aey aaB'lq
Johnson 'l))k,
Controls
Johnson Controls Fire Protection LP
2788 North Larkin Avenue, Suite 101
Fresno, C493727
1 5592598469
Johnson Controls Fire Protection LP Quotation
To:
City of Fresno
2600 Fresno St. Rm.2156
Fresno, CA93721
Project: City of Fresno - Animal Control Facility - CPQ-187687 Johnson Controls Reference: 650'1 87687
Proposal #: 1
Dale:0211612022
Page: 1 of6
Johnson Controls is pleased to offer for your consideration this quotation for the above project Scope of Work
Johnson Controls (JCl)will provide materials, labor, programming, engineering, design and project management for the access control installation at the Fresno Animal Control Center.
JCI will use all existing wiring and door hardware currently installed and provide terminations for devices and panels.
Programming for card readers, access levels and time zones will be coordinated with City of Fresno.
llam tffv Parl # Descrinfion
I
2 3
4 5
6 7
8 I
10 't1
69 5
2 2
79 79
79 5
LOT
LOT
LOT
AC-MER-CON-MR5O
AC-MER-CONT-LP15O2
AC.LSP-16DR.MER-LCK
AC-LSP-8DR-MER-LCK
AC-HID-READER-SIGNO
DS 160
1078
MAXIMAL33
Labor
Labor
Services
Avigilon Series 3 Single Reader lnterface Module:;
Avigilon Linux Based with 2 doors; 8 inputs
Avigilon D8P Boards
Avigilon Power Supply
Avigilon Wall mount; Standard Profile
Detection Systems Request to Exit Detector
Sentrol Door Contacts
Altronix Power Supply
Prevailing Wage lnstallation Labor
Programming, set-up confi guration
Design, CAD, Project Management
Clarifications:
' Quotation is based upon all existing wiring being functional, any repairs or corrections is excluded ' Functional electrified door hardware and door closers shall be provided by others . All necessary '120VAC shall be provided by others
. Network connections, configuration and lP addressing shall be provided by others Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America @ 2020 Johnson Controls Fire Protection LP ALL RIcHTS RESERVED Johnson 'l))k
Controls
Project City of Fresno - Animal Control Facility - CPQ-187687 Johnson Controls Reference: 6501 87687
Proposal #: 1
Dale:0211612022
Page:2 of6
Total Price with Sales Tax $164,821.00
Fire, Security, Communications, Sales & Service
Offices & Representativbs in Principal Cities throughout North America @ 2O2O Johnson Controls Fire Protection LP ALL RIGHTS RESERVED Johnso
^'l))kControls
TERMS AND CONDITIONS (R.v. 11/21)
l.Paymffi)days
from the date of invoice. lnvoicinq disputas must be
identified in writing within 21 days -of th; invoice date.
Payments of any disputed amounts are due and
payable upon resolution. All other amounts remain
due within thirty (30) days ftom the date of the
invoice. Work performed on a time and material
basis shall be at Company's then-prevailinq rate for
material, labor, and relited-items, iri effect ai the time supplied under this Agreement. Company shall
invoice Customer for progress payments to 100%
percent based upon equipment delivered or stored,
and seryices performed. ln the event project duration
exceeds one month, Company reserves the right to
submit partial invoices for progress payments foiwork
completed at the project site. Customdr agrees to pay
any progress invoices in accordance with the
payment terms set forth herein. ln exchange for close-
out documents to be provided by Compant, Customer
agrees to pay Company the remaining project
balance when on-site labor is completed and prior to
any final inspections. Customers without established
satisfactory credit and Customers who fail to pay
amounts when due may be tequired to make
payments of cash in advance, upon delivery or as
otheruise specified by Company. Company reseryes
the right to revoke or modiry Customer's credit in its
sole discretion. Customer's failure to make payment
when due is a material breach of this Agreement and
will give Company, without prejudice to any other riqht or remedy, the right to (a) stop performinq any
Seryices and/or withhold turther deliveries of
Equipment and other materials; teminate or suspend
any unpaid software licenses; and/or terminate this
Agreement and (b) charge Customer interest on the
amounts unpaid at a rate equal to the lesser of 1.5olo
per month or the maximum rate permitted under
applicable law. until payment is made in full.
