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HomeMy WebLinkAboutE-4 Staff Report - Fire Alarm Panel SystemCONSENT ITEM E-4 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALES, CITY MANAGER FROM: ROCKY WENRICK, CHIEF OF POLICE DATE: OCTOBER 3, 2022 SUBJECT: PURCHASE OF JOHNSON CONTROLS FIRE PROTECTION SYSTEM BACKGROUND: The purchase and upgrade of the fire alarm panel and smoke/duct detectors in the Azusa Police Department building is necessary for the replacement of the HVAC system to be completed. The existing components have reached their end of life and replacement parts are no longer available. The department is going through an upgrade of the ducting and HVAC system and it will require the upgrade of the fire control system. RECOMMENDATION(S): It is recommended that the City Council take the following action(s): 1) The City Council approve the purchase and upgrade of Fire Alarm Panel and Smoke/Duct Detectors (Life And Safety) equipment from Johnson Controls Fire Protection.12728 Shoemaker Ave. Santa Fe Springs, CA 90670 in the amount not to exceed $128,000.00. 2)Waive the competitive bidding process as authorized under Azusa Municipal Code Section 2- 502(b) which provides exceptions for sole source providers ANALYSIS: Over last few years it has become increasingly difficult to source components for the replacement service boards (Smoke/Duct Detectors) from Simplex products 4002 & 4020 panels. The Fire Alarm Panel and Smoke/Duct Detectors have reached their End-Of-Life status and are no longer available. It is not feasible to continue repairs on outdated equipment. The current HVAC system is being replaced by the city which requires the update of the Fire Alarm Panel and Smoke/Duct Detectors. The current Simplex fire alarm system servicing the Police Department and to be upgraded is manufactured by Johnson Controls Fire Protection (JCFP). JCFP is the only authorized branch to perform maintenance and installations on Simplex equipment. JCFP has been providing service at the Police Department for many years and have a unique and significantly complex knowledge of the building and the deployment APPROVED CITY COUNCIL 10/3/2022 of fire alarm system equipment at the site. Section 2-502(b) of the Azusa Municipal Code reads, “Sole source purchases. Unique commodities or services that can be obtained from only one vendor, or one distributor authorized to sell in this area, with singular characteristics or performance capabilities or which have specific compatibility components with existing city products are exempt from the competitive bidding requirements and are deemed sole source purchases. Sole source purchases may also include proprietary items sold direct from the manufacturer.” FISCAL IMPACT: There are adequate funds available for this purchase using the 2022/2023 Replacement Fund account #46-80-000-310-7125 project # 31022B and #10-20-310-000-6815 for the Replacement of Fire Protection Equipment. Prepared by: Reviewed and approved: Sam Jauregui Rocky Wenrick Jail, Fleet and Facilities Coordinator Interim Chief of Police Reviewed and Approved: Sergio Gonzales City Manager Attachments: 1) Copy of Johnson Controls Fire Protection Quote 2) Johnson Controls Sole Source letter Johnson Controls Fire Protection LP Quotation To: Azusa Police Dept City Of 725 N Alameda Ave AZUSA, CA 91702-0000 Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 1 of 11 Johnson Controls is pleased to offer for your consideration this quotation for the above project Scope of Work Quoted price: $49,000 including tax CSLB# 986047 DIR# 1000000576 If contract is awarded please issue to Johnson Controls Fire Protection LP. Proposal is based off the site walk on 2-22-2021 and archive drawings dated 3-17-with no plans and no specifications. To avoid costly and time consuming additions JCI proposes to replace the existing devices that are not compatible with new models that are listed and compatible with the new panel as a service replacement. Existing wiring to be reused if wiring is found to have faults then additional charges will be incurred. Scope includes wiring terminations, equipment, programming, pre testing, IOR testing and final testing for the fire alarm system. Johnson Control Fire Protection LP will install all fire alarm devices as depicted on this proposal. **Conduit and back boxes excluded **Pull strings shall be provided by the electrical contractor for fire alarm system. Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 +1 562 359 9322 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Attachment 1 Mounting and weatherproofing of duct smoke detectors to duct work by mechanical contractor. All damper/fan shut down wiring from duct smoke detectors by electrical contractor. All air velocity testing by mechanical contractor. Included: All construction efforts to be coordinated with Project Manager. Labor rate based on PREVAILING WAGES. Johnson Control Fire Protection LP will safe-off the existing devices but contractor is responsible for the actual demolition of conduits, back boxes and wiring. Only item and services specifically listed are to be construed as included. Detailed construction schedule required prior to scheduling labor forces. Including one-week prior notice for installation and service programming. Lead time for field equipment is 2 to 4 weeks from the time the order is processed. Shop drawings lead time is 6 to 8 weeks from the Johnson Control Fire Protection LP receives the AutoCAD files. Drawing CAD backgrounds are e-mailed directly to victor.jose.rivera@jci.com. Note where applicable: Design drawings are subject to the approval of Fire Department. Submitted drawing approval time is subject to AHJ scheduling. Pretest documentation to be submitted prior to scheduling a final test. Exclusions: 120VAC wiring Asbestos abatement not included HVAC scope of work Any and all items not listed After hour testing and labor associated with this testing After hour permits Union, PSA, PLA, Federal/DBRA DSA Fees and Engineering Stamps are excluded Structural calculations or PE stamp Troubleshooting of existing panel troubles Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 +1 562 359 9322 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Central station monitoring Conduit and Back Boxes Free-air wiring installation MC Cable installation Fire watch Patching and painting. Fiber (SM or MM) Installation of Duct Detectors Underground wiring, overhead/exterior wiring Demolition Scaffolding or lifts required Delays, Costs and Extensions of Time JCI's time for performance of the Work shall be extended for such reasonable time as JCI is delayed due to causes reasonably beyond JCI's control, whether such causes are foreseeable or unforeseeable, including pandemics such as coronavirus (provisionally named SARS- CoV-2, with its disease being named COVID-19) including, without limitation, labor, parts or equipment shortages. To the extent JCI or its subcontractors expend additional time or costs related to conditions or events set forth in this provision, including without limitation, expedited shipping, hazard pay associated with site conditions, additional PPE requirements, additional time associated with complying with social distancing or hygiene requirements, or additional access restrictions, the Contract Sum shall be equitably adjusted. Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 +1 562 359 9322 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED QTY MODEL NUMBER DESCRIPTION 10 4099-9021 STATION-LED, SA ADDR, NO GRIP 15 4098-9756 DUCT SENSOR HOUSING-4-WIRE 15 4098-9857 "SAMPLING TUBE 73"", PLASTIC" 5 4090-9001 SUPERVISED IAM 4 4090-9008 DUAL RELAY IAM, IDNET 1 4603-9101 LCD ANNUNCIATOR 16 4098-9714 PHOTO SENSOR 16 4098-9792 SENSOR BASE PM LAB PROJECT/CONSTRUCTION MGMT COMM LAB COMMISSIONING LABOR INST LAB INSTALLATION LABOR DPMLZ INSTALLATION MOBILIZATION DPSUB SUBCONTRACTING LABOR Payment Options: Johnson Controls Capital Funding Solutions Equipment Finance Agreement: Allows for payment over time for products and installation costs, while maintaining ownership of assets. No down payment required. As a Service Subscription: Covers costs of installation and services over time without ownership of assets. No upfront costs. **Final pricing subject to change based on credit approval, any applicable state/local taxes** For more information on Johnson Controls Capital funding solutions, please forward this proposal along with any questions to your sales representative and JCCapitalNA@jci.com. Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 4 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED TERMS AND CONDITIONS (Rev. 4/22) 1.Payment and Invoicing. All payments are due net thirty (30) days from the date of invoice. Invoices shall be paid by Customer via electronic delivery via EFT/ ACH. Invoicing disputes must be identified in writing within 21 days of the invoice date. Payments of any disputed amounts are due and payable upon resolution. All other amounts remain due within thirty (30) days from the date of the invoice. Work performed on a time and material basis shall be at Company’s then-prevailing rate for material, labor, and related items, in effect at the time supplied under this Agreement. Company shall invoice Customer for progress payments to 100% percent based upon equipment delivered or stored, and services performed. In the event project duration exceeds one month, Company reserves the right to submit partial invoices for progress payments for work completed at the project site. Customer agrees to pay any progress invoices in accordance with the payment terms set forth herein. In exchange for close-out documents to be provided by Company, Customer agrees to pay Company the remaining project balance when on-site labor is completed and prior to any final inspections. Customers without established satisfactory credit and Customers who fail to pay amounts when due may be required to make payments of cash in advance, upon delivery or as otherwise specified by Company. Company reserves the right to revoke or modify Customer’s credit in its sole discretion. Customer acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and that Customer’s failure to make payment when due is a material breach of this Agreement. Customer further acknowledges that if there is any amount outstanding on an invoice, it is material to Company and will give Company, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, discontinue or terminate performing any services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend Company’s obligations under or terminate this Agreement; and (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full. Company’s election to continue providing future services does not, in any way diminish Company’s right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. Company shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non- payment. In the event that there are exigent circumstances requiring services or the Company otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Customer disputes any late payment notice or Company’s efforts to collect payment. Customer shall immediately notify Company in writing and explain the basis of the dispute. (Customer agrees to pay all of Company’s reasonable collection costs, including legal fees and expenses. 2.Deposit. Unless prohibited by law, Customer agrees to pay a deposit equal to 30% of the project sell price (pre-tax) prior to Company providing any labor or materials on the project. Company will generate an invoice for the 30% deposit after Company’s receipt of a written agreement or order from Customer. Company will not commence work until receipt of the deposit. 3.Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work (“Equipment” and “Services”). If the actual number of devices installed or services to be performed is greater than that set forth in the Scope of Work, the price will be increased accordingly. If this Agreement extends beyond one year, Company may increase prices upon notice to the Customer. All stated prices are exclusive of and Customer agrees to pay any taxes, fees, duties, tariffs, false alarm assessments, installation or alarm permits, and levies or other similar charges imposed and/ or enacted by a government, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement. Prices in any quotation or proposal from Company are subject to change upon notice sent to Customer at any time before the quotation or proposal has been accepted. Prices for products covered by this Agreement may be adjusted by Company, upon notice to Customer at any time prior to shipment and regardless of Customer’s acceptance of the Company’s proposal or quotation, to reflect any increase in Company’s cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. 4.Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company’s standard alarm monitoring services agreement. 5.Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with federal, state/provincial and local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 6.Limitation of Liability; Limitations of Remedy. It is understood and agreed by the Customer that Company is not an insurer and that insurance coverage shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer’s property and the property of others located on the premises. Customer agrees to look exclusively to the Customer’s insurer to recover for injuries or damage in the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 5 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company’s liability shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or where the time and material payment term is selected, Customer’s time and material payments to Company to be calculated with reference to payments made at the time the loss is sustained. 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. In no event shall Company be liable for any damage, loss, injury, or any other claim arising from any servicing, alterations, modifications, changes, or movements of the Covered System(s) or any of its component parts by Customer or any third party. To the maximum extent permitted by law, in no event shall Company and its affiliates and their respective personnel, suppliers and vendors be liable to Customer or any third party under any cause of action or theory of liability, even if advised of the possibility of such damages, for any (a) special, incidental, consequential, punitive or indirect damages of any kind; (b) loss of profits, revenues, data, customer opportunities, business, anticipated savings or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber- attacks or failures or interruptions to network systems. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company’s employees, agents, officers and directors. 7.Reciprocal Waiver of Claims (SAFETY Act). Certain of Company’s systems and services have received Certification and/or 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 (e), to the maximum extent permitted by law, Company 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. 8.General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. – 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described in this Agreement. Company will perform the services described in the Scope of Work section (“Services”) for one or more system(s) or equipment as described in the Scope of Work section or the listed attachments (“Covered System(s)”). The Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer’s attention. This Agreement assumes the Covered System(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined Company shall be relieved from any and all liability arising therefrom..UNLESS OTHERIWISE SPECIFED IN THIS AGREEMENT, ANY INSPECTION(AND, IF SPECIFED , TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUSW ANY MAINTENANCE , REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE COREECTION OF ANY DEFIENCIES IDENTIFIES BY COMPANY TO CUSTOEMR. COMPANY SHALL MOT BE RESPOSIBLE FOR EUIPMENT FAILURE OCCURING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENSE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EUIPMENTS , COMPONENTS OR PARTS THAT ARE BELOW GRADE,BEHIND WALLS OR THER OBSTRUCTION OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING AND PIPING . 9.Customer Responsibilities. Customer shall furnish all necessary facilities for performance of its work by Company, adequate space for storage and handling of materials, light, water, heat, heat tracing, electrical service, local telephone, watchman, and crane and elevator service and necessary permits. Where wet pipe system is installed, Customer shall supply and maintain sufficient heat to prevent freezing of the system. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer’s attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined Company shall be relieved from any and all liability arising therefrom. Customer shall further: •supply required schematics and drawings unless they are to be supplied by Company in accordance with this Agreement; •Provide a safe work environment, in the event of an emergency or Covered System(s) failure, take reasonable safety precautions to protect against personal injury, death, and property damage, continue such measures until the Covered System(s) are operational, and notify Company as soon as possible under the circumstances. •Provide Company access to any system(s) to be serviced, •Comply with all laws, codes, and regulations pertaining to the equipment and/or services provided under this Agreement. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and shall supply Company 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. 10.Excavation. In the event the Work includes excavation, Customer shall pay, as an extra to the contract price, the cost of any additional work performed by Company dues to water, quicksand, rock or other unforeseen condition or obstruction encountered or shoring required. Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 6 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED 11.Structure and Site Conditions. While employees of Company will exercise reasonable care in this respect, Company shall be under not responsibility for loss or damage due to the character, condition or use of foundations, walls, or other structures not erected by Company or resulting from the excavation in proximity thereto, or for damage resulting from concealed piping, wiring, fixtures, or other equipment or condition of water pressure. All shoring or protection of foundation, walls or other structures subject to being disturbed by any excavation required hereunder shall be the responsibility of Customer. Customer shall have all things in readiness for installation including, without limitation, structure to support the sprinkler system and related equipment (including tanks), other materials, floor or suitable working base, connections and facilities for erection at the time the materials are delivered. In the event Customer fails to have all things in readiness at the time scheduled for receipt of materials, Customer shall reimburse Company for all expenses caused by such failure. Failure to make areas available to Company during performance in accordance with schedules that are the basis for Company’s proposal shall be considered a failure to have things in readiness in accordance with the terms of this Agreement. 