SHS - Johnson Controls Monitoring at DDM DTH and LNS.pdf

Customer #: 2255400

Date: 4-Feb-25 Proposal #: CPQ-837659 Term: 1-Jul-25 to 30-Jun-28 External Contract #: 78932025 R02-

JAN-2025

Subscription ERP #:

Billing Customer:

1 Natural Resources Way

SPRINGFIELD, IL 62702-1289

Service Location:

David Davis Mansion 1000 Monroe Dr, Bloomington, IL 61701-3333

Johnson Controls Fire Protection LP Sales Representative:

Peggy Smith 3850 North Main Street East Peoria IL 61611 peggy.smith@jci.com

(309) 694-8000

INVESTMENT SUMMARY

(Service Solution Valid for 30 Days)

SERVICE/PRODUCT DESCRIPTION

QUANTITY

FREQUENCY

INVESTMENT

SYSTEM-FA-SIMPLEX 4006

SIMPLEX 4006 SYSTEM

FIRE ALARM ESSENTIAL SERVICE OFFER Total:

$2,644.00

SERVICE SOLUTION

© 2024 Johnson Controls. All rights reserved

IL Department of Natural Resources IL Department of Natural Resources

Est. Inspection: February jsmpeg3 Typewritten text Fire Alarm Monitoring - $600.00 - Evergreen Annual Contract #80900302 Instusion Monitoring - $325.00 - Evergreen Annual Contract #80900302

Proposal #: CPQ-837659 Term: 1-Jul-25 to 30-Jun-28 External Contract #: 78930767 R02-

Dana Thomas House 301 E Lawrence Ave, Springfield, IL 62703-2232

Peggy Smith 3850 North Main Street East Peoria IL 61611

SYSTEM-FA-SIMPLEX 4100ES

SIMPLEX 4100ES FIRE ALARM PANEL

$10,368.00

Est. Inspection: October jsmpeg3 Typewritten text Fire Alarm Monitoring - $710.00 - Evergreen Annual Contract #80900195

Proposal #: CPQ-837659 Term: 1-Jul-25 to 30-Jun-28 External Contract #: 78972422 R02-

New Salem State Park 15588 History Ln,Visitors Ctr Petersburg, IL 62675-6010

Peggy Smith 3850 North Main Street East Peoria IL 61611

SYSTEM-FA-SIMPLEX 4002

SIMPLEX 4002 SYSTEM

$1,363.00

Johnson Controls has not included an estimate for all state and local sales tax for this quote based on the understanding that a valid exemption and/or resale certificate is received by Johnson Controls from Purchaser. Otherwise, actual sales tax due will be calculated and billed. Any additional taxes, duties, tariffs or similar items imposed prior to shipment will be charged.

Est. Inspection: November

This Service Solution (the "Agreement") sets forth the Terms and Conditions for the provision of equipment and services to be provided

Jun-28 (the "Initial Term"). Customer agrees that initial inspections may be performed within 45 days from the Effective Date.Customer agrees that initial inspections may be performed within 45 days from theEffective Date.

Signature : __________________

Date : __________________

PAYMENT TERMS: Net 30

For applicable taxes, please see Section 3 of the Terms & Conditions

PAYMENT AMOUNT: $14,375.00 - Proposal #: CPQ-837659

PAYMENT SUMMARY:

Year

Term

PSA Charges

07/01/2025 - 06/30/2026

$14,375.00

07/01/2026 - 06/30/2027

07/01/2027 - 06/30/2028

CUSTOMER ACCEPTANCE: In accepting this Agreement, Customer agrees to the Terms and Conditions on the following pages 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 in the system requested by Customer after the execution of Agreement shall be paid for by Customer and such changes shall be authorized in writing.

ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY AND OTHER CONDITIONS CONTAINED

IN THIS AGREEMENT.

P

AYMENT FREQUENCY: BAMA In BAMA by Johnson Controls Fire Protection LP ("Company") to IL Dept of Nat Resources and is effective 1-Jul-25 (the "Effective Date") to 30-

Multi Year Contract Rider

AGREEMENT

Acknowledgement of Multi-Year Term. Customer agrees that issuance of a Purchase Order does not amend any provision of the service agreement, including without limitation the duration/term of the service agreement. Customer agrees to issue Purchase Orders sufficient to satisfy its obligations under the multi-year service agreement. Should Customer fail to issue additional Purchase Orders, Company will still be permitted to invoice Customer for services performed, and Customer shall not dispute the validity of such invoices.

