CC_Agenda_12-18-2024_Item_19 — Calexico City Council, December 18, 2024

AGENDA
ITEM
19 AGENDA
ITEM
CALEXICO California
19 CITY COUNCIL

AGENDA STAFF REPORT
DATE: December 18, 2024
TO: Honorable Mayor and City Council
APPROVED BY: Juan Contrerras, Acting City ManagerJAL
Sandra Fonseca Acting Finance director
PREPARED BY: Armando Orozco, Police Chief AO
SUBJECT: Recommend The Approval To Purchase A Johnson Controls Fire Protection (JCFP) Fire Alarm Panel To Replace The Nonfunctioning Simplex 4020 Fire Alarm Control Panel.

Recommendation:

Recommend the approval to purchase a Johnson Controls Fire Protection (JCFP) fire alarm panel to replace the nonfunctioning Simplex 4020 fire alarm control panel. The replacement will ensure compliance with safety regulations before the annual building inspection. The quoted price for the new fire alarm panel is $35,674.26.

Background:

The Simplex 4020 fire alarm control panel in the police department has been nonfunctional for the past two years. This poses a significant safety risk and brings the building out of compliance with State and County fire safety regulations. The upcoming annual inspection of the building necessitates the replacement of the faulty panel to ensure we meet all required safety standards.

Safety Need:

City of Calexico City Council Meeting
Approval to purchase a Johnson Controls Fire Protection (JCFP) fire alarm panel - December 18, 2024. Page 1 of 2 The installation of a functioning fire alarm control panel is crucial for the safety of all occupants in the police department building. As a government facility, it is imperative to maintain the highest safety standards to protect our staff, visitors, and the general public. A reliable fire alarm system is essential for early detection and response in case of a fire emergency, minimizing potential damage and ensuring the safety of everyone in the building.

Vendor Selection:

The Johnson Controls Fire Protection (JCFP) fire alarm panel is being purchased through a sole sourced vendor to ensure the best quality and reliability. The vendor selection process adheres to all procurement guidelines to guarantee that the department receives a dependable and effective fire alarm system.

Fiscal Impact:

The total cost for the replacement fire alarm panel is $35,674.26 to be paid through the amended Conclusion:

The replacement of the nonfunctioning Simplex 4020 fire alarm control panel with a Johnson C'ontrols Fire Protection fire alarm panel is critical for ensuring the safety and compliance of th police department building. Approval of this purchase will allow us to meet safety standards befor the annual inspection and provide a secure environment for all occupants.

COORDINATED WITH:

City Manager's Office
Public Works Department
Finance Department

ATTACHMENTS
Attachment A - Quote from Johnson Control
City of Calexico City Council Meeting
Approval to purchase a Johnson Controls Fire Protection (JCFP) fire alarm panel - December 18, 2024. Page 2 of 2

ATTACHMENT-A
Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 07/09/2024
Controls Page: 4 of 15
Material Total: $16,192.3:

Internal Labor Total: $18,146.08
Total net selling price, FOB shipping point, $34,338.39 Sales tax :$1,335.87
Total Price with Sales Tax $35,674.26
Payment Options:

Johnson Controls Capital Funding Solutions
For more information on JC Capital funding solutions, please forward this proposal along with any questions to your sales representative.

Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP, ALL RIGHTS RESERVED Johnson Controls Fire Protection LP
3568 Ruffin Road South
! Johnson San Diego, CA 9212:

Jriel Servin Jr (619) 209-904
Controls
Johnson Controls Fire Protection LP Quotation
To: Project: Calexico Police Department- 4020 Panel -
City Of Calexico CPQ-493469
608 Heber Ave hnson Controls Reference: 6504934
CALEXICO, CA 92231-2840 oposal #
Date: 05/30/2024
Page: 1 of 15
Johnson Controls is pleased to offer for your consideration this quotation for the above project Scope of Work
Project: Calexico Police Department Fire Alarm Panel
Documents: Existing Fire Alarm As-Builts
Provide labor, material, and equipment to replace the existing Simplex 4020 fire alarm control panel in the dispatch room. Replace the existing six (6) pull stations, two (2) monitor modules, eight (8) duct detectors, and three (3) old smoke detectors due to the Mapnet and Mapnet II communications being obsolete. Existing Mapnet cards in the fire alarm panel cannot be reused and they will be replaced with the new IDnet device communication cards in the new fire alarm panel.

Johnson Controls Fire Protection (JCFP) will replace the existing fire alarm control panel on a 1 for 1 basis due to the fire alarm control panels and parts for the fire alarm control panel being obsolete. JCFP will provide and install a new Simplex 4007ES fire control panel in the breakroom and install a new annunciator/remote display in the dispatch room. Excludes replacement of strobes or horn strobes and will reuse all existing fire alarm devices except previously mentioned devices. JCFP has also excluded and will reuse existing wire, IDnet compatible smoke detectors, and existing strobes and horn strobes.

Controls
Note: Excludes price for replacement of any devices not specified.

Fire alarm drawings will be modified to support the new fire alarm system and the power requirement changes. City and submittal fees, test time with AHJ are excluded.

Standard Inclusions:

All work to be performed Monday through Friday, between the hours of 8am & 5pm Factory trained engineers, and technicians
Shop drawings as required
Equipment and equipment termination
System start up, programming, testing and certification All inspections scheduled through a 3rd party (not JCFP) require a written 72 hour notice Sales tax, freight
One year warranty
• Pricing in effect for 30 days from date of quotation
• All of Johnson Controls Fire Protection terms and conditions • Any and all additions and / or changes shall be negotiated and approved prior to delivery Standard Exclusions:

Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America @ 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Johnson Controls Fire Protection LP
3568 Ruffin Road South
Johnson San Diego, CA 92123
Uriel Servin Jr (619) 209-9045
Controls
• Access panels
Unspecified demolition
After hours, weekends, or holidays
Bid or performance bond
Unspecified performed fire watch
OCIP/CCIP/PSI/PLP premiums and or inclusions
• Unspecified phased scheduling
• Parking fees
3RD Party agency / consultant review, OSHPD, or DSA, etc...

New Duct Detection, dampers or mechanical work
:

Fire alarm drawings will be modified to support the new fire alarm system and the power requirement changes. City and submittal fees, test time with AHJ are excluded.

Standard Inclusions:

All work to be performed Monday through Friday, between the hours of 8am & 5pm Factory trained engineers, and technicians
Shop drawings as required
Equipment and equipment termination
System start up, programming, testing and certification All inspections scheduled through a 3d party (not JCFP) require a written 72 hour notice Sales tax, freight
One year warranty
Pricing in effect for 30 days from date of quotation
All of Johnson Controls Fire Protection terms and conditions • Any and all additions and / or changes shall be negotiated and approved prior to delivery Standard Exclusions:

Any changes to original project scope required as a result of city plan check, rough-in or final inspections All conduit, back boxes, sleeves and penetrations, pull strings Device counts provided by owner, any additional devices will be quoted separately All unspecified control wire and path past the point of JCFP modules Maintenance and / or repairs of existing systems
3D and BIM document requirements
PE or FPE review and stamp of shop drawings
Required phone line/s for monitoring
All asbestos related work
Patching, painting, trenching, cutting, drilling
Fire rated backboards for installing panels
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Johnson Controls Fire Protection LP
3568 Ruffin Road South
Johnson San Diego, CA 92123
Uriel Servin Jr (619) 209-9045
Controls
Johnson Controls Fire Protection LP Quotation
To: Project: Calexico Police Department- 4020 Panel -
City Of Calexico CPQ-493469
608 Heber Ave Johnson Controls Reference: 650493469
CALEXICO, CA 92231-2840 Proposal #: 1
Date: 05/30/2024
Page: 1 of 15
Johnson Controls is pleased to offer for your consideration this quotation for the above project Scope of Work
Project: Calexico Police Department Fire Alarm Panel
•
Documents: Existing Fire Alarm As-Builts
Provide labor, material, and equipment to replace the existing Simplex 4020 fire alarm control panel in the dispatch room. Replace the existing six (6) pull stations, two (2) monitor modules, eight (8) duct detectors, and three (3) old smoke detectors due to the Mapnet and Mapnet Il communications being obsolete. Existing Mapnet cards in the fire alarm panel cannot be reused and they will be replaced with the new IDnet device communication cards in the new fire alarm panel.

Johnson Controls Fire Protection (JCFP) will replace the existing fire alarm control panel on a 1 for 1 basis due to the fire alarm control panels and parts for the fire alarm control panel being obsolete. JCFP will provide and install a new Simplex 4007ES fire control panel in the breakroom and install a new annunciator/remote display in the dispatch room. Excludes replacement of strobes or horn strobes and will reuse all existing fire alarm devices except previously mentioned devices. JCEP has also excluded and will reuse existing wire, IDnet compatible smoke detectors, and existing strobes and horn strobes.

Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP, ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 5 of 15

IMPORTANT NOTICE TO CUSTOMER
termination and refund any amounts paid in advance.

For Customers locatod 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 rédigó en anglais à la demande el avec l'assentiment du client.

CUSTOMER ACCEPTANCE:

In accepting this Agreement, Customer agrees to the terms and conditions contained herein including those on the following page(s) of this Proposal 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 Customer may issue. Any changes requested by Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized by the parties in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT.

Customer agrees to pay Johnson Controls pursuant to the progress-based billing schedule of values set forth below, If the schedule of values includes an upfront deposit, it will be paid within 30 days of contract signing and Johnson Controls will not commence work until the upfront deposit is received. Customer agrees to pay for materials, goods, and equipment (ordered, delivered, or stored) pursuant to the schedule of values, prior to installation commencement. The remaining portion of the total price will be progress billed through completion of the work. Johnson Controls progress based billing can also include any services performed on-site or off-site. All invoices will be delivered via Email, paid via Electronic Funds Transfer and are due PWP from the date of invoice. Electronic Funds Transfer details will be provided upon contract execution. The proposed total price is contingent upon Customer agreeing to these payment and invoicing terms.