Customer agrees to pay all of Company's reasonable
collection costs, including legal fees and expenses.
2.Deposlt. Unless prohibited by law, Customer
agrees to pay a deposit equal to 30olo of the project
sell price (pre-tax) prior to Company providirig lny
labor or materials on the project. Company will
generate an invoice for the 30% deposit after
Company's receipt of a written aqreement or order
from Customer. Company will not commence work
until receipt of the deposit.
3.Pricing. The pricing set forth in this Agreement is
based on the number of devices to be installed ahd
seryices to be oerformed as set forth in the Scooe of
Work ("Equipment' and "Seruices"). lf the dctual
number of deMces installed or seryices to be
performed is greater than that set forth in the ScoDe
of Work, the price will be increased accordinqly. lf this Agreement extends beyond one year, Company may
increase prices upon notice to the Customei
All stated prices are exclusive of and Customer
agrees to pay any taxes, fees, duties, tarifis, false
alarm assessments, installation or alarm permits, and
levies or other similar charges imposed and/
or enacted by a government, however designated or
imposed, including but not limited to value-added and
withholding taxes that are levied or based upon the
amounts paid under this Aqreement.
Prices in any quotation or proposal from Company are
subject to chanqe upon notice sent to Customer at
any time before the quotiation or proposal has been
accepted. Prices for products covered by this
Agreement may be adjijsted by Company,- upon
notice lo Customer at any time prior to shipment and
regardless of Customer's acceptance of the
Company's proposal or quotation, to rellect any
increase in Company's cost of raw materials (e.g.,
steel. aluminum) inability to secure Products, chanqEs
or increases in law, labor, taxes, duties, tariffs or
quotas, acts of government, any similar charges, or to
cover any extra, unforeseen and unusual cost
elements.
4.Alam Monitoring Services. Any reference to
alarm monitoring services in this Agreement is
included for pricing purposes only. Alarm monitoring
seruices are performed pursuant to the terms and
conditions of Company's standard alarm monitoring
sewtces aqreement,
5. Code Compliance. Company does not undertake
an obligation to inspect for compliance with laws or
regulations unless specifically stated in the Scope of
Work, Customer acknowledqes that the Authoriw
HaMng Jurisdiction (e.g. Fire-lvarshd) may establisF
additional requirements for compliance with federal.
state/provincial and local codes. Any additional
seryices or equipment required will be provided at an
additional cost to customel
Project City of Fresno - Animal Control Facility - CPQ-187687 Johnson Controls Reference: 6501 87687
Proposal #: 1
Dale:0211612022
Page: 3 of6
based upon the value of lhs seruicer and thescops of liabillty sct forth in this AEicemcnt and are unrelated to th€ value of thC customer'spropcrty and th6 propotty of oth€rs located on the repair work be declined ComDany shall be relieved
ftom any and all liability arisinq therefrom. UNLESS
OTHERWSE SPECIFIED IN THIS AGREEIVENI
ANY INSIECTION (AND, IF SPECIFIED, TESTING)
PROVIDED UNDER THIS AGREEIVENT DOES NOT
INCLUDE ANY MAINTENANCE, REPAIRS,
ALTEMTIONS, REPLACEMENT OF PARTS, OR
ANY FIELD ADJUSTMENTS WHATSOEVER, NOR
DOES IT INCLUDE THE CORRECTION OF ANY
DEFICIENCIES IDENTIFIED BY COIVIPANY TO
CUSTOMER. COMPANY SHALL NOT BE
RESPONSIBLE FOR EQUIPIVENT FAILURE
OCCURRING WHILE COMPANY IS IN THE
PROCESS OF FOLLOWNG ITS INSPECTION
TECHNIQUES, WHERE THE FAILURE ALSO
RESULTS FROM THE AGE OR OBSOLESCENCE
OF THE ITEM OR DUE TO NORMAL VVEAR AND
TEAR. THIS AGREEMENT DOES NOT COVER
SYSTEMS. EQUIPMENI COMPONENTS OR
PARTS THAT ARE BELOW GRADE, BEHIND
WALL5 OR OTHER OBSTRUCTIONS OR
EXTERIOR TO THE BUILDING, ELECTRICAL
WRING, AND PIPING.