Customer Initials:

\s1

Unless otherwise agreed to by the parties, pricing is based upon the following billing and payment terms: Invoices will be delivered via Email (michael.norris@illinois.gov) , payment is Net 30, and invoices are to be paid via Electronic Funds Transfer. Johnson Controls Electronic Funds Transfer transfer details will be forth coming upon contractual agreement.

This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above.

To ensure that JCI is compliant with your company’s billing requirements, please provide the following information:

PO is required to facilitate billing:

NO: This signed contract satisfies requirement

YES: Please reference this PO Number: ____________________________

Signature:

\s1_______________________________

Authorized Signature:

\s2_______________________________

Print Name:

Print Name:

Title:

Title:

Phone #:

Phone #:

Fax #:

Fax #:

Email:

License #:

(if applicable)

Date:

Date:

IL Department of Natural Resources jsmpeg3 Typewritten text X

TERMS AND CONDITIONS

1. Term. The Initial Term of this Agreement shall commence on the date of this Agreement and continue as set forth herein. After the Initial Term, this Agreement shall automatically extend for successive terms equal to the same length as the Initial Term unless Customer or Company gives written notice to the other that it does not want to renew at least sixty (60) days prior to the end of the then-current term (each a (“Renewal Term”).The Initial Term and any Renewal Term may be referred to herein as the “Term.”

2. Payment and Invoicing. Unless otherwise agreed by the parties in writing, fees for Services to be performed shall be paid annually in advance. Fees and other amounts due hereunder are due thirty (30) days from the date of invoice, which shall be paid by Customer via electronic delivery via EFT/ACH. Such payment is a condition precedent to Company’s obligation to perform Services under the Agreement. Any invoice disputes must be identified in writing by Customer within 21 days of the invoice date. Payments of any disputed amounts are due and payable upon resolution.

Work performed on a time and material basis shall be at the then-prevailing Company rate for material, labor, and related items, in effect at the time supplied under this Agreement. Customer acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and Customer’s failure to make payment in full when due is a material breach of this Agreement. Customer further acknowledges that if there is any amount outstanding on an invoice, it is material to Company and will give Company, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, discontinue or terminate performing any Services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend Company’s obligations under or terminate this Agreement; (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full;

and (iii) pay all of JCI’s costs of collection, including (1) actual out of pocket expenses and (2) charge Customer a collection fee of twenty-five percent (25%) of the past due amount if collected through a collection agency or attorney and thirty-five percent (35%) if litigation is commenced to collect such past due amount.

Company’s election to continue providing future services does not, in any way diminish Company’s right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. Company shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of Services for non-payment. In the event that there are exigent circumstances requiring services or the Company otherwise performs Services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Customer disputes any late payment notice or Company’s efforts to collect payment, Customer shall immediately notify Company in writing and explain the basis of the dispute. Customer agrees to pay all of Company’s reasonable collection costs (including legal fees and expenses). In the event of Customer’s default, the balance of any outstanding amounts will be immediately due and payable. Customer shall provide financial information requested by Company to verify Customer’s ability to pay for goods or services. If Customer fails to provide financial information or if Company, in its sole discretion determines that reasonable grounds exist to question Customer’s ability or willingness to make payments when due (e.g., not making payments when due, late payments, or a reduction in Customer's credit score), Company may defer shipments, change payment terms, require cash in advance and/or require other security, without liability and without waiving any other remedies Company may have against Customer. Company shall provide Customer with advance written notice of changes to payment terms. Customer agrees to issue and send a purchase order to Company at least thirty (30) days prior to expiration of the Initial Term or any Renewal Term if necessary for payments to be processed, but failure to do so is not a pre-condition to Renewal Term payments being due to Company. No purchase order is required for any emergency work requested by Customer. Customer shall have no right to reject such invoices due to the lack of a purchase order.