Planned Monthly Progress Billing Schedule of Values
Item # Description %
1 Deposit 30%
2 Mobilization
3 Engineering
4 Material
5 Installation
6 Commissioning
*To be mutually agreed upon in writing at a later date
Ofices & Eproseculies in Principal comes shout erNierth America @ 2021 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED :
:

Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 6 of 15
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: _
Deposit invoice accepted (%)i (
No Yes
....
....

Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED •.
•
Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson roposa. #:
ate: 05/30/202
Controls Page: 7 of 15
Offered By: Accepted By: (Customer)
Johnson Controls Fire Protection LP Company:
3568 Ruffin Road South Address:

Signature:

San Diego, CA 92123 Title:

Telephone: Uriel Servin Jr (619) 209-9045
Date:

Representative:

Email: [email protected]
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Prosection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 8 of 15
TERMS AND CONDITIONS Company's reasonable collection costs, including legal (Rev. 12.14.23) fees and expenses.

Customer agrees ta look exclusively to the
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America @ 2024 Jahnson Controls Fire Protection LP. ALL RIGHTS RESERVED Johnson Controls Fire Protection LP
3568 Ruffin Road South
Johnson San Diego, CA 92123
Uriel Servin Jr (619) 209-9045
Controls
Access panels
Unspecified demolition
After hours, weekends, or holidays
Bid or performance bond
Unspecified performed fire watch
OCIP/CCIP/PSI/PLP premiums and or inclusions
Unspecified phased scheduling
Parking fees
3RD Party agency / consultant review, OSHPD, or DSA, etc..

New Duct Detection, dampers or mechanical work
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal. Cities throughout North America @ 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 4 of 15
:

Material Total: $17,683.45
Internal Labor Total: $20,318.5:

Total net selling price, FOB shipping point, $38,001.98 •
Sales tax :$1,458.88
Total Price with Sales Tax $39,460.86
o the extent applicable, Johnson Controls has included an estimate for all state and local sales tax for this quote. The actual sales ta i be calculated and billed upon issuance of an invoice, unless a valid exemption and/or resale certificate is received by Johnsol Payment Options:

Johnson Controls Capital Funding Solutions
Offering flexible solutions for your business needs! Allows for payment over time for products and installation costs with no down payment requirement. We offer a fast turnaround time with a simple web-based application and closing process.

For more information on JC Capital funding solutions, please forward this proposal along with any questions to your sales representative.

Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 5 of 15

IMPORTANT NOTICE TO CUSTOMER
services may be provided.
termination and refund any amounts paid in advance.

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 contral a élé rédigé en anglais à la demande et avec l'assentiment du client CUSTOMER ACCEPTANCE:

In accepting this Agreement, Customer agrees to the terms and conditions contained herein including those on the following pages) of this Proposal and any attachments or riders attached hereto that contain additional terms and anditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditior any purchase order or other document that Customer may issue. Any changes requested by Customer after th execution of this Agreement shall be paid for by the Customer and such changes shall be authorized by the parties in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT.

Customer agrees to pay Johnson Controls pursuant to the progress-based billing schedule of values set forth below. If the schedule of values includes an upfront deposit, it will be paid within 30 days of contract signing and Johnson Controls will not commence work until the upfront deposit is received. Customer agrees to pay for materials, goods, and equipment (ordered, delivered, or stored) pursuant to the schedule of values, prior to installation commencement. The remaining portion of the total price will be progress billed through completion of the work. Johnson Controls progress based billing can also include any services performed on-site or off-site. All invoices will be delivered via Email), paid via Electronic Funds Transfer and are due PWP from the date of involce. Electronic Funds Transter details will be provided upon contract execution. The proposed total price is contingent upon Customer agreeing to these payment and invoicing terms.

Planned Monthly Progress Billing Schedule of Values
Item# Description %
1 Deposit 30%
2 Mobilization 10%
3 Engineering TBD*
4 Material TBD*
5 Installation TBD*
Commissioning TBD*
*To be mutually agreed upon in writing at a later date ---and A Offices & Represcuit, onal one are sun North America
© 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-49346 Johnson Controls Reference: 65049346
Johnson Proposal #: 1.

Date: 05/30/2024
Controls Page: 6 of 15
This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above.

To ensure that JC! 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:

Deposit Invoice accepted (
No • Yes
Fire, Security, Communications, Sales & Service
Offices & Representatives in Princioal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED •.

Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls
•
Offered By: Accepted By: (Customer)
Johnson Controls Fire Protection LP Company:
3568 Ruffin Road South Address:

Signature:

San Diego, CA 92123 Title:

Telephone: Uriel Servin Jr (619) 209-9045 Date:

Representative:

Email: [email protected]
ire, Security, Communications, Sales & Servic
ffices & Representatives in Principal Citles throughout North Americ © 2024 Johnson Contrals Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 8 of 15
TERMS AND CONDITIONS Company's reasonable collection costs, including legal (Rev. 12.14.23) fees and expenses.

1. Deposit, Invoicing and Payments. Customer agrees 2. Pricing. The pricing set forth in this Agreement is to pay Johnson Controls pursuant to the progress-based based on the number of devices to be installed and billing schedule of values set forth in Johnson Controls' services to be performed as set forth in the Scope of proposal. if the schedule of values includes an upfront Work ("Equipment" and "Services"). If the actual number deposit, it will be paid within 30 days of contract signing of devices installed or services to be performed is and Johnson Controls will not commence work until the greater than that set forth in the Scope of Work, the upfront deposit is received. Customer agrees to pay for price will be increased accordingly. If this Agreement materials, goods, and equipment (ordered, delivered, or extends beyond one year, Company may increase stored) pursuant to the schedule of values, prior to prices upon notice to the Customer. installation commencement. The remaining portion All stated prices are exclusive of and Customer agrees the total price will be progress billed through completion lo pay any taxes, tariffs, false alarm of the work. Johnson tossessments, installation or alarm permits, and levies or Controls progress-based billing
can also include any services performed on-site or off other similar charges imposed and/or enacted by a site. Invoicing disputes must be identified in writing government, however designated or imposed, including within 21 days of the invoice date. Payments of any but not limited to value-added and withholding taxes that disputed amounts are due and payable upon resolution. are levied or based upon the amounts paid under this All invoices will be delivered via Email, paid via Agreement. This Agreement is entered into with the Electronic Funds Transfer and are due PWP days from understanding that the services to be provided by the date of invoice. Electronic Funds Transfer details will Company are not subject to any local, state, or federal provided upon contract execution. The proposed prevailing wage statute. If it is later determined that total price is contingent on Customer agreeing to these ocal. state, or federal prevailing wage rates apply to the payment and invoicing terms. In exchange for close-out services to be provided by Company, Company reserves documents to be provided by Company, Customer the right to issue a modification or change order to agrees to pay Company the remaining project balance adjust the wage rates to the reguired prevailing wage when on-site labor is completed and prior to any final rate. Customer agrees to pay for the applicable inspections. Customers without established satisfactory prevalling wage rates credit and Customers who fail to pay amounts when due Prices in any quotation or proposal from Company are may be required to make payments of cash in advance, subject to change upon notice sent to Customer at any upon delivery or as otherwise specified by Company. time before the quotation or proposal has been Company reserves the right to revoke or modify accepted, Prices for products covered by this Customer's credit in its sole discretion. Customer Agreement may be adjusted by Company, upon notice acknowledges and agrees that timely payments of the to Customer at any time prior to shipment and full amounts listed on invoices is an essential term of regardless of Customer's acceptance of the Company's this Agreement and that Customer's failure to make proposal or quotation, to reflect any increase in payment when due is a material breach of this Company's cost of raw materials (e.g., steel, aluminum) Agreement. Customer further acknowledges that if there inability to secure Products, changes or increases in is any amount outstanding on an invoice, it is material to law, labor, taxes, duties, tariffs or quotas, acts of Company and will give Company, without prejudice to government, any similar charges, or to cover any extra, any other right or remedy, the right to, without notice: (i) unforeseen and unusual cost elements. suspend, discontinue or terminate performing any 3. Alarm Monitoring Services. Any reference to alarm services and/or withhold further deliveries of equipment monitoring services in this Agreement is included for and other materials, terminate or suspend any unpaid pricing purposes only. Alarm monitoring services are software licenses, and/or suspend Company's performed pursuant to the terms and conditions of obligations under or terminate this Agreement; and (ii) Company's standard alarm monitoring services charge Customer interest on the amounts unpaid at a agreement. rate equal to the lesser of one and one half (1.5) percent 4. Code Compliance. Company does not undertake an month or the maximum rate . permitted under obligation to inspect for compliance with laws applicable law, until payment is made in full. Company's regulations unless specifically stated in the Scope of election to continue providing future services does not, Work. Customer acknowledges that the Authority Having in any way diminish Company's right to terminate or
suspend services or exercise any or all requirements
sure seers Agreement. Company shal
liable for any damages, claims, expenses, or liabilities equipment required will be provided at an additional cost arising from or relating to suspension of services for to Customer. non-payment. In the event that there are exigent 5. Limitation of Liability; Limitations of Remedy. It is circumstances requiring services or the Company understood and agreed by the Customer that otherwise performs services at the premises following Company is not an insurer and that insurance suspension, those services shall be governed by the coverage shall be obtained by the Customer and terms of this Agreement unless a separate contract is that amounts payable to company hereunder are executed. If Customer disputes any late payment notice based upon the value of the services and the scope or Company's efforts to collect payment, Customer shal of liabilitv set forth in this Agreement and are immediately notify Company in writing and explain the unrelated to the value of the Customer's property basis of the dispute. Customer agrees to pay all of and the property of others located on the premises Customer agrees to look exclusively to the
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVEO Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 9 of 15
Customer's insurer to recover for injuries Dr Terrorism" as defined in 6 C.F.R. 25.2, when QATT have damage in the event of any loss or injury and that been deployed in defense against, response to, or Customer releases and waives all right of recovery recovery from such Act of Terrorism. against Company arising by way of subrogation. 7. General Provisions. Customer has selected the Company makes no guaranty or Warranty, including
any implied warrantv of merchantability or fitness
for a particular purpose that equipment or services
supplied by Company will defect or avert erformed during normal working hours occurrences or the consequences therefrom that vorking days (8:00 a.m. - 5:00 p.m., Monday througl the equipment or service was designed to detect or Friday, excluding Company holidays), as defined by avert. It is impractical and extremely difficult to fix Company, unless additional times are specifically the actual damages, if any, which may proximately described in this Agreement. Company will perform the result from failure on the part of Company to services described the Scope of Work section perform any of its obligations under this
Agreement. Accordingly, Customer agrees that, escribed in the Scope of Work section or Company shall be exempt from liability for any loss, attachments ("Covered Systems)"). The Customer shall damage or injury arising directly or indirectly from promptly notify Company of any malfunction in the occurrences, or the consequences therefrom, which Covered Systems) which comes to Customer's the equipment or service was designed to detect or attention. This Agreement assumes the Covered avert. Should Company be found liable for any loss, System(s) are in operational and maintainable condition damage or injury arising from a failure of the as of the Agreement date. If, upon initial inspection, equipment or service in any respect, Company's Company determines that repairs are recommended, liability shall be limited to an amount equal to the repair charges will be submitted for approval prior to any Agreement price (as increased by the price for any work. Should such repair work be declined Company additional work) or where the time and material shall be relieved from any and all liability arising payment term is selected, Customer's time and therefrom. Unless otherwise specified in this Agreement, material payments to Company to be calculated with any inspection (and, if specified, testina) provided under reference to payments made at the time the loss is this Agreement does not include any maintenance sustained. Where this Agreement covers multiple repairs, alterations, replacement of parts, or any field sites, liability shall be limited to the amount of the adjustments whatsoever, nor does it include the payments allocable to the site where the incident correction of any deficiencies identified by Company to occurred. Such sum shall be complete and Customer. Company shall not be responsible for exclusive. In no event shall Company be liable for equipment failure occurring while Company is in the any damage, loss, injury, or any other claim arising process of following its inspection techniques, where the from any servicing, alterations, modifications, tailure also results from the age ar obsolescence of the changes, or movements of the Covered Systems) item or due to normal wear and tear. This Agreement or any of its component parts by Customer or any does not cover systems, equipment, components or third party. To the maximum extent permitted by law, PARTS THAT are below grade, behind walls or other In no event shall Company and its affiliates and their obstructions or exterior to the building, electrical wiring, respective personnel, suppliers and vendors be and piping.

