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iS TEPHENS: MARQUIS

hl

i
HSA SSOCIATES, INC.

August 4, 2020

Jonathan Ibarra via:lbarraJ @nashuanh.gov
Superintendent of Streets

City of Nashua-Division of Public Works
9 Stadium Drive
Nashua, NH 03062

Re: AST Painting Proposal

Dear Jon,

Thank you for the opportunity to provide a proposal for the painting of the two Aboveground
Storage Tanks, located at 9 Stadium Drive.

Stephens Marquis Associates will perform the work for a total cost of $22,299. A break down of
the work to be completed is below.

Power Wash $1,113
Scrape and Prep $1,500
Paint $18,731
Decals $955
Total $22,299

If you have any questions, please do not hesitate to contact me.

Respectfully,

Dennis H. Stephens

President

717 DANIEL WEBSTER HWY, MERRIMACK, NH 03054
(603) 424-2555 « www.stephensmarquis.com

GENERAL CONTRACTOR « CONSTRUCTION MANAGEMENT » FACILITY MAINTENANCE

City of Nashua Central Purchasing Department
ADMINISTRATIVE SERVICES DIVISION

Request to Include on Finance Committee Agenda _] Request to Solicit Bid or Proposal
Date of Request: August 24, 2020
Proposed Finance Meeting Date: September 2, 2020

Project or Item Title: Design Build Fuel Island Project - Change Order #1
Amount: $22,299

Lawson RQ#

Or Lawson

POF if

Change 156362

Order

Funding Description: Fuel Depot Rehabilitation.

Accounting (Finance Committee): _ 61.1001 81100 2075.61.19.30 54210
Acctg Unit Acct Sub Acct Activity Acct Category

Requesting Department:

(J Information Technology [| Police Department

[_] Engineering . (] Fire Rescue

Streets [_] Community Development

C] Traffic ] Public Health

_] Park Recreation C Financial Services

[_] Wastewater ("] Administrative Services

[] Solid Waste [) Other

(J Library

Has Legal reviewed this request? If no, please explain in Other comments: Yes [J No

Has Risk reviewed this item? If no, please explain in Other comments: Yes L] No

Are CDBG Funds being used for this item? [] Yes L] No

Is this a time sensitive project? [] Yes [] No

For Solicit Bid — is a list of bidders attached? (] Yes [] No

Has this item been budgeted in the CERF fund? L1 Yes L] No

Other comments: Standard City Change Order Template will be executed

Attach supporting documents (bid document, bid tabulation, contract, etc.)

Approval XS.
Requester: . Division Director: A

CFO (or designee): Date:

Director — Admin Services: Date:

Note: This form will be returned unless fully completed.

To:

From:

Re:

A. Motion:

Attachment:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: August 27, 2020

Jon Ibarra, Superintendent
Street Department

Change Order #2 to the design build fuel island project at the Street Department

To approve Change Order #2 to the contract with Stephens-Marquis Associates,
Inc. of Merrimack, NH in the amount of $22,299 for the painting of the two fuel
storage tanks located at the Street Department. Funding will be through
Department: 161 Street; Funds: General and Escrow; Activity: Fuel Depot
Rehabilitation.

Quote

During the inspection process of the two fuel storage tanks it was determined that
they needed to be painted. Stephens-Marquis is currently working under contract
to complete the fuel island project and is able to paint the tanks while they are
performing the fuel island and tank upgrade work.

johnson Wt IAQ 0A AA

Controls

COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO.
0069-MANCHESTER, 1-5FC74AN
NH
DATE: 8/25/2020
Johnson Controls Security Solutions LLC (“Johnson City of Nashua, Streets Department
Controls”) dibia:
Christopher Lowe (‘Customer’)
35 Progress Avenue, Customer Billing Information Customer Premises Serviced
Nashua, NH 03062 9 Stadium Dr, 9 Stadium Dr,
Tele. No. Nashua, NH 03062 Nashua, NH 03062
Attn: Attn: Nick Miseirvitch
Tele. No. Tele. No. (603) 589-3305