3. Pricing. The pricing set forth in this Agreement is based on the number of devices and services to be performed as set forth in this Agreement. If the actual number of devices installed or services to be performed is greater than that set forth in this Agreement, the price will be increased accordingly. Company may increase prices upon notice to Customer to reflect increases in material and labor costs. Prices do not include taxes, fees, duties, tariffs, false alarm assessments, permits and levies or other charges imposed and/or enacted by a government, however designated or imposed (collectively, “Taxes”). All Taxes are the responsibility of Customer, unless Customer presents an exemption certificate acceptable to Company and the applicable taxing authorities. If Company is required to pay any such Taxes or other charges, Customer shall reimburse Company on demand. If any such exemption certificate is invalid, then Customer will immediately pay Company the amount of the Taxes, plus penalties and interest. Prices may be adjusted by Company prior to shipment to take into account increases in the cost of raw materials, component parts, third party products or labor rates or taxes; Trade Restrictions (as defined below); government actions; or to cover any unforeseen or other extra cost elements. “Trade Restrictions” means any additional or new tariff/duty, quota, tariff-rate quota, or cost associated with the withdrawal of tariff/duty concessions pursuant to a trade agreement(s).

This Agreement is entered into with the understanding that the services to be provided by Company are not subject to any local, state, or federal prevailing wage statute. If it is later determined that local, state, or federal prevailing wage rates apply to the services to be provided by Company, Company reserves the right to issue a modification or change order to adjust the wage rates to the required prevailing wage rate. Customer agrees to pay for the applicable prevailing wage rates. Prices in any quotation or proposal from Company are subject to change upon notice sent to Customer at any time before the quotation or proposal has been accepted. If this Agreement is renewed, Company will provide Customer with notice of any adjustments in the contract price applicable to any Renewal Term. Unless Customer terminates the Agreement at least sixty (60) days prior to the start of such Renewal Term, the adjusted price shall be the price for the Renewal Term. If this Agreement extends beyond one year, Company may increase prices upon notice to Customer.

4. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in this Agreement. Customer acknowledges that the Authority Having Jurisdiction (e.g., Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer.

5. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of protection services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by Customer that Company is not an insurer and that insurance coverage shall be obtained by Customer and that amounts payable to Company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of Customer’s property and the property of others located on the premises.

Customer agrees to look exclusively to Customer’s insurer to recover for injuries or damage in the event of any loss or injury. Customer releases and waives all right of recovery against Company arising by way of subrogation. Company makes no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under this Agreement. Accordingly, Customer agrees that Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert.

Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company’s liability shall be limited to an aggregate amount equal to the Agreement price (as increased by the price for any additional work) or, where the time and material payment term is selected, Customer’s time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Company’s liability with respect to Monitoring Services is set forth in Section 17 of this Agreement. Such sum shall be complete and exclusive. IN NO EVENT SHALL

COMPANY BE LIABLE, FOR ANY DAMAGE, LOSS, INJURY, OR

ANY OTHER CLAIM ARISING FROM ANY SERVICING,

ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS

OF THE COVERED SYSTEM(S), AS HEREINAFTER DEFINED, OR

ANY OF ITS COMPONENT PARTS BY CUSTOMER OR ANY THIRD

PARTY. To the maximum extent permitted by law, in no event shall Company and its affiliates and their respective personnel, suppliers and vendors be liable to Customer or any third party under any cause of action or theory of liability, even if advised of the possibility of such damages, for any (a) special, incidental, consequential, punitive or indirect damages of any kind; (b) loss of profits, revenues, data, customer opportunities, business, anticipated savings or goodwill; (c) business interruption; or (d) data loss or other losses arising from viruses, ransomware, cyber-attacks or failures or interruptions to network systems. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, Company’s employees, agents, officers and directors.

6. Reciprocal Waiver of Claims (SAFETY Act). Certain of Company's systems and services have received Certification and/or Designation as Qualified Anti-Terrorism Technologies (“QATT”) under the Support Anti-terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441-444 (the “SAFETY Act”). As required under 6 C.F.R. 25.5 (e), to the maximum extent permitted by law, Company and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an “Act of Terrorism” as defined in 6 C.F.R. 25.2, when QATT have been deployed in defense against, response to, or recovery from such Act of Terrorism.

7. Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, arising in any way from any act or omission of Customer or Company relating in any way to this Agreement, including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer’s responsibility with respect to indemnification and defense of Company with respect to Monitoring Services is set forth in Section 17 of this Agreement.

8. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded and their related costs. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. - 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described in this Agreement. All work performed unscheduled unless otherwise specified in this Agreement. Appointments scheduled for four-hour window. Additional charges may apply for special scheduling requests (e.g. working around equipment shutdowns, after hours work). Company will perform the services described in the Service Solution (“Services”) for one or more system(s) or equipment as described in the Service Solution or the listed attachments (“Covered System(s)”). UNLESS OTHERWISE SPECIFIED IN THIS

AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING)

PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY

MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS,

OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE

THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY

TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR

EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE

PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE

THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF

THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT

DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS

THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER

OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL

WIRING, AND PIPING

9. Customer Responsibilities. Customer shall regularly test the System(s) in accordance with applicable law and manufacturers’ and Company’s recommendations. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer’s attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon inspection, Company determines that repairs are recommended, repair charges will be submitted for approval by Customer’s on-site representative prior to work.

