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COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO.
0069-MANCHESTER, 1-5FK4E8P
NH
DATE: 7/22/2020
Johnson Controls Security Solutions LLC (“Johnson David W Deane Skateboard Park
Controls”) d/b/a: David W Deane Skateboard Park
Christopher Lowe (‘Customer’)
35 Progress Avenue, Customer Billing Information Customer Premises Serviced
Nashua, NH 03062 229 Main St, Stadium Drive,
Tele. No. Nashua, NH 03060 Nashua, NH 03062
Attn: Nick Miseirvitch Attn: Nick Miseirvitch
Tele. No. Tele. No.
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.
ll. | 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
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