Ilable to Customer or any third party under any 8. Customer Responsibilities. Customer shall furnish cause of action or theory of liability, even if advised all necessary facilities for performance of its work by of the possibility of such damages, for any (a) Company, adequate space for storage and handling of special, incidental, consequential, punitive or materials, light, water, heat, heat tracing, electrical indirect damages of any kind; (b) loss of profits, service, local telephone, watchman, and crane and revenues, data, customer opportunities, business, elevator service and necessary permits. Where wet pipe 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 he benefit of all parents, subsidiaries and affiliates
of Company, whether direct or indirect, Company's
employees, agents, officers and directors.

6. Reciorocal | Waiver of Claims (SAFETY Act).

Certain 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. 68 441-444 (the "SAFETY
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 • Provide a safe work environment, in the event of an for any losses, including business Interruption losses, emergency or Covered Systems) failure, take reasonable safety precautions to protect against
resulting from an activity resulting personal injury, death, and property damage, Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED roject: Calexico Police Department- 4020 Panel - CPQ-49346 ohnson Controls Reference: 65049346
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 10 of 15
continue such measures until the Covered Systems) vapor, dust or fume or the creation of an oxygen- are operational, and notify Company as soon as deficient atmosphere may occur, possible under the circumstances. • "permit confined space," as defined by OSHA for work • Provide Company access to any systems) to be performed by Company in the United States, serviced, • risk of infectious disease,
• Comply with all faws, codes, and regulations • need for air monitoring, respiratory protection, or pertaining to the equipment and/or services provided other medical risk, under this Agreement. • asbestos, asbestos-containing material, formaldehyde Customer is solely responsible for the establishment, or other potentially toxic or otherwise hazardous operation, maintenance, access, material contained in or on the surface of the floors, aspects of its computer network (Network") and shall walls, ceilings, insulation or other structural supply Company secure Network access for providing components of the area of any building where work is its services. Products networked, connected to the
internet, or otherwise connected to computers or other required to be performed under this Agreement. devices must be appropriately protected by Customer All of above are hereinafter referred to as and/or end user against unauthorized access. Customer "Hazardous Conditions". Company shall have the right is responsible to take appropriate measures, including to rely on the represenfations listed above. If hazardous performing back-ups, to protect information, including conditions are encountered by Company during the without limit data, software, or files (collectively "Data") course of Company's work, the discovery of such materials shall constitute an event beyond Company's
prior to receiving the service or products work includes Excavation. control and Company shall have no obligation to further excavation, Customer shall pay. as an extra to the perform in the area where the hazardous conditions contract price, the cost of any additional work performed exist until the area has been made safe by Customer as by Company dues to water, quicksand, rock or other certified in writing by an independent testing agency, untoreseen condition or obstruction encountered or and Customer shall pay disruption expenses and re- shoring required. mobilization expenses as determined by Company. This

10.Structure and Site Conditions. While employees of Agreement does not provide for the cost of testing Company will exercise reasonable care in this respect, involving a discharge or release, capture, containment, Company shall be under not responsibility for loss or transport, removal. or disposal (collectively, the damage due to the character, condition or use of "Discharge Services") of any hazardous waste foundations, walls, or other structures not erected by materials, hazardous materials, or firefighting materials Company or resulting from the excavation in proximity including without limitation firefighting foam encountered thereto, or for damage resulting from concealed piping, In and/or discharged from any of the Covered Systems) wiring, fixtures, or other equipment or condition of water and/or during performance of the Services. Said pressure. All shoring or protection of foundation, walls or naterials shall at all times remain the responsibility and other structures subject to being disturbed by any property of Customer. Customer shall be responsible for excavation required hereunder shall be the responsibility any Discharge Services associated with such of Customer: Customer shall have all things in naterials, including all discharged firefighting foam ir readiness for installation including, without limitation, accordance with all applicable law. Company shall not structure to support the sprinkler system and related be responsible for the testing, removal or disposal of equipment (including tanks), other materials, floor or such hazardous materials. Customer shall indemnify suitable working base, connections and facilities for and hold Company harmless from and against any and erection at the time the materials are delivered. In the all claims, demands and/or damages arising in whole or event Customer falls to have all things in readiness at in part from the use of or any Discharge Services the time scheduled for receipt of materials, Customer associated with any hazardous waste, hazardous shall reimburse Company for all expenses caused by or firefighting materials including without such failure. Failure to make areas to from tan, let inin covered gamel ander ding Company with
performccuote eves. Occupational Health and Safety/OSHA shall be considered a failure to have things in readines Compliance. Customer shall indemnify and hold n accordance with the terms of this Agreemen
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
occupational health and safety for work performed ir
Canada or the Occupational Safety Health Act for work
performed by Company in the United States. (and any
written notice amendments or changes thereto) unless said claims, demands or damages are a direct result of causes
within the exclusive control of Company.
because of its construction, location, contents or work 14. Interferences. Customer shall be responsible to activity therein, accumulation of a hazardous gas, 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
Fire, Security, Communications, Sales & Service
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interferences to Company's work caused by other equipment promptly upon notice from Company. Failure trades. Customer to

15. Modifications and Substitutions. Company constitute of this Agreement. 1 reserves the right to modify materials, including
Cust Covered Systems Compensate Covered
substituting materials of later design, providing that such modifications or substitutions will not materialiv affect sponsible for anv damade to or failure of the Covere the performance of the Covered Systems). ystem(s) caused in whole or in part by such device,

16. Changes, Additions. Changes, equipment.
alterations and additions to the Scope of Work, plans 21. Reports, Where inspection and/or test services an specifications or construction schedule shall be invalid selected, such inspection and/or test shall be completes unless approved in writing by Company. Should on Company's then current Report form, which shall be 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 jurisdiction. performance of any work. However, if no agreement is
reached prior to the time for performance of said work the risk of loss to and Company elects to pertorm said work so as to avoid
delays, then Company's estimate as to the value of said noted to the system and equipment inspected and/or work shall be deemed accepted by Customer. In tested. They are not intended to imply that no other addition, Customer shall pay for all extra work requested defects or hazards exist or that all aspects of the by Customer or made necessary because of Covered Systems), equipment, and components are incompleteness or inaccuracy of plans or other under control at time of inspection. Final information submitted by Customer with respect to the responsibility for the condition and operation of the location, type of occupancy, or other details of the work Covered System(s) and equipment and components lies to be performed. In the event the layout of Customer's with Customer. facilities has been altered, or is altered by Customer 22. Limited Warranty. Subject to the limitations below, prior to the completion of the Work, Customer shall Company warrants any equipment (as distinguished advise Company, and prices, delivery and completion from the Software) installed pursuant to this Agreement dates shall be changed by Company as may be to be free from defects in material and workmanship regulred. under normal use for a period of one (1) year from the

17. Commodities Availability. Company shall not be date of first beneficial use or all or any part of the responsible for failure to provide services, deliver Covered Systems) or 18 months after Equipment products, or otherwise perform work required by this shipments, whichever is earlier, provided however, that Agreement due to lack of available steel products or Company's sole liability, and Customer's sole remedy, products made from plastics or other commodities. In under this limited warranty shall be limited to the repair the event Company is unable, after reasonable or replacement of the Equipment or any part thereof, commercial efforts, to acquire and provide steel which Company determines is defective, at Company's products, or products made from plastics or other sole option and subject to the availability of service commodities, if required to perform work required by this personnel and parts, as determined by Company.

