related tc the or oranges Xi Customers premises;vandalises power♦aiure,current fluctuation,failure due ousiness relationship betitser t ants Ctr tourer (for exampe names. email adoresse x�non-JCI installation,lightning,electrical storm,or Cater severe weather water;accident telephone numbers;; as c:-:•toter and in accordance.ion Companys Privacy Notice at are;acts of nod;testing inspection and reps d duct detectors,beam defector.and L'1r'JR equipment pension of tire waltzes;clearing d ice blockage,dranng d enpreperty planed N tse'r :"�arc ace. Customer ably reguir ee company_ Privacy Notice -, to the _:._ cnseru � rrutndatorry requtred under applicable law. ping;batteries;recharging of cherrice suppression systems,reloading of.upgrading,and Cusp:-; ,arts tosucr coil=cuion,processing and transfer Tome extent consent to sure maintaining computer scat ae. corrosion (including but not limited to micrrrbactenalry _ scessrg and transfer by Company s mandatcriy required from Cir-aomer* induced corrosion('h.ffC•);cartridges greater than 16 grams;gas valve rtstaiaecrt;or any oer;orine'under appicable law,Customer warrants anti represents that t nas attained suer other cause external In the Covered 5ysem:5;.and JCI shall not be required to provide consent Service Mite interruption of service due to such causes spat COMM*.This Agreement does 40.Licence Information;Security System Customers):AL Alabama Ee then c Security rat cover and specificaly excludes system upgrades and the replacement of obsolete Boom d Licensure 7456 Vaughn Road,FMB 392,Montgomery,Alabama 35'16(334)264- systems,equipment components or harts Act such seances maj be Brooded by JCI at JCts 9358 AR Regulated by: A:tarsa Spied of Private Investigators and Pr vate Security sow d197eO01 at an eddelonal charge.if Emergency eer.ices are expresh J i?dluded m the Agencies,el State Poke Plaza C'-.= _ .'.=Rini(72209 15501;61a-8ECe.CA.C ::--parry Service Solution,the Agreement price does not include travel expenses o eratbrs are licensed and Bureau Cl Securityand Invesh des 27.Delays.Company small nave no responsible?o lrvoirity to Customer or any other person p .•� g� � DepaomentdConsumerAffars --.'=�<_-.o.CA568`.4 Uponcunpetipnof the r iantx for delays it the installation or repair bf the System or me performance of our Services of the alarm system,the alarm cc;dtor•:r ai tnoroaaghly instruct the purchaser r.:ne c'cider regardess of the reason,or for any re_-rrting consequences. use of me alarm system Failure py tree ucerrsee,without legal excuse, to substantially 28.Termination.Company may terminate Thb Agreement immediately at its=-ore discretion commence wart within 23 days worn me appropriate riate date specified in the agreement when upon the occurrence of wry Event d default as her=_'•tarter defined Company may also the wan rill begin is a violation of the Alarm Company'Act NY Licensed by me N.Y.5 terminate this Agreement at its sole discretion c_:- -price m Clitmner if Company's Department of the Slate.TX Texas Comrhssion on Primate Security,5845 N.Lamar 13+vd.. performance of to obligators under this Agree-ems- becomes impreescabte due to Austin, Tx 78752-4422, 512-424-7710. License numbers evaiabe at obsolescence of equpmerl at Customers premses: _-ovaitauitty d parts. •arra.johrceoncdntrds.00m or contact?cur local Janson Contra's ofnce. 29.No Option to Solicit.Customer shall not,dire:--;cr rdvectry,on es own behalf or or behalf of any other Berson,business,corporation or entity,soicit or employ any Company employee,or induce arry Company employee to leave Cr her employment with Company. for a period of two years after the termination of ins Agreement. 30. Default.An Event of default shall made (a) arry kw or partial termination of This Agreement by Customer before the expiaecn of the then-current Term. (b; failure of Customer to pay any amount wrier due and payable, (c) souse of the System of the Equipment(d)failure by Customer to coserve.keep or perform any terra of this Agreement (e)dssorution,termtriation,discontinuance,rsomency or bustrtess failure of Customer.Upon the occurrence of an Event of Default Company may pursue one Cr more d me following remedies,(i)discontinue fumisnng Servom.(i)br written notice It Customer declare the balance of unpaid amounts due and so become dole under this Agreement 10 be rnmeaxatety due and payable, iii;receme immediate possession of any equipment far wnixn Customer nos not paid.(n)proceed at We or equity to enforce perforrrance by Customer or recover damages for breach of this Agreement and(v;recover all costs and expenses,including without Imitation reasonasle attorneys'fees,it connection with enforcing or attempting to enforce Ms Agreement. 