9. Customer Rssponsibilitics. Customer shall
furnish all necessarlr facilities for performance of its work by Company, adequate space for storage and
handling of materials, light, watbr, heat, heat Facinq, electrical seryice, local telephone. watchman, ant
crane and elevator service and necessary oermits.
Vvhere wet pipe system is installed, Cust6mer shall
supply and maintain sufficient heat to prevent fteezinq of ihi system. Customer shall 'promptly notifi
Company- of any malfunction in the eoverel
System(s) which comes to Customer's attention. This
Agreement assumes any existing system(s) are in
operational and maintainable condiiion as of the
Agreement date. ll upon inttial inspecUon, Company
determines that repairs are recommended. rioair
charges will be submitted for approval prior to any
wolk. Should such repair work be declined Compant
shall be relieved from any and all liability arisin!
therefrom. Customer shall fiirther:t supply required schematics and drawings unless they are to be supplied by Company in
accordance with this Aoreement:
' Provide a safe work en-vironmeni, rn the event of
an emergency or Covered System(s) failure, take
reasonable safety precautions to protect against
personal injury, death, and property damage,
continue such measures until the Covered
System(s) are operatjonal, and notiry Company as
soon as possible under the circumstances.
' Provide Company access to any system(s) to be
seryiced,
' comply with all laws, codes, and regulations
pertaining to the equipment and/or seryices
provided under this Agreement.
Customer is solely responsible for the establlshment,
operation. maintenance, access, security and other
aspects of its computer network ("Network') and shall
supply Company secure Network access for providinq
its seryices. Prcducts networked, connected to th6
internet, or othemise connected to computers or
other devices must be appropriatelv protected bv
Customer and/or end uddr igains't unauthorizet
access. Customer is responsible to take appropriate
measures, including pe#orming back-ups, i6 pi.otect
infofmation, including without limit data, software, or files (collectively "Data") prior to receiving the service or products.
10. Excavation. ln the event the Work includes
excavation, Customer shall pay, as an extra to the
contract price, the cost of any additional work
performed by Company dues to water, quicksand.
rock or other unforeseen condition gr obstruction
encountered or shoring required.
11. Structure and Sit€ Conditions. \rvhile employees
of Company will exercise reasonable care in- this
respect, Company shall be under not responsibility for
loss or damage due to the character, condition or use
of foundations, walls, or other structures ngt erected
by Company or resulting from the excavation in
proximity thereto, or for damage resulting from
concealed piping, wiring, fixtures, or other equipment
or condition of water pressure. All shorino or
protection of foundation, walls or other structures
subject to being disturbed by any excavation required
hereunder shall be the responsibrlitv of Customer.
Customer shall have all thinqs in readiness for
installation includinq, without li;titation, sUucture to support the sprinkler system and related equipment
(includinq tianks), other materials, lloor or suitable
working base, connections and facilities for erection at the time the materials are delivered. ln the event
Customer fails to have all thinqs in readiness at the
time scheduled for receipt oi materials, Customer
shall reimburse Companv for all exoenses caused bv
such failure. Failurd t5 make aieas available t-o
for or
and that
agalnst
froh
shall be
which
detect dr
Customet's
liability shall limited
palments allocable to the
occurred. such suh
exclusive. ln no svent shall
of
any impli€d mnanv of
avett occur€ncot or th6
ihat lhe equipment or
or.veil lt is
io fix the actual
that, Company
fot any loss, damage
or indirecuy from
consequences therefrom,
serytce was designed to
found llable
arlsing fron a
resp6ct,
amount
is selected,
palments to
rafsrence to
arlsing by way ofguaranty or
of the
incident
to
8. Waivcr ot Claims (SAFETY
Company's systems and seruices
Customer has selected the
or more system(s) or equipment
of Work sectioh or the
5. Limitation of Liability; Linitations of Remedy. ltis undorrtood and aqreed by the Custom€r [hat Company is not an insurer and lhat insutance
coverage shall be obt in€d by the Customer and
that anounts payabl€ to company hereunder ar€
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America O 2020 Johnson Controls Fire Protection LP ALL RIGHTS RESERVED Johnson 'l)k
Controls
company during performance in accordance with
schedulds that are the basis for Company's proposal
shall be considered a failure to have things in
readiness in accordance with the terms of this
Agreement.