Agreement, Customer nereby agrees that Company Company warrants expendable items, including, but not may terminate the Agreement, or the relevant portion of limited to, video and print heads. television camera the Agreement, at no additional cost and without tubes, video monitor displays tubes, batteries and penalty. Customer agrees to pay Company in full for all certain other products in accordance with the applicable work performed up to the time of any such termination. manufacturer's warranty. Company does not warrant

18. Project Claims. Any claim of failure to perform devices designed to fail in protecting the System, such against Company arising hereunder shall be deemed as, but not limited to, fuses and circuit breakers. waived unless received by Company, in writing Company warrants that any Company software specifically setting forth the basis for such claim, within described in this as well as software ten (10) days after such claims arises. contained in or sold as part of any Equipment described

19. Back charges. No charges shall be levied against in this Agreement, will reasonably conform its published specifications in effect at the time of delivery Company to correct any alleged and for ninety (90) days after Customer agrees and as afterges that the solvare However, deficiencies which are alleged to necessitate such
charges and unless such alleged deficiencies are solely may have inherent defects because of its complexity. and directly caused by Company. Company's sole obligation with respect to software, and

20. System Equipment. The purchase of equipment or Customer's sole remedy, shall be to make available peripheral devices (including but not limited to smoke published modifications, designed to correct inherent infrared detectors, defects,
detecter system compared, erersher and ses neriod. Repair Services included rom Company shall be subject to the terms Agreement. Company warrants that its workmanship and material for repairs made pursuant to this
congment of yes great device Company sen Agreement will be free from defects for a period of equipment, which is attached to the Covered Systems), ninety (90) days from the date of furnishing.

EXCEPT AS EXPRESSLY SET FORTH HEREIN,
with the proper byeraton of the Covered Systems),

COMPANY DISCLAIMS ALL WARRANTIES,
Customer shall remove or replace such device EXPRESS OR IMPLIED. INCLUDING BUT NOT Fire, Security, Communications, Sales & Service
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LIMITED TO ANY IMPLIED WARRANTIES OF of administration and preparation that are difficult to MERCHANTABILITY OR FITNESS FOR estimate or determine. Accordingly, should Customer PARTICULAR PURPOSE WITH RESPECT TO THE terminate this Agreement as described above, Customer SERVICES PERFORMED OR THE PRODUCTS, agrees to pay all charges incurred for products and SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED equipment installed and services performed, and in HEREUNDER. addition pay an amount equal to twenty (20%) percent Warranty service will be performed during Company's of the price of products and equipment not yet delivered normal working hours. If Customer requests warranty and Services not yet performed, return all products and service at otner than normal working hours, service will equipment delivered and pay a restocking fee of twenty be performed at Company's then current rates for after (20%) percent the price of products or equipment ours services. All repairs or adjustments that are or may returned. company may terminate this Agreement become necessary shall be performed by and mmediately at its sole discretion upon the occurrence o authorized representative of Company, Any repairs, any Event of Default as hereinafter defined. If adjustments or interconnections performed by Customer Company's performance of its obligations becomes or any third party shall void all warranties. Company impracticable due to obsolescence or unavailability of makes no and specifically disclaims all representations systems, equipment, or products (including component or warranties that the products, software or parts and/or materials) or because the Company or its third party product or so ferre will be secure from ce or supplier(s) has discontinued the manufacture or the sale threats, hacking or other similar malicious activity, or will of the equipment and/or products or is no longer in the detect the presence of, or eliminate, treat, or mitigate business ot providing the Services, Company may the spread transmission, or outbreak of any pathogen, terminate this Agreement, or the affected portions, at its disease, virus or other contagion, including but not sole discretion upon notice to Customer. Company may limited to COVID-19. Unless agreed to in writing by the terminate this Agreement, or the affected portions, at its any technical support, assistance, or advice sole discretion upon notice to the Customer "Technical Support") provided by Company, such as Company's performance of its obligations are prohibited suggestions as to design use and suitability of the because of changes in applicable laws, regulations or products for the customer's application, is provided in codes. good faith, but Customer acknowledges and agrees that 26. Default. An Event of Default shall be (a) failure of Company is not the designer, engineer, or installer of Customer to pay any amount when due and payable, (b) record, Support is provided for abuse of the System or the Equipment, (c) dissolution, informational purposes only and shall not be construed termination, discontinuance, insolvency or business as a representation or warranty, express or implied, failure of Customer. Upon the occurrence of an Event of concerning the proper selection, use, and/or application Default, Company may pursue one or more of the of products. Customer assumes exclusive responsibility following remedies: (i) discontinue furnishing Services for determining if the equipment and products supplied and delivering Equipment, (il)) by written notice to by Company are suitable for its intended application and Customer declare the balance of unpaid amounts due all risk and liabilitv, whether based in contract. tort or and to become due under this Agreement to be otherwise, in connection with its application and use of immediately due and payable; (iii) receive immediate the products. possession of any Equipment for which Customer has

23. Indemnity. Customer agrees to indemnify, hold not paid; (iv) proceed at law or equity to enforce harmless and defend Company against any and all performance by Customer or recover damages for losses, damages, costs, including expert fees and costs, breach of this Agreement, and (v) recover all costs and and expenses including reasonable defense costs, including without limitation reasonable arising from any and all third party claims for personal attorneys' expenses fee in connection with enforcing or
injury, death, property damage or economic loss, attempting to enforce this Agreement. including specifically any damages resulting from the 27, Exclusions. Unless expressly included in the Scope exposure of workers to Hazardous Conditions whether of Work, this Agreement expressly excludes, without or not Customer pre-notifies Company of the existence limitation, testing inspection and repair of duct detectors, of said hazardous conditions, arising in any way from beam detectors, and UV/R equipment; provision of fire any act or omission of Customer or Company relating in watches; clearing of ice blockage; draining of improperly any way to this Agreement, including but not limited pitched piping; replacement of batteries; recharging of the Services under this Agreement, whether such claims chemical suppression systems; reloading of, upgrading, are based upon contract, warranty, tort (including but not and maintaining computer software; system upgrades imited to active or passive negligence), strict liability or and the replacement of obsolete systems, equipment, otherwise. Company reserves the right to select counsel components or parts; making repairs or replacements o represent it in any such action necessitated by reason of negligence or misuse of

24. Insurance. Customer shall name Company, its components or equipment or changes to Customer's officers, employees, agents, subcontractors, suppliers, premises, vandalism, corrosion (including but not limited and representatives as additional insureds on • micro-bacterially induced corrosion ("MIC"), powel Customer's general liability and auto liability policies. failure, current fluctuation, failure due to non-Company Termination. Any termination under the terms of installation, lightning, electrical storm, or other severe this Agreement shall be made in writing. In the event weather, water, accident, fire, acts of God or any othel Customer terminates this Agreement prior to completion cause external to the Covered Systems). Repair for any reason not arising solely from Company's Services provided pursuant to this Agreement do not performance or failure to perform, Customer cover and specifically excludes system upgrades and understands and agrees that Company will incur costs the replacement of obsolete systems, equipment, Fire, Security, Communications, Sales & Service
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components or parts. All such services may be provided arising out of or relating to the Agreement, or the breach by Company at Company's sole discretion at an thereof, shall be submitted to a court of law or arbitrated. additional charge. If Emergency Services are expressly For Customers located in the United States, the laws of included in the scope of work section, the Agreement and Interpretation of tves Agreement, ence regar
price does not include travel expenses. Agreement, without regard to

28. No Option to Solicit. Customer shall not, directly or conflicts of law principles thereof. and the exclusive indirectly, on its own behalf or on behalf of any other venue for any such litigation or arbitration shall be ir person, business, corporation or entity, solicit or employ Milwaukee. Wisconsin. For customers located in any Company employee, or induce any Company Canada, this agreement shall be governed by and be employee to leave his or her employment, for a period of construed in accordance with the laws of Ontario, two years after termination of this Agreement. without regard to conflicts of law principles thereof, and

29. Force Majeure; Delays. Company shall not be the exclusive venue for any such litigation or arbitration liable, nor in breach or default of its obligations under shall be in Ontario, Canada. The parties waive any this Agreement, for delays, interruption, failure to render objection to the exclusive jurisdiction of the specified services, or any other failure by Company to perform an forums, including any objection based on forum non obligation under this Agreement, where such delay, conveniens. In the event the matter is submitted to a interruption or failure is caused, in whole or in part, court, Company and Customer hereby agree to waive directly or indirectly, by a Force Majeure Event. A their right to trial by jury. In the event the matter is "Force Majeure Event" is a condition or event that is submitted to arbitration by Company, the costs of beyond the reasonable control of Company, whether arbitration shall be borne equally by the parties, and the foreseeable or unforeseeable, including without arbitrator's award may be confirmed and reduced to limitation, acts of God, severe weather (including but not judgment in any court of competent jurisdiction. Except limited to hurricanes, tornados, severe snowstorms or as provided below, no claim or cause of action, whether severe rainstorms), wildfires, floods, earthquakes, known or unknown, shall be brought by either party seismic disturbances, or other natural disasters, acts or against the other more than one year after the claim first omissions of any governmental authority (including arose. Claims not subject to the one-year limitation change of any applicable law or regulation), epidemics, include claims for unpaid: (1) contract amounts (2) pandemics, disease, viruses, quarantines, or other change order amounts (approved or requested) and (3 public health risks and/or responses thereto, delays and/or work inefficiencies. Customer will pav all condemnation, strikes, lock-outs, labor disputes, an of Company's reasonable collection costs (including increase of 5% or more in tariffs or other excise taxes for legal tees and expenses) materials to be used on the project, fires, explosions or 31. Assignment. This Agreement is not assignable by other casualties, thefts, vandalism, civil disturbances, the Customer except upon written consent of Company insurrection, mob violence, riots, war or other armed first being obtained. Company shall have the right to conflict (or the serious threat of same), acts of terrorism, assign this Agreement, in whole or in part, or to electrical power outages, interruptions or degradations subcontract any of its obligations under this Agreement in telecommunications, computer, network, or electronic without notice to Customer. communications systems, data breach, cyber-attacks, 32. Entire Agreement. The parties intend this ransomware, unavailability or shortage of parts, Agreement, together with any attachments or Riders materials, supplies, or transportation, or any other cause (collectivelv the "Agreement) to be the final, complete or casualty beyond the reasonable control of Company. and exclusive expression of their Agreement and the If Company's performance of the work is delayed, terms and conditions thereof. This Agreement impacted, or prevented by a Force Majeure Event or its supersedes all prior representations, understandings or continued effects, Company shall be excused from agreements between the parties, written or oral, and performance under the Agreement. Without limiting the shall constitute the sole terms and conditions of sale for generality of the foregoing, if Company is delaved in
all equipm and seems No wondering ter
achleving one or more of the scheduled milestones se modification of any terms or conditions he Agreement due to a Force Majeure Eveni Agreement shall be binding on Company unless made Company will be entitled to in writing and signed by an Authorized Representative of completion date by the amount of time that Company company was delayed as a result of the Force Majeure Event, sala by any coy or other competent a rey to be plus such additlonal time as may be
necessary to overcome the effect of the delay. To the void unenforceable in or in part, extent that the Force Majeure Event directly or indirectly Agreement will continue to be valid as to the other increases Company's cost to perform
Customer is obligated to reimburse Company for such hom is custome a lenimal ego te necret in increased costs, including, without limitation, costs
incurred by Company for additional, labor, inventory connection with Company enforcing the terms and storage, expedited shipping fees, trailer and equipmen conditions of this Agreement. rental fees, subcontractor fees, compliance with 35. Software and Digital Services. vaccination requirements, or other costs and expenses Digital Enabled Services. Data. If Company provides incurred by Company in connection with the Force Digital Enabled Services under this Agreement, these Majeure Event. Digital Enabled Services require the collection, transfer

