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COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO.
0069-MANCHESTER, 106921287 1-68XN1G1
NH
DATE: 8/17/2021
Johnson Controls Security Solutions LLC (“Johnson Nashua Transit Admin
Controls”) dibia:
Christopher Lowe (‘Customer’)
35 Progress Avenue, Customer Billing Information Customer Premises Serviced
Nashua, NH 03062 229 Main St, 11 Riverside St,
Tele. No. Nashua, NH 03060 Nashua, NH 03062
Attn: Attn: Nick Miseirvitch
Tele. No. Tele. No. (603) 821-2034
This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC (“Johnson Controls”) effective as of the date signed by Customer. By entering
into this Agreement, Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement. The Equipment and/or Services, collectively the System(s)
covered under this Agreement is/are listed in the attached Schedule(s) of Protection / Scope of Work (“SOW”).
|. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE:
(a) | Hazardous Substance Checklist and Customer Letter (e) State Specific Forms, if applicable (e.g., local permit applications)
(b) Scope of Work / Schedule(s) of Protection (f} Customer Installation Acceptance Form (specific to Equipment/Services purchased)
(c) Terms and Conditions (g) If multiple locations, see attached schedule
(d) Additional Terms and Conditions
ll. CHARGES AND FEES; TAXES:
a. Equipment Installation. Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Work/Schedule of Protection plus applicable “Fees’ and
“Taxes” as defined below (‘Installation Charge’). Upon acceptance of this Agreement, Customer will pay to Johnson Controls the Installation Deposit Amount set forth in the Scope of Work/Schedule
of Protection. Johnson Controls may invoice Customer for progress billings based upon Equipment and/or System components delivered or stored, and/or Services performed before completion of
the System/Equipment installation, activation of the System, connection to the CMC, or any other Service(s). All outstanding Installation Charges and/or Fees shall be due and payable upon
completion of the installation of the Equipment/System and as a precondition to activation of System and, if applicable, connection to Johnson Controls Central Monitoring Center (“CMC”) or any
other Service(s). Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must be agreed to by Johnson Controls and Customer in
writing and may be subject to additional charges, fees and/or taxes. Any equipment ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and
may be subject to shipping, handling, and/or restocking fees. Until Customer has paid Johnson Controls the Installation Charge and Fees, and Taxes in full, Customer grants to Johnson Controls a
security interest in the Equipment and all the proceeds thereof to secure such payment.
b. Services. Customer agrees to pay Service Charges per annum set forth in the Scope of Work/Schedule of Protection (the “Annual Service Charges”), payable in advance on a(n) Quarterly basis
plus applicable Taxes for 5 year(s) (the “Initial Term’) effective from the date such Service is operative under this Agreement. After the Initial Term this Agreement shall automatically renew on a/an
Annual basis. Johnson Controls will provide Customer with notice of any adjustments in the Charges, Fees and/or Taxes applicable to the renewal period no later than forty-five (45) days prior to the
commencement of the renewal period. Unless terminated by either party upon written notice at least thirty (30) days prior to the anniversary date, the adjusted Charges, Fees and/or Taxes will be the
Charges, Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to increase Annual Service Charge(s) after one (1) year and may increase prices upon notice to Customer
to reflect increases in material and labor costs. For termination prior to the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s) rendered
prior to termination 90% of the Annual Service Charge(s) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty.
c. Other Charges. Customer agrees to pay any assessments, taxes, fees or charges imposed by any governmental body, telephone, communication, or signal transmission company such as false
alarm, permitting or connection fees, or administration fees or service charges assessed by Johnson Controls related to AHJ requirements and/or changes to applicable laws, the need to reprogram
alarm controls/devices to comply with area code, signal transmission, numbering or other changes relating to the installed Equipment and/or Service(s) provided under this Agreement ( “Fees”.
Customer is solely responsible to pay all applicable sales, use and/or similar taxes imposed by any taxing or governmental authority on the Equipment, System and/or Services provided hereunder
(‘Taxes’) unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate,
Customer shall remain liable for the payment of any such Taxes until paid in full.
d. Invoicing. Invoices are due upon receipt unless otherwise specified on the invoice. Disputed invoices must be identified in writing within twenty-one (21) days of the date of invoice. Payment of
any disputed amounts is due and payable upon resolution. Payment is a condition precedent to Johnson Controls’ obligation to perform Services under this Agreement. Charges for Equipment and
material covered by this Agreement do not include any amounts for changes in tariffs, duties or other similar charges imposed and/or enacted.
Il. | ENTIRE AGREEMENT; CUSTOMER ACCEPTANCE: This Agreement, together with all of its written Amendments, Riders, Scope of Work and/or Exhibits, constitutes the entire agreement
between the Customer and Johnson Controls relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings. The terms and
conditions of this Agreement will prevail over any conflicting, inconsistent or additional terms and/or conditions contained in any purchase order, agreement, or other document issued by Customer. In
signing this Agreement, Customer is not relying on any advice, advertisements, or oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained in all the
pages of the Agreement. Customer agrees that any representation, promise, condition, inducement or warranty, express or implied, not included in this Agreement will not be binding upon Johnson
Controls, and that the terms and conditions in this Agreement apply as printed without alteration or qualification, except as specifically modified by a written agreement signed by Johnson Controls
and Customer. Any changes in the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in additional cost to the Customer and any
such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customer's failure to accept and sign this Agreement within ninety (90) days of the date
shown above may result in price increases. Customer acknowledges that: (a) Johnson Controls has explained the full range of protection, equipment, and services available to Customer; (b)
additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Customer; (c) Customer desires and has contracted for
only the Equipment and/or Service(s) itemized in this Agreement;