12-. confined Spac€. lf access to confined space by
Comoanv is reouired for the oedormance of Seruices,
Services- shall be scheduled and performed in
accordance with company's then-current hourly rate.
13. Hazardous Materials. Customer represents that.
except to the extent that Company has been given
writtin notice of the following hazards prior to the
execution of this Agreement, to the best of
Customer's knowledge there is no:
' Space in which work must be performed that.
because of its construction, location, contents or
work activity therein, accumulation of a haardous
gas, vapor, dust or fume or the creation of an
oxygen-defi cient atrnosphere may occur,
' "permit confrned space," as defined by OSHA for
work performed by Company in the United States,
' risk of infectious disease,
' need for air monitoring, respiratory protection, or
other medical risk,
t asbestos, asbestos-containing material,
formaldehyde or other potentially toxic or
otheruise hazardous material contained in or on
the surface of the floors, walls, ceilings, insulation
or other structural components of the area of any
building where work is required to be performed
under this Agreement.
All oi the above are hereinafter referred to as
"Hazardous Condition{'. Company shall have the
riqht to rely on the representations listed above. li
h;zardous conditions are encountered by company
during the course of company's work, the discovery
of such materials shall constitute an event beyond
Company's control and Company shall have no
oblio;tion to further Derform in the area where the
hazirdous conditions exist until the area has been
made safe bv Customer as certified in writinq by an
independentiestinq agency, and customer shall pay
disruption expenses and re-mobilization expenses as
determined by Company. This Agreement does not
provide for lhe cost of capture, containment or
ilisoosal of anv hzardous waste materials, or
haiardous mat6rials, encountered in any of the
covered System(s) and/or during performance of the
Services. Said materials shall afall iimes remain the
responsibility and property of CustomeL Company
shdll not b6 responsible fbr the testing, removal or
disbosal of such hazardous materials.
fl.' COVTO-fg Vaccinatlon. Company expressly
disclaims any requirement, understanding or
aqreement, express or implied, included directly or
incorporated by reference, in any customer purchase
order, solicitatlon, ngtice or otheruise, that any of
ComDanv's personnel be vaccinated against Covid-1 9
under irry federal, statey'provincial or local law,
requlation or order applicable to government contracts
or- subcontracts, includinq, without limitation,
Presidential Executive Order 14042 ("Ensuring
Adequate covlD Safety Protocols for Federal
contiactoE') and Federal Acquisition Regulation
(FAR) 52.223-99 ('Ensuring Adequate COVID Safety
Protocols for Federal Contractors"). Any such
requirement shall only apply to Company's personnel
if and onlv to the extent contained in a written
agreement-physically signed by an authorized offcer
of Comoanv
15. Ciccripational Health and safetyrosHA
Comolianc6. customer shall indemnifo and hold
Comiany harmless ftom and against iny and all
clainis, demands and/or damages arising in whole or
in pad ftom the enforcement of applicable laws
reqirdinq occupational health and safety for work
o"?orme1 in canada or the occupatioial Safety
Health Act for work performed by Company in the
United States. (and any amendments or changes
lhereto) unless said claims, demands or damages are
a direct result of causes within the exclusive control of Comoanv.
15. literferences. customer shall be responsible to
coordinate the work of other trades (includinq but not
limited to ducting. piping, and electrical) and for and additional costslncurred by Company arising out of
interferences to company's work caused by other
trades.
17. Modilications and Subsututions. Company
reserues the riqht to modiry mabrials, including
substitutinq mat€rials of later design, providing that
such modlfications or substitutions will not materially affect the performance of the Covered System(s).