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

I CHARGES AND FEES; TAXES: 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 charge deposit (“Installation Charge Deposit),
if any, 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 the 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. For the Service(s) provided as indicated in this
Agreement, 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 Quarterly
plus applicable Taxes for 5 year(s) (the “Initial Term’) effective from the date such Service is operative under this Agreement. 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 proceeds thereof to secure such payment. 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 fo 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.
Additionally, 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. Invoices are payable on or before the payment due date specified in 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. All other amounts remain due as specified in the invoice. 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; (d) the Equipment/Service(s) specified in this Agreement are for Customer’s own use and not for the benefit of any third party; (e)
Customer owns the premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in the premises; and (f} Customer will comply with
all laws, codes and regulations pertaining to the use of the Equipment/Service(s).

ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED “TERMS AND CONDITIONS” AND
“ADDITIONAL TERMS AND CONDITIONS”. THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY
EQUIPMENT/SERVICES MAY BE PROVIDED. IF APPROVAL IS DENIED, THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL
BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE.

[Signature Follow on Next Page]

e-Form 8880UE01 (09/2019) Page 1 of 9
© 2019 Johnson Controls. All Rights Reserved

22.

23.

24.

Independent Contractor expressly and indefinitely waives all of its rights to bring, including but
not limited to, by way of complaint, interpleader, intervention, or any third party practice, any
claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees,
in either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Independent Contractor
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material
prepared by or supplied to Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any patent.

Independent Contractor shall have the right, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written
list of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor shall promptly complete the work and the final acceptance procedure
shall be repeated. The date of final acceptance of a project by the City of Nashua shall be the
date upon which the Board of Puble-WerksLibrary Trustees or other designated official accepts
and approves the notice of completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

GC 11 of 13

Johnson Wi

Controls
COMMERCIAL SALES AGREEMENT

IF MAINTENANCE SERVICE IS DECLINED, CUSTOMER MUST INITIAL
HERE

JOHNSON CONTROLS SECURITY SOLUTIONS LLC

Chustopher D. Lowe
Presented by:

(Signature of Johnson Controls Sales Representative)

Sales Agent: Christopher Lowe
Sales Representative Registration Number (if applicable):

SB & S oO wu = oO a

TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO.
0069-MANCHESTER, 1-5FC74AN
NH

IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED, CUSTOMER MUST INITIAL
HERE

CUSTOMER:

Accepted By:

(Signature of Customer’s Authorized Representative)

(Name Printed)

Title:

Date Signed:

[Remainder of Page Left Intentionally Blank]

e-Form 8880UE01 (09/2019)

Page 2 of 9
© 2019 Johnson Controls. All Rights Reserved

Johnson Wi

Controls

COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO.
0069-MANCHESTER, 1-5FC74AN
NH

SCOPE OF WORK / SCHEDULE OF PROTECTION

IV. SCOPE OF WORK / SCHEDULE OF PROTECTION (“SOW”): Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s), collectively, the System,
on the terms and conditions set out in this Agreement.

A. Ownership of System and/or Equipment: Direct Sale (equipment to become property of the Customer upon payment of Installation Charges and Fees in full).

B. Services to be Provided (“Services”)

Alarm monitoring and Notification Services: No Service Selected
Video Surveillance Services: No Service Selected
Managed Access Control Services: No Service Selected
Video Equipment: Closed Circuit Television PROVIDED
Maintenance Service Plan; Preventive Maintenance/Inspection: No Service Selected
Additional Services: No Service Selected

C. — Equipment to be Installed (“Equipment”): Johnson Controls will install, or cause to be installed, the Equipment (or equivalent), as set forth in this SOW in Customer's designated facility(ies).
As used herein, ‘installation’ means: (i) affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies) as are designated by Customer, (ii) providing
and pulling cables/wires required to connect the Equipment to Customer's Communications Facilities and making such connections; (iii), in the case of a Digital Communicator installation,
mount Equipment and plug into RJ31X phone jack previously installed by Customer; (iv) in the case of radio installation, mount radio Equipment and program Equipment with number furnished
by Customer; (v) providing and installing software/firmware required by the Equipment; (vi) performing testing as required to establish that the Johnson Controls Equipment is connected, is
functioning according to its specifications, and is communicating over Customer's Communications Facilities; and (vii) providing user-level training to Customer's designated representative in
the use of such Equipment.

