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CC 2022-03-28 Agendas
k4Ft, D HILLS CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA 4301 CITY POINT DRIVE NORTH RICHLAND HILLS, TX 76180 MONDAY, MARCH 28, 2022 WORK SESSION: 6:30 PM Held in the Council Workroom CALL TO ORDER 1 Discuss items from regular City Council meeting. EXECUTIVE SESSION The City Council may enter into closed Executive Session as authorized by Chapter 551, Texas Government Code. Executive Session may be held at the end of the Regular Session or at any time during the meeting that a need arises for the City Council to seek advice from the city attorney (551.071) as to the posted subject matter of this City Council meeting. The City Council may confer privately with its attorney to seek legal advice on any matter listed on the agenda or on any matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551, Texas Government Code. 1. Section 551.071: Consultation with the City Attorney to seek advice about pending or contemplated litigation ® In re North Richland Hills Alamo, LLC, Case No. ®40384®elm11, filed in the US Bankruptc� Court Northern District of Texas. REGULAR MEETING: Immediately following executive session (but no earlier than 7:00 p.m.) Held in the City Hall Council Chambers Monday, March 28, 2022 City Council Agenda Page 1 of 4 A. CALL TO ORDER A.1 INVOCATION - DEPUTY MAYOR PRO TEM COMPTON A.2 PLEDGE - DEPUTY MAYOR PRO TEM COMPTON A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) A.3.1 Recowition of Years of Service for A CIS Golf A.4 CITIZENS PRESENTATION An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the City Council during citizens presentation, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.5 PUBLIC COMMENTS An opportunity for citizens to address the City Council on matters which are scheduled on this agenda for consideration by the City Council, but not scheduled as a public hearing. In order to address the City Council during public comments, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS B.1 Approve minutes of the March 7, 0 regular City Council meeting. B.2 PLAT22-0008 Consideration of a request from Jason Haynie for a replat of Lots 8 and lock Green Vallee Country states, being 3. 84 acres located at 7409 Bursev Road and 8008 Valley Ddye. B.3 PLAT22-0010 Consideration of a request from Karma Associate LLC for an amended flat of Lot 2R, Block 2, Fresh Meadows states, being 0. 5 acres located at 8505 Fresh Meadows Road. Monday, March 28, 2022 City Council Agenda Page 2 of 4 B.4 Authorize the City g_Cit Manager to execute multiple one-year agreements .... . _ with four (4), one-year optional renewals, with Johnson Controls Security Solution, LLC as sole source provider for alarm systems and services to NRH20 Family Water Park in an annual amount not to exceed $20,000 collectively not to exceed $100,0 Oover a B-5 Authorize the purchase of a portable video detection and g!grfinq system from Buyers Barricades _Lang_ Cooperative Purchase Contract No. 08® 0 in the amount of$68,79 .00. C. PUBLIC HEARINGS C-1 Conduct a _p,!jblic hearing and consider Resolution No. adopting the 48th Year Community Developme t Block Grant Program D. PLANNING AND DEVELOPMENT D-1 PLAT22-0011 Consideration of a request from ANA Consultants for a preliminary �tate�, being 3.35 acres located at 7704 Davis Boulevard. D-2 PLAT22-0009 Consideration of LEeguest from Torino LLC for a preliminary plat Tieroli Garden E�tate�, being 3.06 acres located at 7509 Chapman Road. E. PUBLIC WORKS E-1 Authorize the City Manager to execute a professional services agreement for en ith Pacheco Koch Consulting Enqineers, LLC, in an amount not to exceed 3041.00 for the Iron Horse West Pr F. GENERAL ITEMS F-1 Approve esolution No. 2022-019, continuing participation in Tarrant Countv's HOME Investment Partnership Program. F-2 Approve Resolution No. 2022-013, approvinq an interlocal agreement between the City of North Richland Hills and Tarrant County for Remote Video Magi tration Services and authorizing the City Manager to execute the agreement. Monday, March 28, 2022 City Council Agenda Page 3 of 4 G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA H. INFORMATION AND REPORTS - COUNCIL MEMBER DEUPREE H.1 Announcements I. ADJOURNMENT Certification I do hereby certify that the above notice of meeting of the North Richland Hills City Council was posted at City Hall, City of North Richland Hills, Texas in compliance with Chapter 551, Texas Government Code on Friday, March 25, 2022 by 3:00 PM. Traci Henderson Assistant City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at 817-427-6060 for further information. Monday, March 28, 2022 City Council Agenda Page 4 of 4 k4FItH NORTH RICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: July 24, 2017 SUBJECT: Discuss items from regular City Council meeting. PRESENTER: Mark Hindman, City Manager SUMMARY: The purpose of this item is to allow City Council the opportunity to discuss any item on the regular agenda. GENERAL DESCRIPTION: The purpose of this standing item is to allow City Council the opportunity to inquire about items that are posted for discussion and deliberation on the regular City Council agenda. City Council is encouraged to ask staff questions to clarify and/or provide additional information on items posted on the regular or consent agenda. City Council may also elect to move items from the regular agenda to the consent agenda upon receiving clarification from staff on posted regular agenda items. IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: Office of the City Manager DATE: March 28, 2022 SUBJECT: ARCIS Golf - Years of Service Recognition PRESENTER: Paulette Hartman, Deputy City Manager SUMMARY: The management services at Iron Horse Golf Course have been provided contractually since the course opened in 1988. Since opening, Evergreen Alliance Golf Limited (EAGLE), now known as ARCIS, has provided golf management services at Iron Horse. Throughout the over thirty-year partnership, EAGLE and ARCIS Golf were dedicated to elevating the golf and guest experience offered at Iron Horse Golf Course. The City of North Richland Hills administration has been pleased with the annual successes of the golf course over such a long professional relationship. During these years, Iron Horse Golf Course has been recognized numerous times as being one of the leading municipal golf courses both in the Metroplex and across the State of Texas. These recognitions came under the direction and management of Evergreen Alliance Golf now ARCIS, and with the cooperation and support of the City of North Richland Hills. The operational commitment made by ARCIS has allowed Iron Horse Golf Course to remain one of the few municipal golf courses that pays for its operational expenses. Conveniently located in the heart of North Richland Hills, Iron Horse Golf Course's remarkable golf, array of amenities, and friendly, personalized service have earned it recognition among the finest daily fee golf properties in the DFW Metroplex. That would not have been as consistently possible without the commitment made to the City of North Richland Hills by the leadership and team members of ARCIS. The commitment and dedication made by ARCIS to continue the high level of service, operational standards, strong agronomic practices and stewardship of the golf course positioned the City of North Richland Hills to invest in extensive capital improvements in 2019. During the renovation, ARCIS provided needed operational continuity and championed Iron Horse at the completion of the renovation efforts when reopening to full course operations and facility amenities. It is with great appreciation for outstanding leadership and dedicated service that we recognize ARCIS for their commitment to Iron Horse Golf Course and our community. That dedication set the standard for future success of this shining star facility in North Richland Hills. "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Approve minutes of the March 7, 2022 regular City Council meeting. PRESENTER: Alicia Richardson, City Secretary SUMMARY: The minutes are listed on the consent agenda and approved by majority vote of Council at the City Council meetings. GENERAL DESCRIPTION: The City Secretary's Office prepares action minutes for each City Council meeting. The minutes for the previous meeting are placed on the consent agenda for review and approval by the City Council, which contributes to a time efficient meeting. Upon approval of the minutes, an electronic copy will be uploaded to the City's website. RECOMMENDATION: Approve minutes of the March 7, 2022 regular City Council meeting. MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE MARCH 7, 2022 Rescheduled from March 14, 2022 WORK SESSION The City Council of the City of North Richland Hills, Texas met in work session on the 7th day of March at 6.30 p.m. in the City Council Workroom prior to the 7.00 p.m. regular City Council meeting. Present: Oscar Trevino Mayor Tito Rodriguez Place 1 Rita Wright Oujesky Associate Mayor Pro Tem, Place 2 Mason Orr Mayor Pro Tem, Place 4 Patrick Faram Place 5 Scott Turnage Place 6 Kelvin Deupree Place 7 Absent: Suzy Compton Deputy Mayor Pro Tem, Place 3 Staff Members: Mark Hindman City Manager Paulette Hartman Deputy City Manager Karen Manila Assistant City Manager Jimmy Perdue Director of Public Safety Alicia Richardson City Secretary Maleshia B. McGinnis City Attorney CALL TO ORDER Mayor Trevino called the meeting to order at 6.01 p.m. 1. DISCUSS ITEMS FROM REGULAR CITY COUNCIL MEETING. City Council had no questions for staff. EXECUTIVE SESSION 1. SECTION 551.071: CONSULTATION WITH THE CITY ATTORNEY TO SEEK ADVICE ABOUT PENDING OR CONTEMPLATED LITIGATION - IN RE NORTH RICHLAND HILLS ALAMO, LLC, CASE NO. 22-40384-ELM11, FILED IN THE US BANKRUPTCY COURT, NORTHERN DISTRICT OF TEXAS. March 07, 2022 City Council Meeting Minutes Page 1 of 10 2. SECTION 551.072: DELIBERATE THE PURCHASE, EXCHANGE, LEASE OR VALUE OF REAL PROPERTY -4908 MARILYN LANE Mayor Trevino announced at 6.31 p.m. that the City Council would adjourn into Executive Session as authorized by Chapter 551, Texas Government Code, Section 551.071: Consultation with the City Attorney to seek advice about pending or contemplated litigation - In re North Richland Hills Alamo, LLC, Case No. 22-40384-elm11 , filed in the US Bankruptcy Court, Northern District of Texas and Section 551.072: Deliberate the purchase, exchange, lease or value of real property - 4908 Marilyn Lane. Executive Session began at 6.32 p.m. and recessed at 6.49 p.m. Mayor Trevino announced at 6.49 that City Council would convene to the regular City Council meeting. REGULAR MEETING A. CALL TO ORDER Mayor Trevino called the meeting to order March 7, 2022 at 7.01 p.m. Present: Oscar Trevino Mayor Tito Rodriguez Place 1 Rita Wright Oujesky Associate Mayor Pro Tem, Place 2 Mason Orr Mayor Pro Tem, Place 4 Patrick Faram Place 5 Scott Turnage Place 6 Kelvin Deupree Place 7 Absent: Suzy Compton Deputy Mayor Pro Tem, Place 3 Staff Members: Mark Hindman City Manager Alicia Richardson City Secretary Maleshia B. McGinnis City Attorney A.1 INVOCATION Council member Rodriguez gave the invocation. A.2 PLEDGE - COUNCIL MEMBER RODRIGUEZ Council member Rodriguez led the Pledge of Allegiance to the United States and Texas flags. March 07, 2022 City Council Meeting Minutes Page 2 of 10 A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) There were no items for this category. A.4 CITIZENS PRESENTATION There were no requests to speak from the public. A.5 PUBLIC COMMENTS There were no requests to speak from the public. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA No items were removed from the consent agenda. B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS APPROVED A MOTION WAS MADE BY MAYOR PRO TEM ORR, SECONDED BY COUNCIL MEMBER RODRIGUEZ TO APPROVE THE CONSENT AGENDA. MOTION TO APPROVE CARRIED 6-0. B.1 APPROVE MINUTES OF THE FEBRUARY 28, 2022 REGULAR CITY COUNCIL MEETING. C. PUBLIC HEARINGS CA ZC21-0011, ORDINANCE NO. 3733, PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM BCC ENGINEERING FOR SPECIAL USE PERMIT FOR A QUICK SERVICE RESTAURANT AT 5555 RUFE SNOW DRIVE, BEING 5.4ACRES DESCRIBED AS LOT 1R, BLOCK 4, INDUSTRIAL PARK ADDITION. APPROVED Mayor Trevino opened the public hearing and called on Principal Planner Clayton Husband to introduce the item. Mr. Husband informed City Council the applicant is requesting a special use permit for a quick service restaurant on 5.4 acres located at 5555 Rufe Snow Drive. The area is designated on the Comprehensive Land Use Plan as retail commercial and the current March 07, 2022 City Council Meeting Minutes Page 3 of 10 zoning is C-2 commercial. Mr. Husband provided site photos of the property. Applicant representative Andrew Browning 4501 Oxbow Drive, McKinney, Texas presented the request. Mr. Browning shared the history of PJ's Coffee of New Orleans, which is a farm to cup business. The menu will include beignets and various pastries in addition to varied coffees. PJ's is involved with their communities. Mr. Browning shared his scholarship program available to employees. The existing site is a perfect location for his business. Ms. Clarice Westman Hodapp with BCC Engineering, located at 825 County Road 702, Cleburne, Texas provided an overview of the drive-through circulation and landscape plan. The property owner has agreed to provide sidewalks, ADA ramps and access to the Iron Horse development. Mr. Husband presented staff's report. The Planning and Zoning Commission, at their February 17, 2022 meeting, recommended approval with a vote of 6-0, specifically with the sidewalk recommendation of the Development Review Committee. Mayor Trevino asked the City Secretary to call on those who completed a public meeting appearance form to speak during the public hearing. There being no forms submitted, Mayor Trevino asked if there was anyone in the audience wishing to speak on the item to come forward. There being no one wishing to speak, Mayor Trevino closed the public hearing. A MOTION WAS MADE BY COUNCIL MEMBER DEUPREE, SECONDED BY COUNCIL MEMBER TURNAGE TO APPROVE ORDINANCE NO. 3733, WITH DRC COMMENTS AND SIGNAGE AND PAVEMENT MARKINGS, AS APPROVED BY STAFF. MOTION TO APPROVE CARRIED 6-0. D. PLANNING AND DEVELOPMENT There were no items for this category. E. PUBLIC WORKS EA CONSIDER THE 2022 PREVENTIVE STREET MAINTENANCE PROGRAM. APPROVED Assistant Director of Public Works Boe Blankenship presented the item. Mr. Blankenship provided City Council with an overview of the 2022 preventative street maintenance program. The program includes 72 streets with more than 10 centerline miles. The types of preventive street maintenance includes: crack seal, slurry seal, micro surfacing, and 2" asphalt overlays for asphalt and partial pavement replacement March 07, 2022 City Council Meeting Minutes Page 4 of 10 and crack seal for concrete streets. Mr. Blankenship informed City Council the City also partners with Tarrant County for asphalt rehabilitation. Item E.2, authorizes the City Manager to execute an interlocal agreement with Tarrant County to rehabilitate and resurface Onyx Drive South from Billy Faye Drive to Bonzer Street. Mr. Blankenship shared with City Council that the 2022 preventative street maintenance program includes 77 projects on 72 streets with more than 10 centerline miles, and six pavement treatments for a cost of$1,161,879. Asphalt overlay street recommendations include: (1) Cancun Drive, 6600; (2) Dewsbury Street, 6500-6600; (3) Hanging Cliff Place, 7000-7100; (4) Hillside Court, 6600; (5) Jaime Renee Lane, 7717-7734; (6) Moss Lane, 6700-6800; (7) Onyx Drive South, 6300-6600; (8) Ridgetop Road, 6700; and (9) Vance Road, 4300-4408. Asphalt slurry seal and micro surfacing recommendations include: (1) Brandi Place, 7700; (2) Bursey Court, 7700; (3) Dogwood Lane, 6800; (4) Harwick Lane, 7100-7200; (5) Market Court, 6200; (6) Oak Hills Court, 7000; (7) Rogene Court, 3600; (8) Rumfield Road, 8900-9200; (9) Rumfield Road, 8500-8800; (10) Rumfield Road, 8800-8900; (11) Steeple Ridge Drive, 8517-8529; (12) Willowcrest Drive, 3400. Asphalt crack seal street recommendations include: (1) Amundson Road, 6400; (2) Bluebonnet Court, 6800; (3) Boulder Court, 6500; (4) Cardinal Court, 7800; (5) Cardinal Lane, 8500; (6) Chilton Drive, 6605-6633; (7) Circle Drive North, 5900; (8) Eden Road, 7000-7100; (9) Hickory Hollow Lane, 6800; (10) Kimberly Court, 7600; (11) Martin Drive, 9100-9200; (12) Meadowview Terrace, 7000-7064; (13) Meandering Court, 9200-9300; (14) Meandering Drive, 9200-9300; (15) Newman Drive, 8000-8200; (16) Northeast Parkway, 8200; (17) Onyx Drive North, 6435-6553; (18) Onyx Drive North, 6200-6233; (19) Shady Lake Drive, 4500-4549; (20) Springdale Lane, 6800; (21) Starnes Road, 8200-8300; (22) Vance Road, 3800-4000; (23) Victoria Avenue, 7000; and (24) Waycrest Drive, 4600. Concrete partial pavement recommendations include: (1) Abbott Avenue, 5100; (2) Boulder Drive, 5100; (3) Brandi Place, 7768-7800; (4) Clover Leaf Drive, 7800; (5) Ember Oaks Drive, 7800; (6) Inverness Drive, 6300; (7) Oak Ridge, 7300; (8) San Jacinto Court, 8000; (9) Stephanie Court, 7100; (10) Strummer Drive, 5017-5100; (11) Twisted Oaks Way, 8600; (12) Waggoner Ranch Road, 6800-6900; (13) North Tarrant Parkway, 7800; and (14) North Tarrant Parkway, 8900. Concrete crack seal recommendations include: (1) Bursey Road, 7400-7416; (2) Circle Drive North, 5800; (3) Emerald Circle, 8300; (4) Falcon Court, 7300; (5) Fireside Drive, 8000-8100; (6) Green Valley Drive, 7900-8000; (7) Holiday Lane, 6044-6068; (8) Holiday Lane, 6000-6044; (9) Iron Horse Boulevard, 7200-7300; (10) Lindwall Court, 7300; (11) March 07, 2022 City Council Meeting Minutes Page 5 of 10 Newman Drive, 5809-8616; (12) Newman Drive, 7900; (13) Pecan Ridge Drive, 8100; (14) Robins Ways, 5713-5900; (15) Sheffield Court, 7900; (16) Thornhill Drive, 8217-8340; (17) Tourist Drive, 5600-5640; and (18) Winter Park Drive, 5800-5963. A MOTION WAS MADE BY COUNCIL MEMBER TURNAGE, SECONDED BY COUNCIL MEMBER FARAM TO APPROVE THE 2022 PREVENTIVE STREET MAINTENANCE PROGRAM. MOTION TO APPROVE CARRIED 6-0. E.2 AUTHORIZE THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH TARRANT COUNTY TO REHABILITATE AND RESURFACE ONYX DRIVE SOUTH FROM BILLY FAYE DRIVE TO BONZER STREET. APPROVED This item was presented in conjunction with item F.1. A MOTION WAS MADE BY ASSOCIATE MAYOR PRO TEM WRIGHT OUJESKY, SECONDED BY COUNCIL MEMBER RODRIGUEZ TO AUTHORIZE THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH TARRANT COUNTY TO REHABILITATE AND RESURFACE ONYX DRIVE SOUTH FROM BILLY FAYE DRIVE TO BONZER STREET. MOTION TO APPROVE CARRIED 6-0. F. GENERAL ITEMS FA CONSIDER RESOLUTION NO. 2022-014, AUTHORIZING ACCEPTANCE OF THE SUPPLEMENTAL GRANT #2848907 AWARD FROM THE OFFICE OF THE GOVERNOR IN THE AMOUNT OF $2,639,791.45INCREASING THE NORTH TEXAS ANTI-GANG CENTER'S FY2022 TOTAL OPERATIONS BUDGET TO $3,524,121.80. APPROVED Director of Public Works Jimmy Perdue presented items F.1 and F.2. Mr. Perdue informed City Council the City of North Richland Hills serves as the fiduciary and sponsoring agency for the North Texas Anti-Gang ("TAG") Center. The Governor's Office notified the City of a supplemental grant award from House Bill 5 for TAG Centers throughout Texas. The supplemental award will increase the North Texas TAG Center's operating budget by $2,639,791.45 for a total Fiscal Year 2022 budget of $3,524,121.80. March 07, 2022 City Council Meeting Minutes Page 6 of 10 Mr. Perdue shared that companion item F.2, Resolution No. 2022-015, requests approval to apply and submit a grant application to continue the North Texas TAG Center annual operations budget for Fiscal Year 2023. As grantee, the City will coordinate and manage the grant. The City will receive a maximum reimbursement amount of $164,691.00 for administrative costs for time and resources dedicated to the grant. The City will also receive a maximum of $107,862.33, which is 10% of eligible modified total direct costs in the Fiscal Year 2023 grant application. A MOTION WAS MADE BY COUNCIL MEMBER DEUPREE, SECONDED BY ASSOCIATE MAYOR PRO TEM WRIGHT OUJESKY TO APPROVE RESOLUTION NO. 2022-014, AUTHORIZING ACCEPTANCE OF THE SUPPLEMENTAL GRANT #2848907 AWARD FROM THE OFFICE OF THE GOVERNOR IN THE AMOUNT OF $2,639,791.45INCREASING THE NORTH TEXAS ANTI-GANG CENTER'S FY2022 TOTAL OPERATIONS BUDGET TO $3,524,121.80. MOTION TO APPROVE CARRIED 6-0. F.2 CONSIDER RESOLUTION NO. 2022-015, AUTHORIZING SUBMISSION OF THE APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE TEXAS GOVERNOR'S OFFICE HOMELAND SECURITY DIVISION FY2023 NORTH TEXAS ANTI-GANG CENTER, GRANT#284890. APPROVED This item was presented in conjunction with item F.1. A MOTION WAS MADE BY ASSOCIATE MAYOR PRO TEM WRIGHT OUJESKY, SECONDED BY COUNCIL MEMBER RODRIGUEZ TO APPROVE RESOLUTION NO. 2022-015, AUTHORIZING SUBMISSION OF THE APPLICATION AND ACCEPTANCE OF ALLOCATED FUNDS IF AWARDED FOR THE TEXAS GOVERNOR'S OFFICE HOMELAND SECURITY DIVISION FY2023 NORTH TEXAS ANTI-GANG CENTER, GRANT#284890. MOTION TO APPROVE CARRIED 6-0. F.3 APPROVE RESOLUTION NO. 2022-016, RECEIVING THE CERTIFICATION OF UNOPPOSED CANDIDATES AND CANCELING THE MAY 7, 2022 GENERAL ELECTION. APPROVED City Secretary/Chief Governance Officer Alicia Richardson informed City Council the March 07, 2022 City Council Meeting Minutes Page 7 of 10 purpose of Resolution No. 2022-016, is to receive the certification of unopposed candidates for the 2022 general election and to cancel the May 7, 2022 general election. The filing period for the 2022 general election began January 19, 2022 and concluded on February 18, 2022. The unopposed candidates are Oscar Trevino, Mayor; Rita Wright Oujesky, Place 2; Mason Orr, Place 4; and Scott Turnage, Place 6. The newly elected officials will be sworn into office at the May 18, 2022 City Council meeting. Ms. Richardson informed City Council a copy of the cancellation order will be placed on the doors of City Hall, Public Library and former Bursey Senior Center on Election Day. A copy of the order will also be provided to Tarrant County to include with their notices posted at each Election Day polling location. A MOTION WAS MADE BY MAYOR PRO TEM ORR, SECONDED BY COUNCIL MEMBER FARAM TO APPROVE RESOLUTION NO. 2022-016. MOTION TO APPROVE CARRIED 6-0. FA CONSIDER RESOLUTION NO. 2022-017, APPOINTING A MEMBER TO THE CIVIL SERVICE COMMISSION. APPROVED City Secretary/Chief Governance Officer Alicia Richardson presented item. Mayor Trevino recommends the appointment of Marvin Smith to the Civil Service Commission. If approved, Mr. Smith will fulfill the vacancy in Place 4, term expiring June 30, 2022. Staff recommends approval of Resolution No. 2022-017. A MOTION WAS MADE BY COUNCIL MEMBER TURNAGE, SECONDED BY COUNCIL MEMBER RODRIGUEZ TO APPROVE RESOLUTION NO. 2022-017. MOTION TO APPROVE CARRIED 6-0. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA APPROVED Mayor Trevino announced there was action necessary as the result of discussion in Executive Session pursuant to Section 551.072: Deliberate the purchase, exchange, lease or value of real property - 4908 Marilyn Lane. March 07, 2022 City Council Meeting Minutes Page 8 of 10 A MOTION WAS MADE BY MAYOR PRO TEM ORR, SECONDED BY COUNCIL MEMBER DEUPREE TO AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND EXECUTE A ONE TO FOUR FAMILY RESIDENTIAL CONTRACT WITH OLIVIA BAJA, AND EXECUTE ANY NECESSARY AND RELATED DOCUMENTS FOR THE SALE OF PROPERTY LOCATED AT 4908 MARILYN LANE IN THE AMOUNT OF $250,000. MOTION TO APPROVE CARRIED 6-0. H. INFORMATION AND REPORTS H.1 ANNOUNCEMENTS Council member Turnage made the following announcements. Enjoy an evening of classical music at the NRH Library on Thursday, March 17. The Spectrum Chamber Music Society will perform in the Library lobby starting at 5.30 p.m. Admission is free. This event is part of the Library's Celebrating Culture Series. Please visit the Library's website for more information. Keep NRH Beautiful is hosting a free virtual Vegetable Gardening Seminar at 6.00 p.m. on Thursday, March 24. Attendees will learn when to plant vegetables and how to care for them. You can find a link to register for the seminar on the city's website. NRH Parks & Recreation invites you to an Open Trail Ride at the new Fossil Creek Mountain Bike Trails on Saturday, March 26 from 10.00 a.m. to 1.00 p.m. Riders of all ages are welcome. Please visit the city's website for more information. Kudos Korner - Clayton Husband in the Planning Department - City staff expressed appreciation for the assistance Clayton provided them. His knowledge and ability to quickly retrieve the information they needed was very beneficial. They appreciate his teamwork and willingness to help out. I. ADJOURNMENT Mayor Trevino adjourned the meeting at 8.03 p.m. Oscar Trevino, Mayor March 07, 2022 City Council Meeting Minutes Page 9 of 10 ATTEST: Alicia Richardson City Secretary/Chief Governance Officer March 07, 2022 City Council Meeting Minutes Page 10 of 10 "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: PLAT22-0008 Consideration of a request from Jason Haynie for a replat of Lots 8R and 9, Block B, Green Valley Country Estates, being 3.984 acres located at 7409 Bursey Road and 8008 Valley Drive. PRESENTER: Clayton Comstock, Planning Director SUMMARY: Jason Haynie is requesting approval of a replat of Lots 8R and 9, Block B, Green Valley Country Estates. This 3.984-acre property is located at 7409 Bursey Road and 8008 Valley Drive. GENERAL DESCRIPTION: The property under consideration consists of two parcels located on Bursey Road and Valley Drive. The applicant owns both properties, and resides at 7409 Bursey Road. The property on Valley Drive is unplatted and currently developed with a vacant single-family residence. The applicant intends to subdivide the property on Valley Drive to incorporate the eastern portion of the site into his existing lot. The remaining portion of the property would be platted as a separate lot for single-family residential construction. The property is zoned R-1-S (Special Single-Family), and the lots are summarized in the table below. 1111�i ioioiVIVIVIVIVVIVIVi�i o �iiooiu �ll oilooioi viol ll � liilm � IV I I lu Lot size:One(1)acre 2.784 acres 1.2 acres Lot width:85 feet 256 ft 179 ft Lot depth: 120 feet 515 ft 291 ft Front building line:25 feet.....................................21.ft..................................25..ft... LAND USE PLAN: This area is designated on the Land Use Plan as Residential Estate. This designation promotes neighborhoods defined by larger single-family lots and homes at a density of less than two (2) units per acre. These neighborhoods are characterized by large lots, rural street design, estate-style fencing, barns, and livestock. These properties address a specific market niche and add to the diverse mix of housing and lot options for the community. "K NOKTH KICHLAND HILLS CURRENT ZONING: The property is currently zoned R-1-S (Special Single-Family). The R-1-S zoning district is intended to provide areas for very low-density development of single-family detached dwelling units that are constructed at an approximate density of one unit per acre in a quasi-rural setting. The R-1-S district is specifically planned to allow for the keeping of livestock in a residential setting. TRANSPORTATION PLAN: The development has frontage on the following streets. Right-of-way dedication is not required for this plat. Bursey Road C41J Major Collector Suburban Neighborhood 4-lane undivided roadway 68-foot right-of-way width Valley Drive R21J Local Road Local Road 2-lane undivided roadway 50-foot right-of-way width SURROUNDING ZONING ( LAND USE: NORTH AG(Agricultural) Residential Estate Single-family residences WEST AG(Agricultural) Residential Estate Single-family residences AG(Agricultural) Residential Estate SOUTH Single-family residences R-2(Single-Family Residential) Low Density Residential EAST R-2(Single-Family Residential) Low Density Residential Single-family residences PLAT STATUS: A portion of the property is platted as Lot 8, Block B, Green Valley Country Estates. The remainder of the site is unplatted. PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission considered this item at the March 3, 2022, meeting and voted 5-0 to approve the plat with the conditions outlined in the Development Review Committee comments. The applicant has revised the plat to address all conditions. DRC REVIEW & RECOMMENDATION: The Development Review Committee (DRC) recommends approval of the plat, which is in conformance with the subdivision regulations and the zoning ordinance. RECOMMENDATION: Approve PLAT22-0008. .......................... ........... ............... ............... ai LL o ............ 0 ................................................................................................. 00 ............... ............... ................... .......... 118 v........ .......................... ............... ............... ............... ............... ............... 0 .......................................................... 0 ............... ................................................................... ...................................... ............... .......................... 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TTM7 MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE PLANNING AND ZONING COMMISSION OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL, 4301 CITY POINT DRIVE MARCH 3, 2022 CA PLAT22-0008 CONSIDERATION OF A REQUEST FROM JASON HAYNIE FOR A REPLAT OF LOTS 8R AND 9, BLOCK B, GREEN VALLEY COUNTRY ESTATES, BEING 3.984 ACRES LOCATED AT 7409 BURSEY ROAD AND 8008 VALLEY DRIVE. APPROVED WITH CONDITIONS Chair Welborn introduced the item and called for Principal Planner Clayton Husband to introduce the request. Mr. Husband introduced the request. Chair Welborn called for the applicant to present the request. Jason Haynie, 7409 Bursey Road, North Richland Hills, TX, presented the request. Chair Welborn called for Mr. Husband to present the staff report. Mr. Husband presented the staff report. A MOTION WAS MADE BY VICE CHAIR TYNER, SECONDED BY COMMISSIONER BOWEN TO APPROVE PLAT22-0008 WITH THE CONDITIONS OUTLINED IN THE DEVELOPMENT REVIEW COMMITTEE COMMENTS. MOTION TO APPROVE CARRIED 5-0. March 03, 2022 Planning and Zoning Commission Meeting Minutes Page 1 of 1 "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: PLAT22-0010 Consideration of a request from Karma Associate LLC for an amended plat of Lot 2R, Block 2, Fresh Meadows Estates, being 0.25 acres located at 8505 Fresh Meadows Road. PRESENTER: Clayton Comstock, Planning Director SUMMARY: Karma Associate LLC is requesting approval of an amended plat of Lot 2R, Block 2, Fresh Meadows Estates. This 0.25-acre property is located at 8505 Fresh Meadows Road. GENERAL DESCRIPTION: The plat consists of a single lot located on the west side of Fresh Meadows Road, north of Shady Grove Road. The lot is part of Fresh Meadows Estates, which was platted in 2017. The lot is currently vacant. The amended plat would make the following revisions to the previous plat. 1. The existing 20-foot side building line adjacent to the north property line is removed from the lot. This building line was established by the original plat in the event the 50-foot wide strip of property north of the lot became a public right-of-way. 2. A standard plat note is added that states the purpose for the amended plat. 3. General notes required for all plats are added to the drawing. The plat does not alter or remove any recorded covenants or restrictions, if any, on the property. LAND USE PLAN: This area is designated on the Land Use Plan as Low Density Residential. This designation promotes quality neighborhoods of conventional suburban single-family detached homes. General characteristics of these neighborhoods include a density of two to six dwelling units per acre and houses of one- and two-stories. CURRENT ZONING: The property is zoned R-2 (Single-Family Residential). This district is intended to provide areas for low density development of single-family detached dwelling units which are constructed at an approximate density of 4.0 units per acre TRANSPORTATION PLAN: The development has frontage on the following streets. Right-of-way dedication is not required for this plat. "K NOKTH KICHLAND HILLS Fresh Meadows Road R21J Local Road Suburban Neighborhood 2-lane undivided roadway 50-foot right-of-way width SURROUNDING ZONING ( LAND USE: NORTH AG(Agricultural) Low Density Residential Vacant WEST AG(Agricultural) Low Density Residential Single-family residence SOUTH R-2(Single-Family Residential) Low Density Residential Vacant EAST R-2(Single-Family Residential) Low Density Residential Vacant PLAT STATUS: The property is currently platted as Lot 2, Block 2, Fresh Meadows Estates. PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission considered this item at the March 3, 2022, meeting and voted 5-0 to approve the plat with the conditions outlined in the Development Review Committee comments. The applicant has revised the plat to address all conditions. DRC REVIEW & RECOMMENDATION: The Development Review Committee (DRC) recommends approval of the plat, which is in conformance with the subdivision regulations and the zoning ordinance. RECOMMENDATION: Approve PLAT22-0010. HIGH POINT a� / Li O O Ln ............................................................................. ............................... Ln N M 0 /� ... ............... ........ p 39(11?A 31d331S o N w O J i C Lo Z 2 Hp N Lo O ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, I Z I, ......... SMO(1V3W HS383 /.................... ....................................................... ............. .... p v c SNIGGIH .............................. 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Qp .r � a o�z x W w p z O> - 75 lo w�i - Z F a n = am 75 S - - - - o ' _ ¢ _ _ > _ - } - - - - - - = - LL�� m — m- - - ¢a m° =wms = p o _ - _ zw ¢ s zo= s w ox, z �o_znd „a r-_ - p _ NVIONI UU O 30 - v.