Board Of Aldermen - Agenda - 9/14/2021 - P84
| marketers. If this Agreement provides for a direct connection toa municipal police or fire department or other organization, then that department or other organization may also invoke the 4
provisions of this Section E against any claims due to any failure of such deparment or organization. Johnson Controls and its suppliers are not responsible for the preservation of any
computer programs or data and Customer is responsible for maintaining adequate back-ups.
/F, Other Charges; Remedies; Termination. 1. There may be a service charge to Customer for cancelled installation/service appointments it Customer cancels less than 24-hours prior to
dispatch, of if Johnson Controls’ representative is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Customer's operation
contrary to instructions, failure to close or properly secure a window, door or other protected point, or improper adjustment of monitors or accessory components, 2.Failure to pay amounts |
when due is a material breach of this Agreement and shall give Johnson Controls, in addition to any other available remedies, the right to stop performing any Services and/or withhold
further defvery of Equipment and other materials, terminate or suspend any software licenses, and/or tenninate this Agreement and to charge interest on the amounts thatremain unpaid
more than thirty (30) days past the due date specified in the invoice(s) at a rate equal lo the lesser of 1.5% per month or the maximum rate permitted under applicable law, unt! paymentis |
made in full. . Customer agrees to pay all costs, expenses and fees of Johnsen Controls’ enforcement of this Agreement, including collection expenses, court costs, and attomeys’ fees. In |
| the event of Customers default, the balance of any outstanding amounts will be immediately due and payable, Installation Charge(s) are based on Johnson Controls performing the
installation with its own personnel. If for any reason installation must be performed by outside contractors, Installation Charge(s) may be subject to revision. 3.[n addition to any other
remedies available to Johnson Controls, Johnson Controls may terminate this Agreement and discontinue any Service(s) if (a) Johnson Controls' CMC is substantially damaged by fire or
catastrophe or if Johnson Controls is unable te obtain any connections or privileges required to tansmit signals between the Customer's premises, Johnson Controls’ CMC or the Municipal
| Fire or Police Department or other first responder; (b) Customer fails to follaw Johnson Controls’ recommendations for the repair or replacement of defective parts of the System not
| covered under the Warranty or QSP Service; (c) Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or System
malfunction; (d) in Johnson Controls’ sole opinion, the premises in which the System is installed are unsafe, unsuitable, or so modified or altered after installation as to render continuation
of Service{s} impractical or impossible; (e) Johnson Controls is unable to obtain or continue to support lechnologies, TeleCom Services, Communication Facilities, Equipment or component
parts thereof that are discontinued, become obsolete or are otherwise not commercially available; or (f} Customer fails to make payments when due or otherwise breaches this Agreement,
Johnson Controls will not be liable for any damages or subject to any penally as a result of any such termination.
| G. Hazardous Materials, For all projects except those involving new construction, Customer represents and warrants that to the best of Customer's knowledge the work site is free of any
hazardous materials. The term "hazardous materials” includes but is not be limited to asbestos, asbestos-containing material, polychlorinated biphenyl ("PCB"), formaldehyde or other
potentially toxic or otherwise hazardous material. If any such substance is discovered on the work site, Johnson Controls will not be required to install or service the Equipment at such site
unless and until Customer certifies the removal or safe containment of such hazardous materials. Customer shall indemnify, defend, and hold Johnson Controls, its officers, directors,
agents, and vendors harmless from any damages, claims, injuries, liabilities resulting from the exposure of Johnson Controls’ employees, contractors, or subcontractors to hazardous
materials at the work site; provided, however, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by
Johnson Controls.
|H, Waivers. 1.Waiver of Jury Trial. CUSTOMER AND JOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING CUT
| OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT. 2,.Mutual SAFETY Act Waiver. Certain of Johnson Controls’ systems and services have received
' Certification andior Designation as Qualified Anti-Terrorism Technologies (“QATT") under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444
(the “SAFETY Act’). As required under 6 C.F.R. 25.5 fe), to the maximum extent pemnitted by law, Johnson Controls and Customer hereby agree to waive their right to make any claims
against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an “Act of Terrorism”
as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or recovery from such Act of Terrorism.
|. Miscellaneous. 1.Enforceability. If any of the provisions of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2.Paragraph and Section Headings; Captions; Counterparts. The headings and captions contained in this Agreement are inserted for convenience or reference only, and are not to be
deemed part of or to be used in construing this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
| Separate counterparts shall together constitute but one and the same agreement. 3. FARs, Johnson Controls supplies “commercial items” within the meaning of the Federal Acquisition
| Regulation (FAR), 48 CFR Parts 1-53. As to any customer order for a U.S, goverment contract or funded directly or indirectly with Federal funds, Johnson Controls will comply only with the
following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concems, Equal Opportunity, Affirmative Action, and Veterans Employment:
§2.219-8; §2.222-26; §2.222-35; §2.222-36; and 52.222-37, 4, Export Cenirol, Customer shall not export or re-export, directly or indirectly, any: (i) product or service provided under this
| Agreement, (ii) technical data; (ii) software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government {or any agency thereof)
fequires an export license or other approval without first oblaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other foreign jurisdictions,
| Inctuding the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, al its own
| expense, defend, indemnify and save Johnson Controls harmless from and against all third party claims, liability, loss or damage (Including attomeys' fees and other defense costs),
| assessed against or suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customer with this Section, The obligations contained in this Section shall
survive the termination or expiration of this Agreeme