12.Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company’s then-current hourly rate. 13.Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer’s knowledge there is no: •Space in which work must be performed that, because of its construction, location, contents or work activity therein, accumulation of a hazardous gas, vapor, dust or fume or the creation of an oxygen-deficient atmosphere may occur, •“permit confined space,” as defined by OSHA for work performed by Company in the United States, •risk of infectious disease, •need for air monitoring, respiratory protection, or other medical risk, •asbestos, asbestos-containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as “Hazardous Conditions”. Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company’s work, the discovery of such materials shall constitute an event beyond Company’s control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re-mobilization expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials. 14,COVID-19 Vaccination. Company expressly disclaims any requirement, understanding or agreement, express or implied, included directly or incorporated by reference, in any Customer purchase order, solicitation, notice or otherwise, that any of Company’s personnel be vaccinated against Covid-19 under any federal, state/provincial or local law, regulation or order applicable to government contracts or subcontracts, including, without limitation, Presidential Executive Order 14042 (“Ensuring Adequate COVID Safety Protocols for Federal Contractors”) and Federal Acquisition Regulation (FAR) 52.223-99 (“Ensuring Adequate COVID Safety Protocols for Federal Contractors”). Any such requirement shall only apply to Company’s personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Company. 15.Occupational Health and Safety/OSHA Compliance. Customer shall indemnify and hold Company harmless from and against any and all claims, demands and/or damages arising in whole or in part from the enforcement of applicable laws regarding occupational health and safety for work performed in Canada or the Occupational Safety Health Act for work performed by Company in the United States. (and any amendments or changes thereto) unless said claims, demands or damages are a direct result of causes within the exclusive control of Company. 16.Interferences. Customer shall be responsible to coordinate the work of other trades (including but not limited to ducting, piping, and electrical) and for and additional costs incurred by Company arising out of interferences to Company’s work caused by other trades. 17.Modifications and Substitutions. Company reserves the right to modify materials, including substituting materials of later design, providing that such modifications or substitutions will not materially affect the performance of the Covered System(s). 18.Changes, Alterations, Additions. Changes, alterations and additions to the Scope of Work, plans, specifications or construction schedule shall be invalid unless approved in writing by Company. Should changes be approved by Company, that increase or decrease the cost of the work to Company, the parties shall agree, in writing, to the change in price prior to performance of any work. However, if no agreement is reached prior to the time for performance of said work, and Company elects to perform said work so as to avoid delays, then Company’s estimate as to the value of said work shall be deemed accepted by Customer. In addition, Customer shall pay for all extra work requested by Customer or made necessary because of incompleteness or inaccuracy of plans or other information submitted by Customer with respect to the location, type of occupancy, or other details of the work to be performed. In the event the layout of Customer’s facilities has been altered, or is altered by Customer prior to the completion of the Work, Customer shall advise Company, and prices, delivery and completion dates shall be changed by Company as may be required. 19.Commodities Availability. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 7 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. 20.Project Claims. Any claim of failure to perform against Company arising hereunder shall be deemed waived unless received by Company, in writing specifically setting forth the basis for such claim, within ten (10) days after such claims arises. 21.Back charges. No charges shall be levied against Company unless seventy-two (72) hours prior written notice is given to Company to correct any alleged deficiencies which are alleged to necessitate such charges and unless such alleged deficiencies are solely and directly caused by Company. 22.System Equipment. The purchase of equipment or peripheral devices (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company’s sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 23.Reports. Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company’s then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 24.Limited Warranty. Subject to the limitations below, Company warrants any equipment (as distinguished from the Software) installed pursuant to this Agreement to be free from defects in material and workmanship under normal use for a period of one (1) year from the date of first beneficial us or all or any part of the Covered System(s) or 18 months after Equipment shipments, whichever is earlier, provided however, that Company’s sole liability, and Customer’s sole remedy, under this limited warranty shall be limited to the repair or replacement of the Equipment or any part thereof, which Company determines is defective, at Company’s sole option and subject to the availability of service personnel and parts, as determined by Company. Company warrants expendable items, including, but not limited to, video and print heads, television camera tubes, video monitor displays tubes, batteries and certain other products in accordance with the applicable manufacturer’s warranty. Company does not warrant devices designed to fail in protecting the System, such as, but not limited to, fuses and circuit breakers. Company warrants that any Company software described in this Agreement, as well as software contained in or sold as part of any Equipment described in this Agreement, will reasonably conform to its published specifications in effect at the time of delivery and for ninety (90) days after delivery. However, Customer agrees and acknowledges that the software may have inherent defects because of its complexity. Company’s sole obligation with respect to software, and Customer’s sole remedy, shall be to make available published modifications, designed to correct inherent defects, which become available during the warranty period. If Repair Services are included in this Agreement, Company warrants that its workmanship and material for repairs made pursuant to this Agreement will be free from defects for a period of ninety (90) days from the date of furnishing. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. Warranty service will be performed during Company’s normal working hours. If Customer requests warranty service at other than normal working hours, service will be performed at Company’s then current rates for after ours services. All repairs or adjustments that are or may become necessary shall be performed by and authorized representative of Company. Any repairs, adjustments or interconnections performed by Customer or any third party shall void all warranties. Company makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID-19. 25.Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, including specifically any damages resulting from the exposure of workers to Hazardous Conditions whether or not Customer pre-notifies Company of the existence of said hazardous conditions, arising in any way from any act or omission of Customer or Company relating in any way to this Agreement, including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. 26.Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer’s general liability and auto liability policies. 27.Termination. Any termination under the terms of this Agreement shall be made in writing. In the event Customer terminates this Agreement prior to completion for any reason not arising solely from Company’s performance or failure to perform, Customer understands and agrees that Company will incur costs of administration and preparation that are difficult to estimate or determine. Accordingly, should Customer terminate this Agreement as described Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 8 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED above, Customer agrees to pay all charges incurred for products and equipment installed and services performed, and in addition pay an amount equal to twenty (20%) percent of the price of products and equipment not yet delivered and Services not yet performed, return all products and equipment delivered and pay a restocking fee of twenty (20%) percent the price of products or equipment returned. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company’s performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer’s premises or unavailability of parts. 28.Default. An Event of Default shall be (a) failure of Customer to pay any amount when due and payable, (b) abuse of the System or the Equipment, (c) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies: (i) discontinue furnishing Services and delivering Equipment, (ii)) by written notice to Customer declare the balance of unpaid amounts due and to become due under this Agreement to be immediately due and payable; (iii) receive immediate possession of any Equipment for which Customer has not paid; (iv) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and (v) recover all costs and expenses, including without limitation reasonable attorneys’ fees, in connection with enforcing or attempting to enforce this Agreement. 29.Exclusions. Unless expressly included in the Scope of Work, this Agreement expressly excludes, without limitation, testing inspection and repair of duct detectors, beam detectors, and UV/IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; replacement of batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; system upgrades and the replacement of obsolete systems, equipment, components or parts; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer’s premises, vandalism, corrosion (including but not limited to micro-bacterially induced corrosion (“MIC”)), power failure, current fluctuation, failure due to non- Company installation, lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the Covered System(s). Repair Services provided pursuant to this Agreement do not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company’s sole discretion at an additional charge. If Emergency Services are expressly included in the scope of work section, the Agreement price does not include travel expenses. 30. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment, for a period of two years after termination of this Agreement. 31.Force Majeure; Delays. Company shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by Company to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of Company, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical 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, or any other cause or casualty beyond the reasonable control of Company. If Company’s performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, Company shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if Company is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, Company will be entitled to extend the relevant completion date by the amount of time that Company was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases Company’s cost to perform the services, Customer is obligated to reimburse Company for such increased costs, including, without limitation, costs incurred by Company for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees or other costs and expenses incurred by Company in connection with the Force Majeure Event. 32.One-Year Claims Limitation; Choice of Law. For Customers located in the United States, the laws of Wisconsin shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law. For customers located in Canada, this agreement shall be governed by and be construed in accordance with the laws of Ontario. The parties agree that any disputes arising under this Agreement shall be determined exclusively by the Ontario courts and that no action or legal proceedings of any nature shall be filed or commenced in any other court pertaining to any dispute arising out of or in relation to this Agreement. The parties also hereby waive any objection to the exclusive jurisdiction of the Ontario courts, including any objection based on forum non conveniens. No claim or cause of action, whether known or unknown, shall be brought against Company more than one year after the claim first arose. Except as provided for herein, Company’s claims must also be brought within one year. Claims not subject to the one-year limitation include claims for unpaid: (a) contract amounts, (b) change order amounts (approved or requested) and (c) delays and/or work inefficiencies. 33.Assignment. Customer may not assign this Agreement without Company’s prior written consent. Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 9 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Company may assign this Agreement to an affiliate without obtaining Customer’s consent. 34.Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the “Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 35.Severability. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 36.Legal Fees. Company shall be entitled to recover from the customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 37.software and Digital Services. Use, implementation, and deployment of the software and hosted software products (“Software”) offered under these terms shall be subject to, and governed by, Company’s standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/ techterms (collectively, the “Software Terms”). Applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, Company and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement and unless otherwise agreed to by the parties in writing, the following terms apply to Software that is provided to Customer on a subscription basis (i.e., a time limited license or use right), (each a “Software Subscription”): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the “Subscription Start Date”) and will continue in effect until the expiration of the subscription term noted herein. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a “Renewal Subscription Term”), unless either party provides the other party with a notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. To the extent permitted by applicable law, Software Subscriptions purchases are non-cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at JCI’s then-applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement will be subject to additional fees based on the date such excess use began. 38.Electronic Media. 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 to the original for all purposes, including litigation. JCI may rely upon Customer’s assent to the terms and conditions of this Agreement, if Customer has signed this Agreement or demonstrated its intent to be bound whether by electronic signature or otherwise. 39.Lien Legislation. Notwithstanding anything to the contrary contained herein, the terms of this Agreement shall be subject to the lien legislation applicable to the location where the work will be performed, and, in the event of conflict, the applicable lien legislation shall prevail. 40.Privacy. Company as Processor: Where Company factually acts as Processor of Personal Data on behalf of Customer (as such terms are defined in the DPA) the terms at www.johnsoncontrols.com/dpa (“DPA”) shall apply. Company as Controller: Company will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with Company’s Privacy Notice at https://www.johnsoncontrols.com/privacy. Customer acknowledges Company’s Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by Company is mandatorily required from Customer’s personnel under applicable law, Customer warrants and represents that it has obtained such consent. 41.License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, Pmb 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators And Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, 78752-4422, 512-424-7710.License numbers available at www.johnsoncontrols.com or contact your local Johnson Controls office. Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 10 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED IMPORTANT NOTICE TO CUSTOMER This Agreement is contingent on credit approval, which may be checked at JCI’s discretion and requires final approval of a JCI authorized manager before any equipment/ services may be provided. Should credit and/or approval be declined, this Agreement will be terminated and JCI’s only obligation to customer will be to notify Customer of such termination and refund any amounts paid in advance. In accepting this Proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS ON THE PRECEDING PAGES. This proposal shall be void if not accepted in writing within 30 days from the date of the Proposal. For Customers located in Canada, this Fire Domain Sale and Installation Agreement has been drawn up and executed in English at the request of and with the full concurrence of Customer. Ce contrat a été rédigé en anglais à la demande et avec l’assentiment du client. Offered By: Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 Telephone: +1 562 359 9322 Representative: \s2__________________________________ Email: victor.jose.rivera@jci.com Accepted By: (Customer) Company: _____________________________________ Address: ____________________________________ Signature: \s1____________________________________ Title: ____________________________________ Date: ____________________________________ Pricing is based upon the following billing and