Should such repair work be declined, Company shall be relieved from any and all liability arising therefrom.

Customer further agrees to:

• provide Company clear access to Covered System(s) to be serviced including, if applicable, lift trucks or other equipment needed to reach inaccessible equipment;

• supply suitable electrical service, heat, heat tracing adequate water supply, and required system schematics and/or drawings;

• notify all required persons, including but not limited to authorities having jurisdiction, employees, and monitoring services, of scheduled testing and/or repair of systems;

• provide a safe work environment;

• in the event of an emergency or Covered System(s) failure, take reasonable precautions to protect against personal injury, death, and/or property damage and continue such measures until the Covered System(s) are operational; and

• comply with all laws, codes, and regulations pertaining to the equipment and/or Services provided under this Agreement.

JCI may terminate the Services immediately upon notice to the Customer if JCI, in its sole discretion determines that the Customer’s premises are unsafe to be accessed by JCI’S employees or subcontractors. JCI may terminate the Services upon notice to the Customer, if Customer does not follow JCI’s recommendations for updates and upgrades to the equipment and systems.

Customer represents and warrants that it has the right to authorize the Services to be performed as set forth in this Agreement.

Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network (“Network”) and shall supply Company secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access. Customer is responsible to take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively “Data”) prior to receiving the service or products.

10. Repair Services. Where Customer expressly includes repair, replacement, and emergency response services in the Service Solution section of this Agreement, such Services apply only to the components or equipment of the Covered System(s). Customer agrees to promptly request repair services in the event the System becomes inoperable or otherwise requires repair. The Agreement price does not include repairs to the Covered System(s) recommended by Company as a result of an inspection, for which Company will submit independent pricing to Customer and as to which Company will not proceed until Customer authorizes such work and approves the pricing. Repair or replacement of non-maintainable parts of the Covered System(s) including, but not limited to, unit cabinets, insulating material, electrical wiring, structural supports, and all other non-moving parts, is not included under this Agreement.

11. System Equipment. The purchase of equipment or peripheral devices, (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company’s sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by

Company, Customer or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment.

12. Reports.Where inspection and/or test services are selected, such inspection and/or test shall be completed on Company’s then current report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer.

13. Availability and Cost of Steel, Plastics & Other Commodities.Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, upon notice to Customer and at no additional cost and without penalty.

Customer agrees to pay Company in full for all work performed up to the time of any such termination.

14. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company’s then-current hourly rate.

15. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer’s knowledge there is no:

• Space in which work must be performed that, because of its construction, location, contents or work activity therein, accumulation of a hazardous gas, vapour, dust or fume or the creation of an oxygen-deficient atmosphere may occur,

• “permit confined space,” as defined by OSHA for work Company performs in the United States;

• risk of infectious disease;

• need for air monitoring, respiratory protection, or other medical risk; or

• asbestos, asbestos-containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement.

All of the above are hereinafter referred to as “Hazardous Conditions.” Company shall have the right to rely on the representations listed above. If Hazardous Conditions are encountered by Company during the course of Company’s work, the discovery of such materials shall constitute an event beyond Company’s control, and Company shall have no obligation to further perform in the area where the Hazardous Conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re-mobilization expenses as determined by Company. This Agreement does not provide for the cost of testing involving a discharge or release, capture, containment, transport, removal, or disposal (collectively, the “Discharge Services”) of any hazardous waste materials, hazardous materials, firefighting materials including without limitation any firefighting foam encountered in and/or discharged from any of the Covered System(s) and/or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer.Customer shall be responsible for any Discharge Services associated with such materials, including all discharged firefighting foam in accordance with all applicable law. Company shall not be responsible for the testing, removal or disposal of such hazardous materials.Customer shall indemnify and hold Company harmless from and against any and all claims, demands and/or damages arising in whole or in part from the use of or any Discharge Services associated with any hazardous waste, hazardous materials, or firefighting materials including without limitation firefighting foam encountered or discharged during performance of the Services.