Qty | Product Name Location

ILLUSTRA FLEX 8MP MINI-DOME, 3.4-9MM, OUTDOOR, VANDAL, CLEAR, WHITE, TDN WAR,
T

4 | Mount, wall arm, for NV LookOut, no plate, use w/ ADLOMA

4

4 | illustra 600/610 Dome pendant cap Indoor white

M7016 Video Encoder, 16 Channel, Power Supply, Simultaneous H.264, Motion JPEG Streams,
HQ Video

8 | EXACQ Vision Camera License

D. CHARGES AND ESTIMATED TAX:

1. Installation Charge:

Installation Charge Amount $10,270.00
* Estimated Tax(es): $0.00
TOTAL INSTALLATION CHARGE: $10,270.00
Installation Deposit Amount: $0.00

2. Annual Service Charge:

Annual Service Charge Amount: $0.00
* Estimated Tax(es): $0.00
TOTAL ANNUAL SERVICE CHARGE: $0.00

* Tax value shown is estimated and may differ from the actual tax value that will be on the invoice.

E. Scope of Work: This Section is intended for installation use only. Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and
of no effect.

Contact Information: Nick Miseirvitch, 60598-8304, Miseirvitchn@nashuanh.gov

System Operation: Currently the Streets Department has a 6 analog camera system. The customer is looking to replace 1 of the analog cameras with and IP camera and add an additional 3 IP
cameras to the system. Customer is providing an Exacqvision server and is looking for us to integrate the existing analog and new IP cameras. The customer will provide PoE network ports for the
IP cameras in both buildings. The Streets Department consists of 2 buildings, the larger brick building and the smaller metal building. We will be mounting cameras on both. tiWe will be installing
the following:14 Illustra flex 8mp minidome outdoor cameras (On the larger building, replace the pelco box camera located on the NE corner of the garage and mount new camera on the SW corner of
the garage facing the sand barn and metal building. On the smaller metal building mount one camera facing the West side garage bay on large building and mount a second camera facing the north
side parking an \"materials\" storage),l4 Gooseneck and pendant mounts for each IP cameral1 16 port Axis video Encoder (in server room located in larger building's office area)I8 IP camera
licensesiback boxes and other mounting hardware as needediConduit as neededJICameras mounted on the metal building will wired to customer existing PoE network infrastructure in that building.
On the brick building, the "sand barn\" camera will be cabled straight back to small office in the garage that will has a PoE switch, the Pelco box camera replacement camera will be wired back to the
server room PoE switch. A scissor lift has been included for these wire runs.0Contingency:IAn installation of this type can uncover unforeseen problems that may require additional materials and

e-Form 8880UE01 (09/2019) Page 3 of 9
© 2019 Johnson Controls. All Rights Reserved

labor costs. In this event, a change order will be prepared to add these additional costs to the original job and will require customer's signature.1

Programming Info: 30 day archive, motion activated recording, 15 FPS, highest compression available.

Site Conditions: The Streets Department for Nashua occupies 2 buildings. The larger has a brick facade and the smaller is a metal building.

Existing Equipment: Customer will provide Exacq VMS server with monitor, PoE switch ports, and 5 analog cameras. The MAC address for the server is:

Customer Expectations: None

Training Expectations: None

General Comments: None

Customer Responsibilities / Johnson Controls Exclusions: 1. Provide access to all facilities M-F, 8am-5pmi2. IT and facility staff available for network and facility integrationI3. Power outlet for
encoderl4. PoE network ports for all 4 IP camerasi5. Exacq VMS server

Documentation Needs: None

Contract Notes -

e-Form 8880UE01 (09/2019) Page 4 of 9
© 2019 Johnson Controls. All Rights Reserved