= s ten¢ z¢ �o_n�¢ z MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE PLANNING AND ZONING COMMISSION OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL, 4301 CITY POINT DRIVE MARCH 3, 2022 C.3 PLAT22-0010 CONSIDERATION OF A REQUEST FROM KARMA ASSOCIATE LLC FOR AN AMENDED PLAT OF LOT 2R, BLOCK 2, FRESH MEADOWS ESTATES, BEING 0.25 ACRES LOCATED AT 8505 FRESH MEADOWS ROAD. APPROVED WITH CONDITIONS Chair Welborn introduced the item and called for Principal Planner Clayton Husband to introduce the request. Mr. Husband introduced the request. Chair Welborn called for the applicant to present the request. Osama Nashed, ANA Consultants, 5000 Thompson Terrace, Colleyville, Texas, presented the request. Chair Welborn called for Mr. Husband to present the staff report. Mr. Husband presented the staff report. A MOTION WAS MADE BY COMMISSIONER BOWEN, SECONDED BY COMMISSIONER HOFFA TO APPROVE PLAT22-0010 WITH THE CONDITIONS OUTLINED IN THE DEVELOPMENT REVIEW COMMITTEE COMMENTS. MOTION TO APPROVE CARRIED 5-0. March 03, 2022 Planning and Zoning Commission Meeting Minutes Page 1 of 1 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Authorize the City Manager to execute multiple one-year agreements with four (4), one-year optional renewals, with Johnson Controls Security Solutions, LLC as sole source provider for alarm systems and services to NRH2O Family Water Park in an annual amount not to exceed $20,000, collectively not to exceed $100,000 over a five-year period. PRESENTER: Frank Perez, NRH2O General Manager SUMMARY: This item seeks Council approval for fire and burglar alarm systems for NRH2O Family Water Park for FY 2022. GENERAL DESCRIPTION: This item is to approve multiple agreements with Johnson Controls Security Solutions LLC (Johnson Controls) to provide burglar and fire alarm systems and monitoring for NRH2O Family Water Park buildings. NRH2O Family Water Park has used Johnson Controls fire and security alarm systems for over twenty years. Johnson Controls has provided timely and responsive service to NRH2O Family Water Park and many other businesses throughout the state of Texas for many years. Johnson Controls is the only company authorized to service the security equipment used by the Water Park. The City Attorney negotiated a standard agreement Johnson Controls to utilize for all services for the next five years. All equipment and services will be processed using the same terms and conditions, but will be signed separately for each service. This item is to approve five agreements with Johnson Controls for maintenance and repairs to equipment that was damaged during the winter storm, services for the burglar and fire alarm systems for the main building, and general maintenance for the main building systems. The agreements are for a one-year term and each agreement contains four (4) one-year optional renewals. Staff anticipates spending up to $20,000 annually for maintenance, repairs and equipment for the fire and burglar alarm systems. Provided funds are appropriated in the city's annual budget for the renewal years, and the terms and conditions of the contract do not change, the remaining renewals will not require additional City Council approval. While NRH2O Family Water Park is owned and operated by the city, the park is primarily funded through revenue generated by the park. IrLp NOKTH KICHLAN HILLS RECOMMENDATION: Authorize the City Manager to execute multiple one-year agreements with four (4), one- year optional renewals, with Johnson Controls Security Solutions, LLC as sole source provider for alarm systems and services to NRH2O Family Water Park in an annual amount not to exceed $20,000, collectively not to exceed $100,000 over a five-year period. Sole Source Justification/Approval Form REQ k- Po#_ Complete this form when only one source is available for goods or services requested or when only one product will meet your needs.Respond to all questions that apply.Please complete and forward to the Purchasing Department,along with Sole Source letter provided by vendor.if more space Is needed,please attach additional page(s). 1. Provide Estimated Price. Up to$20,000 annually 2. Provide name,manufacturer,and model number of item being purchased or the services to be purchased. Johnson Controls Security Solutions, LLC, fire/burglar alarm equipment and services 3. Provide Description of requested items or services and their purpose(s).Add additional sheet if needed. Continue to provide equipment and services that allow Johnson Controls to operate, monitor and service water park fire/burglar alarm systems in 5 water park buildings. 4. Reason(s)for requesting a sole source purchase: 9 Original manufacturer or provider. •Only local distributor for the original manufacturer or provider. •Only known item or service matching the requested needs or performing the intended task. •Sole provider of a licensed or patented good or service. •Sole provider of Items compatible with existing equipment,inventory,systems,programs or services. •Sole provider or factory-authorized warranty service. •None of the above applies(Please attach a detailed explanation and justification for this sole source request.) 5. f lain why the��Auct or sei�icp Wieste s the gly one that can satis our rewiinents. Ne w as us Jo` son`tontro I y years and s equipment an ervic s or over twenty Johnson Controls is the only authorized agency that can use and service their equipment. 6. identify other sources reviewed and why they are unacceptable.Be specific with regard to specifications. Attach additional pages if necessary. DFW Security, Fort Knox Security, Metroplex Security Systems. These all provide similar services but the park would have to remove existing equipment, install new equipment and upgrade alarm systems to match current existing codes, all at a very significant cost. I certify that the above statements are true and correct,and that no other material fact or consideration offered or given has influenced this recommendation for a sole-source or proprietary purchase. Frank Perez General Manager NRH20 Print/Ty ee Print/Type Title Department 3/16122 817-427-6504 Department Dieector's Signature Date Telephone Number 11011111101.MMIRMSIMI 11 Digitally signed by Scott Kendall Approved by-Scott Kendall Date:2022.03.16 Date: 3/16122 Purchasing Manager(or designee) Purchasing Department 4301 City Point Drive&North Richland Hills,TX 76180*P:(817)427-6150 F:(817)427-6151 09/2018 Johnson nso4n * Controls March 16,2O22 Frank Perez City of North Richland Hills 4301 City Point Drive North Richland Hills,Texas 701OU Dear Frank, Johnson Controls provides integrated security oo|uUunS to bVSinouwnS |ihG yVV/e throughout the world. |D North America, Johnson Controls maintains over 2OO full- se rviC8 brick 8Dd mu/tor QffiCes, staffed by 0Ur8 then 10,000 cVmpany-hain8d employees, including over 3.700 service personnel. With unparalleled presence 8Cr000 the U.S., Johnson Cunbn|S Service and inSL8UahOn teams are specially trained and focused on Our technology offerings. At your facility, Johnson Controls maintains and services Fire A|8[0 and Security Alarm equipment and services as a sole source provider. In this role, Johnson Controls maintains proprietary information and data in regard to the Vpe/odun' maintenance, and monitoring of Fire Alarm and 800urib/ Alarm Systems a( NRH2U. Thank you for allowing Johnson Controls the opportunity to provide Nrh2o Family Water Park with Fire Alarm and Security Alarm services, maintenance, and monitoring. | 0ffer you my personal commitment to help ensure Johnson Controls meets your business needs. Sinoerely, Donald Hei\zmnn Commercial Business Solutions Johnson * Beachside Burg Renew and Cell � � k 1111111111 11111111111111111111111�►c�trcasF � IN COMMERCIAL.SALES AGREEMENT TOWN NO, CUSTOMER NO. JOB NO. PO NO, ESTIMATE NO. 0034-FT WORTH,TX 1.600VJ8R Johnson Controls Security Solutions LLC("Johnson Nrh2o Family Water Park DATE:2/1/2022 Controls") d/b/a: Donald Heitzman ("Customer") 4200 Buckingham Rd, Customer Billcl Information Customer Premises Serviced Fort Worth,TX 76117-2618 9001 Boulevard 26, 9001 Boulevard 26, Tale.No.(630)706-5036 North Richland Hills,TX 76180 North Richland Hills,TX 76180 Attn: Attn:Frank Perez Tele.No. Tale.No.(817)427-6507 This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC("Johnson Controls")effective as of the date signed by Customer. By entering into this Agreement,Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement.The Equipment andlor Services,collectively the System(s) covered under this Agreement is/are listed in the attached Schedule(s)of Protection/Scope of Work("SOW"), I. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer Letter (a) State Specific Forms,if applicable(e,g.,local permit applications) (b) Scope of Work/Schedule(s)of Protection (f) Customer Installation Acceptance Form(specific to Equipment/Services purchased) (c) Tarim and Conditions (g) If multiple locations,see attached schedule (d) Additional Terms and Conditions II. CHARGES AND FEES;TAXES: a.Equipment Installation.Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Work/Schedule of Protection plus applicable"Fees"and "Taxes"as defined below("Installation Charge"),Upon acceptance of this Agreement,Customer will pay to Johnson Controls the Installation Deposit Amount set forth in the Scope of Work/Schedule of Protection. Johnson Controls may invoice Customer for progress billings based upon Equipment and/or System components delivered or stored,and/or Services performed before completion of the System/Equipment installation,activation of the System, connection to the CMC,or any other Service(s).All outstanding Installation Charges and/or Fees shall be due and payable upon completion of the installation of the Equipment/System and as a precondition to activation of System and,if applicable,connection to Johnson Controls Central Monitoring Center("CMC")or any other Service(s). Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must be agreed to by Johnson Controls and Customer in writing and may be subject to additional charge-,s,fees and/or taxes,Any equipment ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and may be subject to shipping,handling,and/or restocking fees.Until Customer has paid Johnson Controls the Installation Charge and Fees,and Taxes in full,Customer grants to Johnson Controls a security interest in the Equipment and all the proceeds thereof to secure such payment. b.Services.Customer agrees to pay Service Charges per annum set forth in the Scope of Work/Schedule of Protection(the"Annual Service Charges"), payable an advance on a(n)Annual basis plus applicable Taxes for 5 year(s)(the'initial Term")effective from the date such Service is operative under this Agreement..After the Initial Term this Agreement shall automatically renew on elan Annual basis.Johnson Controls will provide Customer with notice of any adjustments in the Charges,Fees and/or Taxes applicable to the renewal period no later than forty-five(45)days prior to the commencement of the renewal period.Unless terminated by either party upon written notice at least thirty(30)days prior to the anniversary date,the adjusted Charges,Fees and/or Taxes will be the Charges,Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to increase Annual Service Charge(s)after one(1)year and may increase prices upon notice to Customer to reflect increases in material and labor costs.For termination prior to the end of the Initial Term,Customer agrees to pay,in addition to any outstanding Fees and charges for Service(s)rendered prior to termination 90%of the Annual Service Charge(s)remaining to be,paid for the unexpired teen of the Agreement as liquidated damages but not as a penalty. c.Other Charges, Customer agrees to pay any assessments,taxes,fees or charges imposed by any governmental body,telephone,communication,or signal transmission company such as false alarm,permitting or connection fees,or administration fees or service charges assessed by Johnson Controls related to AHJ requirements and/or changes to applicable laws,the need to reprogram alarm controls/devices to comply with area code,signal transmission,numbering or other changes relating to the installed Eq uipment and/or Service(s)provided under this Agreement("Fees"). Customer is solely responsible to pay all applicable sales,use and/or similar taxes imposed by any taxing or governmental authority on the Equipment,System and/or Services provided hereunder ("Taxes")unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate, Customer shall remain liable for the payment of any such 1-axes until paid in full. d.Invoicing. Invoices are due upon receipt unless otherwise specified on the invoice,Disputed invoices must be identified in writing within twenty-one(21)days of the date of invoice.Payment of any disputed amounts is due and payable upon resolution,Payment is a condition precedent to Johnson Controls'obligation to perform Services under this Agreement.Charges for Equipment and material covered by this Agreement do not include any amounts for changes in tariffs,duties or other similar charges imposed and/or enacted. III. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of its written Amendments,Riders,Scope of Work andlor Exhibits,constitutes the entire agreement between the Customer and Johnson Controls relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings.The terms and conditions of this Agreement will prevail over any conflicting,inconsistent or additional terms and/or conditions contained In any purchase order,agreement,or other document issued by Customer.In signing this Agreement,Customer is not relying on any advice,advertisements,or oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained in all the pages of the Agreement.Customer agrees that any representation,promise,condition,inducement or warranty,express or implied,not included in this Agreement will not be binding upon Johnson Controls,and that the terms and conditions in this Agreement apply as printed without,alteration or qualification,except as specifically modified by a written agreement signed by Johnson Controls and Customer. Any changes in the Statement of Work or scope of the work requested by the Customer after the execration of this Agreement may result in additional cost to the Customer and any such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customer's failure to accept and sign this Agreement within ninety(90)days of the date shown above may result in price increases.Customer acknowledges that: (a) Johnson Controls has explained the full range of protection,equipment,and services available to Customer; (b) additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Customer;(c)Customer desires and has contracted for only the Equipment and/or Service(s)itemized in this Agreement;(d)the Equipment/Service(s)specified in this Agreement are for Customer's awn use and not for the benefit of any third party;(e) Customer owns tile premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in the premises;and(f) Customer will comply with all Taws,codes and regulations pertaining to the use of the Equipment/Service(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED "TERMS AND CONDITIONS" AND "ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY EQUIPMENT/SERVICES MAY BE PROVIDED.IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. [Signature Fallow on Next Page] e-Form 88801)E01(07/2021) Page 1 of 11 �o 2021 Johnson controls.All Rights Reserved Johnson * I 1 Q1 '.111111111 Controls e� E% -IN C1 0 FE C 0 1 COMMERCIAL SALES AGREEMENT TOWN NO, CUSTOMER NO. JOB NO, PO NO. ESTIMATE NO. 0034-FT WORTH,TX 1-600VJ8R IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED, CUSTOMER MUST INITIAL HERE-------- HERE JOHNSON CONTROLS SECURITY SOLUTIONS LLC X Presented by: Accepted By:.. .......... ign twv5'f Johnson control ales Repres ative) (Signature of Customer's Authorized Representative) Sales Agent:Donald Heitzman Sales Representative Registration Number(if appllcabl�........— (Name Printed) Date Signed:_ CUSTOMER APPROVAL: Please check the applicable box indicating Customer Purchase Order(PO)Requirements; El No PO Required D Single PO Required for Initial Term ElAnnual PO Required EIANSC PO Required Yearly ANSC=Annual Service Charge [Remainder of Page Left Intentionally Blank] ATTEST: Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No e.-Form 888OUE01(07/2021) Page 2 of 11 (0 2021 Johnson Contrals,All Rights Reseived Johnson '✓ ,,{r Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO, ESTIMATE NO. 0034-FT WORTH,TX 1-600VJ8R SCOPE OF WORK/SCHEDULE OF PROTECTION IV. SCOPE OF WORK I SCHEDULE OF PROTECTION("SOW"):Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System, on the terms and conditions set out in this Agreement. A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full). B. Services to be Provided("Services") Alarm monitoring and Notification Services: Burglar Alarm Monitoring PROVIDED,Sole Path Celluar Monthly Timer Test Services PROVIDED Video Surveillance Services: No Service Selected Managed Access Control Services: DataSource Access with Open and Close Logging PROVIDED Video Equipment: No Service Selected Maintenance Service Plan;Preventive Maintenance/Inspection: Expert Maintenance PROVIDED/Inspections NOT PROVIDED Additional Services: Mobile Security Management Service PROVIDED C. Equipment to be Installed("Equipment"): Johnson Controls will install,or cause to be installed,the Equipment(or equivalent),as set forth in this SOW in Customer's designated facility(ies). As used herein,"installation"means:(i)affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies)as are designated by Customer;(11)providing and pulling cables/wires required to connect the Equipment to Customer's Communications Facilities and making such connections;(if),in the case of a Digital Communicator installation, mount Equipment and plug into RJ31 X phone jack previously installed by Customer;(iv)in the case of radio installation,mount radio Equipment and program Equipment with number furnished by Customer;(v)providing and installing software/firrnware required by the Equipment;(vi)performing testing as required to establish that the Johnson Controls Equipment is connected,is functioning according to its specifications,and is communicating over Customer's Communications Facilities;and(vii)providing user-level training to Customer's designated representative in the use of such Equipment. City Product Name i Location 4 1 Regular Labor 1 f AS NOW INSTALLED BA SYSTEM: 1 System Age 1 1 TO BE INSTALLED: I INTERNET AND LTE COMMUNICATOR, LTE-IV I ANTENNA,ACCESSORY,KIT CELL-ANT3DB I Low Loss Cable(25') 1 ASSYADAPTER CABLE FR825-OC I Minimum Labor Fee. This item identifies the estimate as Standard and NOT PART of Technology Refresh of older Tech D. CHARGES AND ESTIMATED TAX: 1. Installation Charge: . .......... ................... ......... ......... Installation Charge Amount: $937.36 .......... ......................... .............................................................. Estimated Tax(es): '$77.33 ................. TOTAL INSTALLATION CHARGE: $1,014.69 Installation Deposit Amount: $468.68 2. Annual Service Charge: Annual Service Charge Amount: $1,107A0 Estimated Tax(es): 1$91.33 TOTAL ANNUAL SERVICE CHARGE: $1,19833 Tax value shown is estimated and may differ from the actual tax value that will be on the invoice, E. Scope of Work:This Section is intended for installation use only. Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and of no effect. Contact Information:Frank Perez I is the contact fperez@NRH20,coro don heltzmarri 214 448 6285 System Operation:Renew Account and Change Cellular Communictor to LTE version Program and test all points on the system e-Form 8880UE01(07/2021) Page 3 of 11 (o 2021 Johnson Controls.Ail Rights Reserved Programming Into:Program the system appropriate to the customers needs Site Conditions:Existing site Existing Equipment:Dismantle the existing cellular radio and install the new one Customer Expectations:Work hours are Sam-5pm Monday-Friday Training Expectations:Technician will train the Customer General Comments:No spcical skills or permits Customer Responsibilities/Johnson Controls Exclusions:Customer is responsible for providing access to the site and for providing 120VAC for the panel and the cellular communicator Documentation Needs:No clouse out documentation required Contract Notes- e-Form 888OUE0I(07/2021) Page 4 of 11 (o 2021 Johnson Controls.All Rights Reserved TERMS AND CONDITIONS TERMS AND CONDITIONS V,Customer and Johnson Controls agree as follows: A.Services. A,1,Central Station Signal Receiving and Notification("Alarm Monitoring")Services,1.If an alarm signal registers at Johnson Controls'alarm monitoring center("CMC"),Johnson Controls f will endeavor to notify the appropriate Police or Fire Department and if required by local law,the Customer's designated representative. If a burglar alarm signal or fire signal registers at Johnson Controls'CMC,Johnson Controls at its sole discretion may endeavor to contact the Customer's premises by telephone to verify that the alarm is not false.Failing to contact the j Customer promptly or questioning the nature of the response received upon such contact,Johnson Controls shall endeavor to notify the appropriate Police/Fire Department. If a supervisory or trouble signal registers at Johnson Controls'CMC,Johnson Controls will endeavor to notify the Customer's designated representative.2,If Customer has purchased alarm monitoring service that requires Police,Fire,Guard Response,or Medical Emergency Response:/Notification or Two Way Voice monitoring services and such an alarm is received at Johnson Controls'CMC,then Johnson Controls may,in its sole discretion,endeavor either(a)to contact Customer and/or anyone Customer has identified as having authority to act on �Customer's behalf on Customer's Emergency Contact List("ECL")by telephone or Two Way Voice communication,or(b)use video or audio feed from Customers promises to confirm that the alarm is not false.If Johnson Controls fails to contact Customer or someone on Customer's ECL or,if Johnson Controls questions the response received upon such contact,then i Johnson Controls will endeavor to notify the appropriate Police/Fire Department or other emergency response provider.If Guard Response Service is being provided,Johnson Controls will, for an alarm that requires Police response,endeavor to dispatch a Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and,upon evidence of an attack,Johnson Controls will endeavor to notify the appropriate Police Department.JOHNSON CONTROLS WILL NOT ARREST OR DETAIN ANY PERSON.Customer agrees that Johnson Controls will have no liability pertaining to the recording(or failure to record)or publication of any Two Way Voice communications,Internet,or other Video recordings I, or the quality of such recordings,if any.3.If Supervisory Alarm or Trouble Alarm monitoring services are purchased(or if such services are actively programmed into the System)and such an alarm is received by Johnson Controls,Johnson Controls will endeavor to notify Customer's designated representative.4,If Customer has identified persons on Customer's ECL authorized to act on Customer's behalf,Johnson Controls will endeavor to contact such persons before Johnson Controls endeavors to notify the Police/Fire Department,5,The System may not operate with other companies'alarm monitoring equipment.If Customer cancels any Services,this incompatibility may prevent Custorner from continuing to use the System. Customer understands that local laws,ordinances or governmental policies may restrict and/or limit Johnson Controls'ability to provide alarm monitoring and notification services and/or necessitate modified or additional services and expense to Customer.Customer understands that Johnson Controls may employ any number of current or future industry-recognized j 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 on alarm i panels including those authorized under ANSI-SIA CP-01-2000;default settings for"svvmger shutdown"of specific alarm zones;implementation of"partial clear time bypass"procedures at 1 Johnson Controls' CMC;and/or other similar measures employed by,Johnson Controls periodically in Johnson Controls'sole discretion.THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ACTIVATION UNTIL CUSTOMER MANUALLY RESETS THE ALARM SYSTEM.6, Customer understands that,upon receiving notification that a fire or carbon monoxide signal has been received by Johnson Controls,the Police,Fire Department or other responding authority may forcibly enter Customer's premises.7.Alarrn Verification Services.Intrusion detection/burglar alarm equipment may require activation of two sensors,or a second activation of a single sensor,or activation of a continuous alarm event from a single sensor to meet the requirements of local laws,ordinances or other requirements of the Police Department.Customer is solely responsible for operating on-premises bypass or switch units to disconnect or reconnect the alarm sounding or transmitting equipment.B.5-Day Familiarization Period.If Customer has requested a 5-day"Familiarization Period"following completion of installation,and if needed,an extension period to enable Customer to become familiar with the system operation, then during this Familiarization Period Customer agrees that if any signal(including an alarm signal)of any nature registers at Johnson Controls'CMC,Johnson Controls will not:respond to any signals,or endeavor to notify any authorities,Customer,or Customer's designated representative(s),or undertake any other action with regard to any signal,whether or not due to an actual emergency event,9.Direct Connection Service.If such service is available/required in Customer's location a"Direct Connection"may be made to the Customer's Municipal Police, Fire Department,or other agency,and signals transmitted by the System will be monitored directly by such Municipal Police,Fire Department,or other agency personnel(coJectively, "Municipal Personnel"),none of whom are agents of Johnson Controls,Johnson Controls does not assume any responsibility or liability for the manner in which such signals are monitored or the response,if any,made by such Municipal Personnel to such signals.10,Parallel Protection Service,If Customer chooses a Johnson Controls approved cellular back-up service, alarm signals may be transmitted to Johnson Controls'CMC from Customer's premises over a cellular communications network if Customer's primary telephone service is interrupted. A.2.Communication Facilities.(a)Authorization,To facilitate Johnson Controls ability to provide Service under this Agreement,Johnson Controls may make requests for information, service,or equipment in any respect on behalf of Customer to Customer's telephone service provider,wireless carrier,or other entity providing communication facilities or services for transmission of alarm signals(the'TeleCo"),(b)Digital Communicator.If a Digital Communicator is used to connect to Johnson Controls'CMC,Customer will provide a connection through j a telephone jack to Customer's TeleCo service as required to operate the System,Equipment,or to provide the Service.Such connection will be electrically first before any other telephone I or Customer equipment,and will be located within 10 feet of the alarm/control panel.Johnson Controls will provide such connection at Customer's request and expense.(c)General. JOHNSON CONTROLS'RECEIPT OF ALARM SIGNALS,ELECTRONIC DATA,VOICE DATA OR IMAGES(COLLECTIVELY,"ALARM SIGNALS")FROM THE EQUIPMENT OR SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE 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 TELECO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS,OR INSTABILITY OF SIGNAL QUALITY,CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELECO SERVICES SUCH AS SOME TYPES OF DSL,ADSL,VOIP,DIGITAL PHONE,INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE,INCLUDING CELLULAR,WIRELESS OR PRIVATE RADIO,OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION NETWORK,INTRANET OR IP-PBX,OR OTHER THIRD-PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED,MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES,IF: (1)THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS(THE BATTERY BACK-UP FOR JOHNSON CONTROLS'ALARM PANEL DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELECO SERVICE);OR(2)ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER'S TELECO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELECO SERVICE'S DATA FORMAT AFTER JOHNSON CONTROLS'INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELECO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JOHNSON CONTROLS'CMC.IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS COMPATIBLE,JOHNSON CONTROLS WILL PERMIT CUSTOMER TO USE ITS TELECO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS,ALTHOUGH CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC REGARDLESS OF THE TYPE OF TELECO SERVICE USED.CUSTOMER ALSO UNDERSTANDS THAT IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS,OR LATER BECOMES,NON-COMPATIBLE,OR IF CUSTOMER CHANGES TO ANOTHER TELECO SERVICE THAT IS NOT COMPATIBLE,THEN JOHNSON CONTROLS WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JOHNSON CONTROLS AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC.JOHNSON CONTROLS WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELECO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELECO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES.CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE,IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELECO SERVICE IS INTERRUPTED,AND THAT JOHNSON CONTROLS MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-APPROVED TELECO SERVICE,CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON-APPROVED TELECO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE,INVOLVEMENT,INPUT,RECOMMENDATION,OR ENDORSEMENT ON THE PART OF JOHNSON CONTROLS,CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON-APPROVED TELECO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELECO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED,IS INTERFERING WITH,OR BLOCKING THE CONNECTION. A,3,1 Enhanced Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A.3.2 Expert Maintenance Service Plan("Expert Maintenance"). 1. If Expert Maintenance is purchased,Johnson Controls will provide and bear the expense of maintenance/repair of the covered Equipment for issues related to normal wear and tear.The following are not covered under Expert Maintenance and any requested service will be provided on a time and materials j basis:(a)window foil,(b)security screens,(c)product Installed contrary to OEM specifications,(d)exterior wiring,(a)programming changes,(f)software updates/upgrades,unless Software Support Services are purchased,(g)consumables such as batteries and printer supplies,and(h)"Conditions"not covered by Warranty shown below. Customer shall pay for any e-Form 8880LJE01(0712021) Page 5 of I I (D 202'1 Johnson Controls.All Rights Reserved related labor and/or materials for such work at Johnson Controls'then applicable rates.Additional charges may apply for service requiring the use of a lift.Johnson Controls'obligation to perform Expert Maintenance service relates solely to the covered Equipment. 2. If Expert Maintenance is not purchased prior to the expiration of the Equipment Warranty,Johnson Controls will provide such Expert Maintenance only after inspecting the Equipment to be covered and making any necessary repairs or replacements to bring the Equipment/Systom into compliance with Johnson Controls'specifications and/or the standards set by applicable law. 3. Expert Maintenance will be furnished during Johnson Controls'"Normal Working Hours" (between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Expert Maintenance performed outside of these hours is subject to additional charges. Provision of Expert Maintenance is conditioned upon the continued availability of systern components/parts from the original equipment manufacturer("OEM"), A.3.3 Optimum Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A.3A Essential Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A.4. Testing/Inspections Service(7/1"). Intentionally left blank-Services have not been purchased. A.S.Investigater Response Service. Intentionally left blank-Services ..__ have not purchased, � A.6.Select View Managed Video Services/Interactive Video Monitoring Services.Intentionally left blank-Services have not been purchased. 1 A.6.1.Video/Audio Alarm Verification ServiceNideo Verification,Intentionally left blank-Services have not been purchased. A.6,2.Video Guard Tour.Intentionally left blank-Services have not been purchased. A.6.3,Video Escort,intentionally left blank-Services have not been purchased, A.6.4.Video Assist.Intentionally left blank-Services have not been purchased. A.6.5.Video Audit.Intentionally left blank-Services have not been purchased, A-6.6,Outdoor Interactive Video Monitoring Services.Intentionally left blank-Services have not been purchased. A.6.7.Managed Video Portal. Intentionally left blank-Services have not been purchased. A.6.&Unattended Delivery—Alarm Based Video Monitoring. Intentionally left blank-Services have not been purchased. A.6.9.Unattended Delivery-Live Video Monitoring of Process-Intentionally left blank-Services have not been purchased. A.9.VisionNision with Auditing.Intentionally left blank-Service is no longer offered. A.10.Hosted Access.Intentionally left blank-Services have not been purchased. A.11.Data Hosting/Storage Services.Intentionally left blank-Services have not been pu rchased. � A.12.Data Hosting/Storage.. _.. Services Encrypted.Intentionally left blank-Services have not been purchased. A.13.Mobile Security Management("MSM")Services. 1.Account Activation Required;Additional Terms and Conditions,To activate anyweb-based features,Customer will receive a welcome letter for the MSM site("MSM Site")and on initial login,will acknowledge the website terms of use("MSM Site Terms"), All of Customer's employees,agents,and personnel using the System("Users")are subject to the terms and conditions of the Agreement as modified by this Rider,in addition to the MSM Site Terms. At the time of account activation and when adding/modifying Customer Users,Customer shall identify such Customer Users as:(a)Admin User-Admin rights grant the ability to add and control other users as well as to configure and j edit notifications,Has access to both the intrusion controls and video systems within a site or multiple sites;or(b)Standard User-User with limited access to the MSM System.Rights are only granted by the Admin user to access intrusion controls and/or video within a site or multiple sites.Does not have the ability to configure and edit notifications."Master User"rights shall J be retained by Johnson Controls and shall be used only on an as needed basis to provide technical support and maintenance service to Customer. 2.Mobile Security Management. Customer assumes full responsibility for:(a)the placement,location,direction and presence of the Equipment and any components(whether or not furnished by Johnson Controls)such as, j cameras,recording,peripheral or other devices (each,a"Device");(b)the recording,transmission,transfer or other use of any images/data captured by the System;(c)the manner of Customer's use of the System or any image or data captured/generated;(d)operating,setting,arming,disarming,viewing,configuring,modifying,reviewing and controlling the.System and any associated systems e.g.,thermostats,heating/air conditioning systems,lighting systems,doors,garage doors,fans,Minds,shutters,locks,appliances,et cetera connected to the System;(a)complying with all applicable laws related to Customers use and operation of the System;(f)providing compatible Internet connectivity,computers,PDA's or other interface devices,if applicable,to enable Customer to use the System;and(h)User's access to and use of the System.Customer shall,and shall cause its Users to,fully comply with all laws governing the placement,presence,operation arid use of the System and any data,photographs,images,live and archived video/audio feeds/recordings(collectively,"Recordings") captured by or generated by the System.The System is intended to be used only in conjunction with Johnson Controls'central station burglar alarm monitoring service and not as a separate/stand-alone alarm/intrusion event detection system. CUSTOMER SHALL DEFEND,INDEMNIFY,AND HOLD JOHNSON CONTROLS,ITS AFFILIATES,AND SUPPLIERS HARMLESS FROM ANY DAMAGES LIABILITIES AND COSTS OR EXPENSES OF ANY KIND ARISING OUT OF ANY THIRD PARTY CLAIMS RELATED TO CUSTOMER'S USE OF ' THE SYSTEM AND RECORDINGS. 