18. Chanqes, Alterations, Additions. Changes,
alterationsEnd additions to the Scope of Work. plans,
sbecillcations or consuuction schedule shall be invalid uhless approved in writing by company. Should
Project City of Fresno - Animal Control Facility - CPQ-187687 Johnson Controls Reference: 6501 87687
Proposal #: 1
Dale:0211612022
Page: 4 of 6
changes be approved by Company, that increase or
decre;se the cost of the work to Company, the parties
shall aqree, in writinq, to the change in price prior to oerformance of anv work. However. if no aqreement is
leached prior to -lhe time for performante of said
work, and company elects to perform said work so as
to avoid delavs. then Companv's estimate as to the
value of said work shall be -deemed accepted by
customer. ln addition, Customer shall pay for all
exua work requested by Customer or made
necessary because of incompleteness or inaccuracy
of plans or other informatjon submitted by customer
with respect to the location. type of occupancy, or
other details of the work to be performed. ln the
event the lavout of customer's facilities has been
altered, or is altered by customer prior to the
comoletion of the work. customer shall advise
Conipany, and prices, delivery and completion dates
shall be ahanged by company as may be required.
19. commodities Availability. company shall not be
resDonsible for failure to provide seryices, deliver
products, or otheruise perform work required by this
Aoreement due to lack of available steel products or
bioducts made from Dlastics or other cominodities. ln
ihe event Company is unable, after reasonable
commercial effoits,-to acquire and provide steel
producG. or products made from plastics or other
commodities, if required to perform work required by
this Agreement, Customer hereby agrees that
Company may terminate the Agreement, or the
relevint-portion of the Agreement, at no additional
cost and without penalty. Customer agrees to pay
company in full for all work peformed up to the time
manuiacturer's warranty. Company does not warrant
devices designed to fail in protecting the System,
such as, but not limited to, fuses and circuit
breakers. company warrants that any company
software described in this Agreement as well as
software contained in or sold as part of any
Equipment described in this Agreement, will
reisbnablv conform to its oublished specifications in
effect at tfre time of delivei and for ninety (90) days after delivery. However, customer agrees and
acknowledqei that the software may have inherent
defects be;ause of its complexity. Company's sole
oblioation with resoect to software, and Customer's
sole- remedy, shall be to make available published
modificationi. desioned to correct inherent defects,
which become available during the warranty period. lf
Reoair Services are included in this Agreement,
coinpanv warrants that its workmanship and material
for ripaiis made pursuant to this Agreement will be
free ftom defects for a period of ninety (90) days from the date of turnishing,
EXCEPT AS EXPRESSLY SET FORTH HEREIN,
COMPANY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTASILITY OR FITNESS FOR A
PARTICULAR PURPOSE WTH RESPECT TO THE
SERVICES PERFORMED OR THE PRODUCTS,
SYSTEMS OR EQUIPMENI IF ANY SUPPORTED
HEREUNDER.
Vlhrranty service will be performed during Company's
normal workinq hours. lf Customer requests warranty
service at other lhan normal working hours, seryice
will be performed at Company's thenlurrent rates for
after odrs services. All repairs or adjustrnents that are or may become necessary shall be performed by and
authoiized representatve of company. Any repairs,
adiustments or interconnections performed by
cdstomer or anv third gartv shall void all warrantles.
Company mak6s no and- specifrcally disclaims all
reordsentations or warranties that the services,
orbducts. software or third partv product or software
will be secure fiom cyber threats, hacking or other
similar malicious activity, or will detect lhe presence ol or eliminate, treat, or mitigate the spread
transmission, or outbreak gf any pathogen, disease,
virus or other contagion, including but not limited to
covlD-1 9.
zs.lndemniv. customer agrees to indemnify, hold
harmless and defend Company against any and all
losses, damaqes. costs, including expert fees and
costs, and expenses including reasonable defense
costs. arising iiom any and all third parly claims for
personal injury, death. property damage or economic
ioss, incluiiinq specifically any damages resulting
from the exposure of workers to Hazardous
conditions whether or not customer pre-notifies
company of the existence of said hazardous
conditions, arisinq in any way from any act or
omission of Customer or Company relating ln any way
to this Aoreement. includino but not limited to the
Services inder this Aqreem;nt, whelher such claims
are based upon contract, warranty, tort (including but
not limrted io active or passive neqligence), strict
liabilrty or otherwise. Company reseryes the right to
selecicounsel to represent it in any such action.