31.one-Year LimilatiOm on Actioae:Ceoice of Law.For Customers located in the United States,me Was of Wisconsin shall govern the validity,enforceability,and interpretation d sib Agreement without regard In corrects cv tea For Customers located in Canada.Ths agreement snap use governed by and be construed n accordance witn me laws of Ontario. The parties agree mat are;disputes arsirg under the Agreement snail be determined exclusively by me Ontario courts and that no action or legal proceedings of any name snap be tiled or commenced in any other cart p ertarweg to any dispute arising out of Or in relation to this Agreement The parties also Hereby wane any objection to the exclusive jurisdiction of the Ontario courts including any objection based on forum non corrvrerhers.No claim or cause Of action,whether ktawn en unkncen,shall be brought against Company more mar one year after the claim first arose. Except as provided for herein Companys„lairs mint also be brougrd within one year Claims for unpaid contract amounts are rot sue ct tours one-year imitation. 32.Aaeigernent Customer may net assign this Agreement without Company's prior arisen consent Company may assign(nos Agreement without obtaining Customer cement 33.Entire Agreement The parties intend the Agreement together with any attacrrrlerve or Riders(corecavely the'Agreement;to be the fret,complete and exadive expression oftheir Agreement and the terms and conditions thereof. The Agreement supersedes as prior representations,uruderstandrx}s or agreement*between the parties written or oral and shah ccnshsde the sole terms and conditions relating to the eervsCes ho ^.a.e• crsn;e Cr modification cf any-terms or conditions of this Agreement seal be txrdn : _ _ _iiess made n wring and signed by an Authorized Representative of Camper', 34. Neadiegc. The h eadngs n this Agreement are far convenience only. 35.Severabiity.If any provision of ens Agreement is nee by any coat or other competent authority to be void or tsrenfdoeabe in'eMle or an part this Agreement wit continue to be •raid as to the other provisions and the remainder d the affected proveior. 36. Electronic Media.C:stomer agrees that Company may scan,image or otherwse Convert this Agreement into an electronic format of any nature.Customer agrees that a copy of This Agreement{roared from srcn electronic formal is legally equmaleni to the brgral for any and all purposes,including itgadon.Customer agrees That Company's re alttt by fax CUSTOMER ACCEPTANCE In accepting this Agreement Cu*maagreesto the teens and condilonscos ibg those on the fovag page(s)of thsAetnent sect seyseathmensr riders attached hereto that contain additional tams and candtions It is understood that these lenrts and cortditions shall pima over anyvanafon n ternsand cordons CO any purchase order or other document that Customer may issue.Any dtatges regtrestedby Customer afta the euadion of this Agreenert shall be paid for bythe Custoner and such changes shall be authorized n wiling.ATTENI ON IS DIRECTED TOT HE L RIRATION OF L[ABILITY.WARRANTY.INDEMNIFY AND OTHER CONDITIONS CONTA N®N T HIS AGRE(P•EMf. Pricing is based upon the foaming bang and payment terms 1 faeces ea be dekr.ered va entail,payment due upon receipt,and nwioesare to be paid lea ACSi,EFT bards transfer.Johnson Contrds ACHEFT bank transfer details WI be forth coning upon contactual ayrrensnt. This offer shall be void if not accepted in writing within thirty 130)days from the date first set forth above To ensure tha JC I is compliant wit you rcomparry billing requirements.please provide the following infcirrnaion: PO is required to facilitate billing: ❑ NO:This signed contract satisfies requirement. YES: Please reference this PO Number. O �-?J ��"EU AR Invoices are accepted via e-mail: ❑ YES: E-mail address to be used: ❑ NO: Please submit invoices via mail. ❑ NO: Please submit via'. Page 1 of 3 '�; Purchase Order # 23 4403 City of Yakima 129 North 2nd Street Yakima,WA 98901 Email address:purch@yakimawa.gov PURCHASE ORDER NUMBER MUST APPEAR ON ALL PACKAGES, Vendor ID: 14107Vendor Email:tami.wais@jci.com PACKING SLIPS,INVOICES AND CORRESPONDENCE PO Date: 08/25/2023 Required Date: 08/25/2023 Johnson Controls Fire Protect Ship To: Yakima Air Terminal 4700 Exchange Court, Ste 300 2406 W Washington Ave Suite B Boca Raton FL 33431 Yakima WA 98903 FOB: Terms: Special Instructions: Subject: Trouble shooting sync issue with audio/visual fire alarm Attention: Line Qty Unit Description Unit Price Tax Total 1 4,378.300 EA Our Part