30. One-Year Claims Limitation; Forum; Choice of and ingestion of building, equipment, system time Law.Company shall have the sole and exclusive right to serivare applittions. Customer consents to and grand other data to Company's cloud-hosted determine whether any dispute, controversy or claim
Pire, Security, Communications, Sales & Service
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Company the right to collect, transfer, ingest and use the Software Subscription, such Software Subscription such data to enable Company and its affiliates and will automatically renew for consecutive one (1) year agents to provide, maintain, protect, develop and terms (each a "Renewal Subscription Term"), unless improve the Digital Enabled Services and Company either party provides the other party with a notice of products and services. Customer acknowledges that, at least ninety (90) days prior to the while Digital Enabled Services generally improve expiration of the then-current term. To the extent equipment performance and services, Digital Enabled permitted by applicable law, Software Subscriptions Services do not prevent all potential malfunction, insure purchases are non-cancelable and the sums paid against all loss, or guarantee certain level of nonrefundable. Fees for Software Subscriptions. shall performance. Customer shall be solely responsible for be paid annually ~ In advance, invoiced on the he establishment, operation maintenance, access, Subscription Start Date and each subsequent security and other aspects of its computer network anniversary thereof. Unless otherwise agreed by the "Network"), shall appropriately protect hardware and parties in writing, the subscription fee for each Renewal products connected fo the Network and will supply Subscription Term will be priced at Company's then- Company secure Network access for providing Its Digita applicable list price for that Software offering. Any use Enabled Services. As used herein, of Software that exceeds the scope, metrics or volume Services" mean services provided hereunder that set forth in this Agreement will be subject to additional employ Company software and related equipment fees based on the date such excess use began. installed at Customer facilities and Company cloud- 36. Electronic Media. Electronic Media. Either party hosted software offerings and fools to improve, develop, may scan, fax, email, image, or otherwise convert this and enable such services. Digital Enabled Service may Agreement into an electronic format of any type or form, include, but are not limited to, (a) remote servicing and now known or developed in the future. Any unaltered or inspection, (b) advanced equipment fault detection and unadulterated copy of this Agreement produced from diagnostics, and (c) data dashboarding and health such an electronic format will be legally binding upon reporting. If Customer accesses and uses Software that the parties and equivalent to the original for all is used to provide the Digital Enabled Services, the purposes, including litigation. Company may rely upon Software Terms (defined below) will govern such access Customer's assent to the terms and conditions of this and use. Agreement, if Customer has signed this Agreement or Digital Solutions. Use, implementation, and demonstrated Its intent to be bound whether by deployment of the software and hosted software electronic signature or otherwise. products ("Software") offered under these terms shall be 37. Lien Legislation. Notwithstanding anything to the subject to, and governed by, Company's standard terms contrary contained herein, the terms of this Agreement for such Software and Software related professional shall be subject to the lien legislation applicable to the services in effect from time to time at location where the work will be performed, and, in the www.johnsoncontrols.com/techterms (collectively, the event of conflict, the applicable lien legislation shall "Software Terms"). Specifically, the Company General prevail.

Soilere all improvements to the are The Customer acknowledges Company's Privacy Notice and Software. strictly to the extent consent is mandatorily required Software that is licensed hereunder is licensed subject under applicable law, Customer consents to such to the Software Terms and not sold. If there is a conflict collection, processing and transfer. the between the other terms herein and the Software Terms, consent to such collection, processing and transfer by the Software Terms shall take precedence and govern Company is mandatorily required from Customer's with respect to rights and responsibilities relating to the personnel under applicable law, Customer warrants and Software, its implementation and deployment and any represents that it has obtained such consent. improvements thereto, 39. FAR. Company supplies "commercial items" within Notwithstanding any other provisions of this Agreement meaning of the Federal Acquisition Regulations and unless otherwise agreed to by the parties in writing, (FAR), 48 CFR Parts 1-53. As to any customer order for the following terms apply to Software that is provided to a U.S. Government contract, Company will comply only Customer on a subscription basis (i.e., a time limited with those mandatory flow-downs for commercial item icense or use right), (each a "Software Subscription") and commercial services subcontracts listed either at Each Software Subscription provided hereunder wil FAR 52.244-6, or 52.212-5(e)(1), as applicable. commence on the date the initial credentials for the 40. LICENSE INFORMATION (ÜS SECURITY SYSTEM Software are made available (the "Subscription Start CUSTOMERS): AL Alabama Electronic Security Board Date) and will continue in effect untll the expiration of Licensure Vaughn the subscription term noted herein. At the expiration of Montgomer labana 6116(34264-9388: AR Fire, Security, Communications, Sales & Service
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Regulated by: Arkansas Board of Private Investigators IMPORTANT NOTICE TO CUSTOMER And Private Security Agencies, #1 State Police Plaza This Agreement is contingent on credit approval, which Drive, Little Rock 72209 (501) 618-8600: CA Alarm may be checked at JCI's discretion and requires final company operators are licensed and regulated by the approval of a JCI authorized manager before any Security Investigative Services, equipment/services may be provided. Should credit Department of Consumer Affairs, Sacramento, CA, and/or approval be declined, this Agreement will be 95814. Upon completion of the installation of the alarm terminated and JCl's only obligation to customer will be system, the alarm company shall thoroughly instruct the to notify Customer of such termination and refund any purchaser in the proper use of the alarm system: Failure amounts paid in advance. In accepting this Proposal by the licensee, without legal excuse, to substantially Customer agrees to the terms and conditions contained commence work within 20 days from the approximate herein and any attachments or riders attached hereto date specified in the agreement when the work will that contain additional terms and conditions. It is begin is a violation of the Alarm Company Act: NY understood that these terms and conditions shall prevail Licensed by N.Y.S. Department of the State: TX Texas over any variation in terms and conditions on any Commission on Private Security, 5805 N. Lamar Blvd., purchase order or other document that the Customer Austin, 78752-4422 512-424-7710.License numbers
nay issue. Any changes in the system requested by the
available at www.johnsoncontrols.com or contact youl Customer after the execution of this Agreement shall be local Johnson Controis office.
paid for by Customer and such
authorized in writing. ATTENTION IS DIRECTED TO

THE LIMITATION WARRANTY,

INDEMNITY AND OTHER CONDITIONS ON THE
PRECEDING PAGES. This proposal shall be void i
no the protes al. writing within 30 days from the date
For Customers located in Canada, this Fire Domair
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 er
analais à la demande et avec l'assentiment du client.
ire, Security, Communications, Sales & Servic
ffices & Renresentatives in Princinal Cities throughout North Americ © 2024 Johnson Controls Fire Protection LP, ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
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Customer's insurer to recover for injuries or Terrorism" as defined in 6 C.F.R. 25.2, when QATT have damage in the event of any loss or injury and that been deployed in defense against, response to, Customer releases and waives all right of recovery recovery from such Act of Terrorism, against Company arising by way of subrogation. 7. General Provisions. Customer has selected the Company makes no guaranty or Warranty, including service level desired after considering and balancing any implied warranty of merchantability or fitness various levels of protection afforded, and their related for a particular purpose that equipment or services costs. All work to be performed by • will be supplied by Company will detect hours of
or avert
occurrences or the consequences therefrom that
the equipment or service was designed to detect or defined by avert. It is impractical and extremely difficult to fix unless additional times are specifically the actual damages, if any, which may proximately described in this Agreement. Company will perform the result from failure on the part of Company to services described in the Scope of Work section perform any of its obligations under this "Services") for one or more systems) or equipment as Agreement. Accordingly, Customer agrees that, described in the Scope of Work section or the listed Company shall be exempt from liability for any loss, attachments ("Covered Systems)"). The Customer shall damage or injury arising directly or indirectly from promptly notify Company of any malfunction in the occurrences, or the consequences therefrom, which Covered Systems) which comes Customer's the equipment or service was designed to detect or attention. This Agreement assumes the Covered avert. Should Company be found liable for any loss, Systems) are in operational and maintainable condition damage or injury arising from a failure of the as of the Agreement date. If, upon initial inspection, equipment or service in any respect, Company's Company determines that repairs are recommended, liability shall be limited fo an amount equal to the repair charges will be submitted for approval prior to any Agreement price (as increased by the price for any work. Should such repair work be declined Company additional work or where the time and material shall be relieved from any and all liability arising payment term is selected, Customer's time and therefrom. Unless otherwise specified in this Agreement, material payments to Company to be calculated with any inspection (and, if specified, testing) provided under reference to payments made at the time the loss is this Agreement does not include any maintenance, sustained. Where this Agreement covers multiple repairs, alterations, replacement of parts, or any field sites, liability shall be limited to the amount of the adjustments whatsoever, nor does it include the payments allocable to the site where the incident correction of any deficiencies identified by Company to occurred. Such sum shall be complete and Customer. Company shall not be responsible for exclusive. In no event shall Company be liable for equipment failure occurring while Company is in the any damage, loss, injury, or any other claim arising process of following its inspection techniques, where the from any servicing, alterations, modifications. failure also results from the age or obsolescence of the changes, or movements of the Covered Systems) item or due to normal wear and tear. This Agreement or any of its component parts by Customer or any does not cover systems, equipment, components or third party. To the maximum extent permitted by law, PARTS THAT are below grade, behind walls or other in no event shall Company and its affiliates and their obstructions or exterior to the building, electrical wiring, respective personnel, suppliers and vendors be and piping. liable to Customer or any third party under any 8. Customer Responsibilities. Customer shall furnish cause of action or theory of liability, even if advised all necessary facilities for performance of its work by of the possibility of such damages, for any (a) Company, adequate space for storage and handling of special, incidental, consequential, punitive materials, light, water, heat, heat tracing, electrical Indirect damages of any kind; (b) loss of profits, service local telephone, watchman, and crane and revenues, data, customer opportunities, business, elevator service and necessary permits. Where wet pipe anticipated savings or goodwill; (c) business system is installed, Customer shall supply and maintain interruption; or (d) data loss or other losses arising sufficient heat to prevent freezing of the system. from viruses, ransomware, cyber-attacks or failures Customer shall promptly notify Company any or interruptions to network systems. The limitations malfunction in the Covered Systems) which comes to of liability set forth in this Agreement shall inure to Customer's attention. This Agreement assumes any the benefit of all parents, subsidiaries and affiliates existing system(s) are in operational and maintainable of Company, whether direct or indirect, Company's condition as of the Agreement date. If, upon initial employees, agents, officers and directors. inspection, Company determines that repairs are