TERMS AND CONDITIONS
TERMS AND CONDITIONS
V.Customer and Johnson Controls agree as follows:
A. Services.
A.1.Central Station Signal Receiving and Notification (Alarm Monitoring) Services. Intentionally left blank - Services have not been purchased.
A.2.Communication Facilities. Intentionally left blank — Alarm Monitoring Services have not been purchased.
A3.1 Basic Maintenance Service Plan. Intentionally left blank - Services have not been purchased.
A3.2 Advanced Maintenance Service Plan. Intentionally left blank - Services have not been purchased.
A3.3 Precision Maintenance Service Plan. Intentionally left blank - Services have not been purchased.
A4. Testing/Inspections Service (“T/l’}. Intentionally left blank - Services have not been purchased.
A5.Investigator Response Service. Intentionally left blank - Services have not been purchased.
A&. Select View Managed Video Services/Interactive Video Monitoring Services. Intentionally left blank - Services have not been purchased.
A&.1.Video/Audio Alarm Verification Service/Video Verification. Intentionally left blank - Services have not been purchased.
A&.2.Video Guard Tour. Intentionally left blank - Services have not been purchased.
A&.3.Video Escort. Intentionally left blank - Services have not been purchased.
A&.4.Video Assist. Intentionally left blank - Services have not been purchased.
A6.5.Video Audit. Intentionally left blank - Services have not been purchased.
A&.6.Outdoor Interactive Video Monitoring Services. Intentionally left blank - Services have not been purchased.
A&.7. Managed Video Portal. Intentionally left blank - Services have not been purchased.
A6.8.Unattended Delivery — Alarm Based Video Monitoring. Intentionally left blank - Services have not been purchased.
A&6.9.Unattended Delivery — Live Video Monitoring of Process - Intentionally left blank - Services have not been purchased.
AQ. Vision/Vision with Auditing. Intentionally left blank - Service is no longer offered.
A.10. Hosted Access. Intentionally left blank - Services have not been purchased.
A.11. Data Hosting/Storage Services. Intentionally left blank - Services have not been purchased.
A.12. Data Hosting/Storage Services Encrypted. Intentionally left blank - Services have not been purchased.
A.13. Mobile Security Management (“MSM’) Services. Intentionally left blank - Services have not been purchased.
A.13. Mobile Security Management (“MSM’) Services. Intentionally left blank - Services have not been purchased.