Number: $1.00 0.00% $4,378.30 Quote Ref#2026354 Non-Taxable Subtotal $ 4,378.30 Taxable Subtotal $ 0.00 Taxes $ 0.00 Total $ 4,378.30 Purchasing Department Contact: Shelby Barrett Acceptance of this constitutes an agreement to make delivery OkikAikvik P4111- Christina Payer.Buyer 1 within specified time. Do not substitute unless authorized. (509)576 6696 authorized on behalf of City of Yakima Page 2 of 3 City of Yakima Purchase Order(PO)Terms and Conditions 1. CHANGES:No alteration in any of the terms,conditions,delivery,price,quality,quantities,or specifications of this order will be effective without written consent of the City. 2. ADD-ON:By mutual agreement,the quantity of items purchased may be increased within 12 months of the date of award.provided the original purchase price. terms,conditions,and specifications remain the same. 3. HANDLING:No charges will be allowed for handling which includes.hut is not limited to.packing wrapping,bags,containers,or reels,unless otherwise stated herein. 4. DELIVERY:For any exception to the delivery date as specified on this order,Vendor shall give prior notification and obtain written approval thereto from the City. With respect to delivery under this order,time is of the essence.and the order is subject to termination for failure to deliver as specified. The acceptance by the Purchaser of late performance with or without objection or reservation shall not waive this right to claim damage for such breach nor constitute a waiver of the requirement for the timely performance of any obligation retraining to be performed by Vendor. 5. MSDS:Material Safety Data Sheets to be included with shipments of any material requiring this documentation,per OSHA and WSHA regulations. 6. PAYMENT TERMS:Unless otherwise negotiated,the terms of payment shall be net 30 days from receipt of proper invoice. PO numbers must be noted on all invoices. 7. COMPLIANCE WITH APPLICABLE LAWS:Vendor shall comply with all applicable federal,state,local laws and regulations. Purchases that are funded by the Federal Transit Authority shall be in accordance with the Third Party Contracting Guidance found in FTA Circular 4220.1F,which is available at https:'r www.transit.dot.gov-regular ions-and-gu idanceltla-circa larsdhird-party-contracting-gu'dance 8. LICENSES:If applicable.successful vendor shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yak ima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any PO/contract. Inquiries as to fees,etc..should be made to the Office of Code Administration,telephone(509)575-6121. 9. PAYMENTS AND ASSIGNMENTS:Invoices will not be processed for payment until items invoiced are received. All payments to Vendor shall be remitted by mail,unless other arrangements have previously been made. Furthermore,the provisions of monies due under this contract shall only he assignable with prior written consent of the City. 10. SHIPPING INSTRUCTIONS'Unless otherwise specified,all goods are to he shipped prepaid,FOB Destination Where shipping addresses indicate room numbers and/or inside delivery,it will be up to the Vendor to make delivery to that location at no additional charge. Where specific authorization is granted to ship goods to FOB shipping point.Vendor agrees to prepay all shipping charges and route as instructed. It is also agreed that the Purchaser reserves the right to refuse COD shipments. 11. REJECTION' All goods or materials purchased herein are subject to approval by the Purchaser. Any rejection of goods or materials resulting because of nonconformity to the terms and specifications of this order,whether held by the Purchaser or returned will he at Vendor's risk and expense. 12. IDENTIFICATION:All invoices,packing lists,packages,shipping notices,and other written documents affecting this order shall contain the applicable PO number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this order,indicating the contents therein. 13. INFRINGEMENTS:Vendor agrees to protect and save harmless,the Purchaser against all claims,suits,or proceedings for patent,trademark,copyright,or franchise infringement arising from the purchases.installation,or use of goods and materials ordered and to assume all expenses and damages arising from such claims,suits,or proceedings, 14. WARRANTIES:Vendor represents and warrants that the goods are new,current,and fully warranted by the manufacturer. Delivered goods will comply with specifications and be free from defects in labor.material and manufacture. All UCC implied and expressed warranties are incorporated in this PO. Vendor shall transfer all warranties to the City. 15. CASH DISCOUNT:In the event that the Purchaser is entitled to a cash discount,the period of computations will commence on the date of delivery or receipt of a correctly completed invoice,whichever is later. If an adjustment in payment is necessary due to damage,the cash discount period shall commence on the date final approval for payment is authorized. !fa discount is made part of the contract but the in s oiee does not reflect the existence ofa cash discount,Purchaser is entitled to a cash discount with the period commencing on the date it is determined by Purchaser that a cash discount applies. 