payment terms: Invoices will be delivered via email, payment due date of NET 30, including a deposit invoice for 30%, and invoices are to be paid via ACH/EFT bank transfer. Johnson Controls ACH/EFT bank transfer details will be forth coming upon contractual agreement This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above. To ensure that JCI is compliant with your company’s billing requirements, please provide the following information: PO is required to facilitate billing: NO: This signed contract satisfies requirement YES: Please reference this PO Number: _______________________ AR Invoices are accepted via e-mail: YES: E-mail address to be used: _____________________________ NO: Please submit invoices via mail NO: Please submit invoices via _____________________________ Project: Azusa Police Dept - Phase 1 - Device Replacements - CPQ-155354 Johnson Controls Reference: 650155354 Proposal #: 1 Date: 08/04/2022 Page: 11 of 11 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Johnson Controls Fire Protection LP Quotation To: Azusa Police Dept City Of 725 N Alameda Ave AZUSA, CA 91702-0000 Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 1 of 12 Johnson Controls is pleased to offer for your consideration this quotation for the above project Scope of Work Quoted price: $79,000 including tax CSLB# 986047 DIR# 1000000576 If contract is awarded please issue to Johnson Controls Fire Protection LP. Proposal is based off the site walk on 2-22-2021 and archive drawings dated 3-17-1999 project is bid with no specifications. Project is described as a Fire Alarm Control Panel replacement of an existing 4020 panel for a new 4100es, all devices to be listed and compatible based on record drawings and panel report. No additional devices have been installed to the system any devices not shown on the drawings may be charged as time is required for testing and inspection. The panel will be Pre-tested and devices not functioning properly will be noted to be repaired or replaced at additional cost not included in this quote. Due to complete replacement of panel Cellular dialer will be required to be installed to meet current code. Central station monitoring is not included in this proposal. Subject to field verification that panel has expandability and capabilities of programming and that current software is located on site if not then additional charges not included in this proposal will be incurred. Scope includes equipment, programming, pre testing, IOR testing and final testing for the fire alarm system. Included: All construction efforts to be coordinated with Project Manager. Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 +1 562 359 9322 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Labor rate based on Standard Prevailing Wage Only item and services specifically listed are to be construed as included. Detailed construction schedule required prior to scheduling labor forces. Including one-week prior notice for installation and service programming. Lead time for field equipment is 2 to 4 weeks from the time the order is processed. Shop drawings lead time is 6 to 8 weeks from the Johnson Control Fire Protection LP receives the AutoCAD files. Drawing CAD backgrounds are e-mailed directly to victor.jose.rivera@jci.com. Note where applicable: Design drawings are subject to the approval of Fire Department. Submitted drawing approval time is subject to AHJ scheduling. Pretest documentation to be submitted prior to scheduling a final test. No work provided in enclosed/hazardous environments or machinery pits. Exclusions: 120VAC wiring Asbestos abatement not included HVAC scope of work Any and all items not listed After hour testing and labor associated with this testing After hour permits Union, PSA, PLA, Federal/DBRA DSA Fees and Engineering Stamps are excluded Structural calculations or PE stamp Troubleshooting of existing panel troubles Central station monitoring Conduit and Back Boxes Free-Air wiring installation MC-Cable installation Fire watch Patching and painting. Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 +1 562 359 9322 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Fiber (SM or MM) Installation of Duct Detectors Underground Wiring, overhead/exterior wiring Demolition Scaffolding or lifts required Delays, Costs and Extensions of Time JCFP's time for performance of the Work shall be extended for such reasonable time as JCFP is delayed due to causes reasonably beyond JCFP's control, whether such causes are foreseeable or unforeseeable, including pandemics such as coronavirus (provisionally named SARS-CoV-2, with its disease being named COVID-19) including, without limitation, labor, parts or equipment shortages. To the extent JCFP or its subcontractors expend additional time or costs related to conditions or events set forth in this provision, including without limitation, expedited shipping, hazard pay associated with site conditions, additional PPE requirements, additional time associated with complying with social distancing or hygiene requirements, or additional access restrictions, the Contract Sum shall be equitably adjusted. Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 +1 562 359 9322 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED QTY MODEL NUMBER DESCRIPTION 1 2081-9276 BATTERY 33AH 1 2975-9445 2 BAY BB/GDOOR/DRESS PNL PLAT 1 TG-7FS-LTE TELGUARD DIALER 20 4098-9756 DUCT SENSOR HOUSING-4-WIRE 20 4098-9857 "SAMPLING TUBE 73"", PLASTIC" 1 4100-9701 ES-PS MSTR CTRLR 2X40 1 4100-6080 SERIAL DACT SIDE MOUNT 1 41002153 3Bay Glass Dr Pkg Factory Only 2 4100-5013 8 POINT ZONE/RELAY MODULE 2 4100-5450 NAC CARD 1 4100-3117 MSTR CTLR IDNET2, FACTORY ONLY 1 41007905 FACTORY BUILT-MAIN CONFIGURED 1 4100-0644 120V ES-PS PDM HARNESS 1 4100-0634 POWER DISTRIBUTION MODULE 120V 2 4100-2302 8 SLOT EXP BAY FILLER PANEL DSGN LAB DESIGN LABOR CAD LAB CAD LABOR PM LAB PROJECT/CONSTRUCTION MGMT COMM LAB COMMISSIONING LABOR INST LAB INSTALLATION LABOR DPMLZ INSTALLATION MOBILIZATION DPSVC DP SVCS (PERMITS/FEES/BONDS) DPSUB SUBCONTRACTING LABOR Payment Options: Johnson Controls Capital Funding Solutions Equipment Finance Agreement: Allows for payment over time for products and installation costs, while maintaining ownership of assets. No down payment required. As a Service Subscription: Covers costs of installation and services over time without ownership of assets. No upfront costs. **Final pricing subject to change based on credit approval, any applicable state/local taxes** Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 4 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED For more information on Johnson Controls Capital funding solutions, please forward this proposal along with any questions to your sales representative and JCCapitalNA@jci.com. Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 5 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED TERMS AND CONDITIONS (Rev. 4/22) 1.Payment and Invoicing. All payments are due net thirty (30) days from the date of invoice. Invoices shall be paid by Customer via electronic delivery via EFT/ ACH. Invoicing disputes must be identified in writing within 21 days of the invoice date. Payments of any disputed amounts are due and payable upon resolution. All other amounts remain due within thirty (30) days from the date of the invoice. Work performed on a time and material basis shall be at Company’s then-prevailing rate for material, labor, and related items, in effect at the time supplied under this Agreement. Company shall invoice Customer for progress payments to 100% percent based upon equipment delivered or stored, and services performed. In the event project duration exceeds one month, Company reserves the right to submit partial invoices for progress payments for work completed at the project site. Customer agrees to pay any progress invoices in accordance with the payment terms set forth herein. In exchange for close-out documents to be provided by Company, Customer agrees to pay Company the remaining project balance when on-site labor is completed and prior to any final inspections. Customers without established satisfactory credit and Customers who fail to pay amounts when due may be required to make payments of cash in advance, upon delivery or as otherwise specified by Company. Company reserves the right to revoke or modify Customer’s credit in its sole discretion. Customer acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and that Customer’s failure to make payment when due is a material breach of this Agreement. Customer further acknowledges that if there is any amount outstanding on an invoice, it is material to Company and will give Company, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, discontinue or terminate performing any services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend Company’s obligations under or terminate this Agreement; and (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full. Company’s election to continue providing future services does not, in any way diminish Company’s right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. Company shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non- payment. In the event that there are exigent circumstances requiring services or the Company otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Customer disputes any late payment notice or Company’s efforts to collect payment. Customer shall immediately notify Company in writing and explain the basis of the dispute. (Customer agrees to pay all of Company’s reasonable collection costs, including legal fees and expenses. 