6. Reciprocal Waiver of Claims (SAFETY Act). recommended, repair charges will be submitted for Certain of Company's systems and services have approval prior to any work. Should such repair work be received Certification and/or Designation as Qualified declined Company shall be relieved from any and all Anti-Terrorism Technologies ("QATT") under the Support liability arising therefrom. Customer shall further:

Anti-terrorism by Fostering Effective Technologies Act of • supply required schematics and drawings unless they 2002, 6 U.S.C. 441-444 (the "SAFETY are to be supplied by Company in accordance with required under 6 C.F.R. 25.5 (e), to the maximum extent this Agreement; permitted by law, Company and Customer hereby agree • Provide a safe work environment, in the event of an o waive their right to make any claims against the other for any losses, including business Interruption losses, emergency or Covered Systems) failure, take reasonable safety precautions to protect against
resulting from an activity resulting from an personal injury, death, and property damage, Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
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Date: 05/30/2024
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continue such measures until the Covered Systems) vapor, dust or fume or the creation of an oxygen- are operational, and notify Company as soon as deficient atmosphere may occur, possible under the circumstances. • "permit confined space," as defined by OSHA for work • Provide Company access to any systems) to be performed by Company in the United States, serviced, • risk of infectious disease,
• Comply with all laws, codes, and regulations • need for air monitoring, respiratory protection, or pertaining to the equipment and/or services provided other medical risk, under this Agreement. • asbestos, asbestos-containing material, formaldehyde Customer is solely responsible for the establishment, or other potentially toxic or otherwise hazardous operation, maintenance, access, security and other
material contained in or on the surface of the floors,
aspects of its computer network ("Network") and shall walls, ceilings, insulation or other structural supply Company secure Network access for providing components of the area of any building where work is its services. Products networked, connected to the
internet, or otherwise connected to computers or other required to be performed under this Agreement. devices must be appropriately protected by Customer All of the above are hereinafter referred to as and/or end user against unauthorized access. Customer 'Hazardous Conditions". Company shall have the right is responsible to take appropriate measures, including o rely on the representations listed above, If hazardous performing back-ups, to protect information, including conditions are encountered by Company during the without limit data, software, or files (collectively "Data" course of Company's work, the discovery of such prior to receiving the service or products. materials shall constitute an event beyond Company's

9. Excavation. In the event the Work includes control and Company shall have no obligation to further excavation, Customer shall pay, as an extra to the perform in the area where the hazardous conditions contract price, the cost of any additional work performed exist until the area has been made safe by Customer as by Company dues to water, quicksand, rock or other certified in writing by an independent testing agency, unforeseen condition or obstruction encountered or and Customer shall pay disruption expenses and re- shoring required. mobilization expenses as determined by Company. This

10.Structure and Site Conditions. While employees of Agreement does not provide for the cost of testing Company will exercise reasonable care in this respect,
Company shall be under not responsibility for loss or transport, disposal (collectively, damage due to the character, condition or use of "Discharge Services") of hazardous foundations, walls, or other structures not erected by materials, hazardous materials, or firefighting materials Company or resulting from the excavation in proximity including without limitation firefighting foam encountered hereto, or for damage resulting from concealed piping, in and/or discharged from any of the Covered Systems) wiring, tixtures, or other equipment or condition of water performance of the Services. materials shal fall merman resor
pressure. All shoring or protection of foundation, walls or other structures subject to being disturbed by any property of Customer. Customer shall be responsible for excavation required hereunder shall be the responsibility any Discharge Services associated with such of Customer. Customer shall have all things in materials, including all discharged firefighting foam in readiness for Installation including, without limitation, accordance with all applicable law. Company shall not structure to support the sprinkler system and related be responsible for the testing, removal or disposal of equipment (including tanks), other materials, floor or such hazardous materials. Customer shall indemnifi suitable working base, connections and facilities for and hold Company harmless from and against any and erection at the time the materials are delivered. In the all claims, demands and/or damages arising in whole or event Customer fails to have all things in readiness at in part from the use of or any Discharge Services the time scheduled for receipt of materials, Customer associated with any hazardous waste, hazardous shall reimburse Company for all expenses caused by materials, or firefighting materials including without such failure. Failure TO make areas avalable to limitation firefighting foam encountered or dischargec Company during performance in accordance with from any of the Covered Svstems) and/or durinc schedules that are the basis for Company's proposal performance one vices. shall be considered a failure to have things in readiness Occupational Health and Safety/OSHA in accordance with the terms of this Agreement. Compliance. Customer shall indemnify and hold

11. Confined Space. If access to confined Company harmless from and against any and all claims Company is required for the performance of seavies demands and/or damages arising in whole or in part in from the enforcement of applicable laws
accordance with Company's then curent hourly raid occupational health and safety for work performed in

12. Hazardous Materials. Customer represents that, Canada or the Occupational Safety Health Act for work except to the extent that Company has been given performed by Company in the United States. (and any amendments or changes thereto) unless said claims,
exication or this Are filet, to the best custom he demands or damages are a direct result of causes knowledge there is no: within the exclusive control of Company. • Space in which work must be performed that,
because of its construction, location, contents or work 14. Interferences. Customer shall be responsible to activity therein, accumulation of a hazardous gas, coordinate the work of other trades (including but noi imited to ducting, piping, and electrical and for anc
additional costs incurred by Company arising out of
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 11 of 15
interferences to Company's work caused by other equipment promptly upon notice from Compan. Failure trades. of Customer to remove or replace the device shall

15. Modifications and Substitutions. Company constitute a material breach of this Agreement. If reserves the right to modify materials, including
Cus Covered Systerd, ry device seal met te the Covered
substituting materials of later design, providing that such System(s), modifications or substitutions will not materially affect responsible for any damage to or failure of the Covered

16. Channe Alterations to System(s) caused in whole or in part by such device or Changes, Alterations, Additions. Changes, equipment.
alterations and additions to the Scope of Work, plans 21. Reports. Where inspection and/or test services are specifications or construction schedule shall be invalid selected, such inspection and/or test shall be completed unless approved writing by Company. Should on Company's then current Report form, which shall be changes be approved by Company, that increase or given to Customer, and, where applicable, Company decrease the cost of the work to Company, the parties may submit a copy thereof to the local authority having shall agree, in writing, to the change in price prior to jurisdiction. Report and recommendations performance of any work. However, if no agreement is Company are only advisory in nature and are intended reached prior to the time for performance of said work to assist Customer in reducing the risk of loss to and Company elects to perform said work so as to avoid noted to the system and equipment inspected antiat delays, then Company's estimate as to the value of said work shall be deemed accepted by Customer. tested. They are not intended to imply that no other addition, Customer shall pay for all extra work requested defects or hazards exist or that all aspects of the by Customer made necessary because of Covered Systems), equipment, and components are incompleteness inaccuracy of plans or other under control at the time of inspection. Final information submitted by Customer with respect to the responsibility for the condition and operation of the location, type of occupancy, or other details of the work Covered System(s) and equipment and components lies to be performed. In the event the layout of Customers with Customer. facilities has been altered, or is altered by Customer 22. Limited Warrantv. Subject to the limitations below prior to the completion of the Work, Customer shall company warrants any equipment (as distinguisheo advise Company, and prices, delivery and completion from the Software) installed pursuant to this Agreemen dates shall be changed by Company as may be to be free from defects in material and workmanship required. under normal use for a period of one (1) year from the

17. Commodities Availability. Company shall not be date of first beneficial use or all or any part of the responsible for failure to provide services, deliver Covered Systems) or 18 months after Equipment products, or otherwise perform work required by this shipments, whichever is earlier, provided however, that Agreement due to lack of available steel products or Company's sole liability, and Customer's sole remedy, products made from plastics or other commodities. In under this limited warranty shall be limited to the repair the event Company unable, after reasonable or replacement of the Equipment or any part thereof, commercial efforts, to acquire and provide steel which Company determines is defective, at Compan's products, or products made from plastics or other sole option and subject to the availability of service commodities, if required to perform work required by this determined by Company.