16. TAXES:Unless otherwise indicated,the Purchaser agrees to pay all State of Washington sales or use tax. No charge by Vendor shall he made for Federal excise taxes,and the Purchaser agrees to furnish Vendor.upon acceptance of articles supplies under this order.with an exemption certificate. 17. LIENS,CLAIMS,AND F\CI MBR.ANCFS•Vendor wan-ants and represents that all the goods and materials ordered herein are free and clear of all liens, claims,or encumbrances of any kind IS. RISK OF LOSS:Regardless of FOB Point,Vendor agrees to bear all risks of loss,injury,or destruction of goods and materials ordered herein which occur prior to delivery Such loss,injury.or destruction shall not release Vendor from any obligation hereunder 19. HOLD HARMLESS:Vendor shall indemnify.defend and hold harmless the City and its agencies,their divisions,officers,employees,and agents,from all claims,suits or actions of any nature arising out of or related to the activities of Vendor,its officers,subcontractors,agents or employees under this PO contract 20. FORCE M.AJEURE: Vendor will not be responsible for delays in delivery due to acts of(rod,tire,strikes,epidemics.war,riot,delay in transportation or railcar transport shortages,provided vendor notifies the Purchasing Manager immediately in writing of such pending or actual delay. Normally.in the event or any such delays(acts or God,etc.)the date of delivery V.111 be extended for a period equal to the time lost due to the reason for delay 21. TERMINATION: (i)The parties may terminate this PO by mutual agreement. 1uYfhr City may terminate this PO at any time with written notice to Vendor. Upon receipt of the written notice.Vendor shall stop performance.and City shall pay Vcudui fat goods deliycied and accepted. Uii(The City may terminate this PO at any tune it Agency fails to receive funding.appropriations,or other expenditure authority. (iv)I f Vendor breaches any PO provision or is declared insolvent,the City may terminate this PO for cause with written notice to Vendor,and Vendor shall be liable for all incidental and consequential damages resulting from its breach.including all damages as provided in the UC'C. 22. PUBLIC DISCLOSURE:PO and all contents and attachments shall be deemed a public record as defined in RCW 42.56"Public Records." City PO Terms and Conditions 10 2020 Page 3 of 3 23. NONDISCRIMINATION:During the performance of this contract,the Vendor agrees as follows: The Vendor shall not discriminate against any person on the grounds of race,creed,color,religion,national origin,sex,age,marital status,sexual orientation. pregnancy,veteran's status,political affiliation or belief,or the presence of any sensory,mental or physical handicap in violation of the Washington State Law Against Discrimination(RCW chapter 49.60)or the Americans with Disabilities Act(42 USC 12101 et seq.). In the event of the Vendor's noncompliance with the non-discrimination clause of this contract or with any such rules,regulations,or orders,this contract may be cancelled,terminated,or suspended in whole or in part and the Vendor may be declared ineligible for any future City contracts. 24. ANTI-TRUST:Vendor and the Purchaser recognize that in actual economic practice,overcharges resulting from anti-trust violations are in fact borne by the Purchaser,therefore,Vendor hereby assigns to the Purchaser any and all claims for such overcharges. 25. DEFAULT:The Vendor covenants and agrees that in the event suit is instituted by the Purchaser for any default on the part of the Vendor and the Vendor is adjudged by a court of competent jurisdiction to be in default,he shall pay to the Purchaser all costs,expenses expended or incurred by the Purchaser in connection therewith,and reasonable attorneys'fees. 26. SEVERABILITV:If a court of competent jurisdiction declares any provision of the PO to be invalid,the other provisions and the rights and obligations of the parties remain in effect. 