A.14. Software Support Services. If Software Support Services (“SSS”) are purchased they will be provided on licensed software titles expressly identified in this agreement, (the “Covered
Software’). Support Conditions. SSS for Covered Software are subject to the following conditions (“Support Conditions’): (a) Johnson Controls’ receipt of the Software Support Fee; (b) the
Covered Software is not modified from its standard form originally licensed by the software owner/licensor (“Licensor’}; (c) Customer’s use of Covered Software is in accordance with the
end user license agreement (“EULA”) between Customer and Licensor; if applicable; (d) Customer provides Johnson Controls (and/or its authorized representatives) with and when
necessary (1) any information and/or documentation required to recreate the problem, defect, or non-conformity (individually/collectively, a “Problem’}, (2) log in privileges for remote trouble
shooting, (3) TCP/IP Ethernet network addresses, and (4) access to Customer's network, servers and/or hardware; and (e) the processor, operating system and associated system
software, and other interdependent or reliant software are operating properly. Exclusions. Johnson Controls will not provide SSS when a Problem is caused by (a) relocation, movement,
improper operation, neglect or misuse of the Covered Software or associated Equipment/System; (b) Customer's failure to maintain proper site or environmental conditions; (c) any attempts
at configuration, repairs, support, or modifications to the Covered Software not performed by a Johnson Controls authorized representative; (d) discontinued systems or software; (e)
casualty, act of God, the unauthorized acts of third parties; (f failure or interruption of electrical power, telephone or communication line or like cause, or (g) any other cause external to the
Covered Software. Problem Resolution. Johnson Controls will provide Customer with email and telephone support on the Covered Software. Johnson Controls then will use reasonable
commercial efforts to resolve and correct the Problem within forty-eight (48) hours. Problem resolution and correction may be provided at Johnson Controls’ discretion as a software fix or
workaround. Johnson Controls will periodically advise Customer on Johnson Controls progress in diagnosing and/or correcting the reported Problem. Customer acknowledges that Johnson
Controls may be unable to resolve Problem due to (a) Johnson Controls inability to recreate, locate or identify the Problem; (b) issues related to Customer's system hardware, network or
Internet connectivity issues; or (3) issues for which the Original Equipment Manufacturer (“OEM”) and/or Licensor (collectively, also referred to as an “Johnson Controls Supplier’) has not
provided a resolution or workaround. If Johnson Controls is unable to resolve or correct a Problem, Johnson Controls will notify Customer and provide underlying information as available.
Notwithstanding anything to the contrary herein, Johnson Controls makes no warranties that its efforts will be successful in diagnosing, resolving, or correcting any Problem. Software
Updates. Customer understands that the SSS provides access to updates and upgrades but do not include the provision of software update or upgrade services unless purchased. If
software upgrades are required to correct a Problem, such software upgrades will be provided, at Customer's request, on a time and materials basis at Johnson Controls’ then-current
hourly rates as such upgrades become available from the Johnson Controls Supplier. On Site Engineer Support Services. If Johnson Controls determines that on-site engineer support
services (“ESS”) are necessary to correct a Problem, Johnson Controls will provide ESS on a time and materials basis at Johnson Controls’ then current ESS rates plus any related travel or
other expenses. Such ESS may include on-site software installation assistance, training, or Problem diagnosis, resolution, and/or correction. Return of Defective Media. Customer may
return any defective media directly to Johnson Controls using a Johnson Controls furnished return authorization number. Fee for Reinstatement. Customer may incur reinstatement charges
(‘Reinstatement Fee”) at Johnson Controls then current rates, if it allows SSS to lapse and later requests reinstatement within one year from the time the SSS lapses. Limitation of Liability.
Notwithstanding anything in the Agreement to the contrary, Customer acknowledges and agrees that neither Johnson Controls nor its Supplier will be responsible for Problems caused by
changes in the operating characteristics of the Equipment/System upon which the Covered Software is operating, or for problems in the interaction of the Covered Software with Customers
Network or existing software/firmware/hardware. In no event will Johnson Controls and/or Johnson Controls Supplier be liable for any (a) third party claims; (b) loss or damage to any
systems, records or data, or liabilities related to a violation of an individual's privacy rights; or (c) indirect, incidental, special, consequential, punitive, reliance, or cover damages (including
lost profits and lost savings). Customer further agrees that, in no event will Johnson Controls’ and/or Johnson Controls Supplier's aggregate liability regardless of cause (including, but not
limited to, liability for negligence, strict liability, breach of contract, misrepresentation and other contract or tort claims) arising from the provision of or failure to provide SSS and/or
Customer's use of or inability to use any Covered Software or related System, exceed the lesser of USD$1,000 or the total SSS Fees paid by Customer.

A.15. Lynx Network Duress and Emergency Notification System (“Lynx System’). Intentionally left blank — Lynx System/Services have not been purchased.
A.16. RFID Tracking System (“System’). Intentionally left blank - RFID Systems have not been purchased.

A.17. HID SEOS Mobile Credential Service (“Service”). Intentionally left blank - Service has not been purchased.

A.18. Customer For Life Program (“Service”). Intentionally left blank - Service has not been purchased.

A.19. Outdoor Radar Perimeter Protection. Intentionally left blank - System has not been purchased.

e-Form 8880UE01 (09/2019) Page 5 of 9
© 2019 Johnson Controls. All Rights Reserved

A.20. Self-Printing Service. Intentionally left blank - Service has not been purchased.

A.21. Audio Enabled Devices. Intentionally left blank - Equipment has not been purchased.
A.22. Proactive Health Services. Intentionally left blank - Services have not been purchased.
A.23. Automated Notification. Intentionally left blank - Services have not been purchased.
A.24, Remote Technical Services. Intentionally left blank - Services have not been purchased
A.25. Anyvision Devices. Intentionally left blank - Equipment has not been purchased.