16. Other Services.

A. Remote Service. If Customer selects Remote Service, Company shall provide support for the Customer’s system by way of education, remote assistance and triage that does not require programming changes to the Customer’s panel. In addition, Remote Service does not include service to address physical damage to the system or a device; troubleshoot wiring issues;

programming changes and/or relocating, remounting, reconnecting, or adding a device to the system. Customer understands and agrees that, while Remote Service provides for communication regarding Customer’s fire alarm system to Company via the Internet, Remote Service does not constitute monitoring of the system, and Customer understands that Remote Service does not provide for Company to contact the fire department or other authorities in the event of a fire alarm.

Customer understands that if it wishes to receive monitoring of its fire alarm system and notification of the fire department or other authorities in the event of a fire alarm, it must select monitoring services as a separate Service under this Agreement. CUSTOMER

FURTHER UNDERSTANDS AND AGREES THAT THE TERMS OF

SECTION 17.F OF THIS AGREEMENT APPLY TO REMOTE

SERVICE.

B. Connected Fire Sprinkler Services; Connected Fire Alarm Services. Connected Fire Sprinkler Services and Connected Fire Alarm Serviceseach means a data-analytics and software platform that uses a cellular or network connection to gather equipment performance data about a Customer’s Covered Equipment for Customer’s sprinkler system or fire alarm system, as applicable, to assist Company in advising Customer on such equipment’s health, performance or potential malfunction. Connected Fire Sprinkler Services and Connected Fire Alarm Services are collectively, the Connected Equipment Services. If Customer has purchased Connected Fire Sprinkler Services and/or Connected Fire Alarm Services on any Covered Equipment, Customer agrees to allow Company to install diagnostic sensors and communication hardware (“Gateway Device”) or Customer will supply a network connection suitable to enable communication with Customer’s Covered Equipment in order for Company to deliver the connected services. For more information on whether your equipment includes Connected Fire Sprinkler Services and/or Connected Fire Alarm Services, a subscription to such services and the cost, if any, of such subscription, please see your applicable order, quote, proposal or purchase documentation or talk to your Company sales representative. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using the service’s mobile or web app. The Gateway Device will be used to access, store, and trend data for the purposes of providing Connected Fire Sprinkler Services. Company will not use Connected Fire Sprinkler Services or the Connected Fire Alarm Services to remotely operate or make changes to Customer’s Equipment. If the connection is disconnected by Customer, and a technician needs to be dispatched to the Customer site, then the Customer will pay Company at Company’s then-current standard applicable contract regular time and/or overtime rate for such services. Company makes no warranty or guarantee relating to the Connected Fire Sprinkler Services or Connected Fire Alarm Services. Customer acknowledges that, while Connected Fire Alarm Services or Connected Sprinkler Services generally improve equipment performance and services, these services do not prevent all potential malfunction, insure against all loss or guarantee a certain level of performance and that Company shall not be responsible for any injury, loss, or damage caused by any act or omission of Company related to or arising from the proactive health notifications of the equipment under Connected Equipment Services. Customer understands that if it wishes to receive monitoring of its fire alarm system or sprinkler system and notification of the fire department or other authorities in the event of an alarm, it must select monitoring services as a separate Service under this Agreement. CUSTOMER FURTHER UNDERSTANDS AND AGREES

SECTION 19 (SOFTWARE AND DIGITAL SERVICES) APPLY TO

CONNECTED FIRE ALARM SERVICES AND CONNECTED

SPRINKLER SERVICES. In the event of a conflict between these terms and the Software Terms, the Software Terms will control.

C. Dashboards and Mobility Applications for Connected Fire Sprinkler Services and Connected Fire Alarm Services. If Customer has purchased Connected Fire Sprinkler Services and/or Connected Fire Alarm Services, Customer may utilize Company’s Dashboard(s) and Mobility Application(s), as applicable, during the term of the Agreement, pursuant to the then applicable Terms of Use Agreement. Terms for the Dashboard are located at www.johnsoncontrols.com/techterms