27. ACCEPTANCE: This order expressly limits acceptance to the terms and conditions stated herein. All additional or different terms proposed by Vendor are objected to and hereby rejected,unless otherwise provided in writing by the City. 28. INSURANCE: For all public work and improvement projects,including maintenance projects,and upon request by the ordering department.the following insurance requirements apply: Indemnity/Contractor's Liability Insurance. (A) The Service Provider agrees to indemnify and save harmless the City,its officers,agents and employees against and from any and all actions, suits,claims,demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons,or damages to property arising out of.result from or occurring in connection with the performance or any service hereunder. (B) The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. (C) Contractors Liability Insurance: The contractor shall obtain and maintain in full force and effect during the term of the contract,commercial general liability coverage with insurance carriers admitted to do business in the State of Washington. The insurance companies must carry a Best's Rating of A-VII or better. At all times during the life of this contract,Contractor agrees to maintain,on a primary and non-contributory basis and at its sole expense,the insurance coverages,limits,and endorsements noted below. All such insurance shall not be subject to any deductible or self-insured retention(SIR). There shall be no cancellation,material change,reduction in limits or intent not to renew the insurance coverage(s)without 30 days written notice from the contractor or its insurer(s)to City of Yakima.The requirements contained herein,as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The policies will be written on an occurrence basis,subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: S2,000,000 Per Occurrence $2,000,000 Annual Aggregate Auto Liability: Combined Single Limit $2,000,000 Per Occurrence The City of Yakima,its agents,employees.authorized volunteers;elected and appointed officials are included as Primary/Non-Contributory additional insured. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and City of Yakima shall be named as an additional insured for such higher limits. The Contractors'insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this agreement. Any insurance,self- insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and shall not contribute to it. The contractor will provide a Certificate of Insurance to the City as evidence of coverage. A copy of the additional insured endorsement attached to the policy will he included with the certificate. This Certificate of insurance shall be provided to the Purchasing Manager,prior to commencement of this work. If at any time during the life of the contract or any extension,the contractor fails to maintain the required insurance in full force and effect,all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the contract. The contractor shall also maintain workers compensation through the State of Washington. (D) Contractor's Waiver of Employer's Immunity under Title 51 RCW. Contractor intends that its indemnification,defense,and hold harmless obligations set forth above in section A.shall operate with full effect regardless of any provision to the contrary in Title 51 RCW,Washington's Industrial Insurance Act. Accordingly,to the extent necessary to fully satisfy the Contractor's indemnification,defense,and hold harmless obligations set forth above in section A,Contractor specifically waives any immunity granted under Title 51 RCW,and specifically assumes all potential liability for actions brought by employees of the Contractor against the City and its officers,employees,agents,and volunteers. The parties have mutually negotiated this waiver. Contractor shall similarly require that its subcontractors,and anyone directly or indirectly employed or hired by Contractor,and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement to comply with the terms of this paragraph,waive any immunity granted under Title 51 RCW,and assume all potential liability for actions brought their respective employees.The provisions of this section shall survive the expiration or termination of this Agreement. (E) Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City,its officers, officials,employees,and volunteers,the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. 29. FEDERAL SUSPENSION AND DEBARMENT: The contractor certifies,that neither it nor its"principals"(as defined in 49 CFR.29.105(p)is presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal department or agency. City PO Terms and Conditions 10/2020