3,Transmissions;Security Risks.In providing the Services,Johnson Controls,its third party suppliers("Suppliers"),or affiliated companies ortheir agents,employees,or directors(for purposes of this Section 3,collectively, Johnson Controls):(a)Johnson Controls may transmit,record,store,provide and/or receive unencrypted data, Recordings,e-mails and text messages('Transmissions")via the Internet and/or store such Transmissions in facilities located outside the United States,and(b)Johnson Controls cannot and does not warrant,assure,or guarantee the integrity,accuracy,confidentiality,or security of any"Transmission of or from unauthorized or unexpected use,disclosure,corntintion, interception or other improper act(collectively,"Security Risks").Customer hereby assumes,releases and discharges Johnson Controls of and from and shall upon demand indemnify and hold Johnson Controls harmless from all Security Risks and any and all loss,damage and liability caused by the Security Risks.If Johnson Controls stores any Transmissions on Customer's behalf,Johnson Controls cannot and does not warrant,assure or guarantee the length of time such Transmissions will be stored. Customer is responsible for all Internet Service Provider and telecommunication charges incurred by Customer to facilitate its use of the System including any Transmissions to Johnson Controls. Customer is solely responsible for determining the captvrelrecord settings on the Devices e.g.,frequency and quality of Recordings.Such settings may affect the volume of Transmissions Customer is able to store and the fees charged to Customer for data hosting/storage.Johnson Controls shall have no liability whatsoever for the content of the Transmissions or failure of the System to transmit signals and/or data regardless of(1)the cause of'such transmission failure;(2)whether Johnson Controls had knowledge of or should have had knowledge of any such faiNure or the content of any I such Transmissions;and/or(3)whether Customer has paid Johnson Controls for any such Services.Customer acknowledges that the use of radio frequencies,cellular devices,and wireless equipment may be regulated and controlled by the Federal Communications Commission in the United States and/or the Canadian Radio-television and Telecommunications Commission in Canada and changes in rules,regulations and policies may necessitate Johnson Controls'discontinuance of any Services including the transmission of data.The System may include or be configured by Customer to provide:(a)supplementary e-mail or text-message notifications(collectively,a"Supplementary Alarm Notice")of certain alarm signal events received by Johnson Controls'alarm monitoring center(the"CMC")from the System(each an"Alarm Event Signal");and/or(b)e-mail or text-message notifications(collectively,an "Electronic Notice")of certain non-alarm signal events,such as changes-of-state of the System,or the occurrence or non-occurrence of certain events capable of detection the System ("Non-Alarm Event"),In order to receive and review a Supplementary Alarm Notice and/or an Electronic Notice,Customer must provide valid email addresses and telephone numbers,and e-mail or text-message software that is compatible with the System's e-mail and text-message protocol.Any additional or updated software,hardware or service or any adjustments or repairs to Customer's e-mail,text-message or Internet system,service or devices required to assure such compatibility will be obtained by Customer at Customer's expense.There may be times when a Supplementary Alarm Notice and/or an Electronic Notice will not be transmitted by the System or received by Customer or a Supplementary Alarm Notice and/or an Electronic Notice may be impaired or interrupted by conditions or circumstances beyond Johnson Controls'control,e.g.,telecommunication failures,intermittent signals,interference,or areas without telecommunication network signals,Internet failures,computer viruses or problems with Internet service providers.Johnson Controls does not make any representation or warranty concerning the deliverability,quality,readability,reliability,timeliness,privacy or security of any Supplementary Alarm Notice and/or Electronic Notice.Further,Supplementary Alarm Notice(s)may be transmitted by Johnson Controls and received by Customer before the CMC has received and responded to the related Alarm Event Signal.ACCORDINGLY, CUSTOMER SHOULD NOT ENTER AND CUSTOMER SHOULD PREVENT OTHERS FROM ENTERING CUSTOMER'S PREMISES AFTER CUSTOMER OR ANYONE ON CUSTOMER'S EMERGENCY CONTACT LIST HAS RECEIVED A SUPPLEMENTARY ALARM NOTICE OF A BURGLARY,PANIC,DURESS OR ANY OTHER ALARM EVENT SIGNAL THAT MIGHT INDICATE AN INTRUDER HAS ENTERED CUSTOMER'S PREMISES WITHOUT BEING ACCOMPANIED BY THE POLICE OR A LICENSED SECURITY OFFICER. CUSTOMER FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT Johnson Controls WILL NOT(A)CONTACT ANYONE ON CUSTOMER'S EMERGENCY CONTACT LIST,OR (B)SEND THEM A SUPPLEMENTARY ALARM NOTICE UNTIL,IN EACH CASE,THIRTY(30)MINUTES AFTER RECEIVING A PANIC OR DURESS ALARM EVENT SIGNAL FROM CUSTOMER'S ALARM EQUIPMENT.4.Johnson Controls will use reasonable care in the installation and,If purchased,the maintenance of the System,However,in light of the inherent e-Form 888OUEO1(07/2021) page 6 of 11 sr 2021 Johnson Controls.All Flights Reserved and acedeficiencies electronic ar broadband Internet u error,r inherent possibilities mechanical,unpredictable orr limitations in egripment d software,Johnson Controls cannot and dos not guarantee or warrant the effective or uninterrupted availability y of the Services or use of the Equipment in connection therewith. 5.Customer acknowledges that it has no contractual relationship with Johnson Controls'Suppliers,and Customer is not a third party beneficiary of any agreement between Johnson Controls and its Suppliers,including but not limited to any third party network service providers("NSP")who provide voice,data j or internet services to Johnson Controls or its Suppliers.Customer understands and agrees that an NSP shall have no legal,equitable,or other liability of any kind to Customer. 6.Johnson Controls does not warrant and Johnson Controls will not provide warranty service(whether under the standard Limited Warranty or any Extended Limited Warranty/Quality Service Plan)for the batteries contained in any Device/Equipment or the replacement thereof.Customer shall test the System and batteries periodically to determine whether the batteries are charged and i i operating properly.Johnson Controls further does not warrant and will not provide warranty service for any part of the System obtained independently by Customer or serviced/modified by f Customeror any third party.Johnson Controls IS NOT RESPONSIBLE FOR THE OPERATION,MAINTENANCE,REPAIR OR REPLACEMENT OF ANY EQUIPMENT/DEVICES NOT PROVIDED BY Johnson Controls AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITIES OF ANY KIND OR NATURE WITH RESPECT TO ANY SUCH 1 EQUIPMENT/DEVICES,Any additional equipment or replacement,not covered by warranty,ordered by Customer to be drop-shipped to Customer,will be provided if such equipment is available at the time ordered and will be billed at Johnson Controls'then-prevailing price for such equipment(plus shipping,handling,and any applicable sales tax)for such equipment/replacement. Customer's installation and use of any such equipment shall be subject to the terms of the Agreement and this Rider.7.IF THE SERVICES ARE TERMINATED: (A)JOHNSON CONTROLS WILL NO LONGER PROVIDE(1)ANY SUPPLEMENTARY ALARM NOTICE OR ELECTRONIC NOTICE,OR(II)LIMITED/EXTENDED WARRANTY OR REPAIR OR REPLACEMENT SERVICES FOR CUSTOMER'S EQUIPMENT,(B)CUSTOMER WILL NO LONGER BE ABLE TO USE OR MONITOR THE EQUIPMENT OR ANY RECORDINGS AND SUCH RECORDINGS THEN STORED BY JOHNSON CONTROLS WILL BE,IN THE NORMAL.COURSE OF JOHNSON CONTROLS'BUSINESS,PERMANENTLY I REMOVED FROM JOHNSON CONTROLS'SYSTEM(S),AND(C)ANY AUTOMATIONS,SCHEDULES,SUPPLEMENTARY ALARM NOTICES AND ELECTRONIC NOTICES SET UP THROUGH THE JOHNSON CONTROLS MSM SITE WILL NO LONGER BE AVAILABLE TO CUSTOMER.ALL Z-WAVE DEVICES THAT HAVE BEEN INSTALLED ON OR AROUND THE CUSTOMER'S PREMISES MAY STILL FUNCTION,IF CUSTOMER PURCHASES A LOCAL Z-WAVE REMOTE CONTROL.DISCONTINUANCE OF THE SERVICES WILL NOT 9 AFFECT THE ABILITY OF THE ALARM EQUIPMENT TO COMMUNICATE WITH THE CMC UNLESS THE MONITORING SERVICE PROVIDED UNDER THE AGREEMENT HAS ALSO BEEN DISCONTINUED.REGARDLESS OF WHAT IS STATED ABOVE,CUSTOMER MAY NOT TERMINATE ANY SERVICE PROVIDED UNDER THE AGREEMENT DURING THE TERM OTHER THAN AS EXPRESSLY PERMITTED IN THE AGREEMENT, 8.A number of factors in Customer's premises are outside of Johnson Controls'control such as lighting 1 conditions,power outages,interference from other electrical equipment,Internet service issues such as download speed or interruptions or failure of Internet service.Such factors can affect Customer's ability to view and record/capture data/images.Johnson Controls makes no representations,promises or warranties with regards to and that Customer has reviewed and found i acceptable the placement,image quality,resolution,clarity,color or other viewing attributes of any camera or recording devices furnished by or installed by Johnson Controls. 9,Network Connections and Communications Facilities,Johnson Controls'provision of the Services requires cellular data,broadband and/or DSL Internet,networked devices such as computers,personal digital assistants,cellular telephones/devices,routers and network connectivity(individually and collectively referred to as a"Network"and/or"Network Devices')that is compatible with the System.Johnson Controls will configure the settings on the System to work with Customer's Network and Network Devices.Johnson Controls will not alter Customer's Network,Network Devices,or firewall or security settings.Johnson Controls is not responsible for the setup,operation,maintenance or compatibility of Customer's Network or Network Devices or communication facilities. Customer is solely responsible for any telecommunications or other connectivity charges(including SMS charges)incurred as a result of using the Services.Customer shall be solely responsible for resolving any disputes with any telephone/Internet service company related to same.The speed and quality of remote video viewing is directly dependent upon the speed and quality of Customer's Network and Network Devices used with the,Equipment.Johnson Controls Is not responsible for perionnance Issues or failures resulting from the Network,Network Devices or any hardware,software or other service provided by Customer for use with the Services including,without limitation,Internet latency,local area networks and non-conforming or non-compatible Network Devices or software.Customer may incur additional charges if the Network information Customer provides to Johnson Controls is incomplete or inaccurate or,if at the time of installation,Customer's Network connectivity is not available or Customer's Network is incompatible with the Equipment and such occurrence results in Johnson Controls spending excess time or re-scheduling appointments to complete the installation.Customer is responsible for purchasing,at Customer's expense, any equipment required to connect the Equipment to Customer's Network including,without limitation,a router and any network switches needed for Johnson Controls to complete the installation of the Equipment and Customer's utilization of the Services.Requests for service or support should be made to Johnson Controls at 800-289-2647.Johnson Controls will retain the ability to remotely access Customer's Equipment and System for maintenance purposes and in order to expedite installation in connection with new Customer location service requests, { Use of certain System features requires Customer to:(a)have access to the Internet and an e-mail or text-message address;and(b)accept and continue to accept the Johnson Controls' MSM Site Terms and any other terms and conditions required for access to and use of the Johnson Controls'MSM Site,as such terms and conditions may change from time to time,and(c) obtain valid User identifications,passwords,and/or personal identification codes("PIC(s)")to access the Johnson Controls'MSM Site,The Johnson Controls'MSM Site Terms may be updated or modified by Johnson Controls from time to time at its sole discretion and without notice to Customer.Changes to the Johnson Controls'MSM Site Terms will be effective when posted.Customer agrees to review the Johnson Controls'MSM Site Terms periodically to be aware of any changes.Customer will be deemed to have accepted any modified Johnson Controls MSM Site Terms if Customer continues to use the Johnson Controls MSM Site after such modified terms have been posted.Customer may have the option to remain logged onto the Johnson Controls'MSM Site from Customer's PDA or other equipment for an extended period.Persons who obtain access to Customers Network and Network Devices while it is logged onto the Johnson Controls'MSM Site,may be able to view the images and data contained on or transmitted to the Johnson Controls'MSM Site.Customer is solely responsible for the security of Customer's PICs,Network and Network Devices or other equipment used to log onto the Johnson Controls'MSM Site.Customer releases Johnson Controls and its Suppliers l from and shall upon demand indemnify and hold Johnson Controls and its Suppliers harmless frorn any loss,damage or other liability arising from any person obtaining access to Customer's personal and private information through Customer's Network,Network Devices or other equipment used to log onto the Johnson Controls'MSM Site. A.14. Software Support Services-No Upgrades. Intentionally left blank-Services have not been purchased. i A,15, Lynx Network Duress and Emergency Notification System("Lynx System"). Intentionally r Y 9 Y Y ( yy left blank--Lynx System/Services have not been purchased. j AA6. RFID Tracking System("System"), y RAID Systems have not been purchased. Intentionally loft blank-- A.17.HID SEOS Mobile Credential Service("Service"), Intentionally left blank-Service has not been purchased. A,18.Customer For Life Program("Service"), Intentionally left blank--Service has not - -been purchased. A.19.Outdoor Radar Perimeter Protection Intentionally left blank-System has not been purchased. A.20.Self-Printing Service. Intentionally left blank-Service has not been purchased. A.21.Audio Enabled Devices. Intentionally left blank-Equipment has not been purchased, A.22,Proactive Health Services. Intentionally left blank-Services have not been purchased. A.23.Automated Notification. Intentionally left blank-Services have not been purchased. A.24.Remote Technical Services.Intentionally left blank-Services have not been purchased A.25.Anyvision Devices.Intentionally left blank-Equipment has not been purchased. A.26.WhosOnL.ocation Service.Intentionally left blank-Services have not been purchased. A.27.Vape Detection System.Intentionally left blank-Services have not been purchased. A.28.Alcatraz Cloud Service,Intentionally left blank-Services have not been purchased. A.28.Alcatraz Cloud Service.Intentionally left blank-Services have not been purchased. A.28.Alcatraz Cloud Service.Intentionally left blank-Services have not been purchased. A.29.CloudVue Service.Intentionally left blank-Services have not been purchased, A.30.Visual Alarm Verification Service.Intentionally left blank-Services have not been purchased. A.31.Halo Smart Sensor System.Intentionally left blank-System have not been purchased. e-Form aaaouEcl(07/2021) Page 7 of 11 <o 2021 Johnson Controls,All Rights Reserved A 32 Embedded Resource Services.Intentionally left blank-Service have not been purchased. A.33.Open Path System("Halo Smart Sensor System"),Intentionally left blank-System or Service have not been purchased. j A34.Additional Services.If any other services,including but not limited to the following,are being furnished under this Agreement,Customer and Johnson Controls will enter into a separate Rider that will be attached to and incorporated as part of this Agreement:(a)Select Link-Immediate Response Information System(IRIS)(b)Managed Access Control(c) Electronic Article Surveillance("EAS")(d)Guard Response Service(a)Radio Frequency Identification(°RFID")(f)Training Services(g)Watchman's Reporting Service. B. Warranty(90-Day). 1. If the transaction type is"Direct Sale",any part of the System(as distinguished from the Firmwaro/Software)installed under this Agreement,including the wiring, J which proves to be defective in material or workmanship within ninety(90)days of the date of completion of the installation('Warranty Period"),will be repaired or replaced,at in Johnson Controls'option with a new or functionally operative part, Materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period. Warranty Services will be furnished during Johnson Controls's"Normal Working Hours"(between 8:00 A,M,and 4:30 P.M.Monday through Friday,except holidays), Warranty Service performed outside of these hours is subject to additional charges, 2. For"Johnson Contra Is-Owned"equipment/systems: (a)the equipment/systems are provided"AS IS"and without warranty;and(b)Customer is responsible to maintain such equipment/system in good working order. 3. The following"Co editions"are not covered by Warranty. (a)damage or extra service time needed resulting from accidents,acts of Gad,lightning,strikes,riots,floods,terrorism,acts of } War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance not performed by Johnson Controls,or from parts,equipment,accessories,attachments or other devices (,not furnished by Johnson Controls;(b)Customer's failure to properly follow operating instructions provided by Johnson Controls or OEM;(c)adjustments necessitated by misalignment of i video cameras,improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s);(d)trouble due to interruption of Internet, telecommunications,and/or electrical service;(e)battery failure;(0 devices designed to fail in protecting the equipment/system,such as,but not limited to,fuses and circuit breakers;and (g)System modifications/customization requested by Customer, If Customer calls Johnson Controls for Warranty Service and Johnson Controls'representative finds that one of the "Conditions'has led to the unoperability or apparent inoperability of the Equipment/System or any component,Johnson Controls may bill Customer for the service call whether or not Johnson Controls actually works on the Equipment/System, If repairs are required due to one of the above"Conditions",Johnson Controls will charge Customer for such work on a time and materials basis at Johnson Controls'then applicable rates for labor and materials. 4. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING JOHNSON CONTROLS'NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.JOHNSON CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION,DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE,Johnson Controls makes no and specifically disclaims all representations or warranties that the services,products,software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity,or will detect the presence of,or eliminate,treat, or mitigate the spread transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19. C. System Requirements,Miscellaneous, 1. Vaults. Customer must ensure that any Customer vault protected by sound or vibration detector systems has the minimum construction characteristics prescribed by the Underwriters'Laboratories,Inc. 2, System Testing. Customer must test all detection devices or other electronic equipment according to procedures prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3. Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD(EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY LAW), CUSTOMER AGREES THAT: (a)DURING A FIVE(5)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUIRED BY LAW;AND(b)FOLLOWING COMPLETION OF THE INSTALLATION AND THE COMMUNICATIONS CONNECTION TO JOHNSON CONTROLS'CMC(AND DURING ANY APPLICABLE EXTENSIONS),JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL NOT,RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE JOHNSON CONTROLS'CMC FROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZATION PERIOD,CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL NOT,NOTIFY ANY AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON CONTROLS RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT, 4. Special Equipment Requirements, If Customer requires installation or service of equipment in areas t inaccessible without the use of lifts or Cranes,or if non-standard conditions at the Customer site require special equipment for installation or service,Customer will provide such equipment, or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides initial training to Customer on use of the equipment installed at the time of installation. Thereafter,Customer may purchase additional training in one-hour increments at Johnson Controls'then current rate, 6. Site Preparation,Intrusion and Restoration. Unless otherwise noted herein,Customer is responsible for providing: (a)any necessary electric current,(b)an outlet within 10 feet of an alarm control panel,(c)telephone connections,(d) network drops,and(a)any required conduit,wiremold,or other raceway,(f)any required IP address assignments,and(g)additional network software licensing, The installation of the equipment/system may necessarily require cutting,bolting or fastening into Customer's floors,walls and/or ceilings. Johnson Controls shall not be responsible for any expenses related to intrusion,mold,fungi,bacteria,wetldry rot,patching,floor or wall finishing,or paint,tile,carpet or wallpaper matching,restoration or replacement resulting from installation or service of the equipmentlsystem. 7. Battery Powered Devices.Customer understands that any battery-powered motion detectors,smoke detectors,door and window contact transmitters and other detection sensors installed/serviced under this Agreement require batteries to operate.THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE ALARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries, Customer shall carefully read and follow the owners manual,instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help (III maintain continued operation.S.Customer is solely responsible for the establishment,operation,maintenance,access,security and other aspects of its computer network("Network")and shall supply Johnson Controls secure Network access for providing its services, Products networked,connected to the internet,or otherwise connected to computers or other devices must iI be appropriately protected by Customer and/or end user against unauthorized access.Customer is responsible to take appropriate measures,including performing bark-ups,to protect information,including without limit data,software,or files(collectively"Data")prior to receiving the service or products. 7,Closed Circuit Television('CCTV")/Video Equipment. Intentionally left blank-no CCTVNideo Equipment has been purchased. 8.New York CityFire System. Intentionally left blank.-covered system is not installed i � - .. .. . ... .... ...... _ .. __ . _- . y Y y' - n NYC i D.Electronic Media;Personal Information;Consent to Call Text or Email,1.Electronic Media,Either party may scan,fax,email,image or otherwise convert this Agreement into an electronic format of any type or form,now known or developed in the future.Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally m binding upon the parties and equivalent to the original for all purposes,including litigation.Johnson Controls may rely a pon Customer's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise.2.Personal Information.Customer represents and warrants that Customer has obtained all consents and has the right to(a)disclose to Johnson Controls all personal information disclosed hereunder concerning ndividuals/employees/or other third parties including all information contained in Customer's Emergency Call List("ECL");(b)permit Johnson Controls to collect(including consent to record telephone conversations with Johnson Controls),use,disclose and transfer such personal information;and(c)expressly authorizes Johnson Controls to use such personal information to I administer the relationship and the agreement between Customer and Johnson Controls,including,but not limited to,contacting Customer personnel at the telephone numbers and/or email addresses provided:(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to set/confirm a service/installation appointment;and/or(f)to provide information or offers about products and services of interest to Customer.Customer acknowledges and agrees that Johnson Controls may share all such information with its parents, subsidiaries,affiliates and itsAlreir successor corporations or any subcontractor or assignee,within and outside the country in which the Customer is located and thereby subject such information to the laws of such countries. E.Limitation of Liability.1.Johnson Controls is not an insurer.The amounts Johnson Controls charges Customer are not insu ranee premiums.Such chargesrges are based uponn hie value of the Services,System and Equipment provided and are unrelated to the value of Customer's property,the property of others located in Customer's premises,or any risk of loss on Customer's premises.2.Johnson Controls'services,systems and equipment do not cause and cannot eliminate occurrences of the events they are intended to detect or avert,Johnson Controls MAKES NO GUARANTY OR WARRANTY,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,THAT THE= SERVICES,SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM,Accordingly,Johnson Controls and its suppliers do not undertake any risk that Customer's person or property,or the person or property of others,may be subject to injury or loss if such an event occurs. The allocation of such risk remains with Customer,not Johnson Controls nor its suppliers.Insurance,if any,covering such risk shall be obtained by Customer.Neither of Johnson Controls nor its suppliers shall have any liability for loss,damage or injury due directly or indirectly to events,or the consequences therefrom,which the System or Services are intended to detect or avert.Customer shall look exclusively to its Insurer and not to Johnson Controls or its suppliers to pay Customer in the event of any such loss,damage or injury.Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Johnson Controls and its suppliers arising as a result of paying any claim for loss,damage or injury of Customer or another person. e-Form 888OUE01(07/2021) Rage 8 of 11 C7 2021 Johnson Controls.All Rights Reserved 3.If notwithstanding the provisions of this Section E,Johnson Controls and/or one or more of its suppliers are found liable for Voss,damage or injury under any legal theory, due to a failure i of the Services,System or Equipment in any respect,the liability of Johnson Controls and its suppliers shall be limited to a sum equal to 10%of the Annual Service Charge or$1,000, 1 whichever is greater,as agreed upon damages and not as a penalty,as Customer's sole remedy. This will be the sole remedy because it is impractical and extremely difficult to determine i the actual damages,if any,which may result from Johnson Controls'or its suppliers'failure to perform any of its obligations under this Agreement, If Customer requests,Johnson Controls { may assume greater liability by attaching a Rider to this Agreement stating the extent of Johnson Controls'additional liability and the additional charges Customer will pay for Johnson Controls'assumption of such greater liability. However,such additional charges are not insurance premiums and Johnson Controls is not an insurer even if it enters into such a Rider. 4.The provisions of this Section E shall apply no matter how the loss,damage or injury or other consequence occurs,even if due to Johnson Controls'or its suppliers'performance or nonperformance of their respective obligations under this Agreement or from negligence,active or otherwise,strict liability,violation of any applicable consumer protection law or any other alleged fault on the part of Johnson Controls,its suppliers,agents or employees. If any other person,including Customer's subrogating insurer,makes any claim or files any lawsuit against Johnson Controls or its suppliers in any way relating to the Services,System or Equipment that are the subjects of this Agreement,then Customer shall indemnify and hold Johnson Controls and its suppliers harmless from any and all such claims and lawsuits including } the payment of all damages,expenses,costs and attorneys'fees, i 5.No suit or action shall be brought against Johnson Controls or its suppliers,agents,employees,subsidiaries,affiliates or parents(both direct and indirect)more than one year after the incident that resulted in the loss,injury or damage occurred.Except as provided for herein,Johnson Controls'claims must also be brought within one year. Claims not subject to the one- year limitation include claims for unpaid:(1)contract amounts,(2)change order amounts(approved or requested)and(3)delays and/or work inefficiencies. 6.The provisions of this Section E shall apply to and benefit Johnson Controls and its agents,employees,contractors,subsidiaries,affiliates,parents(both direct and indirect),vendors,suppliers and affinity marketers. If this Agreement provides for a direct connection to a municipal police or fire department or other organization,then that department or other organization may also invoke the provisions of this Section E against any claims due to any failure of such department or organization. Johnson Controls and its suppliers are not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. F.Other Charges;Remedies;Termination.1.!here rmay be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24-hours prior to dispatch,or if Johnson Controls'representative is sent to the Customer's premises in response to a service call far false alarm or System malfunction caused by Customer's operation contrary to instructions,failure to close or properly secure a window,door or other protected point,or improper adjustment of monitors or accessory components.2.Failure to pay amounts when due is a material breach of this Agreement and shall give Johnson Controls,in addition to any other available remedies,the right to stop performing any Services and/or withhold further delivery of Equipment and other materials,terminate or suspend any software licenses,and/or terminate this Agreement and to charge interest on the amounts that remain unpaid more than thirty(30)days past the due date specified In the invoice(s) at a rate equal to the lesser of 1.5%per month or the maximum rate permitted under applicable law,until payment is made in full..Customer agrees to pay all costs,expenses and fees of Johnson Controls'enforcement of this Agreement,including collection expenses,court costs,and attorneys'fees.In the event of Customer's default,the balance of any outstanding amounts will be immediately due and payable. Installation Charge(s)are based on Johnson Controls performing the installation with its own personnel.If for any reason installation must be performed by outside contractors,Installation Charge(s)may be subject to revision.3.In addition to any other remedies available to Johnson Controls,Johnson Controls may terminate this Agreement and discontinue any Service(s)if(a)Johnson Controls'CMC is substantially damaged by fire or catastrophe or if Johnson Controls is unable to obtain any connections or privileges required to transmit signals between the Customer's premises,Johnson Controls'CMC or the Municipal Fire or Police Department or other first responder;(b)Customer fails to follow Johnson Controls'recommendations for the repair or replacement of defective parts of the System not covered under the Warranty or QSP Service;(c)Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or System malfunction;(d)in Johnson Controls'sole opinion,the premises in which the System is installed are unsafe,unsuitable,or so modified or altered after installation as to render continuation of Service(s)impractical or impossible;(e)Johnson Controls is unable to obtain or continue to support technologies,TeleCom Services,Communication Facilities,Equipment or component parts thereof that are discontinued,become obsolete or are otherwise not commercially available;or(f)Customer fails to make payments when due or otherwise breaches this Agreement. Johnson Controls will not be liable for any damages or subject to any penalty as a result of any such termination. G.Hazardous Materials. For all j roects except those p p e involving new construction,Customer represents and warrants that to the best of Customer's knowledge the work site is free of any } hazardous materials.The term"hazardous materials"includes but is not be limited to asbestos,asbestos-containing material,polychlorinated biphenyl("PCB"),formaldehyde or other potentially toxic or otherwise hazardous material.If any such substance is discovered on the work site,Johnson Controls wit I not be required to install or service the Equipment at such site unless and until Customer certifies the removal or safe containment of such hazardous materials.Customer shall indemnify,defend,and hold Johnson Controls,its officers,directors, agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure of Johnson Controls'employees,contractors,or subcontractors to hazardous materials at the work site;provided,however,that the foregoing provision will not apply when it has been determined that s uch hazardous materials were brought to the work site by Johnson Controls. H.Waivers.1.Waiver of Jury Trial CUSTOMER AND JOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.2.Mutual SAFETY Act Waiver.Certain of Johnson Controls'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(a),to the maximum extent permitted by law,Johnson Controls 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. I.Miscellaneous,1_Enforceabilit .If of the provisions of this Agreement be determined contained in this Agreement r M ro _n l for .... y y p g etermined�be Invalid or unenforceable,the remaining provisions shall remain In full force and effect. 