Agreement, Customer hereby agrees that Company
nay terminate the Agreement, or the relevant portion o limited to, video and print heads. television camera the Agreement, at no additional cost anc without tubes, video monitor displays tubes, batteries and penalty. Customer agrees to pay Company in full for all certain other products in accordance with the applicable work performed up to the time of any such termination. manufacturer's warrantv. Company does not warrant

18. Project Claims. Any claim of failure to pertorm devices designed to fail in protecting the System, such against Company arising hereunder shall be deemed as, but not limited to, fuses and circuit breakers waived unless received by Company, in writing Company warrants that any Company software specifically setting forth the basis for such claim, within described in this Agreement, as well• as software ten (10) days after such claims arises. contained in or sold as part of any Equipment described

19. Back charges. No charges shall be levied against in this Agreement, will reasonably conform to its Company unless seventy-two (72) hours prior written published specifications in effect at the time of delivery notice is given to Company to correct any alleged and for ninety (90) days after delivery. However, deficiencies which are alleged to such Custamer agrees and acknowledges that the software charges and unless such alleged deficiencies are solely may have inherent defects because of its complexity. and directly caused by Company. Company's sole obligation with respect to software, and

20. System Equipment. The purchase of equipment o shall be to make available Customer's sole remedy designed to correct inherent
perlpheral devices (including but not limited to smoke published modifications, detectors, passive infrared detectors, card readers defects, which become available during the warranty sprinkler svstem components, extinguishers and hoses) period. If Repair Services are included from Company shall be subject to Agreement, Company warrants that its workmanship conditions of this Agreement. If, in Company's sole and material for repairs made pursuant to this equipment, which is piece device overed a . judgment, peripheral device or other Agreement will be free from defects for a perlad of ninety (90) days from the date of furnishing
whether provided by Company or a third party, interferes EXCEPT AS EXPRESSLY SET FORTH HEREIN, with the proper operation of the Covered System(s), DISCLAIMS ALL WARRANTIES Customer shall remove or replace such device or EXPRESS OR IMPLIED, INCLUDING BUT NOT Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fre Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 12 of 15
LIMITED TO ANY IMPLIED WARRANTIES OF of administration and preparation that are difficult to MERCHANTABILITY OR FITNESS FOR astimate or determine. Accordingly, should Customer PARTICULAR PURPOSE WITH RESPECT TO THE terminate this Agreement as described above, Customer SERVICES PERFORMED OR THE PRODUCTS, agrees to pay all charges incurred for products and SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED equipment installed and services performed, and in HEREUNDER. addition pay an amount equal to twenty (20%) percent Warranty service will be performed during Company's of the price of products and equipment not yet delivered normal working hours. If Customer requests warranty and Services not yet performed, return all products and service at other than normal working hours, service will equipment delivered and pay a restocking fee of twenty be performed at Company's then current rates for after or equipment ours services. All repairs or adjustments that are or may returned. Company rice terminate s Company may terminate this Agreement become necessary shall be performed by and immediately at its sole discretion upon the occurrence of authorized representative of Company. Any repairs, any Event of Default as hereinafter defined If adjustments or interconnections performed by Customer Company's performance of its obligations becomes or any third party shall void all warranties. Company impracticable due to obsolescence or unavailability of makes no and specifically disclaims all representations systems, equipment, or products including component or warranties that the services, products, software or parts and/or materials) or because the Company or its third party product or software will be secure from cyber supplier(s) has discontinued the manufacture or the sale threats, hacking or other similar malicious activity, or will of the equipment and/or products or is no longer in the detect the presence of, or eliminate, treat, or mitigate business of providing the Services, Company may the spread transmission, or outbreak of any pathogen, terminate this Agreement, or the affected portions, at its disease, virus or other contagion, but not sole discretion upon notice to Customer. Company may limited to COVID-19. Unless agreed to in writing by the terminate this Agreement, or the affected portions, at its parties, any technical support, assistance, or advice sole discretion upon notice to the Customer if ("Technical Support") provided by Company, such as Company's performance of its obligations are prohibited suggestions as to design use and suitability of the because of changes in applicable laws, regulations or products for the customers application, is provided in codes. good talth, but Customer acknowledges and agrees that 26. Default. An Event of Default shall be (a) failure of Compan is not the designer, engineer, or installer of Customer to pay any amount when due and payable, (b) record. Any Technical Support is provided for abuse of the System or the Equipment, (c) dissolution, informational purposes only and shall not be construed termination, discontinuance, insolvency or business as a representation or warranty, express or implied, failure of Customer. Upon the occurrence of an Event of concerning the proper selection, use, and/or application Default, Company may pursue one or more of the of products. Customer assumes exclusive responsibility following remedies: (i) discontinue furnishing Services for determining if the equipment and products supplied and Equipment, (i)) by written notice to by Company are suitable for its intended application and Customer declare the balance of unpaid amounts due all risk and liability, whether based in contract, tort or and to become due under this Agreement to be otherwise, in connection with its application and use of immediately due and payable; (iii) receive immediate the products. possession of any Equipment for which Customer has

23. Indemnity. Customer agrees to indemnify, hold not paid; (iv) proceed at law or equity to enforce harmless and defend Company against any and all erformance by Customer or recover damages for osses, damages, costs, including expert fees and costs, reach of this Agreement, and (v) recover all costs and and expenses including reasonable defense costs Including without limitation reasonable arising from any and all third party claims for personal attorneys in connection with enforcing or injury, death, property damage or economic loss, attempting to enforce this Agreement. including specifically any damages resulting from the 27. Exclusions. Unless expressly included in the Scope exposure of workers to Hazardous Conditions whether of Work, this Agreement expressly excludes, without or not Customer pre-notifles Company of the existence limitation, testing inspection and repair of duct detectors, of said hazardous conditions, arising in any way from beam detectors, and UV/IR equipment; provision of fire any act or omission of Customer or Company relating in watches; clearing of ice blockage; draining of improperly any way to this Agreement, including but not limited to pitched piping; replacement of batteries; recharging of the Services under this Agreement, whether such claims chemical suppression svstems: reloadina of, uparadina. are based upon contract, warrantv, tort (including but not and maintaining computer software; system upgrades limited to active or passive negligence), strict liability or and the replacement of obsolete systems, equipment, otherwise. Company reserves the right to select counsel components or parts; making repairs or replacements to represent it in any such action. necessitated by reason of negligence or misuse of

25. Termination. Any termination under the terms of installation, lightning, electrical storm, or other severe this Agreement shall be made in writing. In the event weather, water, accident, fire, acts of God or any other Customer terminates this Agreement prior to completion cause external to the Covered System(s). Repair for any reason not arising solely from Company's Services provided pursuant to this Agreement do not performance or failure to Customer cover and specifically excludes system. upgrades and understands and agrees that Company will incur costs the replacement of obsolete systems, equipment, Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 13 of 15
components or parts. All such services may be provided arising out of or relating to the Agreement, or the breach by Company at Company's sole discretion at an thereof, shall be submitted to a court of law or arbitrated. additional charge. If Emergency Services are expressly For Customers located in the United States, the laws of included in the scope of work section, the Agreement Delaware price does not include travel expenses. this Agreement, without regard to

28. No Option to Solicit. Customer shall not, directly or conflicts of law principles thereof, and the exclusive indirectly, on its own behalf or on behalf of any other venue for any such litigation or arbitration shall be in person, business, corporation or entity, solicit or employ Milwaukee Wisconsin. For customers located in any Company employee, or induce any Company Canada, this agreement shall be governed by and be employee to leave his or her employment, for a period of construed in accordance with the laws Ontario, two years after termination of this Agreement. without regard to conflicts of law principles thereof, and

29. Force Majeure; Delays. Company shall not be the exclusive venue for any such litigation or arbitration liable, nor in breach or default of its obligations under shall be in Ontario, Canada. The parties waive any this Agreement, for delays, interruption, failure to render objection to the exclusive jurisdiction of the specified services, or any other failure by Company to perform an forums, including any objection based on forum non conveniens. In the event the matter is submitted to a
Iteration or frille is caused, in gol or play,
court, Company and Customer hereby agree to waive
directly or indirectly, by a Force Majeure Event. their right to trial by jury. In the event the matter is "Force Majeure Event" is a condition or event that is submitted to arbitration by Company, the costs beyond the reasonable control of Company, whether arbitration shall be borne equally by the parties, and the foreseeable unforeseeable, including, without arbitrator's award may be confirmed and reduced to limitation, acts of God, severe weather (including but not judgment in any court of competent jurisdiction. Except Jimited to hurricanes, tornados, severe snowstorms or as provided below, no claim or cause of action, whether severe rainstorms), wildfires, floods, earthquakes, known or unknown, shall be brought by either party seismic disturbances, or other natural disasters, acts or against the other more than one year after the claim first omissions of any governmental authority (including arose. Claims not subject to the one-year limitation change of any applicable law or regulation), epidemics, include claims for unpaid: (1) contract change order amounts (approved or requested) and 3 amounts, pandemics, disease, viruses, quarantines, or other
public health risks and/or responses thereto, delays and/or work inefficiencies. Customer will pay all condemnation, strikes, lock-outs, labor disputes, an of Company's reasonable collection costs (including increase of 5% or more in tariffs or other excise taxes for legal fees and expenses). materials to be used on the project, fires, explosions or 31. Assignment. This Agreement is not assignable by other casualties, thefts, vandalism, civil disturbances, the Customer except upon written consent of Company insurrection, mob violence, riots, war or other armed first being obtained. Company shall have the right to conflict (or the serious threat of same), acts of terrorism, assign this Agreement, In whole or in part, or to electrical power outages, interruptions or degradations subcontract any of its obligations under this Agreement in telecommunications, computer, network, or electronic without notice to Customer. communications svstems. data breach, cyber-attacks, 32. Entire Agreement. The parties intend this ransomware, unavailability or shortage of parts, Agreement, together with any attachments or Riders materials, supplies, or transportation, or any other cause (collectively the "Agreement) to be the final, complete or casualty beyond the reasonable control of Company. and exclusive expression of their Agreement and the If Company's performance of the work is delayed, terms and conditions thereof. This Agreement impacted, or prevented by a Force Majeure Event or its supersedes all prior representations, understandings or continued effects. Company shall be excused from agreements between the parties, written or oral, and performance under the Agreement. Without limiting the shall constitute the sole terms and conditions of sale for generality of the foregoing, if Company is delayed in all equipment and services. No waiver, or ns ng thi
achieving one or more of the scheduled milestones set modification terms or conditions forth in the Agreement due to a Force Maleure Event, Agreement shall be binding on Company unless made Company will be entitled to extend the relevant in writing and signed by an Authorized Representative of additional time as may be reasonably
necessary to overcome the effect of the delav. To the in part, this 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
rental tessed ontar staller and guipment
subcontractor compllance
vaccination requirements, or other costs and expenses
incurred by Company in connection with the Force