2.Deposit. Unless prohibited by law, Customer agrees to pay a deposit equal to 30% of the project sell price (pre-tax) prior to Company providing any labor or materials on the project. Company will generate an invoice for the 30% deposit after Company’s receipt of a written agreement or order from Customer. Company will not commence work until receipt of the deposit. 3.Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work (“Equipment” and “Services”). If the actual number of devices installed or services to be performed is greater than that set forth in the Scope of Work, the price will be increased accordingly. If this Agreement extends beyond one year, Company may increase prices upon notice to the Customer. All stated prices are exclusive of and Customer agrees to pay any taxes, fees, duties, tariffs, false alarm assessments, installation or alarm permits, and levies or other similar charges imposed and/ or enacted by a government, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement. Prices in any quotation or proposal from Company are subject to change upon notice sent to Customer at any time before the quotation or proposal has been accepted. Prices for products covered by this Agreement may be adjusted by Company, upon notice to Customer at any time prior to shipment and regardless of Customer’s acceptance of the Company’s proposal or quotation, to reflect any increase in Company’s cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. 4.Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company’s standard alarm monitoring services agreement. 5.Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with federal, state/provincial and local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 6.Limitation of Liability; Limitations of Remedy. It is understood and agreed by the Customer that Company is not an insurer and that insurance coverage shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer’s property and the property of others located on the premises. Customer agrees to look exclusively to the Customer’s insurer to recover for injuries or damage in the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 6 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company’s liability shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or where the time and material payment term is selected, Customer’s time and material payments to Company to be calculated with reference to payments made at the time the loss is sustained. 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. In no event shall Company be liable for any damage, loss, injury, or any other claim arising from any servicing, alterations, modifications, changes, or movements of the Covered System(s) or any of its component parts by Customer or any third party. To the maximum extent permitted by law, in no event shall Company and its affiliates and their respective personnel, suppliers and vendors be liable to Customer or any third party under any cause of action or theory of liability, even if advised of the possibility of such damages, for any (a) special, incidental, consequential, punitive or indirect damages of any kind; (b) loss of profits, revenues, data, customer opportunities, business, anticipated savings or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber- attacks or failures or interruptions to network systems. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company’s employees, agents, officers and directors. 7.Reciprocal Waiver of Claims (SAFETY Act). Certain of Company’s systems and services have received Certification and/or 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 (e), to the maximum extent permitted by law, Company 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. 8.General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. – 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described in this Agreement. Company will perform the services described in the Scope of Work section (“Services”) for one or more system(s) or equipment as described in the Scope of Work section or the listed attachments (“Covered System(s)”). The Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer’s attention. This Agreement assumes the Covered System(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined Company shall be relieved from any and all liability arising therefrom..UNLESS OTHERIWISE SPECIFED IN THIS AGREEMENT, ANY INSPECTION(AND, IF SPECIFED , TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUSW ANY MAINTENANCE , REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE COREECTION OF ANY DEFIENCIES IDENTIFIES BY COMPANY TO CUSTOEMR. COMPANY SHALL MOT BE RESPOSIBLE FOR EUIPMENT FAILURE OCCURING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENSE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EUIPMENTS , COMPONENTS OR PARTS THAT ARE BELOW GRADE,BEHIND WALLS OR THER OBSTRUCTION OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING AND PIPING . 9.Customer Responsibilities. Customer shall furnish all necessary facilities for performance of its work by Company, adequate space for storage and handling of materials, light, water, heat, heat tracing, electrical service, local telephone, watchman, and crane and elevator service and necessary permits. Where wet pipe system is installed, Customer shall supply and maintain sufficient heat to prevent freezing of the system. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer’s attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined Company shall be relieved from any and all liability arising therefrom. Customer shall further: •supply required schematics and drawings unless they are to be supplied by Company in accordance with this Agreement; •Provide a safe work environment, in the event of an emergency or Covered System(s) failure, take reasonable safety precautions to protect against personal injury, death, and property damage, continue such measures until the Covered System(s) are operational, and notify Company as soon as possible under the circumstances. •Provide Company access to any system(s) to be serviced, •Comply with all laws, codes, and regulations pertaining to the equipment and/or services provided under this Agreement. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and shall supply Company 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. 10.Excavation. In the event the Work includes excavation, Customer shall pay, as an extra to the contract price, the cost of any additional work performed by Company dues to water, quicksand, rock or other unforeseen condition or obstruction encountered or shoring required. Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 7 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED 11.Structure and Site Conditions. While employees of Company will exercise reasonable care in this respect, Company shall be under not responsibility for loss or damage due to the character, condition or use of foundations, walls, or other structures not erected by Company or resulting from the excavation in proximity thereto, or for damage resulting from concealed piping, wiring, fixtures, or other equipment or condition of water pressure. All shoring or protection of foundation, walls or other structures subject to being disturbed by any excavation required hereunder shall be the responsibility of Customer. Customer shall have all things in readiness for installation including, without limitation, structure to support the sprinkler system and related equipment (including tanks), other materials, floor or suitable working base, connections and facilities for erection at the time the materials are delivered. In the event Customer fails to have all things in readiness at the time scheduled for receipt of materials, Customer shall reimburse Company for all expenses caused by such failure. Failure to make areas available to Company during performance in accordance with schedules that are the basis for Company’s proposal shall be considered a failure to have things in readiness in accordance with the terms of this Agreement. 12.Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company’s then-current hourly rate. 13.Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer’s knowledge there is no: •Space in which work must be performed that, because of its construction, location, contents or work activity therein, accumulation of a hazardous gas, vapor, dust or fume or the creation of an oxygen-deficient atmosphere may occur, •“permit confined space,” as defined by OSHA for work performed by Company in the United States, •risk of infectious disease, •need for air monitoring, respiratory protection, or other medical risk, •asbestos, asbestos-containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as “Hazardous Conditions”. Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company’s work, the discovery of such materials shall constitute an event beyond Company’s control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re-mobilization expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials. 14,COVID-19 Vaccination. Company expressly disclaims any requirement, understanding or agreement, express or implied, included directly or incorporated by reference, in any Customer purchase order, solicitation, notice or otherwise, that any of Company’s personnel be vaccinated against Covid-19 under any federal, state/provincial or local law, regulation or order applicable to government contracts or subcontracts, including, without limitation, Presidential Executive Order 14042 (“Ensuring Adequate COVID Safety Protocols for Federal Contractors”) and Federal Acquisition Regulation (FAR) 52.223-99 (“Ensuring Adequate COVID Safety Protocols for Federal Contractors”). Any such requirement shall only apply to Company’s personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Company. 15.Occupational Health and Safety/OSHA Compliance. Customer shall indemnify and hold Company harmless from and against any and all claims, demands and/or damages arising in whole or in part from the enforcement of applicable laws regarding occupational health and safety for work performed in Canada or the Occupational Safety Health Act for work performed by Company in the United States. (and any amendments or changes thereto) unless said claims, demands or damages are a direct result of causes within the exclusive control of Company. 16.Interferences. Customer shall be responsible to coordinate the work of other trades (including but not limited to ducting, piping, and electrical) and for and additional costs incurred by Company arising out of interferences to Company’s work caused by other trades. 17.Modifications and Substitutions. Company reserves the right to modify materials, including substituting materials of later design, providing that such modifications or substitutions will not materially affect the performance of the Covered System(s). 18.Changes, Alterations, Additions. Changes, alterations and additions to the Scope of Work, plans, specifications or construction schedule shall be invalid unless approved in writing by Company. Should changes be approved by Company, that increase or decrease the cost of the work to Company, the parties shall agree, in writing, to the change in price prior to performance of any work. However, if no agreement is reached prior to the time for performance of said work, and Company elects to perform said work so as to avoid delays, then Company’s estimate as to the value of said work shall be deemed accepted by Customer. In addition, Customer shall pay for all extra work requested by Customer or made necessary because of incompleteness or inaccuracy of plans or other information submitted by Customer with respect to the location, type of occupancy, or other details of the work to be performed. In the event the layout of Customer’s facilities has been altered, or is altered by Customer prior to the completion of the Work, Customer shall advise Company, and prices, delivery and completion dates shall be changed by Company as may be required. 19.Commodities Availability. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 8 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. 20.Project Claims. Any claim of failure to perform against Company arising hereunder shall be deemed waived unless received by Company, in writing specifically setting forth the basis for such claim, within ten (10) days after such claims arises. 21.Back charges. No charges shall be levied against Company unless seventy-two (72) hours prior written notice is given to Company to correct any alleged deficiencies which are alleged to necessitate such charges and unless such alleged deficiencies are solely and directly caused by Company. 22.System Equipment. The purchase of equipment or peripheral devices (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company’s sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 23.Reports. Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company’s then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 24.Limited Warranty. Subject to the limitations below, Company warrants any equipment (as distinguished from the Software) installed pursuant to this Agreement to be free from defects in material and workmanship under normal use for a period of one (1) year from the date of first beneficial us or all or any part of the Covered System(s) or 18 months after Equipment shipments, whichever is earlier, provided however, that Company’s sole liability, and Customer’s sole remedy, under this limited warranty shall be limited to the repair or replacement of the Equipment or any part thereof, which Company determines is defective, at Company’s sole option and subject to the availability of service personnel and parts, as determined by Company. Company warrants expendable items, including, but not limited to, video and print heads, television camera tubes, video monitor displays tubes, batteries and certain other products in accordance with the applicable manufacturer’s warranty. Company does not warrant devices designed to fail in protecting the System, such as, but not limited to, fuses and circuit breakers. Company warrants that any Company software described in this Agreement, as well as software contained in or sold as part of any Equipment described in this Agreement, will reasonably conform to its published specifications in effect at the time of delivery and for ninety (90) days after delivery. However, Customer agrees and acknowledges that the software may have inherent defects because of its complexity. Company’s sole obligation with respect to software, and Customer’s sole remedy, shall be to make available published modifications, designed to correct inherent defects, which become available during the warranty period. If Repair Services are included in this Agreement, Company warrants that its workmanship and material for repairs made pursuant to this Agreement will be free from defects for a period of ninety (90) days from the date of furnishing. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. Warranty service will be performed during Company’s normal working hours. If Customer requests warranty service at other than normal working hours, service will be performed at Company’s then current rates for after ours services. All repairs or adjustments that are or may become necessary shall be performed by and authorized representative of Company. Any repairs, adjustments or interconnections performed by Customer or any third party shall void all warranties. Company makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, treat, or mitigate the spread transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID-19. 25.Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, including specifically any damages resulting from the exposure of workers to Hazardous Conditions whether or not Customer pre-notifies Company of the existence of said hazardous conditions, arising in any way from any act or omission of Customer or Company relating in any way to this Agreement, including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. 26.Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer’s general liability and auto liability policies. 27.Termination. Any termination under the terms of this Agreement shall be made in writing. In the event Customer terminates this Agreement prior to completion for any reason not arising solely from Company’s performance or failure to perform, Customer understands and agrees that Company will incur costs of administration and preparation that are difficult to estimate or determine. Accordingly, should Customer terminate this Agreement as described Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 9 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED above, Customer agrees to pay all charges incurred for products and equipment installed and services performed, and in addition pay an amount equal to twenty (20%) percent of the price of products and equipment not yet delivered and Services not yet performed, return all products and equipment delivered and pay a restocking fee of twenty (20%) percent the price of products or equipment returned. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company’s performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer’s premises or unavailability of parts. 28.Default. An Event of Default shall be (a) failure of Customer to pay any amount when due and payable, (b) abuse of the System or the Equipment, (c) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies: (i) discontinue furnishing Services and delivering Equipment, (ii)) by written notice to Customer declare the balance of unpaid amounts due and to become due under this Agreement to be immediately due and payable; (iii) receive immediate possession of any Equipment for which Customer has not paid; (iv) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and (v) recover all costs and expenses, including without limitation reasonable attorneys’ fees, in connection with enforcing or attempting to enforce this Agreement. 29.Exclusions. Unless expressly included in the Scope of Work, this Agreement expressly excludes, without limitation, testing inspection and repair of duct detectors, beam detectors, and UV/IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; replacement of batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; system upgrades and the replacement of obsolete systems, equipment, components or parts; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer’s premises, vandalism, corrosion (including but not limited to micro-bacterially induced corrosion (“MIC”)), power failure, current fluctuation, failure due to non- Company installation, lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the Covered System(s). Repair Services provided pursuant to this Agreement do not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company’s sole discretion at an additional charge. If Emergency Services are expressly included in the scope of work section, the Agreement price does not include travel expenses. 