2.Paragraph and Section Headings;Captions,Counterparts."The headings and captionse inserted for convenience or reference only,and are not to be deemed part of or to be used in construing this Agreement,"This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original,but all such separate counterparts shall together constitute but one and the same agreement.3.FARs,Johnson Controls supplies"commercial items"within the meaning of the Federal Acquisition Regulation(FAR),48 CFR Parts 1.53,As to any customer order for a U.S.government contract or funded directly or indirectly with Federal funds,Johnson Controls will comply only with the f following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment: 52.219-8;52.222-26;52,222-35;52.222-36;and 52.222-37.4.Export Control.Customer shall not export or re-export,directly or indirectly,any: (i)product or service provided under this Agreement;(ii)technical data;(lii)software;(iv)information;or(v)items acquired under this Agreement to any country for which the United States Government(or any agency thereof) requires an export license or other approval without first obtaining any licenses,consents or permits that may be required under the applicable laws of the U.S.or other foreign jurisdictions, including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall,at its own expense,defend,indemnify and save Johnson Controls harmless from and against all third-party claims,liability,loss or damage(including attorneys'fees and other defense costs), assessed against or,suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customerwith this Section. The obligations contained in this Section shall survive,the termination or expiration of this Agreement. 5.Insurance, Johnson Controls maintains comprehensive General Liability and Automobile Liability Insurance in arnounts that meet f or exceed:$1,000,000 per incident-$2,000,000 in the aggregate and Worker's Compensation coverage as required by law.Johnson Controls will not be required to provide a waiver of subrogation in favor of any party,nor will Johnson Controls be required to designate any party as a statutory employer for any purposes.6.Johnson Controls Brand. Without exception, Johnson Controls-branded Signage,including yard signs,window stickers and warning signs will remain the property of Johnson Controls and may be removed by Johnson Controls at any time. Customer's right to display Johnson Controls-branded Signage is rot transferable and ceases upon termination or expiration of this Agreement.7.Resale.If Johnson Controls is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's properly,it shall remain Customer's property.8.COVID-19 Vaccination,Johnson Controls expressly disclaims any requirement,understanding or agreement,express or Implied,included directly or incorporated by reference,in any Customer purchase order,solicitation,notice or otherwise,that any of Johnson Controls'personnel be vaccinated against Covid-19 under any federal,state/provincial or local law,regulation or order applicable to goverment contracts or subcontracts,including,without limitation,Presidential Executive Order 14042("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation(FAR)52.223-99("Ensuring Adequate COVID Safety Protocols for Federal Contractors"). Any such requirement shall only apply to Johnson Controls' personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Johnson Controls. J,System Software;Network Connections.1.Any software provided with the System or in connection with the Services is proprietary to Johnson Controls and/or Jof- p p ry mnsorm Controls' j supplier(s)and is licensed or sublicensed to Customer on a non-exclusive basis.Customer may not(a)disclose[lie Software or source code to any third parties,(b)duplicate,reproduce,or l copy all or any part of the Software,or(c)use the Software on equipment other than with the designated System with which it was furnished.A separate Software License Agreement or End User License Agreement between Johnson Controls and Customer and/or the software publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment is to be connected to Customer's computer network("Network"),Johnson Controls will furnish and install the software needed to run the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modification s to the Network,security,or firewall settings. Customer will supply a TCP/IP Ethernet network address and central processing unit per Johnson Controls specifications for access control system operation. Johnson Controls shall not be responsible f e-Form t 88OUE01(07/2021) Page 9 of 11 n 2021,Johnson Controls.All Rights Reserved for the setup,operation,or maintenance of the Network or Network performance or compatibility issues. Johnson Controls may assess additional charges,if Johnson Controls is unable to connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equi pment. 2.Open Source Software.Johnson Controls represents } and warrants to the end user of the System that,to the extent the System includes any Open Source Software,the internal use and operation of the System by the end user will not create any obligation on the part of the end user under the terns of any Open Source License(i)to make any source code or object code available to third parties,or(ill to license,disclose or otherwise make available to third parties any proprietary software,data or other infonriation,or any associated intellectual property.As used herein,the ter rt"Open Source Software" means any software,program,module,code,library,database,driver or similar component(or portion thereof)that is royalty free,proprietary software,the use of which requires any contractual obligations by the user Such as,without limitation,that software that is subject to,distributed,transmitted,licensed or otherwise made available under any of the following licenses:GNU General Public License,GNU Library or"Lesser"Public License,Berkeley Software Distribution(BSD)license(including Free BSD and BSD-style licenses),MIT license, Mozilla Public License,IBM Public License,Apache Software License,Artistic license(e.g.,PERL),Sun Industry Standards Source License,Sun Community Source License(SCSL),Intel Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative,Free Software Foundation or similar group(collectively,"Open Source Licenses"). K.Force Majeure,Johnson Controls shall not be liable,nor in breach or default of its obligations under this Agreement,for delays,interruption,failure to render services,or any other failure by Johnson Controls to perform an obligation under this Agreement,where such delay,interruption or failure is caused,In whole or in part,directly or indirectly,by a Force Majeure Event. A"Force Majeure Event"is a condition or event that is beyond the reasonable control of Johnson Controls,whether foreseeable or unforeseeable,including,without limitation,acts of God, severe weather(including but not limited to hurricanes,tornados,severe snowstorms or severe rainstorms),wildfires,floods,earthquakes,seismic disturbances,or other natural disasters, acts or omissions of any governmental authority(including change of any applicable law or regulation),epidemics,pandemics,disease,viruses,quarantines,or,other public health risks and/or responses thereto,condemnation,strikes,lock-outs,labor disputes,art increase of 5%,or more in tariffs or other excise taxes for rnaterials to be used on the project,fires,explosions or other casualties,thefts,vandalism,civil disturbances,insurrection,mob violence,riots,war or other armed conflict(or the serious threat of same),acts of terrorism,electrical power outages,interruptions or degradations in telecommunications,computer,network,or eler;tronie,communications systems,data breach,cybor-attacks,ransomware,unavailability or'shortaga of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable control of Johnson Controls.If Johnson Controls'performance of the work is delayed, impacted,or prevented by a Force Majeure Event or its continued effects,wlohnson Controls shall be excused tram performance under the Agreement.Without limiting the generality of the foregoing,if Johnson Controls is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event,Johnson Controls will be entitled t0 extend the relevant completion date by the amount of time that Johnson Controls was delayed as a result of the Force Majeure Event,plus such additional time as may be reasonably necessary to overcome the effect of the delay.To the extent that the Force Majeure Event directly or indirectly increases Johnson Controls'cost to perform the services,Custorer is obligated to reimburse Johnson Controls for such increased costs,including,without limitation,costs incurred by Johnson Controls for additional labor,inventory storage,expedited shipping j fees,trailer and equipment rental fees,subcontractor fees or other costs and expenses incurred by Johnson Controls in connection with the Force Majeure Event, L.Assignment, This Agreement is not assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controls shall have the right to assign this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer. M.Digital Enabled Services,Software and Hosted Software Services, If Johnson Controls provides Digital Enabled Services under this Agreement,these Digital Enabled Services require the collection,transfer and ingestion of building,equipment,system time series,and other data to Johnson Controls'cloud-hosted software tools and applications.Customer consents to the collection,transfer and ingestion and use of such data by Johnson Controls to enable Johnson Controls to provide,maintain,protect and improve the Digital Enabled Services and its products and services.Customer acknowledges that,while Digital Enabled Services generally improve equipment performance and services,Digital Enabled Services do not prevent all i potential malfunction,insure against loss,or guarantee a certain level of performance.As used herein,"Digital Enabled Services"mean services provided hereunder that employ Johnson Controls software and cloud-hosted software offerings and tools("Software")to provide,improve and enable such services. Digital Enabled Services may include,but are not limited to,(a) j remote inspection,(b)advanced equipment fault detection and diagnostics,and(c)data dashboarding and system health reporting. Implementation,deployment and Customer use of Software offered under this Agreement shall be subject to,and governed by,Johnson Controls'standard terms for such Software and Software related professional services that may be updated by,Johnson Controls from time to time at https://www,jolmnsoncontrols.com/techtei-ms(collectively,the"Software Terms"), Applicable Software Terms are incorporated in this Agreement by reference.Other than the right to use the Software as set forth in the Software Terms,Johnson Controls and its licensors reserve all right,title,and interest(including all Intellectual property rights)in and to the Software and improvements to the Software.Software licensed hereunder is licensed subjectto the j Software Terms and not sold.If there is a conflict between the other terms herein and the Software Terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement,unless otherwise set forth in the applicable SOW,the following terms apply to Software that is provided to Customer on a subscription basis(i.e.,a time limited license or use right),(each a"Software Subscription"): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available(the"Subscription Start Date")and will continue in effect until the expiration of the subscription term noted In the applicable SOW.At the expiration of the Software Subscription,such Software Subscription will automatically renew for consecutive one(1)year terms(each a"Renewal Subscription Term"),unless either party provides the other party with a notice of non-renewal at least ninety(90)days prior to the expiration of the then-current term. To the extent permitted by applicable law,Software Subscriptions purchases are non-cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance,invoiced on the Subscription Start Date and each subsequent anniversary thereof. Invoices are due upon receipt unless otherwise specified on the invoice.Unless otherwise agreed by the parties in writing,the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls'then-applicable list price for that Software offering. Any use of Software that exceeds the scope,metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. N.Privacy,1.Johnson Controls as Processor:Where Johnson Controls factually acts as Processor of Personal Data(as defined therein)oil behalf of Customer,the terms at www,johnsoncontrols.com/dpa shall apply.2.Johnson Controls as Controller:Johnson Controls will collect,process and transfer certain personal data of Customer and its personnel related 1 to the business relationship between It and Customer(for example names,email addresses,telephone numbers)as controller and in accordance with Johnson Controls'Privacy Notice at https:Uwww.johnsoncontrols.com/privacy. Customer acknowledges Johnson Controls'Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection,processing and transfer.To the extent consent to such collection,processing and transfer by Company is mandatorily required from Customer's personnel under applicable law,Customer warrants and represents that It has obtained such consent. 0.Johnson Controls License Information:AL 1498,1499,1500,1501,1502,A-0244,The SecurityIndust is governed b the rules and regulations Industry g y g trans of the Alabama Electronic Security Board of Licertsure. If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd.,Montgomery 'r 36116,(334)264-9388 Fax: 334.264-9332 AK 125516;1058473,5430 Fairbanks Street,Suite 7 Anchorage,AK 99507 AR 0000199,0030740118 Regulated by Arkansas Bd.of Private Investigators&Private Security Agencies,#1 State Police Plaza Dr.,Little Rock 72209,(501)618.8600 AZ ROC281489,18267-0 CA 977249;alarm company operators are licensed and regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 CT 0106099-1-5 DC ECS1327 FL EF20000890,EF20000341,EF0000478 GA LVA002833,LVA205386,LV0004635 HI CT-32427 ID PWC-C-12256-A-4,RCE-33602,ECO12834 IL 127001526,128000247,128000246,128000243 LA 24889,F523,F489 MA 401- C, MI 3601206912,A-0352,A-0170,3602.206914,A-0638,3602206913,A-1058,A-1199 Whitcomb Avenue Madison Heights,MI 48071; MN TS651063 MS 15024088,19530-SC NC 846- CSA,28510-SP-FA/LV,19385•SP-FA/LV,27353-SP-FA)LV,19718-SP-FA/LV,24191-SP-FA/LV,22350-SP-FA/LV 101 Industrial Drive,Ste 104 Raleigh,NC 27069,(919)788-5320 NJ 34BF00050200,P00451,607013 NM 375283 NV 0077542,F470,F469,NY 12000327404,Licensed by NYS Dept.of State OH E16782,50-18-1052,50.25-1050,50-48-1032,50-57- 1119,53-31-1582 OK AC-67 OR CLE-322,197010,AC-67 PA Pennsylvania Home Improvement Contractor Registration Number;PA010083 RI 18004,AF-09170 TN ACC1704, ACC1705,ACC1707,ACC1708,ACC1709,ACC710,ACC1711 TX B00536,4200 Buckingham Road Ste 150,Ft.Worth,TX 76115-Dept of Public Safety,Private Security 5805 N.Lamar Blvd,Austin 78752,ACR-1460 UT 8390557-6501 VA 11-7587,11-7575,11-7591,11-7573,11.7589,11-7578,2705147765 WA JOHNSCS837N4,19625 62nd Ave South,Ste C112 Kent, j WA 98032 WV 050291. The foregoing list shows only those license numbers Johnson Controls Security Solutions LLC("Johnson Controls")is required bylaw to include on marketing materials.A comprehensive list of licenses held by Johnson Controls is available oil www,johnsoncontrols.com. California Customers Only:Upon completion of the installation of the alarm 1 systern,the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system.Failure by the licensee,without legal excuse,to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act. (c)2020 JOHNSON CONTROLS.All rights reserved. e.-Forrn$880LJECI(07/2021) Page 10 of 11 2021 Johnson Controls.All Rights Reserved Johnson * Controls COMMERCIAL SALES AGREEMENT TOWN Na. CUSTOMER NO. JOB Na. PO NO. ESTIMATE Na, 0034-FT WORTH,TX 1-600VJ8R ADDITIONAL TERMS AND CONDITIONS DATE:2/112022 Johnson Controls Security Solutions LLC("Johnson Nrh2o Family Water Park Controls") ri ("Customer") Donald Heftzman Customer Billing,Information Customer Premises Serviced 4200 Buckingham Rd, 9001 Boulevard 26, 9001 Boulevard 26, Fort Worth,TX 76117-2618 North Richland Hills,TX 76180 North Richland Hills,TX 76180 Tele,No.(630)706-5036 Attn: Attn:Frank Perez Tele.No. Tele.No.(817)427-6507 Notwithstanding anything in the.Agreement to the contrary,Johnson Controls and Customer agree as follows: Terms and Conditions Annual Service Charge-Initial Term,Johnson Controls agrees to honor the Annual Service Charge for Monitoring Services specified in this Agreement for the Initial Term of the Agreement.Thereafter,the Annual Service Charge may be increased by the increase in the Consumer Price Index for Urban Wage Earners("CPI-W"),All Items,U.S.City Average for the prior twelve(12)month period or 5%,whichever is less, ................ ............... All other terms and conditions of the Agreement,except those expressly odified herein,shall remain in full force and effect, expressly w I P8 JOHNSON CONTROLS SEC� K' T 0 11-C CUSTOMER: Presented by: Accepted By:.. (Sf6h-r6ire of'Johnb- Oontj �Ics Te-iie-mati (Signature,of Customer's Authorized Representative) `so� Sales Agent:Donald Heitzman Z, Sales Representative Registration Number(if applicabl .......... Name rinte Title: ATTEST: Date Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No e.-Form 888OUEOI(07/2021) Page 11 of 11 2021 Johnson Controls.All[Rights Reserved ADDENDUM TO JOHNSON CONTROLS SECURITY SOLUTIONS, LLC COMMERICAL SALES AGREEMENT WITH CITY OF NORTH RICHLAND HILLS,TX This Addendum ("Addendum") is entered into between JOHNSON CONTROLS SECURITY SOLUTIONS, LLC., ("Johnson Controls"), a Texas Limited Liability Company, whose principal offices are located at 4200 Buckingham Rd., Fort Worth, TX 76117, and THE CITY NORTH RICHLAND HILLS ("Customer"), whose principal offices are located at 4301 City Point Drive, North Richland Hills, Texas 76180, (the "Agreement") separately referred to as a "party,,, collectively referred to as the "parties." RECITALS This Addendum is intended to amend and modify the Johnson Controls Commercial Sales Agreement, Scope of Work/Schedule of Protection, and Terms and Conditions e-Form8880LIE01 (0912019) for Estimate No. �°t, dated � . � �. (collectively the "Agreement") entered into between the parties. This Addendum is attached hereto and hereby incorporated into the Agreement for all purposes incident thereto. I. COMMERCIAL SALES AGREEMENT: The parties hereby agree to amend the Commercial Sales Agreement as follows: Section IL CHARGES AND FEES; TAXES, b. Services: Section II, CHARGES AND FEES; TAXES, b. Services. The last sentence of this provision shall be amended to read as follows: b. Services. For termination prior to the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s) rendered prior to termination, 50% of the Annual Service Charge(s) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. II. TERMS AND CONDITIONS: The parties hereby agree to amend and modify the Terms and Conditions as follows: Section A. Services. Subsection A.13. Mobile Security Management (`°MSM") Services, in part, shall be amended to read as follows: To the extent all or any portion of Section A. Services. A.13. Mobile Security Management ("MSM") Services, requires Customer to indemnify Johnson Controls for any losses, damages, liabilities, costs or expenses, such obligation to indemnify shall only be to the extent permitted by applicable law; shall not apply in the event such loss, damage, liability, cost or expense is due to the negligence or willful misconduct of Johnson Controls Addendum to Commercial sales Agreement Estimate No. 1^6 0C Date S L 17,, ' a CA-CONTRACT NO,NRH0007 20211215 Page 1 of 4 Johnson Conbo|s, or any of its ernp|oyeea, agents, officers orrepresentatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section A. Services. Subsection A.13. Sub-subsection 9. Network Connections and Communications Facilities, in part, shall be amended tV read asfollows: The Johnson Controls' MSM Site Terms will be effective when posted, but shall only apply to Customer tothe extent permitted by applicable law, Customer will be deemed to have accepted any modified Johnson Controls MSM Site Terms to the extent such terms are permitted by applicable law and do not conflict with any of the modifications set forth in this Addendum. If there is any conflict between any updated terms by Johnson Controls and this Addendum, this Addendum shall control. To the extent all or any portion of Section A. R.. requires Customer to indemnify Johnson Controls for any losses, damages, \iabi|ities, costs or expenaeo, such obligation to indemnifyoha|| only bebothe extent permitted by applicable law; shall not apply in the event mh ioae. damage' |iebi|ity, cost or expense is due to the negligence or willful misconduct of Johnson Contro|s, or any of its emp|oyeeo, agenhs, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create asinNng fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section E. Limitation of Liability. Subsection 3` in part, shall be amended to read as follows: Notwithstanding the provisions of this Section E. and except in the event of event of gross negligence or intentional misconduct on the part ofJohnson Contrm|s, its officers, employees or representatives, if Johnson Controls and/or one or more of its suppliers are found liable for loss, darne0n or, injury under any legal theory due to a failure of the Servioea. System or Equipment in any respect, the liability of Johnson Controls and its suppliers shall be limited toe sum equal to six (G) times the amount paid for the Annual Service Charge Vr $1.00O. whichever is greater, as agreed upon damages and not as a penalty, ae Customer's sole remedy. Section E. Limitation of Liability. Subsection 4, shall be amended and restated in its entirety as follows: 4. If any other pereon, makes any claim or files any lawsuit against Johnson Controls or its suppliers in any way relating to the Servimaa. System or Equipment that are the subjects of this Agreement, then Customer shall, to the extent permitted by applicable |am'' indemnifyend hold Johnson Controls and its suppliers harmless from any and all claims nd lawsuits including the payment ofall demagee, expenoes, costs and reasonable attorneys' fees as authorized by applicable law, unless such losses or damages are due to the negligence orintentional misconduct ufJohnson Cmntro|s, its suppUere, emp|oyeea, offioena, agents' or representatives. Nothing herein shall require Customer to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify under this section. Section E. Limitation of Liability. Subsection S, in part' ohe|| be amended to read as follows: No suitor action for breach of this Agreement eho|| he brought against Johnson Controls or its mupp|iere, agenta, ennp|nyeee, subeidiariea, affiliates or parents (both direct and indirect) more than four (4) years after the incident that resulted in the |oas, injury or damage occurred, Except as provided for herein, Johnson Controls' claims must also be brought within four (4) years, Claims not subject to the four-year limitation include claims Johnson Controls Addendum to Commercial ales Agreement Estimate No. Date 2,�Z CA-CONTRACT NO,NRH8O07_2O211215 Page 2 of* for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies. Section F. Other Charges. Subsection 2, in part, shall be amended to read as follows: To the extent permitted by applicable law, Customer agrees to pay all costs, expenses and fees of Johnson Controls' enforcement of this Agnaemont, including collection expenses, court costs, and reasonable attorneys' fees os authorized by applicable law. Sect|onG. Hazardous Materials, in part, shall be amended to read as follows: To the extent permitted by applicable law, Customer shall indemnifv, and hold Johnson Controls, its oMicera, dinac[ons, agents, and vendors harmless from any damages, c|aims, injuries, liabilities resulting from the exposure of Johnson Controls' ernp|oyees, oontnactors, or subcontractors to hazardous materials at the work site; pn)vided, hVwever, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls. Notwithstanding any of the foregoing' Customer shall not be under any obligation to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section 1. Miscellaneous. Subsection 4, in part, shall be amended to read as follows: To the extent all or any portion of Section |., requires Customer to indemnify Johnson Controls for any losses, damages, |iabi|iUem, costs or expenses, such obligation to indemnify shall only betothe extent permitted by applicable law; ehe|| not apply in the event such loss, damage, |iability, cost orexpense is due to the negligence or willful misconduct of Johnson Controls, or any of its employees, agents, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create asinkinQ fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section K. Force 80 'eunm, in part, shall be amended toread as follows: Neither party shall be |iab|e, nor in breach or default of its obligations under this Aoneernent, for delays, inberruption, failure to render services, or any other failure or acts oreasonably outside of their control by that party to perform an obligation under this AQreennent, where such de|oy, interruption or failure is oeused, in whole or in part' directly or indirectly, by o Force KA jeure Event. The parties further agree that any reference to only "Johnson Controls" in this Section K. shall be replaced with the term "either party" or "that party" in the plural or singular respectively. The last sentence of Section Kie hereby deleted. Section L. Assignment., shall be amended and restated in its entirety to read as follows: Assignment, This Agreement is not assignable by either party except upon written consent ofthe other party. However, Johnson Controls shall have the right to assign this Agreement to any of its parent companies or affiliates in which it has majority control or which it shares common control. Johnson Controls shall provide Customer with no less than thirty (30) days written notice of any such assignment to a parent company or an affiliate, Section N., Privacy, shall be deleted in its entirety. Johnson | Commercial Sales greement Date Estimate No. CA-CONTRACT NO.NRH000720211215 Page Vof4 All other terms and conditions of the Agreement not amended or modified herein in this Addendum shall remain in full force and effect. The parties hereby agree to the foregoing addendum by evidence of the signature of an authorized representative below. CITY OF NORTH RICHLAND HILLS: JOHNSON CONTROLS CURITY SOLUTIONS,a By: By: Mark Hindman, City Manager Name: Title: Date: Date: ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney Johnson Controls Addendum to Commercial ales Agreement Estimate No.I-60 0 Vj_6W Date 3 .�2X- CA-CONTRACT NO, NRH00072021121-5 Page 4 of 4 Johnson „ �� Beachside Fire Replace and renew I � 1�1 � I�I II� � I� Controls C.)) Ili �_..) -r COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO, 0034-FT WORTH,TX 1-60OPWML DATE:2/312022 Johnson Controls Security Solutions LLC("Johnson Nrh2o Family Water Park Controls") d/bla: Donald Heitzman ("Customer") 4200 Buckingham Rd, Customer BiRlin Information Customer Premises Serviced Fort Worth,TX 76117-2618 9001 Boulevard 26, 9001 Boulevard 26, Tole.No.(630)706-5036 North Richland Hills,TX 76180 North Richland Hills,TX 76180 Attn: Attn:Frank Perez Tale.No. Tele.No.(817)427-6507 This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC("Johnson Controls")effective as of the date signed by Customer. By entering into this Agreement,Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement.The Equipment and/or Services,collectively the System(s) covered under this Agreement islare lusted in the attached Schedule(s)of Protection I Scope of Work("SOW"). I. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer Letter (e) State Specific Forms,If applicable(e.g.,local permit applications) (b) Scope of Work/Schedule(s)of Protection (f) Customer installation Acceptance Form(specific to Equipment/Services purchased) (c) Terms and Conditions (g) If multiple locations,see attached schedule (d) Additional Terms and Conditions II. CHARGES AND FEES;TAXES: a.Equipment Installation.Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of WorklSchedule of Protection plus applicable"Fees"and "Taxes"as defined below("Installation Charge").Upon acceptance of this Agreement,Customer will pay to Johnson Controls the Installation Deposit Amount set forth in the Scope of Work/Schedule of Protection. Johnson Controls may invoice Customer for progress billings based upon Equipment and/or System components delivered or stored,and/or Services performed before completion of the System/Equipment installation,activation of the System,connection to the CMC,or any other Service(s).All outstanding Installation Charges and/or Fees shall be due and payable upon completion of the installation of the Equipment/System and as a precondition to activation of System and,if applicable,connection to Johnson Controls Central Monitoring Center("CMC")or any other Service(s). Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must be agreed to by Johnson Controls and Customer in writing and may be subject to additional charges,fees and/or taxes.Any equipment ordered by Customer by e-mail or telephone order shall be subject to ferric and conditions of the Agreement and may be subject to shipping,handling,and/or restocking fees.Until Customer has paid Johnson Controls the Installation Charge and Fees,and Taxes In full,Customer grants to Johnson Controls a security interest in the Equipment and all the proceeds thereof to secure such payment. b.Services.Customer agrees to pay Service Charges per annum set forth in the Scope of Work/Schedule of Protection(the"Annual Service Charges"),payable in advance on a(n)Annual basis plus applicable Taxes for 5 year(s)(the"Initial Term")effective from the date such Service is operative under this Agreement-After the Initial Term this Agreement shall automatically renew on a/an Annual basis.Johnson Controls will provide Customer Win notice of any adjustments in the Charges,Fees and/or Taxes applicable to the renewal period no later than forty-five(45)days poor to the commencement of the renewal period.Unless terminated by either party upon written notice at least thirty(30)days prior to the anniversary date,the adjusted Charges,Fees and/or Taxes will be,the Charges,Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to increase Annual Service Charge(s)after one(1)year and may increase prices upon notice to Customer to reflect increases in material and labor costs.For termination prior to the end of the initial Term,Customer agrees to pay,in addition to any outstanding Fees and charges for Service(s)rendered prior to termination 90%of the Annual Service Charge(a)remaining to be paid for the unexpired teen of the Agreement as liquidated damages but not as a penalty, c.Other Charges. Customer agrees to pay any assessments,taxes,fees or charges imposed by any governmental body,telephone,communication,or signal transmission company such as false alarm,permitting or connection fees,or administration fees or service charges assessed by Johnson Controls related to AHJ requirements and/or changes to applicable laws,the need to reprogram alarm acntrolsldevices to comply with area code,signal frarinmission,numbering or other changes relating to the installed Equipment and/or Service(s)provided under this Agreement("Fees"). Customer is solely responsible to pay all applicable sales,use and/or similar taxes imposed by any taxing or governmental authority on the Equipment,System and/or Services provided hereunder ("Taxes")unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate, Customer shall remain liable for the payment of any such Taxes until paid in full. d.Invoicing.Invoices are due upon receipt unless otherwise specified on the invoice.Disputed invoices must be identified in writing within twenty-one(21)days of the date of invoice.Payment of any disputed amounts is due and payable upon resolution.Payment is a condition precedent to,Johnson Controls'obligation to perform Services under this Agreement,Charges for Equipfnerit and material covered by this Agreement do not include any amounts for changes in tariffs,duties or other similar charges imposed and/or enacted. III. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of its written Amendments,Riders,Scope of Work and/or Exhibits,constitutes the entire agreement between the Customer and Johnson Controls relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings.The terns and conditions of this Agreement will prevail over any conflicting,inconsistent or additional temis and/or conditions contained in any purchase order,agreement,or other document issued by Customer.In signing this Agreement,Customer is not relying on any advice,advertisements,or oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained in all the pages of the Agreement.Customer agrees that any representation,promise,condition,inducement or warranty,express or ilmplied,not included in this Agreement will not be binding upon Johnson Controls,and that the terms and conditions in this Agreement apply as printed without alteration or qualification,except as specifically modified by a written agreement signed by Johnson Controls and Customer. Any changes in the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in addllional cost to the Customer and any such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customers failure to accept and sign this Agreement within ninety(90)days of the date shown above may result in price increases.Customer acknowledges that:(a)Johnson Controls has explained the full range of protection,equipment,and services available to Customer;(b) additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Customer;(c)Customer desires and has contracted for only the Equipment and/or Service(s)eternized in this Agreement;(d)the Equipment/Service(s)specified in this Agreement are for Customer's own use and not for the benefit of any third party;(e) Customer owns the premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in the premises;and(f) Customer will comply with all laves,codes and regulations pertaining to the use of the Equipment/Service(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED "TERMS AND CONDITIONS" AND "ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY EQUIPMENTISERVICES MAY BE PROVIDED,IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. [Signature Follow on Next Page] e-Form 888OUEOI(07/2021) Page"I of 10 2021,Johnson Controls.All Rights Reserved Johnson .; 11,1111111111,1�ilill�illillill�llillillillillillilillilI -11 e �_PC_0C3Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO, ESTIMATE NO. 0034-FT WORTI-I,TX 1-60()PWMI_ IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED,CUSTOMER MUST INITIAL HERE HERE ._.... ........... JOHNSON CONTROLS SECURITY SOLUTIONS LLC �p Presented by: _ " " .. __...