17. Monitoring Services. If Customer has selected Monitoring Services, the following shall apply to such Services:

A. Alarm Monitoring Service. Customer agrees and acknowledges that Company’s sole and only obligation under this Agreement shall be to provide alarm monitoring, notification, and/or Runner Services as set forth in this Agreement and to endeavor to notify the party(ies) identified by Customer on the Contact/Call List (“Contacts”) and/or Local Emergency Dispatch Numbers for responding authorities. Upon receipt of an alarm signal, Company may, at our sole discretion, attempt to notify the Contacts to verify the signal is not false. If we fail to notify the Contacts or question the response we receive, we will attempt to notify the responding authority. In the event Company receives a supervisory signal or trouble signal, Company shall endeavor to promptly notify one of the Contacts. Company shall not be responsible for a Contact’s or responding authority’s refusal to acknowledge/respond to Company’s notifications of receipt of an alarm signal, nor shall Company be required to make additional notifications because of such refusal. The Contacts are authorized to act on Customer’s behalf and, if so designated on the Contact/ Call List, are authorized to cancel an alarm prior to the notification of authorities. Customer understands that local laws, ordinances or policies may restrict Company’s ability to provide the alarm monitoring and notification services described in this Agreement and/or necessitate modified or additional services and related charges to Customer. Customer understands that Company may employ a number of industry-recognized measures to help reduce occurrences of false alarm signal activations. These measures may include, but are not limited to, implementation of industry-recognized default settings; implementation of “partial clear time bypass” procedures at our alarm monitoring center and other similar measures at our sole discretion from time to time. THESE

MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM

AN ALARM ZONE IN CUSTOMER’S PREMISES AFTER THE INITIAL

ALARM ACTIVATION UNTIL THE ALARM SYSTEM IS MANUALLY

RESET. Upon receiving notification from Company that a fire or gas detection (e.g. carbon monoxide) signal has been received, the responding authority may forcibly enter the premises. Cellular radio unit test supervision, if provided under this Agreement, provides only the status of the cellular radio unit’s current signaling ability at the time of the test communication based on certain programmed intervals and does not serve to detect the potential loss of radio service at the time of an actual emergency event.

Company shall not be responsible to provide monitoring services under this Agreement unless and until the communication link between Customer’s premises and Company’s Monitoring Center has been tested. SUCH SERVICES ARE PROVIDED WITHOUT

WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT

http://www.johnsoncontrols.com/techterms

LIMITED TO ANY IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

B. Limitation of Liability; Limitations of Remedy. Customer understands that Company offers several levels of Monitoring Services and that the level described has been chosen by Customer after considering and balancing various levels of protection afforded and their related costs. It is understood and agreed by Customer that Company is not an insurer and that insurance coverage shall be obtained by Customer and that amounts payable to Company hereunder are based upon the value of the Monitoring Services and the scope of liability set forth in this Agreement and are unrelated to the value of Customer’s property and the property of others located on the premises.

Customer agrees to look exclusively to Customer’s insurer to recover for injuries or damage in the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way of subrogation.

Company makes no guaranty or warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or Services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or Service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its monitoring obligations under this Agreement. Accordingly, Customer agrees that Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or Service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or Service in any respect, Company’s liability with respect to Monitoring Services shall be the lesser of the annual fee for Monitoring Services allocable to the site where the incident occurred or two thousand five hundred ($2,500) dollars, as agreed upon damages and not as a penalty, as Customer’s sole remedy. Such sum shall be complete and exclusive. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY

DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM

ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES,

OR MOVEMENTS OF THE COVERED SYSTEM(S), AS HEREINAFTER

DEFINED, OR ANY OF ITS COMPONENT PARTS BY THE

CUSTOMER OR ANY THIRD PARTY. In no event shall Company and its affiliates and their respective personnel, suppliers and vendors be liable to Customer or any third party under any cause of action or theory of liability, even if advised of the possibility of such damages, for any (a) special, incidental, consequential, punitive or indirect damages of any kind, including but not limited to damages; (b) loss of profits, revenues, data, customer opportunities, business, anticipated savings or goodwill; (c) business interruption; or

(d) data loss or other losses arising from viruses, ransomware, cyber-attacks or failures or interruptions to network systems. COMPANY SHALL NOT BE LIABLE FOR

INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF

ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES

ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR

FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of Company, whether direct or indirect, and each of their employees, agents, officers and directors.

C. Indemnity, Insurance. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third-party claims for personal injury, death, property damage or economic loss, arising in any way from any act or omission of Customer or Company relating in any way to the Monitoring Services provided under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer’s general liability and auto liability policies.

D. No modification. Modification to Sections 17 B or C may only be made by a written amendment to this Agreement signed by both parties specifically referencing Section 17 B and/or C, and no such amendment shall be effective unless approved by the manager of Company’s Central Monitoring Center.