25. lnsurance. Customer shall name Company, its
officers, employees, agents, subcontractors,
suppliers, and re6resentativ€s as additional insureds
on Customer's qeneral liability and auto liability
policies.
zT.Terhination. Anv termination under the terms of
this Agreement shall be made in writing. ln the event
Customer terminates this Agreement prior to
completion for any reason not arising solely from
Conipany's perfolmance or failure to perform,
Customer understands and aqrees that Company will
incur costs of administration and preparation that are
difficult to estimate or determine. Accordinqly, should Customer terminate this Agreement as described
above, customer agrees to pay all charges incurred
for products and equipment installed and seruices
perfbrmed, and in addition pay an amount equal to
twenV (20%) percent of the price of products and
equiphent not yet delivered and Seryices not yet
pdr{6rmed, return all products and equipment
ilelvered and pay a restdcking fee of twenty (20%)
percent the price of producG or equipment
ieturned, company may terminate this Agreement
immediatelv at its aole discretion upon the occurrence
of any Event of Default as hereinafter deflned.
Comp-any may also terminate this Agreement at its
sole disCretion upon notice to Customer lf Company's
performance of its obligations under this Agreement
becomes impracticable due to obsolescence of
equipment at Customer's premises or unavailability of
oarts.
2E. DGfault An Event of Default shall be (a) failure of customer to pay any amount when due and payable,
(b) abuse of the System or the Equipment, (c)
deficiencies are
caused
terms cohditions
to the
is attached to the
but not
equipment
limited to
infrared
Agreement. lf, in
peripheral device or
provided by company or
the proper operation of
or in part by such device or equipment.
23. ReDorts. Vvhere insDecton and/or test seryices
are seiected, such insp;ction and/or test shall be
completed on company's then current Report form,
which shall be qiven to customer. and, where
applicabie, company may submit a copy thereof to
tlid local authority hivinq lurisdiction. The Report and recommendations by company are only advisory in
hature and are intended to assist Customer in
reducing the risk of loss to property by indicating
obviouidefects or impairments noted to the system
and equipment inspected and/or tested. They are not
intended to implv that no other defects ot hdards
exist or that all aspects of the Covered Svstem(s),
equipment, and corhponents are under contiol at the
time of inspection. Finai responsibility for the condition and opeiation of the covered System(s) and
equipment and components lies with Customer
2/i, Limited Wananv. subject to the limitations
below, company warrants any equipment (as
distinguished from the Software) installed pursuant to
this Aqreement to be free from defects in matelial and
workmanship under normal use for a period of one (1 )
vear from the date of first beneficial us or all or any-part of the Covered System(s) or 18 months after Equipment shipments, whichever is earlier, provided
howdver. thdt company's sole liability, and
customer's sole remedy, under this limited warranty
shall be limited to the repair or replacement of the
Equipment or any part thereof. whtch Company
deieimines is defective, at company's sole option and
subiect to the availability of seruice personnel and
parts, as determined by Company. Company warrants
bxpendable items, including, but not limited to, video
and orint heads, television camera tubes, video
monitbr displavs tubes. batteries and certain other
products in - accordance with the applicable
Fire, Security, Communications, Sales & Service
Offices & Representativbs in Principal Cities throughout North America O 2020 Johnson Controls Fire Protection LP ALL RIGHTS RESERVED Johnso
^
'l)kr
Controls
dissolution, termination, discontinuance, insolvency or business failure of Customer. [Jpon the occurrence of
an Event of Default, Company may pursue one or
more of the following remedies: (i) discontinue
turnishing Seruices and delivering Equipment, (ii)) by
written notice to Customer declare the balance of
unpaid amounts due and to become due under this
Agreement to be immediately due and payable; (iii)
receive immediate possession of any Equipment for
which Customer hai not paid: (iv) piocedd at law or
equity to enfgrce performance by Customer or
recover damages for breach of this Agreement. and
(v) recover all costs and expenses, includtng without
limitation reasonable attorneys' fees, in coinnection
with enforcing or attemptinq to enforce this
Agreement.