__ Accepted By: _ na'r tl'" on C cols Sales-Re'br entative) (Signature of Customer's Authorized Representative) Sales Agent:Donald Heitzman Sales Representative Registration Number(if applii able):_ __........ ^(Name Printed) _.. Title: Date Signed:._��� CUSTOMER APPROVAL: Please check the applicable box indicating Customer Purchase Order(PO)Requirements: ❑No PO Required I_]Single PO Required for Initial Term ElAnnual PO Required ❑ANSC PO Required Yearly ANSC,=Annual Service Charge [Remainder of Page Left Intentionally Blank] ATTEST: Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No e-Form 88e0UE01)07r2021) Page 2 of 10 <r�2021 Johnson Controls.All Rights Reserved Johnson Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-F F WORTH,TX 1 60OPWML SCOPE OF WORK/SCHEDULE OF PROTECTION IV. SCOPE OF WORK I SCHEDULE OF PROTECTION("SOW"):Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System, on the terms and conditions set out in this Agreement A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full), B. Services to be Provided("Services") Alarm monitoring and Notification Services: Fire Alarm(Other)Monitoring PROVIDED Video Surveillance Services: No Service Selected Managed Access Control Services: No Service Selected Video Equipment: No Service Selected Maintenance Service Plan;Preventive Mai nten ance/Inspection: Expert Maintenance and I Fire Alarm Inspection PROVIDED Additional Services: Sole Path Cellular 5 Minute Supervision Services PROVIDED C. Equipment to be Installed("Equipment"): Johnson Controls will install,or cause to be installed,the Equipment(or equivalent),as set forth in this SOW in Customers designated facility(ies). As used I"installation"means:(I)affixing all Equipment and materials provided by Johnson Controls at such locations within the faciliny(ies)as are designated by Customer,(it)providing and Putting cables/wires required to connect the Equipment to Customer's Communications Facilities and making such connections;(III),in the case of Digital Communicator installation, mount Equipment and plug into RJ31 X phone jack previously installed by Customer;(Iv)in the case of radio installation,mount faclo Equipment and program Equipment with number furnished by Customer;(v)providing and installing software/firmware required by the Equipment;(vi)performing testing as required to establish that the Johnson Controls Equipment is connected,is functioning according to Its specifications,and is communicating over Customer's Communications Facilities;and(vii)providing user-level training to Customer's designated representative in the use of such Equipment. Qty l Product Name Location ................ . ............................................................................. .............. .............. 1 This item Identifies the estimate as Standard and NOT PART of Technology Refresh of older Tech 14 Regular Labor J I I Programming 1 Testing l Permit Fees 1 Inspections-Fire or Card Access or Low Voltage I Optional IDC Class"A"Convener Module 1 1 AC POWER SURGE PROTECTION WITH LOCKOUT KIT 1 i FIRE DRAWING BOX RED 1 Fire Alanrn Communicator,LTE,Verizon 3 Battery,Sealed Lead-Acid,12 Volt,7.04 I I Well Transformer Enclosure I ANTENNA,ACCESSORY,KIT Cl T 3013 .............. i Low Loss Cable(25) I iASSYADAPTERCABt_EFf7825-OC 1 15 Zone Conventional Fire Control Panel with 3 amp power sutggy� I CHARGES AND ESTIMATED TAX: I Installation Charge: Installation Charge Amount: $4,822.44 Estimated Tax(es): $397,85 TOTAL INSTALLATION CHARGE: $5,220.29 Installation Deposit Amount: '$2,411,22 2. Annual Service Charge: Annual Service Charge Amount: 1$1,996,44 Estimated Tax(es): $164.70 e-Form 888OUEDI(0112,021) Page 3 of 10 C)2021 Johnson Controls.All Rights Reserved _.. _ . ..r_ ..__.. . . .. .,, .... �.._ . TOTAL ANNUAL SERVICE CHARGE: � f$2,161.14 Tax value shown is estimated and may differ from the actual tax value that will be on the invoice. E, Scope of Work:This Section is intended for installation use only, Any language contained in this Section that attempts to modify the 1-erms and Conditions of this Agreerlent shall be void and of no effect. Contact Information:Frank Perez fperez@NRl-120.comdon heitzrn an 214 448 6285 Systern Operation:Change out the Existing Firel-te MS 5 UD with a new one. The current panel was damaged by water in the Freeze last winter. Install a new upgraded cellular communicator that Is compatible-,with LT E Renew the customer. Test adn verify all signals. Confirm with the Central Station Programming Info:Renewal Only Site Conditions:Existing Site Existing Equipment:Dismantle the existing MS5 tJD and replace it. Also dismantle the existing cell radio and replace it, Customer Expectations:Work hours are 8am-5pm Monda-Friday Training Expectations:Tech will train the customer General Comments:A permit will be required Customer Responsibilities/Johnson Controls Exclusions:customer is responsible to proviaide access to the site and 120VAC for the panel and dthe cell communicator Documentation Needs:No close out does required Contract Notes- e-Form 8880UF01 f07120211 Page 4 of 10 (D 2021 Johnson(:)ontrols.All flights Reserved TERMS AND CONDITIONS TERMS AND CONDITIONS V.Customer and Johnson Controls agree as follows: f A.Services. . ....... ............_- g .... ., ..,...-( ................g .,., g q.. will endeavor torn otify the appropriate I mice or Fire Depalrtmelnt and if iby local law,the Customer's designated representative. If a burr lar alarm signal("CMC'),Johnson Controls r stern at Johnson Controls alarm monitoring center If � representative, J naI or fire signal registers at } Johnson Controls'CMC,Johnson Controls at its sole discretion may endeavor to contact the Customer's premises by telephone to verify that the alarm is not false.Failing to contact the Customer promptly or questioning the nature of the response received upon such contact,Johnson Controls shall endeavor to notify the appropriate Police/Fire Department. If a supervisory or trouble signal registers at Johnson Controls'CMC,Johnson Controls Will endeavor to notify the Customer's designated representative.2.If Customer has purchased alarm r monitoring service that requires Police,Fire,Guard Response,or Medical Emergency Response/Notification or Two Way Voice monitoring services and such an alarm is received at Johnson Controls'CMC,then Johnson Controls may,in its sole discretion,endeavor either(a)to contact Customer and/or anyone Customer has identified as having authority to act on Customer's behalf on Customers Emergency Contact List("EEL")by telephone or Two Way Voice communication,or(b)use video or audio feed from Customer's premises to confirm that the alarm is not false.If Johnson Controls fails to contact Customer or someone on Customer's E.CI-or,if Johnson Controls questions the response received upon such contact,then Johnson Controls will endeavor to notify the appropriate Police/Fire Department or other emergency response provider.If Guard Response Service Is being provided,Johnson Controls will, j for an alarm that requires Police response,endeavor to dispatch a Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and,upon evidence of an attack,Johnson Controls will endeavor to notify the appropriate Police Department,JOHNSON CON]RROLS WILL NOT ARREST OR DETAIN ANY PERSON.Customer agrees that Johnson Controls will have no liability pertaining to the recording(or failure to record)or publication of any Two Way Voice communications,Internet,or other Video recordings or the quality of such recordings,if any.3.If Supervisory Alarm or Trouble Alarm monitoring services are purchased(or if such services are actively programmed into the System)and such an alarm is received by Johnson Controls,Johnson Controls will endeavor to notify Customer's designated representative.4.If Customer has identified persons on Customer's ECL authorized to act on Customer's behalf,John son Controls will endeavor to contact such persons before Johnson Controls endeavors to notify the Police/Fire Departrent.5.The System may not operate with other companies'alarm monitoring equipment.If Customer cancels any Services,this incompatibility may prevent Customer from continuing to use the System. Customer understands that local laws,ordinances or governmental policies may restrict and/or limit Johnson Controls'ability to provide alarm monitoring and notification services and/or necessitate modified or additional services and expense to Customer.Customer understands that Johnson Controls may employ any number of current or future 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 on alarm panels including those authorized under ANSI-SA CP-01-2000;default settings for"swinger shutdown"of specific alarm zones;implementation of"partial clear time bypass"procedures at i Johnson Controls' CMC;and/or other similar measures employed by Johnson Controls periodically In Johnson Controls'sale discretion.THESE MEASURES CAN RESULT IN NO ALARM r SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ACTIVATION UNTIL CUSTOMER MANUALLY RESETS THE ALARM SYSTEM.5. Customer understands that,upon receiving notification that a fire or carbon monoxide signal has been received by Johnson Controls,the Police,Fire Department or other responding authority may forcibly enter Customers premises.7,Alarm Verification Services.Intrusion detection/burglar alarm equipment may require activation of two sensors,or a second activation of f a single sensor,or activation of a continuous alarm event torn a single sensor to meet the requirements of local laws,ordinances or other requirements of the Police Department.Customer is solely responsible for operating on-premises bypass or switch units to disconnect or reconnect the alarm sounding or transmitting equipment.8,5-Day Familiarization Period.If Customer has requested a 5-day"Familiarization Period"following completion of installation,and if needed,an extension period to enable Customer to become familiar with the system operation, then during this Familiarization Period Customer agrees that if any signal(including an alarm signal)of any nature registers at Johnson Controls'CMC,Johnson Controls will not,respond to any signals,or endeavor to notify any authorities,Customer,or Customer's designated representative(s),or undertake any other action with regard to any signal,whether or not due to an actual emergency event.0.Direct Connection Service.If such service is availablelrequired in Customer's location a"Direct Connection"may be made to the Customer's Municipal Police, Fire Department,or other agency,and signals transmitted by the System will be monitored directly by such Municipal Police,Fire Department,or other agency personnel(collectively, "Municipal Personnel"),none of whom are agents of Johnson Controls.Johnson Controls does not assume any responsibility or liability for the manner in which such signals are monitored or the response,if any,made by such Municipal Personnel to such signals.10.Parallel Protection Service,If Customer chooses a Johnson Controls approved cellular back-up service, alarm signals may be transmitted to Johnson Controls'CMC from Customers premises over a cellular communications network it Customer's primary telephone service is interrupted. A.2.Communication Facilities.(a)Authorization.To facilitate Johnson Controls ability to provide Service under this Agreement,Johnson Controls may make requests for Information, service,or equipment in any respect on behalf of Custorer to Customer's telephone service provider,wireless carrier,or other entity providing communication facilities or services for transmission of alarm signals(the"TeleCo").(b)Digital Communicator.If a Digital Communicator is used to connect to Johnson Controls'CMC,Customer will provide a connection through I a telephone jack to Customers TeleCo service as required to operate the System,Equipment,or to provide the Service.Such connection will be electrically first before any other telephone or Customer equipment,and will be located within 10 feet of the alarm/control panel.Johnson Controls will provide such connection at Customers request and expense.(c)General. JOHNSON CON]TROLS RECEIPT OF ALARM SIGNALS,ELECTRONIC DATA,VOICE DATA(DR IMAGES(COLLECTIVELY,"ALARM SIGNALS')FROM THE EQUIPMENT OR SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE 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 TELECO SERVICE:OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, } ROUTING PROBLEMS,OR INSTABILITY OF SIGNAL QUALITY,CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELECO SERVICES SUCH AS SOME TYPES OF DSL,ADSL.,VOIP,DIGITAL,PHONE,IN I ERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE i OR RADIO SERVICE,INCLUDING CELLULAR,WIRELESS OR PRIVATE RADIO,OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION NETWORK,INTRANET OR IP-PBX,OR OTHER THIRD-PARTY EQUIPMENT ORVOICEIDATA TRANSMISSION NETWORKS OR SYSTEMS OWNED,MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES,IF. 's (1)THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS(THE BATTERY BACK-UP FOR JOHNSON CONTROLS'ALARM PANEL DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELECO SERVICE);OR(2)ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL... CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS WILL ONLY REVIEW THE INITIAL.COMPATIBILITY OF 1 HE ALARM.SYSTEM WITH CUSTOMER'S TELECO;SERVICE AT THE TIME OF INITIAL_INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELECO SERVICE'S DATA FORMAT AFTER JOHNSON CONTROLS'INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELECO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JOHNSON CONTROLS'CMC.IF JOHNSON CONTROLS I DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS COMPATIBLE,JOHNSON CONTROLS WILL PERMIT CUSTOMER TO USE ITS TELECO SERVICE AS THE PRIMARY MET HOD OF TRANSMITTING ALARM SIGNALS,ALTHOUGH CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS RECOMMENDS THAT CUSTOMER At-SO USE AN ADDITIONAL.BACK-UP METHOD OF COMMUNICATION-1-0 CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC REGARDLESS OF THE TYPE OF TELECO SERVICE USED.CUSTOMER ALSO UNDERSTANDS THAT IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS,OR LATER BECOMES,NON-COMPATIBLE,OR IF CUSTOMER CHANGES TO ANOTHER TELECO SERVICE THAT IS NOT COMPATIBLE,I HEN JOHNSON CONTROLS WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JOHNSON CONTROLS AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC.JOHNSON CONTROLS WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELECO SERVICE AND CUSTOMER UNDERSTANDS THAN IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELECO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL.-FIRE CODES.CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE,IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELECO SERVICE IS INTERRUPTED,AND THAT JOHNSON CONTROLS MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES IT!ROUGH 1 A NON-APPROVED TELECO SERVICE.CUSTOMER ACKN OWL EDGES'THAT ANY DECISION TO USE A NON-APPROVED TELECO SERVICE AST[iE METHOD FOR TRANSMITTING AI.-ARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT 1 ANY ASSISTANCE,INVOLVEMENT,INPUT,RECOMMENDATION,OR ENDORSEMENT ON THE PART OF JOHNSON CONTROLS.CUSTOMER ASSUMES SOLE AND COMPLETE { RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS 1-O AND USE OF THE NON-APPROVED TELECO SERVICE FOR CONNECTION TO THE ALARM MONITORING S; EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT`THE ALARM SYSTEM MAYBE UNABLE I-0 SEIZE THE TELECO SERVICE TO TRANSMIT AN ALARM SIGNAL_IF ANOTHER CONNECTION HAS DISABLED,IS INTERFERING WITH,OR BLOCKING THE CONNECTION. A.3.1 Enhanced Maintenance Service Plan Intentionally.. _ w ... _. _..... ..... -- loft blank-Services have not been purchased. A.3.2 Expert Maintenance Service Plan("Expert Maintenance'), 1 If Expert Maintenance is purchased,Johnson Controls will provide and bear the expense of maintenance/repair of the covered Equipment for Issues related to normal wear and tear.The following are not covered under Expert Maintenance and any requested service will be provided on a time and materials basis:(a)window foil,(b)security screens,(c)product Installed contrary to OEM specifications,(d)exteror wiring,(e)programming changes,(f)software updates/upgrades,unless Software Support Services are purchased,(g)consumables such as batteres and printer supplies,and(h)"Conditions"not covered by Warranty shown below. Customer shall pay for any e-Form 888OUE01(07120211 Pacge 5 of t o >2021 Johnson Controls.All Rights Reserved related labor and/or materials for such work at Johnson Controls'then applicable rates.Additional charges may apply for service requiring the use of a lift Johnson Controls'obligation to perform Expert Maintenance service relates solely to the covered Equipment. 2. If Expert Maintenance is not purchased prior to the expiration of the Equipment Warranty,Johnson Controls will provide such Expert Maintenance only after inspecting the Equipment to be covered and making any necessary repairs or replacements to bring the Equlprrient/System into compliance with Johnson Controls'specifications and/or the standards set by applicable law. 3. Expert Maintenance will be furnished during Johnson Controls'"Normal Working Flours" I (between 8:00 A.M,and 4:30 P.M.Monday through Friday,except holidays). Expert Maintenance performed outside of these hours is subject to additional charges. Provision of Expert Maintenance is conditioned upon the continued availability of system cornponents/parts from the original equipment manufacturer("OEM"). ...t A.3.3 Optimum Maintenance Service!Plan. Intentionally left blank-Services have not been purchased. A.3.4 Essential Maintenance Service Plan. Intentionally left blank-Services have not been purchased. AA. I esting/Inspections Service("T/1") If 17Y Service is purchased,Johnson Controls will provide the number of inspections/tests on the covered Equipment as specified in this Agreement. Such DI Services will be furnished during Johnson Control,'"Normal Working Hours"(between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). T/I Service performed outside of these hours is subject to additional charges. ..... A.5.Investigator Response Service Intentionally left blank-Services have not been purchased. A.C.Select View Managed Video Services/Interactive Video Monitoring Services Intentionally left blank-Services have not been purchased. A 6.1.Video/Audio Alamo Verification ServiceNideo Verification.Intentionally left blank-Services have not bee n purchased. A A 6 2.Video Guard Tour.Intentionally left blank-Services have not been purchased. ......,. ......... .. A.6.3.Video Escort Intentionally left blank-Services have not been purchased. _. ...,.,.. .,... .,-,.. .,.... .,,-,-.-, ,, .....,...- .. A.6.4.Video Assist Intentionally left blank Services have not been purchased. A.6,5.Video Audit.Intentionally left blank-Services have not been purchased. A.6.6.Outdoor Interactive Video Monitoring Services,Intentionally left blank-Services have not been purchased. A.6.7.Managed Video Portal, Intentionally left blank-Services have not been purchased. A,6.8 Unattended Delivery--Alarm Based Video Monitoring. Intentionally left blank-Services have not been purchased. A.6.9 Unattended Delivery-live Video Monitoring of Process-Intentionally left blank-Services have not been purchased. A,9.Vision/Vision with Auditing.Intentionally left blank-Service is no longer offered. _._,.._._..... _ _.. ......... . . . , A.10 t losted Access,Intentionally left blank Services have not been purchased. A.11.Data Hosting/Storage Services Intentionally left blank-Services have not been purchased. .. .... , . A.12.Data Hosting/Storage Services Encrypted.Intentionally left blank-Services have not been purchased. A.13. Mobile Security Man,agement("MSM")Services.Intentionally left blank-Services have not been purchased. _.._... ............... . A.13. Mobile Security Management("MSM")Services.Intentionally left blank Services have not been purchased. A 14. Software Support Services No Upgrades Intentionally left blank Services have not been purchased A.15. Lynx Network Duress and Emergency Notification System("Lynx Systern"). Intentionally left blank-Lynx System/Services have not been purchased. _.. ... ., A.16. RFID Tracking System(Systern"). Intentionally left blank-RFID Systems have not been purchased A.17.HID SEDS Mobile Credential Service Service' Intentionally left blank-Service been purchased.("Service"). �has note .........-... . AA8.Customer For Life Program("Service"). Intentionally left blank-Service has not been purchased. A,19.Outdoor Radar Perimeter Protection. Intentionally left blank-System has not been purchased A.20.Self-Printing Service. Intentionally left blank--Service has not been purchased. A 21,Audio Enabled Devices, Intentionally left blank-Equipment has not been purchased. A.22.Proactive Health Services Intentionally left blank Services have not been purchased. A.23.Automated Notification. Intentionally left blank Services have not been purchased. A 24.Remote Technical Services Intentionally left blank-Services have not been purchased A.25.Anyvision Devices.Intentionally left blank-Equipment has not been purchased. A 26.WhosOn Location Service Intentionally left blank-Services have not been purchased. A 27.Vase Detection System Intentionally left blank-Services have not been purchased. A 28.Alcatraz Cloud Service,Intentionally left blank--Services have not been purchased. .,...., .. ,.........a. A.28.Alcatraz Cloud Service.Intentionally left blank-Services have not been purchased. A 28.Alcatraz Cloud Service.Intentionally left blank Services have not beenpurchased. . A.29.CloudVue Service.Intentionally left blank-Services have not been purchased. A.30 Visual Alarm Verification Service.Intentionally left blank-Services have not been purchased. A31 Halo Smart Sensor System.Intentionally left blank � y blank Systern have not been purchased A.32.Embedded Resource Services,Intentional/ left blank-Service have not beenpurchased, a y purchased ( A.33.Open Path System.Intentionally left blank-System or Service have not been purchased. A.34.Additional Services.If an other services,including but not limited to the follown y g p,are L>eurg furnished under this Agreement,Customer and Johnson Controls will enter into a separate Rider that will be attached to and incorporated as part of this Agreement:(a)Select L-ink-Immediate Response Information Systern(IRIS)(b)Managed Access Control(c) Electronic Article Surveillance("EAS")(d)Guard Response Service(a)Radio Frequency Identification("RFID")O T raining Services(g)Watchrnan's Reporting Service, P. Warranty(90-Day). 1 If the transaction type is"Direct Sale",any part of the System(as distinguished from the Firlrlware./Software)installed under this Agreement,including the wiring, e-Form e880UF01(07r2021) Page 6 of 18 Co 2021 Johnson Controls.All Rights Reserved _- .,_.._ _ ......, which proves to be defective in material or workmanship within ninety(90)days of the date of completion of the installation("Warranty Period'),will be repaired or replaced,at in Johnson Controls'option with a new or functionally operative part Materials required to repair or replace such defective;components will be furnished at no charge during the Warranty Period. Warranty Services will de furnished during Johnson Controls's"Normal Working I lours"(between 5:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Warranty Service performed outside of these hours is subject to additional charges. 2. For"Johnson Controls-Owned"equipment/systems: (a)[he equipmeril/syslems are provided"AS IS'and without warranty;and(b)Customer is responsible to maintain such equipment/systern in good working order, he following"Condition are not covered b Warranty: a damage or extra service time needed resulting from accidents acts of God,lightning,i strikes,3 T y y O g 9 lots floods,terrorism,acts of j War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance not performed by Johnson Controls,or from parts,equipment,accessories,attachments or other devices not furnished by Johnson Controls;(b)Customer's failure to properly follow operating instruction;provided by Johnson Controls or OEM;(c)adjustments necessitated by misalignment of video cameras,Improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s);(d)trouble due to interruption of Internet, Telecommunications,and/or electrical service;(e)battery failure;(t)devices designed to fail in protecting the equipnlentlsystem,such as,but riot limited to,fuses and circuit breakers;and (g)System modificationslcustomization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls'representative finds that one of the "Conditions"has led to the inoperability or apparent inoperability of the Equipment/System or any component,Johnson(controls may bill Customer for the service call whether or not Johnson Controls actually works on the Equipment/System. If repairs are required due to one of the above"Conditions',Johnson Controls will charge Customer for such work on a time and rnalerials hasis at Johnson Controls'then applicable rates for labor and materials. 4. THE FOREGOING WARRANTY IS IN LIEU OF ALL O FHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING JOT INSON CONTROLS'NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.JOHNSON j CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION,DAMAGES I-OR PERSONAL INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE.Johnson Controls makes no and specifically disclaims all representations or warranties that the services,products,software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity,or will detect the presence of,or eliminate,treat, or rnifigate the spread transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19 Requirements,C. System Requ _w.., .,.... .. ._.. ....__. ....... .. ... ._ .. ,....,a, .,_., _. ... _._..._ _ . _.. . _.,... .. ... .., . .. ._... _, .. ,Miscellaneous 1 Vaults. Customer must ensure that any Customer vault protected by sound or vibration detector systems has the minimum construction characteristics prescribed by the Underwriters'Laboratories,Inc. 2, System Testing. Customer must test all detection devices or other electronic equipment according to procedures prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3. Familiarization Period, UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD(EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY LAW), CUSTOMER AGREES THAT: (a)DURING A FIVE(5)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUIRED BY LAW;AND(b)FOLLOWING COMPLETION OF THE INSTALLATION AND THE COMMUNICATIONS CONNECT'ION'TO JOHNSON CONTROLS'CMC(AND DURING ANY APPLICABLE EXTENSIONS),JOHNSON CONTROLS HAS NO OBLIGATION 1-0,AND WILL NOt,RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE JOI INSON CONTROLS CMC f ROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZATION PERIOD,CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL.NOT,NOTIFY ANY AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON CONTROLS RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT, 4, Special Equipment Requirements. If Customer requires installation or service of equipment in areas t inaccessible without the use of lifts or cranes,or if nonstandard conditions at the Customer site require special equipment for installation or service,Customer will provide such equipment, or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides initial training to Customer on use of the equipment installed at the t tune of installation. Thereafter,Customer may purchase additional training in one-hour increments at Johnson Controls'then current rate. 5. Site Preparation,Intrusion and Restoration. Unless otherwise noted herein,Customer is responsible for providing: (a)any necessary electric current,(b)an outlet within 10 feet of an alarm control panel,(c)telephone connections,(d) i network drops,and(e)any required conduit,wiremold,or other raceway,(f)any required IP address assignments,and(g)additional network software licensing. The installation of the equipmentlsystern may necessarily require cutting,bolting or fastening into Customer's floors,walls and/or ceilings.Johnson Controls shall not be responsible for any expenses related to intrusion,mold,fungi,bacteria,wet/dry rot,patching,floor or wall finishing,or paint,tile,carpet or wallpaper matching,restoration or replacement resulting from installation or service of the equipment/system. 7. Battery Powered Devices.Customer understands that any battery-powered motion detectors,smoke detectors,door and window contact transmitters and other detection sensors installed/serviced under this Agreement require batteries to operate.THESE BAT TERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE ALARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED. It is Customer's sole responsibility to maintain and replace arty batteries. Customer shall carefully read and follow the owner's manual,instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help j maintain continued operation.B.Customer is solely responsible for the establishment,operation,maintenance,access,security and other aspects of its computer network("Network")and I shall supply Johnson Controls secure Network access for providing its services. Products networked,connected to the Internet,or otherwise connected to computers or other devices must 3 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. 7.ClosedCircuit.... ........ _ ._... .. . ........ ..__._ .. .._... . .. . .. __ . ..._,... ..,,e,,.,.,..._ Television("CCTV")Hideo Equipment. intentionally left blank—no CCTV/Videc Equipment has been purchased. _ ._... . . .. _. ............. ... ........,..... ..._........e _, _ .... , . _..__ 9 New York City Fire System. Intentionally left blank.—covered system is not installed in NYC D.Electronic Media;Personal Information,Cooisent to Call,Text or Email 1 Electronic Media.Either party may scan,fax,email,image,or otherwise convert this Agreement into an electronic format of any type or form,now known or developed in the future.Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally i binding upon the parties and equivalent to the original for all purposes,including litigation.Johnson Controls may rely upon Customer's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise.2.Personal Information.Customer represents and warrants that Customer has obtained all consents and has the right to(a)disclose to Johnson Controls all personal information disclosed hereunder concerning Individuals/employees/or other third parties including all information contained in Customer's Emergency Call List("ECL");(b)permit Johnson Controls to collect(including consent to record , telephone conversations with Johnson Controls),use,disclose and transfer such personal information;and(c)expressly authorizes Johnson Controls to use such personal information to administer the relationship and the agreement between Customer and Johnson Controls,including,but not limited to,contacting Customer personnel at the telephone numbers and/or email ) addresses provided:(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to set/confirm a service/installation appointment;and/or(i)to provide information or offers about products and services of interest to Customer.Customer acknowledges and agrees that Johnson Controls may share all such information with its parents, subsidiaries,affiliates and its/their successor corporations or any subcontractor or assignee,within and outside the country in which the Customer is located and thereby subject such information to the laws of such countries. E.Limitation of Liability 1.Johnson Controls is not an insurer.The amounts Johnson Controls chargee Customer are not insurance premium,.Such charges are based upon the value lire of t the Services,System and Equipment provided and are unrelated to the value of Custolrier's property,the property of others located in Distomer's premises,or any risk of loss on Customer's premises.2.Johnson Controls'services,systerns and equipment do not cause and cannot eliminate occurrences of the events they are'intended to detect or avert.Johnson Controls MAKES NO GUARANTY OR WARRANTY,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,T HAT THE SERVICES,SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM.Accordingly,Johnson Controls and its j suppliers do not undertake any risk that Customer's person or property,or the person or property of others,may be subject to injury or loss if such an event Occurs. The allocation of such risk remains with Customer,not Johnson Controls nor Its suppliers.Insurance,if any,covering such risk shall be obtained by Customer.Neither of Johnson Controls nor its suppliers shall have any liability for Toss,damage or injury due directly or indirectly to events,or the consequences therefrom,which the System or Services are intended to detect or avert.Customer shall Zook exclusively to its insurer and riot to Johnson ContrOls or its suppliers to pay Customer Ili fire event of any such loss,damage or Injury.Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Johnson Controls and its suppliers arising as a result of paying any claim for loss,damage or injury of Customer or another person, suppliers are found liable for loss damage or injury under 3 If notwithstanding the provisions of this Section F,Johnson � _.. Controls and/or one or more of Its,� any legal theory due to a failure of the Services,System or Equipment in any respect,the liability of Johnson Controls and its suppliers shall be limited to a sure equal to 10%of the Annual Service Charge or$1,000, whichever is realer,as agreed upon darns es and not as a penal g g p g penalty,ty,as Customer's sole remedy. This will be the sole comedy because it is impractical and extremely difficult to determine ( the actual damages,if any,which may result from Johnson Controls'or its suppliers'failure to perform any of its obligations under this Agreement. If Customer requests,Johnson Controls may assume greater liability by attaching a Rider to this Agreement stating the extent of Johnson Controls'additional liability and the additional charges Customer will pay for Johnson Controls'assumption of such greater liability, However,such additional charges are not Insurance premiums and Johnson Controls is not an insurer even if it enters into such a Rider. 4.The provisions of this Section E shall apply no matter how the loss,damage or injury or other consequence occurs,even if due to Johnson Controls'or its suppliers'performance or e-Farm 888OUE01 t07120211 Page 7 of 10 Rt 2021 Johnson Controls.All Rights Reserved ............................................ nonperformance of their respective obligations under this Agreement or from negligence,active or otherwise,strict liability,violation of any applicable consurner protection law or any other alleged fault on the part of Johnson Controls,its suppliers,agents or employees. If any other person,including Custorner's subrogating insurer,makes any claim or files any lawsuit against Johnson Controls or its suppliers in any way relating to the Services,System or i Equipment that are the subjects of this,Agreement,then Customer shall indemnify and hold Johnson Controls and its suppliers harmless from any and all such claims and lawsuits including i the payment of all damages,expenses,costs and attorneys'fee,., 5.No suit or action shall be brought against Johnson Controls Or its suppliers,agents,employees,subsidiaries,affiliates or parents(both direct and indirect)more than one year after the Incident that resulted in the loss,injury or damage occurred.Except as provided for herein,Johnson Controls'claims must also be brought within one year, Claims not subject to the one- year limitation Include claims for unpaid:(1)contract amounts,(2)change order amounts(approved or requested)and(3)delays and/or work inefficiencies. 6.The provisions of this Section E shall apply to and benefit Johnson Controls and its agents,employees,contractors,subsidiaries,affiliates,parents(both direct and Indirect),vendors,suppliers and affinity marketers. If this Agreement provides for a direct connection to a municipal police or fire department or other organization,then that department or other organization may also Invoke the provisions of this Section E against any claims due to any failure Of Such department or organization. Johnson Controls and its suppliers are not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-tips, F.Other Charges;Remedies;Termination,1,There may be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24-hours prior to dispatch,orifJohnson Controls"representative is sent to the Customer's premises in response to a service call for false alarm cu Systern malfunction caused by Customer's operation contrary to instructions,failure to close or properly secure a window,door or other protected point,or improper adjustment of monitors or accessory components.2.1'aill.sre to pay arnotirits when due is a material breach of this Agreement and shall give Johnson Controls,in addition to any other available remedies,the right to stop performing any Services and/or withhold further delivery of Equipment and other materials,terminate or suspend any software,licenses,and/or terminate this Agreement and to charge interest on the amounts that remain unpaid rnore than thirty,(30)days past the due date specified in the invoice(s) at a rate equal to the lesser of 1.5%per month or the maxiniturn rate permitted under applicable law,until payment is made in full..Customer agrees to pay all costs,expenses and fees of JohnsonControls'enforcement of this Agreement,including collection expenses,court costs,and attorneys'fees.In the event of Customer's default,the balance of any outstanding amounts will be immediately due and payable. Installation Charge(s)are,based on Johnson Controls performing the installation with its own personnel.If for any reason installation must be performed by outside contractors,Installation Charge(s)may be subject to revision.3.In addition to any other remedies available to Johnson Controls,Johnson Controls may terminate this Agreement and discontinue any Service(s)if(a)Johnson Controls'CMC is Substantially damaged by fire or catastrophe or ifJohnson Controls is unable to obtain any connections or privileges required to transmit signals between the Customer's premises,Johnson Controls'CIVIC or the Municipal Fire or Police Department or other first responder;(b)Customer falls to follow Johnson Controls'recommendations for the repair or replacement of defective parts of the System not covered Under the Warranty or QSP Service;(c)Customers failure to follow the operating instructions provided by Johnson Controls roSLJIIS in an undue number of(also alarms or System malfunction;(d)in Johnson Controls'sole opinion,the premises in which the System is installed are unsafe,unsuitable,or so modified or altered after installation as to render continuation of Service(s)impractical orimpossible;(e)Johnson Controls is unable to obtain or continue to support technologies,TeleCom Services,Communication Facilities,Equipment or component parts thereof that are discontinued,become obsolete or are otherwise not commercially available;Or(f)Customer fails to make payments when due or otherwise breaches this Agreement. Johnson Controls will not be liable for any damages or subject to any penalty as a result of any such termination. C.J.Hazardous Materials, For all projects except those involving new construction,Customer represents and warrants that to the best of Customer's knowledge the work site is free of any hazardous materials.The term"hazardous materials"includes but is not be limited to asbestos,asbestos-containing material,polychlorinated biphenyl("PCB"),formaldehyde orother potentially toxic or otherwise hazardous material.If any such substance is discovered on the work site,Johnson Controls will not be required to install or service the Equipment at such site unless and until Customer certifies the retrieval or safe containment of such hazardous materials.Customer shall Indemnify,defend,and hold Johnson Controls,its officers,directors, agents,and vendors harmless from any damages,claims,Injuries,liabilities resulting from the exposure of Johnson Controls'employees,contractors,or subcontractors to hazardous materials at the work site;provided,however,that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls H,Waivers.1.Waiver of Jury Trial CUSTOMER AND JOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY I RIAL IN ANY LEGAL PROCEEDING ARISING OU T OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.2.Mutual SAFETY Act Waiver.Certain of Johnson Controls'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 of2002,6 U,&C §§441-444 (the'SAFETY Act"),As required under 6 C.F.R.25,5(e),to the maximum extent permitted by law,Johnson Controls 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 GATT have been deployed in defense against,response to,or recovery from such Act of Terrorism. I.Miscellaneous.I,Enforceability.If any of the provisions of this Agreement shall be determined to be Invalid or unenforceable,the remaining provisions shall l in full force and effect. 2.Paragraph and Section I-leadingc;Captions;Counterparts,The headings and captions contained in this Agreement are inserted for convenience or reference only,and are not to be seemed part oforto be used in construing this Agreement.This Agreement may be executed in any number ofcounterparts,each of which shall be deemed to be an original,but all such separate counterparts shall together constitute but one and the same agreement.3.FARs, Johnson Controls supplies"commercial items"within the meaning of the Federal Acquisition Regulation(FAR),48 CFR Parts 1-53,As to any customer order for a U.S.government contract or funded directly or indirectly with Federal funds,Johnson Controls will comply only with the following mandatory flow-downs for commercial itern subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment: 52219-8;52,222-26;52.222-35;52,222-36;and 52,222-b7,4,Export Control.Customer shall not export or re-export,directly or indirectly,any: (1)product or service provided Linder this Agreement;(ii)technical data;(IT)software;(iv)information;or(v)items acquired under this Agreement to any Country for which the United States Government(or any agency thereof) requires an export license or other approval without first obtaining any licenses,consents or permits that may be required under the applicable laws of the U.S.or other foreign jurisdictions, including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall,at its own expense,defend,Indemnify and save Johnson Controls harmless from and against all third-party claims,liability,loss or damage(including attorneys'fees and other defense costs), assessed against or suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement. 5.Insurance Johnson Controls maintains comprehensive General Liability and Automobile Liability Insurance in arTIOUnts that meet or exceed:$1,000,000 per incident-$2,000,000 in the aggregate and Worker's Compensation coverage as required by law,Johnson Controls will not be required to provide a waiver of subrogation in favor of any party,nor will Johnson Controls be required to designate any party as a statutory employer for any purposes.6,Johnson Controls Brand, Without exception, Johnson Controls-branded Signage,Including yard signs,window stickers and warning signs will remain the property of Johnson Controls and may be removed by Johnson Controls at any time. Customers right to display Johnson Controls-branded Signage is not transferable and ceases upon terrininaticri or expiration of this Agreement.7.Resale, IfJohnson Controls is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's properly,it shall remain Customer's property,8,COVID-19 Vaccination.Johnson Controls expressly disclaims any requirement,understanding or agreement,express or implied,included directly or incorporated by reference,in any Customer i purchase order,solicitation,notice or otherwise,that any of Johnson Controls'personnel be vaccinated against Covid 19 under any federal,state/provincial or local law,regulation or order applicable to government contracts or subcontracts,including,without limitation,Presidential Executive Order 14042("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation(FAR)52.223 99("Ensuring Adequate COVID Safety Protocols for Federal Contractors"). Any such requirement shall only apply to Johnson Controls' personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Johnson Controls, J.System Software;Network Connections,1.Any software provided Wth the System or in connection with the Services is proprietary to Johnson Controls and/or Johnson Controls" supplier(s)and is licensed or sublicenFed to Customer on a non-exclusive basis.Customer may not(a)disclose the Software or source code to any third parties,(b)duplicate,reproduce,or copy all or any part of the Software,or(c)use the Software on equipment other than with the designated System with which it was flourished.A separate Software License Agreement or End User License Agreement between Johnson Controls arid Customer and/or the software publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment is to be connected to Customer's computer network("Network"),Johnson Controls will furnish and install the software needed to run the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modifications to the Network,security,orfirewall settings. Customer will supply a TCP/IP Ethernet network address arid central processing unit per Johnson Controls specifications for access control system operation. Johnson Controls shall not be responsible I for the setup,operation,or maintenance of the Network or Network performance or compatibility issues. Johnson Controls may assess additional charges,If Johnson Controls is unable to connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equipment. 2,Open Source Software,Johnson Controls represents, and warrants to the end user of the System that,to the extent the System includes any Open Source Software,the internal use and operation of the System by the end user will not create any obligation on the pan of the end user under the terms of any Open Source License(I)to make any Source code or object code available to third parties,or(I!)to license,disclose or offl make available to third parties any proprietary software,data or other information,or any associated Intellectual property.As used herein,the teen"Open Source Software" mean,,any software,program,module,code,library,database,driver or similar component(or portion thereof)that is royalty free,proprietary software,the use of which requires any contractual obligations by the user such as,without limitation,that software that is Subject to,distributed,transmitted,licensed or otherwise made available Linder any of the following licensee:GNU General Public License,GNU I-iftmary or"Lesser"Public License,Berkeley Software Distribution(BSD)license(including Free,BSD and BSD-style licenses),MIT license, e-Forri 888DUE01(07/2021) Page 8 of 10 (0 2021 Johnson Controls,All Rights Reserved .__., _ _. ..,... ._._ „_....... .... .. _ . . Mozllla Public License,IBM Public License,Apache Software License,Artistic license(e.g.,PERL) bun Industry Standards Source License,Sun Community Source License(SCSI-),Intel t Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative,Free Software Foundation or similar group(collectively,"Open Source Licenses"). K.Force by Johnson aControls to perform Controls nlobligaltion under thisAgreement,where suchdelay,interruption or failure i y 1 g reemenI,for delis Interruption,failure to render services,or any other failure is caused,in whole or in pail,directly or indirectly,toy a Force Majeure Event. ( A'Force Majeure Event"is a condition or event that is beyond the reasonable control of Johnson Controls,whether foreseeable or unforeseeable,including,without limitation,acts of God, severe weather(including but not limited to hurricanes,tornados,severe snowstorms or severe rainstorms),wildfires,Hoods,eamnquakes,seismic disturbances,or other natural disasters, acts or omissions of any governmental authority(including change of any applicable law or regulation),epidemics,pandemics,disease,viruses,quarantines,or other public health risks and/or responses thereto,condemnation,strikes,lock-outs,labor disputes,an increase of 5%or more In tariffs or other excise taxes for materials to be used on the project,fires,explosions I or other casualties,thefts,vandalism,civil disturbances,insurrection,mob violence,riots,war or other armed conflict(or the serious threat of same),acts of terrorism,electrical power f outages,interruptions or degradations in telecommunications,computer,network,or electronic communications systems,data breach,cyber-attacks,ransornware,unavailability or shortage of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable control of Johnson Controls If Johnson Controls'performance of the work is delayed, impacted,or prevented by a Force Majeure Event or its continued effects,Johnson Controls shall be excused from performance under the Agreement.Without limiting the generality of the foregoing,if Johnson Controls is delayer in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event,Johnson Controls will be entitled to i extend the relevant completion date by the amount of time that Johnson Controls was delayed as a result of the Force Majeure Event,plus such additional time as may be reasonably necessary to overcome the effect of the delay.To the extent that the Force Majeure Event directly or indirectly increases Johnson Controls'cost to perform the services,Customer is obligated to reimburse Johnson Controls for such increased costs,including,without limitation,costs incurred by Johnson Controls for additional labor,inventory storage,expedited shipping felts,trailer and equipment rental fees,subcontractor fees or other costs and expenses incurred by Johnson Controls in connection with the Force Majeure Event, L.Assignment. This Agreement is not assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controls shall have the right to assign this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer. .,. r M.Digital Enabled Services,Software and Hosted Software Services. IfJohnson Controls provides Digital Enabled Services Linder this Agreement these Digital Enabled Services require the collection,transfer and ingestion of building,equipment,system time series,and other data to Johnson Controls'cloud-hosted software tools and applications.Customer consents to life collection,transfer and ingestion and use of such data by Johnson Controls to enable Johnson Controls to provide,maintain,protect and improve the Digital Enabled Services and its products and services.Customer acknowledges that,while Digital Enabled Services generally improve equipment performance and services,Digital Enabled Services do not prevent all potential malfunction,insure against loss,or guarantee a certain level of performance.As used herein,"Digital Enabled Services"mean services provided hereunder that employ Johnson Controls software and cloud-hosted software offerings and tools("Software")to provide,improve and enable such services, Digital Enabled Services may include,but are not limited to,(a) remote inspection,(b)advanced equipment fault defection and diagnostics,and(c)data dashboarding and system health reporting. I Implementation,deployment and Customer use of Software offered under this Agreement shall be subject to,and governed by,Johnson Controls'standard terms for such Software and Software related professional services that may be updated by Johnson Controls from time to time at https://www.johnsoncontrols.(,ori/techterms(collectively,the"Software Terms"), Applicable Software Terms are incorporated in this Agreement by reference.Other than the right to use the Software as set forth in the Software Terms,Johnson Controls and its licensors j reserve all right,bile,and interest(including all intellectual property rights)in and to the Software and improvements to the Software.Software licensed hereunder is licensed subject to the Software Terms and not sold.If there is a conflict between the other terms herein and the Software-terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement,unless otherwise set forth in the applicable SOW,the following terms apply to Software that is provided to Customer on a subscription basis(i.e.,a time limited license or use right),(each a"Software Subscription"): Each Software Subscription provided hereunder will Wrnrnence on the date the initial credentials for the Software are made available(the"Subscription Start Date")and will continue in affect until the expiration of the sutascriptiorr teen Hated in the applicable SOW.At the r expiration of the Software Subscription,such Software Subscription will automatically renew for consecutive one(1)yearterms(each a"Renewal Subscription Term"),unless either party E provides the other party with a notice of non-renewal at least ninety(90)days prior to the expiration of the then-current term. To the extent permitted by applicable law,Software t Subscriptions purchases are non-cancelable and the sums paid nonrefundable. Fees for Software Subserlptions shall be paid annually in advance,invoiced on the Subscription Start Date ) and each subsequent anniversary thereof. Invoices are due upon receipt unless otherwise specified on the Invoice.Unless otherwise agreed by the parties in writing,the subscription fee for each Renewal Subscripfion Term All be priced at Johnson Controls'then applicable list price for that Software offering. Any use of Software that exceeds the scope,metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. N.Privacy.1.Johnson Controls as Processor:Where Johnson Controls factually acts as Processor of Personal Data(as defined therein)on behalf of Customer,the terms at www.johiisoncontrols.com/dpa shall apply.2,Johnson Controls as Controller:Johnson Controls vwill collect,process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer(for example names,email addresses,telephone numbers)as controller and in accordance with Johnson Controls'Privacy Notice at https://wwwjohnsonccntrols.conr/privacy. Customer acknowledges Johnson Controls'Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection,processing and transfer To the extent consent to such collection,processing and transfer by Company is mandatorily required from Customer's personnel uncles applicable law,Customer warrants and represents that it has obtained such consent. { 0.Johnson Controls License Information:AL 1498,1499,1500,1501,1502,A-0244,The Security Industry is governed by the rules and regulations of the Alabama Electronic Security Board of Licensure. If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd.,Montgomery 36116,(334)264-9388 Fax: 334-264-9332AK 125516;1058473,5430 Fairbanks Street,Suite 7 Anchorage,AK 99507 AR 0000199,0030740118 Regulated by Arkansas Be.of Private Investigators&Private Security Agencies,#1 State Police Plaza Dr.,Little Rock 72.209,(501)618-8600 AZ ROC281489,18267-0 CA 9772..49;alarm company operators are licensed and regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 CT 0106099-1-5 DC ECS1327 FL EF20000890,EF20000341,EF0000478 CA I-VA002833,LVA205386,LVU004635 NI CT-32427 ID PWC-C-12256-A-4,RCE-33602,EC012834 IL 127001526,128000247,128000246,128000243 LA 24889,F523,F489 MA 401- C, MI 3601206912,A-0352,A-0170,3602206914,A-0638,3602206913,A-1058,A-1199 Whitcomb Avenue Madison Heights,MI 48071; MN fS651063 MS 15024088,19530-SC NC 846- CSA,28510-SP-FA/LV,19385-SP-FAILV,27353-SP-FA/LV,19718-SP-1-NI..V,24191-SP-FAILV,22850-SP-FA/LV 101 Industrial Drive,Ste 104 Raleigh,NC 27069,(919)788-5320 NJ 34BF00050200,P00451,607013 NM 375283 NV 0077542,F470,F469,NY 12000327404,Licensed by NYS Dept.of State OH E16782,50-18-1052,50-25-1050,50-48-1032,50-57- 1119,53-31-1582 OK AC-67 OR CLE-322,197010,AC-67 PA Pennsylvania Horne Improvement.Contractor Registration Number;PA010083 RI 18004,AF-09170 TN ACC1704, ACC1705,ACC1707,ACC1708,ACC17D9,ACC710,ACC1711 TX B00536,4200 Buckingham Road Ste 150,Ft,Worth,TX 76115-Dept of Public Safety,Private Security 5805 N.Lamar Blvd,Austin 78752,ACR-1460 UT 8390557-6501 VA 11-7587,11-7575,11-7591,11-7573,11-7589,11-7578,2705147765 WA JOHNSCS837N4,19625 62nd Ave South,Ste C112 Kent, WA 98032 WV 050291. The foregoing list shows only tho se license numbers Johnson Controls Security Solutions LLC("Johnson Controls")is required by lawto include on marketing materials.A cornprehensive list of licenses held by Johnson Controls is available on www.johnsoiicontrols.com. California Customers Only:Upon completion of the installation of the alarm j system,the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system.Failure by the licensee,without legal excuse,to substantially commonce work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act. (72020 JOHNSON CONTROLS.All rights reserved. e-Farm 888oue01(07/2021) Page 9 of 10 (c>2021 Johnson Controls,All Flights deserved Johnson Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FT WORTH,TX 1-60OPWML ADDITIONAL TERMS AND CONDITIONS DATE:2/3/2022 Johnson Controls Security Solutions LLC("Johnson Nrlh2o Family Water Park Controls") dibla: ("Custorner") Donald I ieitzman Customer BiffinR Information Customer Premises Serviced — 4200 Buckingham Rd, 9001 Boulevard 26, 9001 Boulevard 26, Fort Worth,TX 76117 2618 North Richland I-fills,TX 76180 North Richland Hills,TX 76180 Tele.No.(630)706-5036 Attn: Attn:Frank Perez Tale.No. Tele.No.(817)427-6507 Notwithstanding anything in the Agreement to the contrary,Johnson Controls and Customer agree as follows: Terms and Conditions Annual Service Charge- initial Farm,Johnson Controls agrees to honer the Annual Service Charge for Monitoring Services specified in this Agreement for the Initial Tern of the Agreement'Thereafter,the Annual Service,Charge may be increased by the increase in the Consumer Price Index for Urban Wage Earners('CPI W"),All ftenis,U.S.City Average for the prior twelve(12)month period or 5%,whichever is less. All other terms and condition,,of the Agreement,except those me expressly 'fed herein,shall remain In full force and effect. expressly m, I JOHNSON CONTROLS SECORI;Y QT1 VNS Presented by: Accepted By:....... ' Signature—ignatui��of Johnson Controls Sale presentativeve ) (Signature of Customers Authorized Representative) Sales Agent:Donald Heitzman Sales Representative Registration Number(if applicable): (Name Printed) Filial ATTEST: Date Signed:_____ Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord/ Res No ea-Form8880UE01(OM2021) Page 10 of 10 2021 Johnson Controls.All Rights Reservcd ADDENDUM TO JOHNSON CONTROLS SECURITY SOLUTIONS, LLC COMMERICAL SALES AGREEMENT WITH CITY OF NORTH RICHLAND HILLS,TX This Addendum ("Addendum") is entered into between JOHNSON CONTROLS SECURITY SOLUTIONS, LLC., ("Johnson Controls"), a Texas Limited Liability Company, whose principal offices are located at 4200 Buckingham Rd., Fort Worth, TX 76117, and THE CITY NORTH RICHLAND HILLS ("Customer"), whose principal rinci al offices are located at 4301 City Point Drive, North Richland Hills, Texas 76180, (the "Agreement") separately referred to as a "party," collectively referred to as the "parties," RECITALS This Addendum is intended to amend and modify the Johnson Controls Commercial Sales Agreement, Scope of Work/Schedule of Protection, and Te ms and Conditions e-Form888OUE01 (09/2019) for Estimate No. /-,6,10 iou ��. dated A 2°, (collectively the "Agreement") entered into between the parties. This Addendum is attached hereto and hereby incorporated into the Agreement for all purposes incident thereto. I. COMMERCIAL SALES AGREEMENT: The parties hereby agree to amend the Commercial Sales Agreement as follows: Section 11. CHARGES AND FEES; TAXES, b. Services: Section II. CHARGES AND FEES; TAXES, b. Services. The last sentence of this provision shall be amended to read as follows: b. Services. For termination prior to the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s) rendered prior to termination, 50% of the Annual Service Charge(s) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. NI. TERMS AND CONDITIONS: The parties hereby agree to amend and modify the Terms and Conditions as follows: Section A. Services. Subsection A.13. Mobile Security Management ("MSM") Services, in part, shall be amended to read as follows: To the extent all or any portion of Section A. Services. A.13. Mobile Security Management (4t �MSM') Services, requires Customer to indemnify Johnson Controls for any losses, damages, liabilities, costs or expenses, such obligation to indemnify shall only be to the extent permitted by applicable law; shall not apply in the event such loss, damage, liability, cost or expense is due to the negligence or willful misconduct of Johnson Controls Addendum to Commercial Sales greement Estimate No. Date . CA-CONTRACT NO.NRH0007_20211215 Page 1 of 4 Johnson Contnoha, or any of its employees, agenhe, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section A. Services. Subsection /\.13. Sub-subsection 9. Network Connections and Communications Facilities, in part, shall be amended tn read amfollows: The Johnson Controls' MSM Site Terms will be effective when posted, but shall only apply to Customer b`the extent permitted hy applicable law. Customer will be deemed to have accepted any modified Johnson Controls IVISM Site Terms to the extent such terms are permitted by applicable law and do not conflict with any of the modifications set forth in this Addendum. If there is any conflict between any updated terms by Johnson Controls and this Addendum, this Addendum shall control. To the extent all or any portion of Section A. 9.. requires Customer to indemnify Johnson Controls for any losses, damages. |iabi|itiea, costs or *xpensee, such obligation to indemnify ehB|| only be to the extent permitted by applicable |evv; shall not apply in the event such |nsm. damage, |igbi|ity, cost orexpense is due to the negligence or willful misconduct of Johnson Contno|s, or any of its emp|oyema, agents, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create aa|nking fund to omdnfv any obligation to indemnify Johnson Controls under this Agreement. Section E. Limitation of Liability. Subsection 3, in part' shall be amended to read as follows: Notwithstanding the provisions of this Section E. and except in the event of event of gross negligence or intentional misconduct on the part mfJohnson Controls, its officers, employees or representatives, if Johnson Controls and/or one or more of its suppliers are found liable for loss, damage or injury under any legal theory due to a failure of the Services. System or Equipment in any respect, the liability of Johnson Controls and its suppliers shall be limited toa sum equal to six (8) times the amount paid for the Annual Service Charge or $1.000, whichever is Qreoter, as agreed upon damages and not as a pena|ty, ae Customer's sole remedy. Section E. Limitation of Liability. Subsection 4' shall be amended and restated in its entirety as follows: 4� If any other pereon, makes any claim or files any lawsuit against Johnson Controls or its suppliers in any way relating to the Services. System or Equipment that are the out�eote of this Agreement, then Customer sha||, to the extent permitted by applicable |ew`' indemnify and hold Johnson Controls and its suppliers harmless from any and all suchclaims ^and -lawsuits including the payment ofall damages, expeneea, costs and reasonable attorneys' fees as authorized by applicable |mvv' unless such losses or damages are due to the negligence orintentional misconduct VfJohnson [|ontrm|s, its eupp|iero, ernp|oyeeo, offioors, agents' or representatives. Nothing herein shall require Customer to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify under this section. Section E. Limitation of Liability. Subsection S. in part' shall be amended to maed as follows: No suit oraction for breach of this Agreement shall be brought against Johnson Controls or its supp|iero, agents, emp|oyeea, subsidiaries, affiliates or parents (both direct and indirect) more than four (4) years after the incident that resulted in the loss, injury or damage occurred, Except� E +as provided for herein, Johnson Controls'o|a' claims must also be brought within four(4) years. Claims not subject to the four-year limitation include claims Johnson Controls Addendum to Commercial Sales Agreement Estimate No, Date �- C/+C0NTR*CTNO. NRH0007_20211215 Page 2of4 for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies. Section F. Other Charges. Subsection 2' in part, shall be amended to read oefollows: To the extent permitted by applicable |aw. Customer agrees to pay all 000ta, expenses and fees of Johnson Controls' enforcement of this Annaement, including collection expenses, court costs, and reasonable attorneys'fees as authorized by applicable law. Section G. Hazardous Materials, in part, shall be amended to read as follows: To the extent permitted by applicable |avv. Customer shall indemnify, and hold Johnson (|ontro|s, its officern, directors, ogents, and vendors harmless from any damages, o|aime, injuries, liabilities resulting from the exposure of Johnson Controls' employees, cntroctone, or subcontractors to hazardous materials at the work site; provided, hovvever, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls. Notwithstanding any of the foregoiog. Customer shall not be under any obligation to defend Johnson Controls or create asinkinQ fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section 1. Miscellaneous. Subsection 4, in part, shall be amended to read as follows: To the extent all or any portion of Section |.. requires Customer to indemnify Johnson Controls for any |ossee, dmnnages, babUit|es, costs or expenses, such obligation to indemnifyeha|| only be to the extent permitted by applicable |e � shall not apply in the event such \oae' damage, liability, cost or expense is due to the negligence or vvi|\fu| misconduct of Johnson Controls, or any of its employees, agents, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create aainking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section k{. Force K8 'ewnm' inpart. sha|| beemendedtonsodaafoUovvo: Neither party shall be |iaU\e, nor in breach or default of its obligations under this Agnaennent, for delays, inierruption, failure to render services, or any other failure or acts reasonably outside of their control by that party to perform an obligation under this Agneernent, where such de|oy, interruption or failure is caused, in whole or in part, directly orindirectly, by Force K8 jeure Event. The parties further agree that any reference to only"Johnson Controls" in this Section K. shall be replaced with the term "either party" or "that party" in the plural or singular respectively. The last sentence of Section K is hereby deleted. Section L. AssiQnmnent., shall be amended and restated in its entirety to read as follows: Assignment. This Agreement is not assignable by either party except upon written consent of the othe, p��party. Johnson Controls shall have the right to assign this Agreement to any of its parent companies or affiliates in which it has majority control or which it shares common control. Johnson Controls shall provide Customer with no less than thirty (30) days written notice of any such assignment to a parent company or an affiliate. Section N.. Privmcy, shall be deleted in its entirety. Johnson Controls Addendum to Commercial Sales Agreement CA-CONTRACT NO,NRH000720211215 Page 3of4 All other terms and conditions of the Agreement not amended or modified herein in this Addendum shall remain in full force and effect, The parties hereby agree to the foregoing addendum by evidence of the signature of an authorized representative below. CITY OF NORTH RICHLAND HILLS: JOHNSON CONTROLS ECURITY SOLUTION, By By: Mark Hindman, City Manager Name: Title: Date: Date: �,3 ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney Johnson Controls Addendum to Commercial Sales Agreement Estimate No. Date CA-CONTRACT NO NRH000720211215 Page 4 of 4 Main Burg Renew Johnson 00011 "_ -A *3, fly F.- Cp Controls COMMERCIAL SALES AGREEMENT" TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FT WORTH,TX 1-5Z_ZPXS5 DATE:2/l/2022 Johnson Controls Security Solutions LLC("Johnson Nrh2o Family Water Park Controls") d(bla: Donald Heitzman ("Customer") 4200 Buckingham Rd, Customer Billlnq Enfprmation Customer Premises Serviced Fort Worth,TX 76117-2618 9001 Boulevard 26, 9001 Boulevard 26, Tole.No.(630)706-5036 North Richland Hills,TX 76180 North Richland Hills,TX 76180 Attn: Attn:Frank Perez Tele.No. Tele.No.(817)427-6507 This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC("Johnson Controls")effective as of the date signed by Customer. By entering into this Agreement,Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement.The Equipment and/or Services,collectively the Systems) covered under this Agreement is/are listed in the attached Schedule(s)of Protection I Scope of Work("SOW"). I. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer Letter (e) State Specific Forms,if applicable(e.g.,local permit applications) (b) Scope of Work/Schedule(s)of Protection (f) Customer Installation Acceptance Form(specific to F(juipment/Services purchased) (c) Terms and Conditions (g) If multiple locations,see attached schedule (d) Additional Terns and Conditions IL CHARGES AND FEES;TAXES: a.Equipment Installation.Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Work/Schedule of Protection plus applicable"Fees"and "Taxes"as defined below("Installation Charge").Upon acceptance of this Agreement,Customer will pay to Johnson Controls the Installation Deposit Arncunf set forth in the Scope of Work/Schedule of Protection. Johnson Controls may invoice Customer for progress billings based upon Fquipment,and/or System components delivered or stored,and/or Services performed before completion of the System/Equipment installation,activation of the System,connection to the CMC,or any other Service(s). All outstanding Installation Charges and/or Fees shall be due and payable upon completion of the installation of the Equipment/System and as a precondition to activation of System and,if applicable,connection to Johnson Controls Central Monitoring Center(°CMC")or any other Service(s), Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must be agreed to by Johnson Controls and Customer in writing and may be subject to additional charges,fees and/or taxes.Any equipment ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and may be subject to shipping,handling,and/or restocking fees.Until Customer has paid Johnson Controls the Installation Charge and Fees,and Taxes in full,Customer grants to Jolinson Controls a security interest in the Equipment and all the proceeds thereof to secure such payment. b.Services.Customer agrees to pay Service Charges per annurn set forth in the Scope of Work/Schedule of Protection(the"Annual Service Charges"),payable in advance on a(n)Annual basis plus applicable Taxes for 5 year(s)(the"Initial Term")effective frorn the date such Service is operative;under this Agreement-After the Initial Terrn this Agreement shall automatically renew on a/an Annual basis.Johnson Controls will provide,Customer with notice of any adjustments in the Charges,Fees and/or Taxes applicable to the renewal period no later than forty-five(45)days prior to the commencement of the renewal period.Unless terminated by either party upon written notice at least thirty(30)days prior to the anniversary date,the adjusted Charges,Fees and/or Taxes will be the Charges,Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to Increase Annual Service Charge(s)after one(1)year and may increase prices upon notice to Customer to reflect increases in material and labor costs.For termination prior to the end of the Initial Tenn,Customer agrees to pay,in addition to any outstanding Fees and charges for Service(s)rendered prior to termination 90%of the Annual Service Charge(s)remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. c.Other Charges. Customer agrees to pay any assessments,taxes,fees or charges Imposed by any governmental body,telephone,communication,or signal transmission company such as false alarm,permitting or connection fees,or administration fees or service charges assessed by Johnson Controls related to AHJ requirements and/or changes to applicable laws,the need to reprogram alarm controls/devices to comply with area code,signal transmission,numbering or other changes relating to the installed Equipment and/or Service(s)provided under this Agreement("Fees") Customer is solely responsible to pay all applicable sales,use and/or similar taxes imposed by any taxing or governmental authority on the Equipment,System and/or Services provided hereunder ("Taxes")unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate, C.rstomershall remain liable forthe payment of any such Taxes until paid in full. d.Invoicing. Invoices are due upon receipt unless otherwise specified on the invoice.Disputed invoices must be Identified in writing within twenty-one(21)days of the date of invoice.Payment of any disputed amounts is due and payable upon resolution.Payment is a condition precedent to Johnson Controls'obligation to perform Services under this Agreement.Charges for Equipment and material covered by this Agreement do not include any amounts for changes in tariffs,duties or other similar charges imposed and/or enacted. Ill. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of its written Amendments,Riders,Scope of Work and/or Exhibits,constitutes the entire agreement between the Customer and Johnson Controls relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings.The terms and conditions of this Agreement will prevail over any conflicting,inconsistent or additional terms and/or conditions contained in any purchase order,agreement,or other document issued by Customer.In signing this Agreement,Customer is not relying on any advice,advertisements,or oral representations of Johnson Controls and agrees to be bound to the terms and conditions contained in all the pages of the Agreement.Customer agrees that any representation,promise,condition,indricenrent or warranty,express or implied,not included in this Agreement will not be binding upon Johnson Controls,and that the terms and conditions in this Agreement apply as printed without alteration or qualification,except as specifically modified by a written agreement signed by Johnson Controls and Customer. Any changes in the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in additional rest to the Customer and any such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customer's failure to accept and sign this Agreement within ninety(90)days of the date shown above may result in price increases.Customer acknowledges that: (a) Johnson Controls has explained the frill range of protection,equipment,and services available to Customer; (b) additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Customer,(c)Customer desires and has contracted for only the Equipment and/or Service(s)itemized in this Agreement;(d)the Equipment/Service(s)specified In this Agreement are for Customer's own use and not for the benefit of any third party;(a) Customer owns the premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in tire premises;and(f) Customer will comply with all Taws,codes and regulations pertaining to the use of the Equipment/Service(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED "TERMS AND CONDITIONS" AND "ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY EQUIPMENT/SERVICES MAY BE PROVIDED.IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. [Signature Follow on Next Page] e-Form 8880ua01(07/2021) Page 1 of 10 N 2021 Johnson Controls6.All Rights Reserved 1 E Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FT WORTH,TX 1-5ZZPXS5 IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED,CUSTOMER MUST INITIAL HERE HERE JOHNSON CONTROLS SECURITY SOLUTIONS LLC CUSTOMER: Presented by: Accepted By: (Signature.of Johnson Contl ales R prese tative)""" (Signature of Customer's Authorized Representative) Sales Agent:Donald Heitzman Sales Representative Registration Number(if applica1'19 (Name Printed) Title: Date Signed: CUSTOMER APPROVAL: Please check the applicable box indicating Customer Purchase Order(PO)Requirements: ❑No PO Required ❑Single PO Required for Initial Term ❑Annual PO Required ❑ANSC PO Required Yearly ANSI=Annual Service charge [Remainder of Page Left Intentionally Blank] ATTEST: Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H council Action Y / N Date Approved Agenda No Card/ Res No e-r-orm aaeot.iEo1(0712021) Page 2 of 1Q <r 2021 Johnson Controls.All Rights Reserved J 1- ohnson Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 00:A-FT WOR I F,TX 1-5ZZPXS5 SCOPE OF WORK/SCHEDULE OF PROTECTION IV, SCOPE OF WORK I SCHEDULE OF PROTECTION("SOW"):Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System, on the terms and conditions set out in this Agreement. A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full). B. Services to be Provided("Services") Alarm mothering and Notification Services: Burglar Alarm Monitoring PROVIDEi Path Celluar Monthly Till Test Services PROVIDED Video Surveillance Services: No Service Selected Managed Access Control Services: DataSource Access with Open and Close Logging PROVIDED Video Equipment: No Service Selected Maintenance Service Plan;Preventive Maintenance/linspection: Expert Maintenance PROVIDED I Inspections NOT PROVIDED Additional Services: Mobile Security Management Service PROVIDED C. Equipment to be Installed("Equipment"): Johnson Controls will Install,or cause to be installed,the Equipment(or equivalent),as set forth in this SOW in Customer's designated facility(les). As used herein,"installation"means:(I)affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies)as are designated by Customer;(ii)providing and pulling cables/wires required to connect the Equipment to Customer's Communications Facilities and making such connections;(iii),in the case of Digital Communicator installation, mount Equipment and plug into RJ31X phone jack previously installed by Customer;(iv)in the case of radio installation,mount radio Equipment and program Equipmentwitin number furl by Customer;(v)providing and installing software/firmware required by the Equipment;(vi)performing testing as required to establish that the Johnson Controls Equipment is connected,is functioning according to its specifications,and is communicating over Customer's Communications Facilities;and(vi)providing user-level training to Customer's designated representative in the use of such Equipment. Qty j Product Name Location .................... ........................ ................... This item Identities the estimate as Standard and N 01"PART of Technology Refresh of older Tech ............................................ D. CHARGESAND ESTIMATEDTAX: 1. Installation Charge: Installation Charge Arnount: $0.00 Estimated Taxi 1$0.00 TOTAL INSTALLATION CHARGE: $0.00 Installation Deposit Amount: $0.00 2, Annual Service Charge: ............ ........- Annual Service Charge Amount: $1,700.00 Estimated T ax(es): 'T$1 4 0.2 5 TOTAL ANNUAL SERVICE CHARGE: 1$1,840,25 .......... Tax value shown is estimated and may differ from the actual tax value that will be on the invoice, E. Scope of Work:This Section is intended for installation use only. Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and of no effect. Contact Information:N/A System Operation:Renewal ONly Programming Into:Program appropriate to 11ne customer needs Site Conditions:Existing site Existing Equipment:Dismantle the old cell radio Customer Expectations:Work hours 8arl Monday-Friday Training Expectations:tech will train customer General Comments:No special skills or permits Customer Responsibilities/Johnson Controls Exclusions,Customer is responsible for providing access to the site and for providing 120 VAC for the panel and the cell communicarot Documentation Needs:No close out does required Contract Notes- e-Form 8880L1ED1(071202.1) Page 3 of 10 Cr 2021 Johnson Controls All Rights Reserved TERMS AND CONDITIONS .- TERMS AND CONDITIONS V.Customer and Johnson Controls agree as follows: A.Services, A.1.Central Station Signal Receiving and Notification("Alarm Monitoring")Services,1.If an alarm signal registers at Johnson Controls'alarm monitoring center("CMC"),,Johnson Controls will endeavor to notify the appropriate Police or Fire Department and if required by local law,the Customers designated representative. If a burglar alarm signal or fire signal registers at Johnson Controls'CMC,Johnson Controls at its sole discretion may endeavor to contact the Customer's premises by telephone to verify that the alarm is not false.Failing to contact the i Customer promptly or questioning the nature of the response received upon such contact,Johnson Controls shall endeavor to notify the appropriate Police/Fire Department. If a supervisory or trouble signal registers at Johnson Controls'CMC,Johnson Controls will endeavor to notify the Customer's designated representative.2.If Customer has purchased alarm [ monitoring service that requires Police,Fire,Guard Response,or Medical Emergency Response/Notification or Twa Way Voice monitoring services and such an alarm is received at Johnson Controls'CMC,then Johnson Controls fray,in its sole discretion,endeavor either(a)to contact Customer and/or anyone Customer has identified as having authority to act on Customer's behalf on Customer's Emergency Contact List("ECL°)by telephone or-1 wo Way Voice communication,or(b)use video or audio feed from Customer's premises to confirm that the alarm is not false.If Johnson Controls fails to contact Customer or someone on Customer's ECL or,if Johnson Controls questions the response received upon such contact,then Johnson Controls will endeavor to notify the appropriate PolicwFire Department or other emergency response provider.If Guard Response;Service is being provided,Johnson Controls will, for an alarm that requires Police response,endeavor to dispatch a Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and,upon 1 evidence of an attack,Johnson Controls will endeavor to notify the appropriate Police Deperent.JOHNSON CONTROLS WILL.NOT ARREST OR DETAIN ANY PERSON.Customer agrees that Johnson Controls will have no liability pertaining to the recording(or failure to record)or publication of any Two Way Voice communications,Internet,or other Video recordings j or the quality of such recordings,if any.3,If Supervisory Alarm or Trouble Alarm monitoring services are purchased(or if such services are actively programmed into the System)and such art alarm is received by Johnson Controls,Johnson Controls will endeavor to notify Customer's designated representative.4,If Customer has identified persons on Customer's ECL. authorized to act on Customer's behalf,Johnson Controls will endeavor to contact such persons before Johnson Controls endeavors to notify the Police/Fire Department 5.The System may not operate with other companies alarm monitoring equipment.If Customer cancels any Services,this incompatibility may prevent Customer from continuing to use the System. Customer understands that local laws,ordinances or governmental policies may restrict and/or limit Johnson Controls'ability to provide;alarm mention ng and notification services aild/or necessitate modified or additional services and expense to Customer.Customer understands that Johnson Controls may employ any number of current or future industry-recognized measures to help reduce occurrences of false alarm signal activations.These measures may include,but are not limited to,im plernentation of industry-recognized default settings on alarm panels including those authorized under ANSI-SIA CP-01--2000;default settings for"swinger shutdown"of specific alarm zones;implementation of"partial clear time bypass"procedures at Johnson Controls' CMC;and/or other similar measures employed by Johnson Controls periodically in Johnson Controls'sole discretion.-THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER THE INITIAL ACTIVATION UNTIL,CUSTOMER MANUALLY RESETS THE:ALARM SYSTEM,5. Customer understands that,upon receiving notification that a fire or carbon monoxide signal has been received by Johnson Controls,the Police,Fire Department or other responding authority may forcibly enter Customer's premises.7.Alarm Verification Services.Intrusion detection/burglar alanm equipment may require activation of two sensors,or a second activation of I a single sensor,or activation of a continuous alarm event from a single sensor to meet the requirements of local laws,ordin ances or other requirements of the Police Department.Customer is solely responsible for operating on premises bypass or switch units to disconnect or reconnect the alarm sounding or transmitting equipment.8.5-Day Familiarization Period.If Customer i has requested a 5-day"Farrrlliadzatton Period"following completion of installation,and if needed,an extension period to enable Customer to become familiar with the system operation, then during this Faimlliarization Period Customer agrees that if any signal(including an alarm signal)of any nature registers at Johnson Controls'CMC,Johnson Controls will not:respond to any signals,or endeavor to notify any authorities,Customer,or Customer's designated representative(s),or undertake any other action with regard to any signal,whether or not due to an actual emergency event.9.Direct Connection Service.If such service is available/required in Customer's location a"Direct Connection"may be made to the Customers Municipal Police, Fire Department,or other agency,and signals transmitted by the System will be monitored directly by such Municipal Police,Fire Department„or other agency person net(collectively, "Municipal Personnel"),none of whom are agents of Johnson Controls.Johnson Controls does not assume any responsibility or liability for the manner in which such signals are monitored or the response,If any,made by such Municipal Personnel to such signals.10.Parallel Protection Service.If Customer chooses a Johnson Controls approved cellular back-up service, alarm signals may be transmitted to Johnson Controls'CMC from Customer's premises over a cellular communications network if Customer's primary telephone service is Interrupted. A 2.Communication Facilities,(a)Authorization.To facilitate Johnson Controls'ability to provide Service under this Agreement,Jahnsan Controls may make requests for information service,or equipment in any respect on behalf of Customer to Customer's telephone service;provider,wiroless carrier,or oth er entity providing communication facilities or services for transrnission of alarm signals(the"TeleCo").(b)Digital Communicator.If a Digital Communicator is used to connect to Johnson Controls'CMC,Customer will provide a connection through a telephone jack to Customer's TeleCo service as required to operate the System,Equipment,or to provide the Service.Such connection will be electrically first before any other telephone or Customer equipment,and will be located within 10 feet of the alarm/control panel.Johnson Controls will provide such connection at Customer's request and expense.(c)General. JOHNSON CONTROLS'RECEIPT OF ALARM SIGNALS,ELECTRONIC DATA,VOICE DATA OR IMAGES(COLLECTIVELY,"ALARM SIGNALS")FROM THE EQUIPMENT OR SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S I E.ECO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR I TAB 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 TELECO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, } ROUTING,PROBLEMS,OR INSTABILITY OF SIGNAL.QUALITY.CUSTOMER UNDERSTANDS THAT SIGNAL.TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELECO SERVICES SUCH AS SOME TYPES OF DSL,ADSL,VOIP,DIGITAL PHONE,INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE,INCLUDING CELLULAR,WIRELESS OR PRIVATE RADIO,OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION NETWORK,INTRANET OR IP-PBX,OR OTHER TI IIRD-PARTY EQUIPMENT OR VOICE/DA'TATRANSMISSION NETWORKS OR SYSTEMS OWNED,MAINTAINED OR SERVICED BY CUSTOMER OR I I11RD PARTIES,IF: '. (1)THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS(THE BATTERY BACK-UP FOR JOHNSON CONTROLS'ALARM PANEL_DOES NOT POWER CUSTOMERS COMMUNICATION FACILITIES OR TELECO SERVICE);OR(2)ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL. CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE Al.-ARM SYSTEM WITH CUSTOMER'S TELECO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELECO SERVICE'S DATA FORMAT AFTER JOI INSON CONTROLS'INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELECO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JOHNSON CONTROIS'CMC.IF JOHNSON CONTROLS DEL ERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS COMPATIBLE,JOIiNSON CONTROLS WILL PERMIT CUSTOMER TO USE 1-1-S TELECO SERVICE.AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS,ALTHOUGH CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICA IION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CON TROLS'CMC REGARDLESS ' OF THE TYPE OF TELECO SERVICE USED,CUSTOMER ALSO UNDERSTANDS THAT IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS,OR LATER BECOMES,NON-COMPATIBLE,OR IF CUSTOMER CHANGES 10 ANOTHER TELECO SERVICE.THAT IS NOT COMPATIBLE,THEN JOHNSON CONTROLS WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METI iOD OF COMMUNICATION ACCEPTABLE TO J01 INSON CONTROLS AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC.JOHNSON CONTROLS WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELECO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELECO SERVICE FOR ANY SUCH MONITORING;AND THAT IT COMPLIES WITH NATIONAL.FIRE ALARM STANDARDS AND LOCAL FIRE CODES.CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE,IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELECO SERVICE IS IN T F_RRUPI ED,AND THAT JOHNSON CONTROLS MAY NOT BE ABLE TO DOWNLOAD SYSTEM CT-IAAGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-APPROVED TELECO SERVICE.CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON-APPROVED TELECO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE,INVOLVEMENT,INPU 1,RECOMMENDATION,OR ENDORSEMENT ON THE PART OF JOHNSON CONT ROLS.CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON-APPROVED TELECO SERVICE FOR CONNECTION TO THE ALARM MONITORING i EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE.TELECO SERVICE TO TRANSMIT AN ALARM SIGNAL IF AND T HER CONNECTION HAS DISABLED,IS INTERFERING WITH,OR BLOCKING THE CONNECTION. A.3,1 Enhanced Maintenance Service Plan. Intentionally left blank-Services have riot been purchased. A.3.2 Expert Maintenance Service Plan("Expert Maintenance"), 1 If Expert Maintenance - _son p. � ' is purchased Johnson Controls will provide and bear the expense of rnaintenancz/repair of the covered Equipment for issues related to normal wear and tear.The following are not covered Bander Expert Maintenance and any requested service will be provided on a time and materials basis:(a)Wridow foil,(b)security screens,(c)product installed contrary to OEM specifications,(d)exterior wiring,(e)programming changes,(f)software updateslupgrades,unless Software Support Services are purchased,(g)consumables such as batteries and printer supplies,and(h)"Conditions"not covered by Warranty shown below. Custormer shall pay for any J e-Form 888OUE01(07/2021) Page 4 of 10 r�2021 Johnson Controls.All Rights Reserves ............... .........................- related labor and/or materials for such work at Johnson Controls'then applicable rates,Additional charges may apply for service requiring the use of a lift,Johnson Controls obligation to perform Expert Maintenance service relates solely to the covered Equipment. 2. If Expert Maintenance is not purchased prior to the expiration of the Equipment Warranty,Johnson Controls vyll provide such Expert Maintenance only after inspecting the Equipment to be.covered and making any necessary repairs or replacernents to bring the Equipment/System into compliance with Johnson Controls'specifications and/or the standards set by applicable law. 3, Expert Maintenance will be furnished during Johnson Controls'"Normal Working Hours" (between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Expert Maintenance performed outside of these hours is subject to additional charges. Provision of Expert Maintenance is conditioned upon the continued availability of system components/parts from the original equipment rranijacturpr("OEM"), A,3.3 Carlini Maintenance Service Plan, Intentionally left blank-Services have not been purchased. A,3,4 Essential Maintenance Service Plan. Intentionally left blank Services have not been purchased, .................................... .............. .........-,,, AAL Testing/Inspections Service Intentionally left blank-Services have not been purchased. A.5.Investigator Response Service, Intentionally left blank-Services have not been purchased, A.6,Select View Managed Video ServiorislInteractive Video Monhohng Services.Intentionally left blank-Services have not been purchased, A.6.1.Video/Ai Alarm Verification ServiceNoeo Verification,Intentionally left blank-Services have not been purchased. A,6.2.Video Guard Tour.Intentionally left blank-Services have not been purchased. ............... ............ .......... A.6.3.Video Escort.Intentionally left blank-Services have not been purchased. A,64.Video Assist,Intentionally left blank-Services have list been pUrcinased. - -................................ .................................................................... . .......... ..... A.6.5.Video Audit,Intentionally left blank-Services have not been purchased. A . .Outdoor Interactive Video Monitoring Services,Intentionally left blank-Services have not been purchased. A 6,7.Managed Video Portal. Intentionally left blank-Service,have not been purchased. A.6.8.Unaftended Delivery-Alarm Based Video Monitoring. Intentionally left blank-Services have not been purchased. A.6.9,Unattended Delivery-Live Video Monitoring of Process-Intentionally left blank-Services have not been purchased. A.9.Vision/Vision with Auditing.Intentionally left blank-Service is no longer offered. A.10.Heated Access.Intentionally left blank-Services have not been purchased. .......... A.11.Data Hosting/Storage Services,Intentionally left blank-Services have not been purchased. Al2.Data Hor;fing/Storage Services Encrypted.Intentionally left blank-Services have not been purchased. A.13.Mobile Security Management("MSM")Services, 1.Account Activation Required;Additional Terms and Conditions.To activate any web based features,Customer will receive a welcome letter for the MSM site(`MSM Site")and on initial login,all acknowledge the weloste terms of use(`MSM Site lei All of Customer's employees,agents,and personnel using the System("Users")are subject to the terms and conditions of the Agreement as modified by this Rider,in addition to the MSM Site Terms, At the time of account activation and when adding/modifying Customer Users,Customer shall identify such Customer Users as:(a)Admin User-Admin rights grant the ability to add and control other users as well as to configure and edit notifications.Has access to both the intrusion controls and video systems within a site or multiple sites;or I Standard User-User with limited access to the MSM System.Rights are only granted by the Admin user to access intrusion controls aridlor video within a site or multiple sites.Does not have the ability to configure and edit notifications."Master User'rights shall be retained by Johnson Controls and shall be used only on an as needed basis to provide technical supper and maintenance service to Customer. 2.Mobile Security Management. Customer assumes full responsibility for:(a)the placement,location,direction and presence of the Equipment and any components(whether or not furnished by Johnson Controls)such as cameras,recording,peripheral or other devices (each,a"Device');(b)the recording,transmission,transferor other use of any images/data captured by the System;(c)the manner of Customer's use of the System or any image or data captured/generated;(d)operating,setting,arming,disarming,vievAng,configuring,modifying,reviewing and controlling the System and any associated systems e.g.,thermostats,heatingiair conditioning systems,lighting systems,doors garage doors,fans,blinds,shutters,locks,appliances,et cetera connected to the System;(e)complying with all applicable laws related to Customers use and operation of the System;(f)providing Gompatilel e Internet connectivity,computers,PDA's or other interface devices,if applicable,to enable Customer to use the System;and(h)User's access to and use of the System.Customer shall,and shall cause its Users to,fully comply with all laws governing the placement,presence,operation and use of the System and any data,photographs,images,live and archived video/audio feeds/recordings(collectively,"Recordings") captured by or generated by the System.The System is intended to be used only in conjunction with Johnson Controls'central station burglar alarm monitoring service and not as a separate/stand-alone alarm/intrusion event detection system, CUSTOMER SHALL DEFEND,INDEMNIFY,AND HOLD JOHNSON CONTROLS,ITS AFFILIATES,AND SUPPLIERS HARMLESS FROM ANY DAMAGES,LIABILITIES AND COSTS OR EXPENSES OF ANY KIND ARISING OUT OF ANY THIRD PARTY CLAIMS RELATED TO CUSTOMER'S USE OF THE SYSTEM AND RECORDINGS, 3,Transmissions;Security Risks.In providing the Services,Johnson Controls,its third party suppliers("Suppliers"'),oraffliated companies or their J agents,employees,or directors(for purposes of this Section 3,collectively,"Johnson Controls"):(a)Johnson Controls may transmit,record,store,provide and/or receive unencrypeo cafe, Recordings,e mails and text messages("Transmissions")via the Internet arid/or store.such Transmissions in facilities located outside the United States,and(b)Johnson Controls cannot and does not warrant,assure,or guarantee the integrity,accuracy,confidentiality,or security of any Transmission of or from unauthorized or unexpected use,disclosure,corruption, interception or other Improper act(collectively,"Security Risks"),Customer hereby assurnes,releases and discharges Johnson Controls of and from and shall upon demand indemnify an hold Johnson Controls harmless from all Security Risks and any and all loss,damage and liability caused by the Security Risks,If Johnson Controls stores any Transmissions on Customer's behalf,Johnson Controls cannot and does not warrant,assure or guarantee the length of time such Transmissions 0 11 be stored. Customer is responsible for all Internet Service Provider and telecommunication charges incurred by Custorner to facilitate its use of the System including any Transirnissions to Johnson Controls, Customer is solely responsible for determining the capture/record settings on the Devices e.g.,frequency and quality of Recordings.Such settings may affect the volume of ITransmissions Customer is able to store and the fees charged to Customer for data hosting/storage.Johnson Controls shall have no liability whatsoever for the content of the Transmissions or failure of the System to transmit signals andlor data regardless of(1)the cause of such transmission failure;(2)whether Johnson Controls had knowledge of or should have had knowledge of any such failure or the content of any such Transmissions;and/or(3)whether Customer has paid Johnson Controls for any such Services,Customer acknowledges that the use of radio frequencies,cellular devices,and wireless equipment may be regulated and controlled by the Federal Communications Commission in the United States and/or the Canadian Radio-television and Telecommunications Commission in Canada and changes in rules,regulations and policies may necessitate Johnson Controls'di Sochi!nuance of any Services Including the transmission of data.The System may include or be configured by Customer to provide:(a)supplementary e-mail or text.message notifications(collectively,a"Supplementary Alamn Notice")of certain alarm signal events received by Johnson Controls'alarm monitoring center(the'CMC`)from the System(each an"Alarm Event Signal");an6or(b)e-mail ortext-message notifications(collectively,an "Electronic Notice")of certain non-alarm signal events,such as changes-of-state of the System,or the occurrence or non-occurrence of certain events capable Di'detection the System ("Non-Alarm Event").In order to receive and review a Supplementary Alarm Notice and/or an Electronic Notice,,Cuslonner must provide valid small addresses and telephone numbers,and e-mail or text-message software that is compatible with the System's e-mail and text message protocol.Any additional or updated software,hardware or service or any adjustments or repairs to Customer's e-mail,text message or Internet systern,service or devices required to assure such compatibility will be obtained by Customer at Customer's expense.There may be times when a Supplementary Alarm Notice and/or an Electronic Notice will not be transmitted by the System or received by Custonneror a Supplementary Alarm Notice and/or an Electronic Nolice may be Impaired of,interrupted by conditions or circumstances beyond Johnson Controls'control,e.g.,telecommunication failures,intermittent signals,interference,or areas without telecommunication network signals,Internet failures,computer viruses or problems with Internet service providers,Johnson Controls does list make any representation of,warranty concerning the deliverability,quality,readability,reliability,timeliness,privacy or security of any Supplementary Alarm Notice arid/or Electronic Notice.Further,Supplementary Alarm Notice(s)may be transmitted by Johnson Controls and received by Customer before the CMC has received and responded to the related Alarm Event Signal,ACCORDINGLY, CUSTOMER SHOULD NOT ENTER AND CUSTOMER SHOULD PREVENT OTHERS FROM EN TEEING CUSTOMER'S PREMISES AFT EIR CUS I-OMER OR ANYONE ON CUSTOMER'S EMERGENCY CONTACT LIST HAS RECEIVED A SUPPLEMENTARY ALARM NOTICE OF A BURGLARY,PANIC,DURESS OR ANY OTHER ALARM EVENT SIGNAL THAT MIGHT INDICATE AN INTRUDER HAS ENTERED CUSI OMER'S PREMISES WITHOUT BEING ACCOMPANIED BY THE POLICE OR A LICENSED SECURITY OFFICER, CUSTOMER FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT Johnson Controls WILL NOT(A)CONTACT ANYONE ON CUSTOMER'S EMERGENCY CONTACT LIST,OR (B)SEND THEM A SUPPLEMENTARY ALARM NOTICE UNTIL,IN EACH CASE,I 1(30)MINUTES AFTER RECEIVING A PANIC OR DURESS ALARM EVENT SIGNAL FROM CUSTOMER'S ALARM EQUIPMENT.4.Johnson Controls wit use reasonable care in the Installation and,if purchased,the maintenance of the System.However,in light of the inherent ............ e:-Form 8880UE01(07/2021) Page 5 of 10 2021 Johnson Controls.All Rights Reserved __ _. . .....,,.. ........., , ...._.. _,. , ...... ..... ......_ _. .m,. ,. ,,... ,.... _ .. ...._m... .,.....,.. e ............ _.,..._,.,-- and unpredictable nature of radio waves,radio wave interference,Inconsistencies with broadband or Internet service,risk of human error,and the inherent possibilities of mechanical, electrical or other deficiencies or limitations In electronic equipment and software,Johnson Controls cannot and does not guarantee or warrant the effective or uninterrupted availability of the Services or use of the Equipment in connection therewith. 5.Customer acknowledges that it has no contractual relationship vain Johnson Controls'Suppliers,and Customer is not a third party beneficiary of any agreement between Johnson Controls and its Suppliers,including but not limited to any third party network service providers("NSP")who provide voice,data or Internet services to Johnson Controls or its Suppliers.Customer understands and agrees that an NSP shall have no legal,equitable,or other liability of any kind to Customer. 