30. No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment, for a period of two years after termination of this Agreement. 31.Force Majeure; Delays. Company shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by Company to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A “Force Majeure Event” is a condition or event that is beyond the reasonable control of Company, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock-outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical 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, or any other cause or casualty beyond the reasonable control of Company. If Company’s performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, Company shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if Company is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, Company will be entitled to extend the relevant completion date by the amount of time that Company was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases Company’s cost to perform the services, Customer is obligated to reimburse Company for such increased costs, including, without limitation, costs incurred by Company for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees or other costs and expenses incurred by Company in connection with the Force Majeure Event. 32.One-Year Claims Limitation; Choice of Law. For Customers located in the United States, the laws of Wisconsin shall govern the validity, enforceability, and interpretation of this Agreement, without regard to conflicts of law. For customers located in Canada, this agreement shall be governed by and be construed in accordance with the laws of Ontario. The parties agree that any disputes arising under this Agreement shall be determined exclusively by the Ontario courts and that no action or legal proceedings of any nature shall be filed or commenced in any other court pertaining to any dispute arising out of or in relation to this Agreement. The parties also hereby waive any objection to the exclusive jurisdiction of the Ontario courts, including any objection based on forum non conveniens. No claim or cause of action, whether known or unknown, shall be brought against Company more than one year after the claim first arose. Except as provided for herein, Company’s claims must also be brought within one year. Claims not subject to the one-year limitation include claims for unpaid: (a) contract amounts, (b) change order amounts (approved or requested) and (c) delays and/or work inefficiencies. 33.Assignment. Customer may not assign this Agreement without Company’s prior written consent. Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 10 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Company may assign this Agreement to an affiliate without obtaining Customer’s consent. 34.Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the “Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 35.Severability. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 36.Legal Fees. Company shall be entitled to recover from the customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 37.software and Digital Services. Use, implementation, and deployment of the software and hosted software products (“Software”) offered under these terms shall be subject to, and governed by, Company’s standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/ techterms (collectively, the “Software Terms”). Applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, Company and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement and unless otherwise agreed to by the parties in writing, the following terms apply to Software that is provided to Customer on a subscription basis (i.e., a time limited license or use right), (each a “Software Subscription”): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the “Subscription Start Date”) and will continue in effect until the expiration of the subscription term noted herein. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a “Renewal Subscription Term”), unless either party provides the other party with a notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. To the extent permitted by applicable law, Software Subscriptions purchases are non-cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at JCI’s then-applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement will be subject to additional fees based on the date such excess use began. 38.Electronic Media. 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 to the original for all purposes, including litigation. JCI may rely upon Customer’s assent to the terms and conditions of this Agreement, if Customer has signed this Agreement or demonstrated its intent to be bound whether by electronic signature or otherwise. 39.Lien Legislation. Notwithstanding anything to the contrary contained herein, the terms of this Agreement shall be subject to the lien legislation applicable to the location where the work will be performed, and, in the event of conflict, the applicable lien legislation shall prevail. 40.Privacy. Company as Processor: Where Company factually acts as Processor of Personal Data on behalf of Customer (as such terms are defined in the DPA) the terms at www.johnsoncontrols.com/dpa (“DPA”) shall apply. Company as Controller: Company will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with Company’s Privacy Notice at https://www.johnsoncontrols.com/privacy. Customer acknowledges Company’s Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by Company is mandatorily required from Customer’s personnel under applicable law, Customer warrants and represents that it has obtained such consent. 41.License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, Pmb 392, Montgomery, Alabama 36116 (334) 264-9388: AR Regulated by: Arkansas Board of Private Investigators And Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618-8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, 78752-4422, 512-424-7710.License numbers available at www.johnsoncontrols.com or contact your local Johnson Controls office. Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 11 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED IMPORTANT NOTICE TO CUSTOMER This Agreement is contingent on credit approval, which may be checked at JCI’s discretion and requires final approval of a JCI authorized manager before any equipment/ services may be provided. Should credit and/or approval be declined, this Agreement will be terminated and JCI’s only obligation to customer will be to notify Customer of such termination and refund any amounts paid in advance. In accepting this Proposal, Customer agrees to the terms and conditions contained herein and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue. Any changes in the system requested by the Customer after the execution of this Agreement shall be paid for by Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS ON THE PRECEDING PAGES. This proposal shall be void if not accepted in writing within 30 days from the date of the Proposal. For Customers located in Canada, this Fire Domain Sale and Installation Agreement has been drawn up and executed in English at the request of and with the full concurrence of Customer. Ce contrat a été rédigé en anglais à la demande et avec l’assentiment du client. Offered By: Johnson Controls Fire Protection LP 12728 Shoemaker Ave Santa Fe Springs , CA 90670 Telephone: +1 562 359 9322 Representative: \s2__________________________________ Email: victor.jose.rivera@jci.com Accepted By: (Customer) Company: _____________________________________ Address: ____________________________________ Signature: \s1____________________________________ Title: ____________________________________ Date: ____________________________________ Pricing is based upon the following billing and payment terms: Invoices will be delivered via email, payment due date of NET 30, including a deposit invoice for 30%, and invoices are to be paid via ACH/EFT bank transfer. Johnson Controls ACH/EFT bank transfer details will be forth coming upon contractual agreement This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above. To ensure that JCI is compliant with your company’s billing requirements, please provide the following information: PO is required to facilitate billing: NO: This signed contract satisfies requirement YES: Please reference this PO Number: _______________________ AR Invoices are accepted via e-mail: YES: E-mail address to be used: _____________________________ NO: Please submit invoices via mail NO: Please submit invoices via _____________________________ Project: Azusa Police Department Phase 2 - FACP Replacement & Devices - CPQ-64988 Johnson Controls Reference: 650064988 Proposal #: 1 Date: 08/04/2022 Page: 12 of 12 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America © 2022 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Attachment 2