29. Exclusions. unless expressly included in the
Scope of Work, this Agreement expressly excludes.
without limitation. testing inspection and repair of duct detectors, beam detectors, and UV/lR equioment;
provision of fire watches: clearinq of ice 6lotkaqe:
draining of improperly pitched piping: replacement of
batteries; recharging of chemical suppression
systems; reloading of, upgrading, and malntaining
computer sofrware; system upgrades and the
replacement of obsolete systems, equipment,
components or pans: making repairs or replacements
necessitated by reason of negligence or misuse of
components or equipment or changes to Customer's
premises, vandalism, corrosion (including but not
limited to micro-bacterially induced corrosioh ("|\illC")), power failure, current fluctuation, failure due to non- Company installation, liqhtning, elect{ical storm, or
other severe weathel water, accident, fire, acts of
God or any other cause external to the Covered
System(s). Repair Services provided pursuant to this
Agreement do not cover and specifically excludes
system upgrades and the replacement of obsolete
systems, equipment, components or parts. All such
services may be provided by Company at Company's
sole discretion at an additional charqe. lf Emerqency
Services are expressly included in tlie scope of-worl
section, the Agreement price does not inciude travel
expenses.
30. No Option to SoliciL Customer shall not, directly
or indirectly, on its own behalf or on behalf of any
other person, business, corporation or entity, soltcit or employ any Company employee, or induce any
Company employee to leave his or her employment,
for a period of two years after termination of this
Agreement
31, Force Maieur6; Delays. Company shall not be
liable, nor in breach or default of its obligations under this Agreement, for delays, inteiluption, failure to
render seryices, or any other failure by Company to
pedorm an obligation under this Agreement, where
such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure
Event. A "Force Majeure Evenf is a condition or
event that is beyond lhe reasonable conkol of
Company. whether foreseeable or unforeseeable,
including, without limitation, acts of God, severe
weather (including but not limited to hurricanes,
tornados, severe snowstorms or severe rainstorms),
effects, Company shall be excused ftom performance
under the Aqreement. V\4thout limiting the generality
of the foregoing, if Company is delayid in "achievin!
one or more of the scheduled milestones set forth in
the Agreement due to a Force Majeure Event,
Company will be entitled to extend the relevant
completion date by the amount of time that Company
was delayed as a result of the Force Majeure Event,
plus such additional time as may be reasonably
necessary to overcome the effect of the delay. To the
extent that the Force Majeure Event direcUy or
indirectly increases Company's cost to perforni the
seruices, Customer is obligated to reimburse
Company for such increased costs, includinq, without
limitation, costs incurred by Company for additional
Project: City of Fresno - Animal Control Facility - CPQ-187687 Johnson Controls Reference: 6501 87687
Proposal #: 1
Dale:0211612022
Page: 5 of6
labor, inventory storaqe. expedited shipping fees,
trailer and equipment 6ntal fLes, subcoritiacior feei
or other costs and expenses incurred by Company in
connection wilh the Force lllajeure Event,
32. One.Year Clains Limitation; Choice ot
Law. For Customers located in the United States, the
laws of Wsconsin shall oovern the validitv.
enforceability, and interp;etation of thii
Agreement, wrthout reqard to conllicts of law. For
customers located in Canada, this agreement shall be
governed by and be construed in accordance with the
laws of Ontario- The parties aqree that any disputes
arising under this Alreement- shall be Jeterlnined
exclusively by the Ontario courts and that no action or legal proceedings of any nature shall be filed or
commenced in any other court pertaining to any
dispute ansing out of or in relation to this Aqreement.
The parties also hereby waive any objec[ion to the
exclusive jurisdiction of the Ontario courts, including any objection based on forum non conveniens. N6
claim or cause of action, whether known or unknown,
shall be brought against Company more than one
year after the claim first arose. Except as provided for herein, Company's claims must also be brbught within
one yeaf, Claims not subject to the one-yearlimitation
inclule claims for unpai'd: (a) contract'amounts, (b)
change order amounts (approved or requested) and
(c) delays and/or work inefficiencies.