30. One-Year Claims Limitation; Forum: Choice of. equipment, system time Law.Company shall have the sole and exclusive right to series, other data to Company's cloud-hosted determine whether any dispute, controversy or claim software applications, Customer consents to and grants Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America @ 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVED Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 14 of 15
Company the right to collect, transfer, ingest and use the Software Subscription, such Software Subscription such data to enable Company and its affiliates and will automatically renew for consecutive one (1) year agents to provide, maintain, protect, develop and terms (each a "Renewal Subscription Term"), improve the Digital Enabled Services and Company either party provides the other party with a notice of products and services. Customer acknowledges that, non-renewa while Digital Enabled Services generally improve expiration of the then-current term. i he then urent day to the to he equipment performance and services, Digital. Enabled permitted by applicable law, Software Subscriptions Services do not prevent all potential malfunction, insure purchases are non-cancelable and the sums paid against all loss, or guarantee certain level of nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the
establishment, operation, maintenance, access, Subscription Start Date and each subsequent and other aspects of its computer network anniversary thereof. Unless otherwise agreed by the ("Network"), shall appropriately protect hardware and parties in writing, the subscription fee for each Renewal products connected to the Network and will supply Subscription Term will be priced at Company's then- Company secure Network access for providing its Digital applicable list price for that Software offering. Any use Enabled Enabled of Software that exceeds the scope, metrics or volume mean services provided hereunder that set forth in this Agreement will be subject to additional employ Company software and related equipment fees based on the date such excess use began. installed at Customer facilities and Company cloud- 36. Electronic Media. Electronic Media, either party hosted software offerings and tools to improve, develop, may scan, fax, email, image, or otherwise convert this and enable such services. Digital Enabled Service may Agreement into an electronic format of any type or form, include, but are not limited to, (a) remote servicing and now known or developed in the future. Any unaltered or inspection, (b) advanced equipment fault detection and unadulterated copy of this Agreement produced from diagnostics, and (c) data dashboarding and health such an electronic format will be legally binding upon reporting. If Customer accesses and uses Software that the parties and equivalent to the original for all is Used to provide the Digital Enabled Services, the purposes, including litigation. Company may rely upon Software Terms (defined below) will govern such access Customer's assent to the terms and conditions of this and use. Agreement, if Customer has signed this Agreement or Digital Solutions. Use, implementation, and demonstrated its intent to be bound whether by deployment of the software and hosted software electronic signature or otherwise. products ("Software") offered under these terms shall be 37. Lien Legislation. Notwithstanding anything to the subject to, and governed by, Company's standard terms contrary contained herein, the terms of this Agreement for such Software and Software related professional shall be subject to the lien legislation applicable to the services in from time to time at location where the work will be performed, and, in the www.johnsoncontrols.com/techterms (collectively, the event of conflict, the applicable lien legislation shall "Software Terms"). Specifically, the Company General prevail.

EULA set forth at www.johnsoncontrols.com/buildings/ 38. Privacy. Company as Processor : Where legal/digital/generaleula governs access to and use of Company factually acts as Processor of Personal Data software installed on Customer's premises or systems on behalf of Customer (as such terms are defined in the and the Company Terms Service set forth at DPA) the terms at www.johnsoncontrols.com/dpa www.johnsoncontrols.com/buildings/legal/digital/ ("DPA") shall apply. Company as Controller :
generaltos Company will collect, process and transfer certain govern access to and use of hosted software products. personal data of Customer and its personnel related to The applicable Software Terms are incorporated herein the business relationship between it and Customer (for by this reference. Other than the right to. use the example names, email addresses, telephone numbers) Software as set forth in the Software Terms, Company as controller and in accordance with Company's Privacy and its licensors reserve all right, title, and interest Notice at https://www.johnsoncontrols.com/privacy. (including all intellectual property rights) in and to the Customer acknowledges Company's Privacy Notice and Software and improvements to the Software. The strictly to the extent consent is mandatorily required Software that is licensed hereunder is licensed subject under law, Customer consents to such to the Software Terms and not sold. If there is a conflict collection, processing and transfer. To the extent between the other terms herein and the Software Terms, consent to such collection, processing and transfer by the Software Terms shall take precedence and govern Company is mandatorily required from Customers with respect to rights and responsibilities relating to the personnel under applicable law, Customer warrants and Software, its implementation and deployment and any represents that it has obtained such consent. improvements thereto. 39. FAR. Company supplies "commercial items" within Notwithstanding any other provisions of this Agreement he meaning of the Federal Acquisition Regulation:
and unless otherwise agreed to by the parties in writing, FAR), 48 CFR Parts 1-53, As to any customer order fo the following terms apply to Software that is provided to a U.S. Government contract, Company will comply only Customer on a subscription basis (i.e., a time limited with those mandatory flow-downs for commercial item license or use right), (each a "Software Subscription") and commercial services subcontracts listed either at Each Software Subscription provided hereunder FAR 52.244-6, or 52.212-5(e)(1), as applicable. commence on the date the initial credentials for the 40. LICENSE INFORMATION (ÜS SECURITY SYSTEM Software are made available (the "Subscription Start CUSTOMERS): AL Alabama Electronic Security Board Date") and will continue in effect until the expiration of of Licensure the subscription term noted herein. At the expiration of Montgomery, Alabama 516(4) 2649388: 42, Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America © 2024 Johnson Controls Fire Protection LP. ALL RIGHTS RESERVEO Project: Calexico Police Department- 4020 Panel - CPQ-493469 Johnson Controls Reference: 650493469
Johnson Proposal #: 1
Date: 05/30/2024
Controls Page: 15 of 15
Regulated by: Arkansas Board of Private Investigators IMPORTANT NOTICE TO CUSTOMER And Private Securiv Agencies. #1 State Police Plaza This Agreement is contingent on credit approval, which Drive, Little Rock 72209 (501) 618-8600: CA Alarm may be checked at JCI's discretion and requires final company operators are licensed and regulated by the approval of a JC authorized manager before any Bureau Security and Investigative Services, equipment/services may be provided. Should credit Department of Consumer Affairs, Sacramento, CA, and/or approval be declined, this Agreement will be 95814. Upon completion of the installation of the alarm terminated and JCl's only obligation to customer will be system, the alarm company shall thoroughly instruct the to notify Customer of such termination and refund any purchaser in the proper use of the alarm system. Failure amounts paid in advance. In accepting this Proposal, jy the licensee, without legal excuse to substantially Customer agrees to the terms and conditions contained commence work within 20 days from the approximate herein and any attachments or riders attached hereto date specified in the agreement when the work will that contain additional terms and conditions. it is begin a violation of the Alarm Company Act: NY understood that these terms and conditions shall prevai Licensed by N.Y.S. Department of the State: TX Texas over any variation in terms and conditions on any Commission on Private Security, 5805 N. Lamar Blvd., purchase order or other document that the Customer 78752-4422, 512-424-7710. License numbers may issue. Any changes in the system requested by the avatable at wiw.johnsoreomtrols.comcrcontact yor
Customer after the execution of this Agreement shall be local Johnson Controls office. aid for by Customer and such changes shall be authorized in writing. ATTENTION IS DIRECTED T

THE OF WARRANTY,
ON THE
of the Proposal.
anglais à la demande et avec l'assentiment du client.

ATTACHMENT - B
RESOLUTION NO. 2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALEXICO APPROVING

THE PURCHASE OF A JOHNSON CONTROLS FIRE PROTECTION FIRE ALARM PANEL TO REPLACE THE NONFUNCTIONING SIMPLEX 4020 FIRE ALARM

CONTROL PANEL
WHEREAS, the Simplex 4020 fire alarm control panel in the police department has been nonfunctional for the past two years, posing a significant safety risk and bringing the building out of compliance with fire safety regulations;
WHEREAS, the upcoming annual inspection of the police department building necessitates the replacement of the faulty panel to ensure compliance with all required safety standards; WHEREAS, the installation of a functioning fire alarm control panel is crucial for the safety of all occupants in the police department building, ensuring early detection and response in case of a fire emergency;
WHEREAS, the Johnson Controls Fire Protection fire alarm panel has been selected through a sourced vendor to guarantee quality and reliability;
WHEREAS, the total cost for the replacement fire alarm panel is $35,674.26; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Calexico hereby approves the purchase of a Johnson Controls Fire Protection fire alarm panel to replace the nonfunctioning Simplex 4020 fire alarm control panel, ensuring compliance and safety for the BEIT FURTHER RESOLVED that the City Manager and the Chief of Police are authorized to execute the purchase and undertake any necessary actions to implement the installation of the new fire alarm panel.

PASSED, APPROVED, AND ADOPTED this _ _ day of _ 2024, by the City Council of the City of Calexico.

Camilo Garcia, Mayor
1 RESOLUTION NO. 2024-
ATTEST:

Veronica Luna Alvarado, City Clerk
APPROVED AS TO FORM:

Carlos Campos, City Attorney
State of California)
County of Imperial) ss.

City of Calexico )
I, Veronica Luna Alvarado, City Clerk of the City of Calexico do herby certify the above Resolution No. 2024- was approved at a regular City Council meeting held on the 18" day of December 2024, by following vote to-wit:

AYES:

NOES:

ABSENT:

Veronica Luna Alvarado, Interim City Clerk
2

Calexico City CouncilDecember 18, 2024

Calexico City Council
December 18, 2024