E. Customer’s Duties. In addition to Customer’s duty to indemnify, defend, and hold Company harmless pursuant to this Section 17:

i. Customer agrees to furnish the names and telephone numbers of all persons authorized to enter or remain on Customer’s premises and/or that should be notified in the event of an alarm (the Contact/Call List) and Local Emergency Dispatch Numbers and provide all changes, revision and modifications to the above to Company in writing in a timely manner. Customer must ensure that all such persons are authorized and able to respond to such notification.

ii. Customer shall carefully and properly test and set the system immediately prior to the securing of the premises and carefully test the system in a manner prescribed by Company during the term of this Agreement. Customer agrees that it is responsible for any losses or damages due to malfunction, miscommunication or failure of Customer’s system to accurately handle, process or communicate date data. If any defect in operation of the System develops, or in the event of a power failure, interruption of telephone service, or other interruption at Customer’s premises of signal or data transmission through any media, Customer shall notify Company immediately. If space/interior protection (i.e.

ultrasonic, microwave, infrared, etc.) is part of the System, Customer shall walk test the system in the manner recommended by Company.

iii. When any device or protection is used, including, but not limited to, space protection, which may be affected by turbulence of air, occupied airspace change or other disturbance, forced air heaters, air conditioners, horns, bells, animals and any other sources of air turbulence or movement which may interfere with the effectiveness of the System during closed periods while the alarm system is on, Customer shall notify Company

iv. Customer shall promptly reset the System after any activation.

v. Customer shall notify Company regarding any remodeling or other changes to the protected premises that may affect operation of the system.

vi. Customer shall cooperate with Company in the installation, operation and/or maintenance of the system and agrees to follow all instructions and procedures which may be prescribed for the operation of the system, the rendering of services and the provision of security for the premises.

vii. Customer shall pay all charges made by any telephone or communications provider company or other utility for installation, leasing, and service charges of telephone lines connecting Customer’s premises to Company. Customer acknowledges that alarm signals from Customer’s premises to Company are transmitted over Customer’s telephone or other transmission service and that in the event the telephone or other transmission service is out of order, disconnected, placed on “vacation,” or otherwise interrupted, signals from Customer’s alarm system will not be received by Company, during any such interruption in telephone or other transmission service and the interruption will not be known to Company. Customer agrees that in the event the equipment or system continuously transmits signals reasonably determined by Company to be false and/or excessive in number, Customer shall be subject to the additional costs and fees incurred by Company in the receiving and/or responding to the excessive signals and/or Company may at its sole discretion terminate this Agreement with respect to Monitoring services upon notice to Customer.

F. Communication Facilities.

i. Authorization. Customer authorizes Company, on Customer’s behalf, to request services, orders or equipment from a telephone company, wireless carrier or other company providing communication facilities, signal transmission services or facilities under this Agreement (referred to as “Communication Company”).

Should any third-party service, equipment or facility be required to perform the Monitoring Services set forth in this Agreement, and should the same be terminated or become otherwise unavailable or impracticable to provide, Company may terminate Monitoring Services upon notice to Customer.

ii. Digital Communicator. Customer understands that a digital communicator (DACT), if installed under this Agreement, uses traditional telephone lines for sending signals which eliminate the need for a dedicated telephone line and the costs associated with such dedicated lines.

iii. Derived Local Channel. The Communication Company’s services provided to Customer in connection with the Services may include Derived Local Channel service. Such service may be provided under the Communication Company’s service marks or service names. These services include providing lines, signal paths, scanning and transmission. Customer agrees that the Communication Company’s liability is limited to the same extent Company’s liability is limited pursuant to this Section 17.