A.26. WhosOnLocation Service. Intentionally left blank - Services have not been purchased.
A.27 Vape Detection System. Intentionally left blank - Services have not been purchased.

A.28. Additional Services. If any other services, including but not limited to the following, are being furnished under this Agreement, Customer and Johnson Controls will enter into a
separate Rider that will be attached to and incorporated as part of this Agreement: (a) Select Link - Immediate Response Information System (IRIS) (b) Managed Access Control (c)
Electronic Article Surveillance (“EAS’) (d) Guard Response Service (e) Radio Frequency Identification (“RFID”) (f} Training Services (g) Watchman’s Reporting Service.

B. Warranty (90-Day). 1. If the transaction type is “Direct Sale’, any part of the System (as distinguished from the Firmware/Software) installed under this Agreement, including the wiring,
which proves to be defective in material or workmanship within ninety (90) days of the date of completion of the installation (‘Warranty Period’), will be repaired or replaced, at in Johnson
Controls’ option with a new or functionally operative part. Materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period.
Warranty Services will be furnished during Johnson Controls’s “Normal Working Hours” (between 8:00 A.M. and 4:30 P.M. Monday through Friday, except holidays). Warranty Service
performed outside of these hours is subject to additional charges. 2. For “Johnson Controls-Owned’ equipment/systems: (a) the equipment/systems are provided “AS IS” and without
warranty; and (b) Customer is responsible to maintain such equipment/system in good working order.

3. The following “Conditions” are not covered by Warranty: (a) damage or extra service tine needed resulting from accidents, acts of God, lightning, strikes, riots, floods, terrorism, acts of
War, alteration, misuse, tampering or abuse, adjustments, repairs or maintenance not performed by Johnson Controls, or from parts, equipment, accessories, attachments or other devices
not furnished by Johnson Controls; (6) Customer's failure to properly follow operating instructions provided by Johnson Controls or OEM; (c) adjustments necessitated by misalignment of
video cameras, improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s); (d) trouble due to interruption of Internet,
telecommunications, and/or electrical service; (e) battery failure; (f} devices designed to fail in protecting the equipment/system, such as, but not limited to, fuses and circuit breakers; and
(g) System modifications/customization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls’ representative finds that one of the
“Conditions” has led to the inoperability or apparent inoperability of the Equipment/System or any component, Johnson Controls may bill Customer for the service call whether or not
Johnson Controls actually works on the Equipment/System. If repairs are required due to one of the above "Conditions’, Johnson Controls will charge Customer for such work on a time
and materials basis at Johnson Controls’ then applicable rates for labor and materials.

4. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES
RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING JOHNSON CONTROLS' NEGLIGENCE, IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE. JOHNSON
CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR
PERSONAL INJURY OR DAMAGES TO PROPERTY, HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY
JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE.