33.Assignmcnl Customer may not assign lhis
Agreement without Company's prior wriften consent.
Company may assign this Agreement to an affiliate
without obtaininq Customeas consent.
3a.Entiro Agreement The parties intend this
Agreement, together with any attachments or Riders
(collectively the 'Agreement) to be the final, complete and exclusive expression of their Agreement and the
terms and conditions thereof. This Agreement
supersedes all prior representations, understandings
or agreemenls between the parties, written or ortl,
and shall constitute the sole terms and conditions of
sale for all equipment and seryices. No waiver,
change, or modification of any terms or conditions of
lhis Agreement shall be binding on company unless
made in writinq and siqned by an Authorized
RepresentaUve of Company.
35.Severability. lf any provrsion of this Aqreement is
held by any court or other competent authority to be
void or unenforceable in whole or in part thts
Agreement will continue to be valid as to the other
provisions and the remainder of the affected
for each Renewal SubscriDtion Term will be oriced at
JCI's then-applicable lisi price for that Software
offering. Any use of Softr4rare that exceeds the scope, metrics or volume set forlh in this Aoreement will be
subject to addrtional fees based on- the date such
excess use began.
38. Elecironic Media. Electronic lvedia. Either paty
may scan, fax, email, image, or otheruise convert thii
Agreement into an electronic fomat of any type or
form. now known or develooed in the future. Anv
unaltered or unadulterated iopy of this Aqreemeni
produced from such an elecbonic formaf will be
legally binding upon lhe parties and equivalent to the
original for all purposes, including litigatjon. JCI may rely upon Customer's assent to the terms and
conditions of this Agreement, if Customer has signed
this Agreement or demonstrated its tntent to be bound
whether by electronic siqnature or otheruise.
39. Lien Legislation. Notwithstanding anything to the
contrary contained herein, the terms of this
Agreement shall be subiect to the lien legislation
aplplicable to the locatioir where the work"will be
perfgrmed, and, in the event of conflict, the applicable lien legislation shall prevail.
40, Privacy. Company as Processor: Where
Company factually acts as ProtEEE6i-EF Personal
Data on behalf of Customer (as such terms are
delined in the DPA) the terms
Fees, Company shall be entitled to recover
customer all reasonable legal fees incutred
with
of this
terms
time to
set
(includinq
Sofrware
Software
Software
(each a
commence
Software are
Date") and
of the
with a notice of
prior to the
extent
enforcing the terms and
Services, Use,
of the software and
to
rights) in and to the
the Software. The
any other
otheruise
the followinq terms
Customer on a
license or use
for the
consecutive
Subscription
other party
and
offered under
terms for such
to, governed by,
Software and
without
within 20
seruices in effect from
the "Software Terms").
are herein by
the to use the
title,
wheh
work
N.YS.
contact your
subject to
a conffict
hereunder is licensed
and not sold. lf there is
terms herein and the
tehs
either party
subsequent anniversary
agreed by the parties in
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America O 2020 Johnson Controls Fire Protection LP ALL RIcHTS RESERVED Johnson 'l)k
Controls
Project: City of Fresno - Animal Control Facility - CPQ-187687 Johnson Controls Reference: 6501 87687
Proposal #: 1
Date:0211612022
Page:6 of6
Offered By:
Johnson Controls Fire Protection LP
2788 North Larkin Avenue, Suite 101
Fresno, CA 93727
Telephone: 15592598469
Representative:
Email: [email protected]
Accepted By: (Customer)
Company:
Address:
Signature:
Title:
P.O.#: Date:
For Customers lo€ted in Canada, this Fire Domain Sale and lnstallation Agreement has been drawn up and executed in English at the request ol and with the full concurence of Customer. Ce contrat a 6€ rddige en anglais e la demande et avec l'assentiment du client.
Fire, Security, Communications, Sales & Service
Offices & Representatives in Principal Cities throughout North America O 2O2O Johnson Controls Fire Protection LP ALL RIGHTS RESERVED