iv. CUSTOMER UNDERSTANDS THAT COMPANY WILL NOT

RECEIVE ALARM SIGNALS WHEN THE TELEPHONE LINE OR

OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS

BEEN CUT, INTERFERED WITH OR IS OTHERWISE DAMAGED OR

IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR

MAINTAIN AN ALARM SIGNAL OVER CUSTOMER’S TELEPHONE

SERVICE FOR ANY REASON INCLUDING NETWORK OUTAGE OR

OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR

DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL

QUALITY. CUSTOMER UNDERSTANDS THAT OTHER POTENTIAL

CAUSES OF SUCH A FAILURE OVER CERTAIN TELEPHONE

SERVICES (INCLUDING BUT NOT LIMITED TO SOME TYPES OF

DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED

PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR

RADIO SERVICE, INCLUDING CELLULAR OR PRIVATE RADIO,

ETC. (“NON-TRADITIONAL TELEPHONE SERVICE”)) INCLUDE

BUT ARE NOT LIMITED TO: (1) LOSS OF NORMAL ELECTRIC

POWER TO CUSTOMER’S PREMISES (THE BATTERY BACK-UP

FOR THE ALARM PANEL DOES NOT POWER TELEPHONE

SERVICE); AND (2) ELECTRONICS FAILURES SUCH AS A MODEM

MALFUNCTION. CUSTOMER UNDERSTANDS THAT COMPANY

WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF

CUSTOMER’S ALARM SYSTEM WITH NON-TRADITIONAL

TELEPHONE SERVICE AT THE TIME OF INITIAL CONNECTION TO

COMPANY’S MONITORING CENTER AND THAT CHANGES IN

CUSTOMER’S TELEPHONE SERVICE’S DATA FORMAT AFTER THE

INITIAL REVIEW OF COMPATIBILITY COULD MAKE

CUSTOMER’S TELEPHONE SERVICE UNABLE TO TRANSMIT

ALARM SIGNALS TO COMPANY’S MONITORING CENTERS. IF

COMPANY DETERMINES IN ITS SOLE DISCRETION THAT IT IS

COMPATIBLE, COMPANY WILL PERMIT CUSTOMER TO USE

NON-TRADITIONAL TELEPHONE SERVICE AS THE SOLE METHOD

OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER

UNDERSTANDS THAT COMPANY RECOMMENDS THE USE OF AN

ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO

CONNECT CUSTOMER’S ALARM SYSTEM TO THE MONITORING

CENTER REGARDLESS OF THE TYPE OF TELEPHONE SERVICE

USED. CUSTOMER ALSO UNDERSTANDS THAT IF COMPANY

DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER’S

NON-TRADITIONAL TELEPHONE SERVICE IS OR LATER

BECOMES NON-COMPATIBLE, OR IF CUSTOMER CHANGES TO

ANOTHER NON-TRADITIONAL TELEPHONE SERVICE THAT IS

NOT COMPATIBLE, THEN COMPANY REQUIRES THAT

CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION

ACCEPTABLE TO COMPANY AS THE PRIMARY METHOD TO

CONNECT CUSTOMER’S ALARM SYSTEM TO THE MONITORING

CENTER. CUSTOMER UNDERSTANDS THAT TRANSMISSION OF

FIRE ALARM SIGNALS BY MEANS OTHER THAN A TRADITIONAL

TELEPHONE LINE MAY NOT BE IN COMPLIANCE WITH FIRE

ALARM STANDARDS OR SOME LOCAL FIRE CODES, AND THAT IT

IS CUSTOMER’S OBLIGATION TO COMPLY WITH SUCH

STANDARDS AND CODES. CUSTOMER ALSO UNDERSTANDS

THAT IF THE ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY

NOT BE ABLE TO DETECT IF A NON-TRADITIONAL TELEPHONE

SERVICE LINE IS CUT OR INTERRUPTED, AND THAT COMPANY

MAY NOT BE ABLE TO PROVIDE CERTAIN AUXILIARY

MONITORING SERVICES THROUGH A NON-TRADITIONAL

TELEPHONE LINE OR SERVICE. CUSTOMER FURTHER

UNDERSTANDS THAT THE ALARM PANEL MAY BE UNABLE TO

SEIZE THE PHONE LINE TO TRANSMIT AN ALARM SIGNAL IF

ANOTHER CONNECTION IS OFF THE HOOK DUE TO IMPROPER

CONNECTION OR OTHERWISE.

G. Verification; Runner Service. Some jurisdictions may require alarm verification by telephone or on-site verification (“Runner Service”) before dispatching emergency services. In the event that a requirement of alarm verification becomes effective after the date of this Agreement, such services may be available at an additional charge. Company shall not be held liable for any delay or failure of dispatch of emergency services arising from such verification. Where Runner Service is indicated, such services may be provided by a third party. COMPANY WILL NOT ARREST OR

DETAIN ANY PERSON.

H. Personal Emergency Response Service. If Customer has selected Personal Emergency Response Services, Customer agrees that the very nature of Personal Emergency Response Services, irrespective of any delays, involves uncertainty, risk and possible serious injury, disability or death, for which Company should not under any circumstances be held responsible or liable;…