C. System Requirements, Miscellaneous. 1. Vaults. Customer must ensure that any Customer vault protected by sound or vibration detector systems has the minimum construction
characteristics prescribed by the Underwriters’ Laboratories, Inc. 2. System Testing. Customer must test all detection devices or other electronic equipment according to procedures
prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3.
Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD (EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY LAW),
CUSTOMER AGREES THAT: (a) DURING A FIVE (5) DAY FAMILIARIZATION PERIOD, OR SUCH PERIOD AS IS REQUIRED BY LAW; AND (b) FOLLOWING COMPLETION OF THE
INSTALLATION AND THE COMMUNICATIONS CONNECTION TO JOHNSON CONTROLS' CMC (AND DURING ANY APPLICABLE EXTENSIONS), JOHNSON CONTROLS HAS NO
OBLIGATION TO, AND WILL NOT, RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE JOHNSON CONTROLS’ CMC FROM CUSTOMER'S PREMISES DURING SUCH
FAMILIARIZATION PERIOD. CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION TO, AND WILL NOT, NOTIFY ANY
AUTHORITIES, CUSTOMER, OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST, OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON
CONTROLS RECEIVES, EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT. 4. Special Equipment Requirements. If Customer requires installation or service of equipment in areas
inaccessible without the use of lifts or cranes, or if non-standard conditions at the Customer site require special equipment for installation or service, Customer will provide such equipment,
or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides initial training to Customer on use of the equipment installed at the
time of installation. Thereafter, Customer may purchase additional training in one-hour increments at Johnson Controls’ then current rate. 6. Site Preparation, Intrusion and Restoration.
Unless otherwise noted herein, Customer is responsible for providing: (a) any necessary electric current, (b) an outlet within 10 feet of an alarm control panel, (c) telephone connections, (d)
network drops, and (e) any required conduit, wiremold, or other raceway, (f} any required IP address assignments, and (g) additional network software licensing. The installation of the
equipment/system may necessarily require cutting, bolting or fastening into Customer's floors, walls and/or ceilings. Johnson Controls shall not be responsible for any expenses related to
intrusion, mold, fungi, bacteria, wet/dry rot, patching, floor or wall finishing, or paint, tile, carpet or wallpaper matching, restoration or replacement resulting from installation or service of the
equipment/system. 7. Battery Powered Devices. Customer understands that any battery-powered motion detectors, smoke detectors, door and window contact transmitters and other
detection sensors installed/serviced under this Agreement require batteries to operate. THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE, AND THE ALARM
WILL NOT SOUND, IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW, OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries. Customer shall
carefully read and follow the owner’s manual, instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help
maintain continued operation. 8. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and
shall supply Johnson Controls secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must
be appropriately protected by Customer and/or end user against unauthorized access. Customer is responsible to take appropriate measures, including performing back-ups, to protect
information, including without limit data, software, or files (collectively “Data’) prior to receiving the service or products.

7. Closed Circuit Television (“CCTV’ ideo Equipment. (a)System Requirements. Customer will provide: (i) adequate illumination under all operational conditions for the proper operation of
any video camera(s); (ii) any required 110 AC power supply; and (iii) appropriate space for monitors. (b)Audio Monitoring/Recording. Customer’s decision to install video equipment with
audio recording and/or monitoring capability (“Video with Audio”) is based solely on Customer’s own independent business judgment, without any involvement or approval of Johnson
Controls. Certain laws may limit or preclude the use of Video with Audio. By installing Video with Audio in Customer’s premises, Customer accepts the responsibility of knowing and fully
complying with all applicable laws, including but not limited to all requirements that clear and conspicuous notice be posted in Customer’s premises warning of Customer's use of audio
recording and/or monitoring equipment on its premises.

8. New York City Fire System. Intentionally left blank.- covered system is not installed in NYC

D. Electronic Media; Personal Information; Consent to Call, Text or Email. 1.Electronic Media. Either party may scan, fax, email, image, or otherwise convert this Agreement into an
electronic format of any type or form, now known or developed in the future. Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally
binding upon the parties and equivalent fo the original for all purposes, including litigation. Johnson Controls may rely upon Customer's assent to the terms and conditions of this
Agreement, if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise. 2. Personal Information. Customer represents
and warrants that Customer has obtained all consents and has the right to (a) disclose to Johnson Controls all personal information disclosed hereunder concerning
individuals/employees/or other third parties including all information contained in Customer's Emergency Call List (“ECL”); (b) permit Johnson Controls to collect (including consent to record
telephone conversations with Johnson Controls), use, disclose and transfer such personal information; and (c) expressly authorizes Johnson Controls to use such personal information to
administer the relationship and the agreement between Customer and Johnson Controls, including, but not limited to, contacting Customer personnel at the telephone numbers and/or email
addresses provided: (i) using SMS, text, prerecorded messages, or automated calling devices to deliver messages to set/confirm a service/installation appointment; and/or (ii) to provide
information or offers about products and services of interest to Customer. Customer acknowledges and agrees that Johnson Controls may share all such information with its parents,

e-Form 8880UE01 (09/2019) Page 6 of 9
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