6.Johnson Controls does not warrant and Johnson Controls will not provide warranty service(whether under the standard Limited Warranty or any Extended Limited Warranty/Quality Service Plan)for the batteries contained in any Device/Equipment or the replacement thereof.Customer shall test the System and batteries periodically to determine whether the batteries are charged and operating properly.Johnson Controls further does not warrant and will not provide warranty service for any part of the System obtained independently by Customer or serviced/modified by Customer or any third party.Johnson Controls IS NOT RESPONSIBLE FOR THE OPERATION,MAINTENANCE,REPAIR OR REPLACEMENT OF ANY EQUIPMF-.NUDEVICES NOT PROVIDED BY Johnson Controls AND EXPRESSLY DISCLAIMS ANY AND ALL.WARRANTIES OR UABIL-II IES OF ANY KIND OR NATURE WITI i RESPECT TO ANY SUCH EQUIPMENT/DEVICES.Any additional equipment or replacement,not covered by warranty,ordered by Customer to be drop-shipped to Customer,will be providers if such equipment is available at the time ordered and will be billed at Johnson Controls'then prevailingprice for such equipment(plus shipping,handling,and any applicable sales tax)far such equipment/replacement. Customer's installation and use of any such equipment shall be subject to the terms of the Agreement and this Rider.7.IF THE SERVICES ARE TERMINATED: (A)JOHNSON CONTROLS WILL NO LONGER PROVIDE(1)ANY SUPPLEMENTARY ALARM NOTICE OR ELECTRONIC NOTICE,OR(II)LIMITED/EXTENDED WARRANTY OR REPAIR OR REPLACEMENT-SERVICES FOR CUSTOMER'S EQUIPMENT,(B)CUSTOMER WILL NO LONGER BE.ABLE TO USE OR MONITOR THE EQUIPMENT OR ANY RECORDINGS AND SUCH RECORDINGS THEN STORED BY JOHNSON CONTROLS WILL BE,IN THE NORMAL COURSE OF JOHNSON CONTROLS'BUSINESS,PERMANENTLY REMOVED FROM JOI INSON CONTROLS'SYSTEM(S),AND(C)ANY AUTOMATIONS,SCHEDULES,SUPPLEMENTARY ALARM NOTICES AND ELF_C TRONIC NOTICES SET UP THROUGH THE.JOHNSON CONTROLS MSM SITE WILL NO LONGER BE AVAILABLE TO CUSTOMER.ALL Z-WAVE DEVICES-THAT I LAVE BEEN INSTALLED ON OR AROUND THE CUSTOMER'S PREMISES MAY STILL.FUNCTION,IF CUSTOMER PURCHASES A LOCAL Z-WAVE REMOTE CONTROL_.DISCONTINUANCE OF THE SERVICES WILL_.NOT AFFECT THE ABILITY OF THE ALARM EQUIPMENT TO COMMUNICATE WITH THE CIVIC UNLESS THE MONITORING SERVICE PROVIDED UNDER THE AGREEMENT HAS ALSO =' BEEN DISCONTINUED,REGARDLESS OF WHAT IS STATED ABOVE,CUSTOMER MAY NOT TERMINATE ANY SERVICE PROVIDED UNDER THE AGREEMENT DURING THE TERM OTHER THAN AS EXPRESSLY PERMITTED IN THE AGREEMENT, 8.A number of factors in Customer's premises are outside of Johnson Controls'control such as lighting conditions,power outages,interference from other electrical equipment,Internet service issues such as download speed or interruptions or failure of Internet service.Such factors can affect Customer's ability to view and record/capture data/images.Johnson Controls makes no representations,promises or warranties with regards to and that Customer has reviewed and found acceptable the placement,image quality,resolution,clarity,color or other viewing attributes of any camera or recording devices furnished by or installed by Johnson Controls, _... . ,.. .._... w. . ... _ , _.. . ,.. ... ._. „ ... ..m,,,e a........... ... 9,Network Connections and Communications Facilities,Johnson Controls'provision of the Services requires cellular data broadband and/or DSL Internet,networked devices such as computers,personal digital assistants,cellular telephones/devices,routers and network connectivity(individually and collectively referred to as a"Network"and/or"Network Devices")that is compatible with the System.Johnson Controls will configure the settings on the System to work with Custorer's Network and Network Devices.Johnson Controls will not alter Customer's Network,Network Devices,or firewall or security settings.Johnson Controls is not responsible for the setup,operation,mar ntenance or compatibility of Customer's Network or Network Devices or communication facilities. Customer is solely responsible for any telecommunications or other connectivity charges(including SMS charges)incurred as a result of using the Services.Customer shall be solely responsible for resolving any disputes Win any telephone/Internet service company related to same.The speed and quality of remote video viewing is directly dependent upon the speed and quality of Customer's Network and Network Devices used with the Equipment.Johnson Controls is not responsible for performance issues or failures I resulting from the Network,Network Devices or any hardware,software or other service provided by Customer for use with the Services including,without limitation,Internet latency,local area networks and non conformingor non-compatible Network Devices or software.Customer may incur additional charges if the Network information Customer provides to Johnson Controls is incomplete or inaccurate or,if at the time of installation,Customer's Network connectivity is not available or Customer's Network is incompatible with the Equipment and such occurrence results in Johnson Controls spending excess time or re scheduling appointments to complete the installation,Customer is responsible for purchasing,at Customer's expense, any equipment required to connect the Equipment to Custornerc Network including,without limitation,a router and any network switches needed for Johnson Controls to complete the installation of the Equipment and Customer's utilization of the Services,Requests for service or support should be made to Johnson Controls at 800-289-2647.Johnson Controls will retain 1 the ability to remotely access Customer's Equipment and System for maintenance purposes and in order to expedite installation in connection with new Customer location service requests. j Use of certain System features requires Customer ten(a)have access to the Internet and an e-mail or text-message address;and(b)accept and continue to accept the Johnson Controls' MSM Site Terms and any other terms and conditions required for access to and use of the Johnson Controls'MSM Site,as such terms and conditions may change from time to time,and(c) obtain valid User identifications,passwords,and/or personal identification codes(°PIC(s)")to access the Johnson Controls MSM Site,The Johnson Controls'MSM Site Terms may be updated or modified by Johnson Controls from time to time at its sole discretion and without notice to Customer.Changes to the Johnson Controls'MSM Site Terms will be effective when posted.Customer agrees to review the Johnson Controls'MSM Site Terms periodically to be aware of any changes.Customer will he deemed to have accepted any modified Johnson i Controls MSM Site Terns If Customer continues to use the Johnson Controls MSM Site after such modified terms have been posted,Customer may have the option to remain logged onto the Johnson Controls'MSM Site from Customer's PDA or other equipment for an extended period.Persons who obtain access to Customer's Network and Network Devices while it is logged onto the Johnson Controls'MSM Site,may be able to view the images and data contained on or transmitted to the Johnso n Controls'MSM Site.Customer is solely responsible for the;security of Customer's PICs,Network and Network Devices or other equipment used to log onto the Johnson Controls'MSM Site,Customer releases Johnson Controls and its Suppliers from and shall upon demand indemnify and hold Johnson Controls and its Suppliers harmless from any loss,damage or other liability arising from any person obtaining access to Customer's personal and private information through Customer's Network,Network Devices or other equipment used to log onto the Johnson Controls'MSM Site. A.14. Software Support Services—No Upgrades. I l pp uIntentionally left blank-Services have not been purchased. A.16. Lynx Network Duress and Emergency Notification System('Lynx System"). Intentionally left blank—Lynx Systern/Services have not been purchased. AA& RFID Tracking System("System'). Intentionally left blank—RAID Systems have not been purchased. A.17 HID;FOS Mobile Cre.dential Se rvice('Service"), Intentionally left blank-_Service has not been purchased. A.18.Customer For Life Program("Service"). Intentionally left blank--Service has not beer)purchased, j A.19,Outdoor Radar Perimeter Protection. Intentionally left blank—Systern has not been purchased. A.20.Self-Printing Service. Intentionally left blank..-Service has not been purchased. A.21.Audio Enabled Devices IntentionalVy left blank—Equipment has not been purchased. A.22.Proactive Health Services. Intentionally left blank-Services have not been purchased A.23.Automated Notification. Intentionally left blank-Services have not be en purchased. A.24 Remote Technical Services.Intentionally left blank Services have not been purchased A.25 Anyvision Devices.Intentionally Leff blank—Equipment h as not been purchased. �- A.26.WhosOnLocation Service Intentionally left blank-Services have not been purchased. A.27.Vape Detection System.Intentionally left blank-Services have not been purchased. .� - A.28 Alcatraz Cloud Service Intentionally left blank-Services have not been purchased. A.28 Alcatraz Cloud Service Intentionally left blank Services have not been Purchased, _ ed. A.28.Alcatraz Cloud Service Intentionally left blank-Services have not been purchased. A.29,CloudVue Service.Intentionally left blank-Services have not been purchased. A.30 Visual Alarm Verification Service.Intentionally left blank Services have riot been purchased. A.31.Halo Smart Sensor System.Intentionally left blank-System have not been purchased. e,-Form 888OUE01(07/2021) Rage 6 of 10 co 2021 Johnson Controls.All Rights Ro served ...... , ,_ .... . ..... . . A 32.Embedded Resource Services Intentionally left blank-Service have not beer)purchased, A 33 Open Path System("Halo Smart Sensor System').Intentionally left blank System or Service have not been purchased. A.34.Additional Services.If any other services,including but not limited to the following,are being furnished under this Agreement,Customer and Johnson Controls will enter into a separate Rider that will be attached to and incorporated as part of this Agreement:(a)`Select Link-Immediate Response Infonnatian System(IRIS)(b)Managed Ar„,ce Control(c) Electronic Article Surveillance("EAS")(d)Guard Response Service(a)Radio Frequency Identification("RFID")(I)Training Services(g)Watchman's Reporting Service a .hIe type ally . •.(, gthe Firmware/Software installed under this Agreement, u B 11 War 11 ranty(11 90Day) 1. If the transaction t o is"Direct Dale',an art of the System a.,distinguished from t )' g ement,including the wiring, o, which proves to be defective in inaterial or workmanship within ninety(90)days of the date of completion of the Installation("Warranty Period"),will be repaired or replaced,at in Johnson Controls option with a new or functionally operative part, Materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period, Warranty Services will be furnished during Johnson Controls's"Normal Working Hours"(between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Warranty Service performed outside of these hours is subject to additional charges. 2. For"Johnson Controls Owned"equipment/systems: (a)the equipmentlsystems are provided"AS IS"and without warranty;and(b)Customer is responsible to maintain such e ur ment/: stem in good working order. „ q P "Y� 3. The following„Conditions'are not covered by Warranty: (a)damage or extra service time needed resulting from accidents acts of God lightning,strikes,riots floods,terrorism act,of ' War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance riot performed by Johnson Controls,or from parts,equipment,accessories,attachments or other devices f riot furnished by Johnson Controls;(b)Customer's failure to properly follow operating instructions provided by Johnson Controls or OEM;(c)adjustments necessitated by misalignment of video cameras,Improper adjustment of monitor brightness and contrast tuning dials or insufficient fight on the area viewed by the camera(s);(d)trouble due to interruption of Internet, telecommunications,and/or electrical service;(e)battery failure;(f)devices designed to fail ill protecting the equipment/system,such as,but not limited to,fuses and circuit breakers;and (g)System modificatlonslcustomization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls'representative finds that one of the °Conditions"has led to the inoperability or apparent inoperability of the Equipment/System or any component,Johnson Control s may bIIV Customer for the;service call whether or not Johnson Controls actually works on the;EquiprnerrUSystem, If repairs are required due to one of the above"Conditions",Johnson Controls will charge Customer for such work on a fime 1 and materials basis at Johnson Controls'then applicable rates for labor and materials. .,._ .. ..- 4. THE FOREG DING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPI.lEl7 INCLUDING BUT NGT LIMITED 10 ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,THE.CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT 10 ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING JOHNSON CONTROLS'NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.JC)tiNSON CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL.DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION,DAMAGES FOR PERSONAL.INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALL.EGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY } JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE.Johnson Controls makes no and specifically disclaims all representations or warranfies that the services,products,software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity,or will detest the presence of,or eliminate,freest, or mitigate the spread transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19 �_ _ ,... C� System Requirements,Miscellaneous. 1 Vaults. Customer must ensure that an�y q ��� � �� �� � ��-� � Customer vault protected by sound or vibration detector systems has the mrnrmunn construction characteristics prescribed by the Underwriters'Laboratories,Inc. 2. System Testing. Customer must test all detection devices or other electronic equipment according to procedures prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3. Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD(EXCEPT'WHERE A FAMILIARIZATION PERIOD IS REQUIRED BY I._AW), CUSTOMER AGREES THAT": (a)DURING A FIVE(5)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUIRED BY LAW;AND(b)FOLLOWING COMPLETION OF 1 HE INSTALLATION AND THE COMMUNICATIONS CONNECTION TO JOHNSON CONTROLS'CMC(AND DURING ANY APPLICABLE EXTENSIONS),JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL NOT,RESPOND 1-0 ANY ALARM SIGNAL RECEIVED AT THE JOHNSON CONTROLS'CMC FROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZATION PERIOD,CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL NOT,NOTIFY ANY AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,ORTAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON CONTROLS RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT. 4. Special Equipment Requirements. If Customer requires installation or service of equipment in areas inaccessible without the use of lifts or cranes,or if non-standard conditions at the Customer site require special equipment for Installation or service,Customer will provide such equipment, or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides initial training to Customer on use ofthe equipment installed at the i time of installation, Thereafter,Customer may purchase additional training in one-hour Increments at Johnson Controls'then current rate. 8. Site Preparation,Intrusion and Restoration, Unless otherwise noted herein,Customer is responsible for providing: (a)any necessary electric current,(b)an outlet within 10 feet of anal arm control panel,(c)telephone connections,(d) network drops,and(e)any required conduit,wiremold,or other raceway,(f i any required IP address assignments,and(g)add Itie)al network software licensing. The installation of the equipment/system may necessarily require cutting,bolting or fastening into Customer's floors,walls andlor ceilings. Johnson Controls shall not be responsible for any expenses related to Intrusion,mold,fungi,bacteria,wet/dry rot,patching,floor or wall finishing,or paint,tile,carpet or wallpaper matching,restoration or replacement resulting from installation or service of the equipment/systern. 7. Battery Powered Devices.Customer understands that any battery-powered motion detectors,smoke detectors,door and window contact transmitters and other detection sensors installed/serviced under this Agreement require batteries to operate.THESE BAT TERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE ALARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries. Customer shall { carefully read and follow the owner's manual,instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help maintain continued operation.B.Customer is solely responsible for the establishment,operation,maintenance,access,securi ty and other aspects of its computer network("Network")and shall supply Johnson Controls secure Network access for providing its services. Products networked,connected to the Internet,or otherwise connected to computer,or other devices roust 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,inducing without limit data,software,or files(collectively"Data")prior to receiving the service or products ............... ,... _ ............................ ......, 7.Closed Circuit Television(`CCTV")Nideo Equipment. Intentionally left blank—no CCTVNideo Equipment has been purchased S.New York City Fire System Intentionally left blank-covered system Is not installed in NYC D.Electronic Media Personal Information Consent to Call,Text or Email.1.Electronic Media.Either party may scan,fax,email,image,or otherwise convert this Agreement into an electronic format of any type or form,now known or developed in the future.Any unaltered or unadulterated copy of This Agreement produced from such an electronic format will be legally binding upon the parties and equivalent to the original for all purposes,including litigation.Johnson Controls may rely upon Customer's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature o r otherwise.2.Personal Information.Customer represents t and warrants that Customer has obtained all consents and has the right to(a)disclose to Johnson Controls all personal information disclosed hereunder concerning individuals/employees/or other third parties including all information contained in Customer's Emergency Call List("ECL");(b)permit Johnson Controls to collect(including consent to record telephone conversations with Johnson Controls),use,disclose and transfer such personal Information;and(c)expressly authorizes Johnson Controls to use such personal information to administer the relationship and the agreement between Customer and Johnson Controls,indLftfing,but not limited to,contacting Customer personnel at the telephone numbers and/or email addresses provided:(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to set/confirm a service/installation appointment,and/or(it)to provide information ur offers about products and services of interest to Customer.Customer acknowledges and agrees that Johnson Controls may share all such information with its parents, subsidiaries,affiliates and its/their successor corporations or any subcontractor or assignee,within and outside the country in which the Customer is located and thereby subject such information to the laws of such countries, ._, T i premiums., S sges a e )fed upon the value of E.Limitation of Liability.1 11.Johnson C11 ontrols i.<<,not an insurer.The amounts Johnson Controls charges Costumer are not insurance .such charges are based the Services,System and Equipment provided and are unrelated to the value of Customer's property,the property of others located in(A torners preen, y risk of loss on Customer's premises.2.Johnson Controls'services,systems and equipment do not cause and cannot eliminate occurrences of the events they are Intended to detect or avert.Johnson Controls MAKES NO GUARANTY OR WARRANTY,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,THAT THE SERVICES,SYSTEM OR EQUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM.Accordingly,Johnson Controls and Its suppliers do not undertake any risk that Customer's person or properly,or the person or property of others,may be subject to injury or loss if such an event occurs. The allocation of such risk remains with Customer,not Johnson Controls nor its suppliers.Insurance,if any,covering such risk shall be obtained by Customer,Neither of Johnson Controls nor its suppliers shall have any liability for loss,darxiage or injury due directly or indirectly to events,or the consequences therefrom,which the System or Service,,are intended to detect or avert.Customer shall look exclusively to its Insurer and not to Johnson Controls or Its suppliers to pay Customer ion the event of any such loss,d amage or Injury.Customer releases and waives for itself and its pp g paying Y g person g injury f Customer or another insurer all subrogation and other rights Ca recover from Johnson Controls and its suppliers anon as a result ofan Diann for loss,damage or in u u Page 7 of 10 0-Farm 888OUE01(07/2021) Cr 2021.1<7Y'mson Control:;.All Rights Reserved 3,If notwithstanding the provisions of this Section E,Johnson Controls and/or one or more,of its suppliers are found liable for loss,damage or injury under any legal theory due to a failure of the Services,System or Equipment in any respect,the liability of Johnson Controls and its suppliers shall be limited to a Will equal to 10%of the Annual Service Charge or$1 000, whichever is greater,as agreed upon carriages and not as a penalty,as Customer's sole remedy. This will be the scle,remedy because it is Impractical and extremely difficult to determine i the actual damages,if any,which may result from Johnson Controls'or its suppliers'failure to perionni any of its obligations tinder this Agreement If Customer requests,Johnson Controls if may assume greater liability by attaching a Rider to this Agreernent stating the extent of Johnson Controls'additional liability and the additional charges Customer will pay for Johnson Controls'assumption of such greater liability. However,such additional charges are not insurance premiums and Johnson Controls is not an insurer even if it enters into such a Rider. 4,The provisions of this Section E shall apply no matter[low the loss,damage or injury or other consequence occurs,ever)if due to Johnson Controls'or its suppliers'performance or nonperformance of their respective obligations under this Agreement or from negligence,active or otherwise,strict liability,violation of any applicable consumer protection law or any other alleged fault on the part of Johnson Controls,its suppliers,agents or employees. .......... ........................................ ................................................................... If any other person,including Customer's SUbrogating insurer,makes,any claim or files any lawsuit against Johnson Controls or its suppliers in any way relating to the Services,System or Equipment that are the subjects of this Agreement,then Customer shall indemnify and hold Johnson Controls and its supplies;harmless from any and all such claims and lawsuits including �I the payment of all damages,expenses,costs and attorneys'fees. 5.No suit or action shall be brought against Johnson Controls or its suppliers,agents,employees,subsidiaries,affiliates or parents(both direct and indirect)more than one year after the Incident that resulted in the loss,injury or damage occurred.Except as provided for herein,Johnson Controls'claims must also be brought within one year. Claims not subject to the one- year limitation include claims for unpaid,(1)contract amounts,(2)change order amounts(approved or requested)and(3)del ays and/or work inefficiencies. 6.The provisions of this Section E shall apply to and benefit Johnson Controls and its agents,employees,contractors,subsidiaries,affiliates,parents(both direct and indirect),vendors,suppliers and affinity marketers. If this Agreement provides for a direct connection to a municipal police or fire department or other organization,then that department or other organization may also invoke file provisions of this Section E against any claims due to any failure of such department or organization. Johnson Controls and its Suppliers are not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups, F.Other Charges;Remedies;Termination 1.'There may be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24-hours prior to dispatch,or if Johnson Controls'representative is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Customer's operation contrary to instructions,failure to close or property secure a window,door or other protected point,or improper adjustment of monitors or accessory components.2.FailUre to pay amounts 1 when due is a material breach of this Agreement and shall give Johnson Controls,in addition to any other available remedies,the right to stop performing any Services and/or withhold further delivery of Equipment and other materials,terminate or suspend any software licenses,and/or terminate this Agreement and to charge interest on the arnounts that remain unpaid more than thirty(30)days past the due date specified in the invoice(s) at a rate equal to the lesser of 1 5%per month or the maximum rate permitted under applicable law,until payment is made in full..Customer agrees to pay all costs,expenses and fees of Johnson Controls'enforcement of this Agreement,including collection expenses,court costs,and attorneys'fees.In the event of Customer's default,the balance of any outstanding amounts will be immediately due and payable. Installation Charge(s)are based on Johnson Controls performing the installation with its own personnel.If for any reason Installation must be performed by outside contractors,Installation Ch arge(s)may be subject to revision.3.1n addition to any other remedies available to Johnson Controls,Johnson Controls may terminate this Agreement and discontinue any Service(s)if(a)Johnson Controls'CMC is substantially damaged by fire or catastrophe or if Johnson Controls is unable to obtain any connections or privileges required to transmit signals between the Customer's premises, Johnson Controls'CMC or the Municipal Fire.of Police Department or other first responder;(b)Customer fails to follow Johnson Controls'recornmendations for the repair or replacement of detective parts of the System not covered under the Warranty or QSP Service;(c)Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or System malfunction;(d)In Johnson Controls'sole opinion,the premises in which the System is installed are unsafe,unsuitable,or so modified or altered after installation as to render continuation of Service(s)impractical or impossible;(e)Johnson Controls is unable to obtain or continue to support technologies,TeleCom Services,CommunicaIlon Facilities,Equipment or component parts thereof that are discontinued,become obsolete or are otherwise not commercially available;or(f)Customer falls to make payments when clue or otherwise breaches this Agreement, Johnson Controls will not be liable for any darnages Of Subject to any penalty as a result of any such tenininaflon. G.Hazardous Materials. For all projects except those involving new construction,Customer represents and warrants that to the best of Customer's knowledge the work site is free of any hazardous materials.Tine term"hazardous materials'includes but is not be limited to asbestos,asbestos-containing material,polychlorinated biphenyl('PCB"),formaldehyde or other potentially toxic or otherwise hazardous material.If any such Substance is discovered on the work site,Johnson Controls will not be required to install or service the Equipment at such site unless and until Customer certifies the removal or safe containment of such hazardous materials.Customer shall indemnify,defend,and hold Johnson Controls,its officers,directors, agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure ofJohnson Controls'employees,contractors,or subcontractors to hazardous I materials at the work site;provided,however,that the foregoing provision will riot apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls H.Waivers.1.WaivErof,ury final,CUSTOMERANDJOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.2.Mutual SAFETY Act Waiver.Certain of Johnson Controls'systems and services have received Certification arid/or Designation as Qualified Anti-Terrorisuir Technologies("GATT")under,the Support Anti-terrorism by Fostering Effective Technologies Act of 2002,6 U.S.0 §§441-444 (the"SAFETY Act"),As required under 6 C.F.R.25.5(a),to the maximum extent permitted by law,Johnson Controls 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 GATT have been deployed in defense against,response to,or recovery from such Act of Tern.)rif;m. I Miscellaneous.1.Enforceability.If any of the provisions of this Agreement shall be determined to be invalid or unenforceable,the remaining provisions shall rern air in full force arid effect 2.Paragraph and Section Headings;Captions;Counterparts,The headings and captions contained in this Agreement are inserted for convenience or reference only,and are not to be deemed part of or to be used in construing this Agreement This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original,but all such separate counterparts shall together constitute but one and the same agreement,3,FARs,Johnson Controls suptafies"corrimercial items"within the meaning of the Federal Acquisition Regulation(FAR),48 CFR Pairs 1-53.As to any customer order for a U.S,government contract or funded directly or indirectly with Federal funds,Johnson Controls will comply only with The following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment: 52.219-8;52 222-26;52,222-35;52,222-36;and 52,222 37.4.Export Control.Customer shall not export or re-export,directly or indirectly,any: (I)product or service provided finder this Agreement;(h)technical data;(!it)software;(iv)information;or(v)items acquired under this Agreement to any country for which the United States Government for any agency thereof) requires an export license of other approval without first obtaining any licenses,consents or permits that may be required under the applicable laws of the U.S.or other foreign jurisdictions, Including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control staternents. Customer shall,at its own expense,defend,indemnify and save Johnson Controls harmless from and against all third-party claims,liability,loss or damage(including attorneys'fees and other defense costs), assessed against Or Suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained in this Section shall Survive the termination or expiration of this Agreement, 5,Insurance. Johnson Controls maintains comprehensive General Liability and Automobile Liability Insurance in amounts that meet or exceed:$1,000,000 per incident-$2,000,000 in the aggregate and Worker's Compensation coverage as required by law.Johnson Controls will not be required to provide a waiver of subrogation in favor of any party,norwill Johnson Controls be required to designate any party as a statutory employerfor any purposes.6.Johnson Controls Brand, Without exception, Johnson Controls-branded Signage,including yard signs,window stickers and warning signs will remain the property of Johnson Controls and may be removed by Johnson Controls at any time, Customer's right to display Johnson Controls-branded Sig nage is not transferable and ceases upon termination of expiration of this Agreement.7 Resale.If Johnson Controls is connecting to a previously Installed existing system,to the extent the previously installed existing system is Customer's property,it shall remain Customer's property,3.COVID-19 Vaccination,Johnson Controls expressly disclaims any requirement,understanding or agreement,express or implied,included directly or incorporated by reference,in any Customer purchase order,solicitation,notice or otherwise,that any of Johnson Controls'personnel be vaccinated against Covid-1 9 under any federal,state/provincial or local law,regulation or order applicable to government contracts or subcontracts,including,wthout Hrinfation,Presidential Executive Order 14042("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation(FAR)52,223-99("Ensuring Adequate COVID Safety Protocols for Federal Contractors"), Any such requirement shall only apply to Johnson Controls' personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Johnson Controls. J.System Software;Network Connections 1.Any software provided with the System or in connection with the Services is proprietary to.Johnson Controls and/or Johnson Controls' supplier(s)and is licensed or sublicensed to Customer on a non-exclusive basis.Customer may not(a)disclose the Software or source code to any third parties,(b)duplicate,reproduce,or copy all or any part of the Software,or(c)use the Software on equipment other than With the designated System with which it was furnished.A separate Software License Agreement or End User License Agreement between Johnson Controls and Customer and/or the software Publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment is to be connected to Customer's computer network("Network"), Johnson Controls will furnish and install the software needed to run the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modifications to the Network,security,or firowall settings. Customer will supply a TCP/IP Ethernet network address and central processing unit per Johnson Controls specifications for access control system operator, Johnson Controls shall not be responsible P-Form 888OUE01 r07/20211 Page 8 of 10 (o 2021 Johnson Controls.All Rigints Reserved for the se lufr,operation,or,.m.-, _... ... ,b.... aintenance of the Network or Network performance or compatibility issues. Johnson Controls may assess additional charges,if Johnson Control,is unable to connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equipment. 2.Open SOLirce Software.Johnson Controls represents and warrants to the end user of the System that,to the extent the System includes any Open Source Software,the Internal use and operation of the Systern by the end user will not create any obligation on the part of the end user under the terms of any Open Source License(i)to make any source code or object code available to third parties,or(ii)to license,disclose or otherwise make available to third parties any proprietary software,data or other information,or any associated intellectual property.As used herein,the term"Open Source Software" means any software,program,module,code,library,database,driver or similar component(or portion thereof)that is royalty free,proprietary software,the use of which requires any contractual obligations by the user such as,without limitation,that software that is subject to,distributed,transmitted,licensed or otherwise made available under any of the following t licenses:GNU General Public License,GNU Library or"Lesser"Public License,Berkeley Software Distribution(BSD)license(including Free BSD and BSD-style licenses),MIT license, { Mozilla Public License,IBM Public License,Apache Software License,Artistic license(e g.,PERL),Sun Industry Standards Source License,Sun Community Source License(SCSL),Intel 1 Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative,Free Software Foundation or j similar group(collectively,"Open Source Licenses"), { _..... .._ „.. _.. K.Force Majeure,Johnson Controls shall not be liable,nor in breach or default of its obligations under this Agreement,for delays interruption,failure to render services or any other failure by Johnson Controls to perform an obligation under this Agreement,where such delay,interruption or failure is caused,In whole or in part,directly or Indirectly,by a Force Majeure Event. i A"Force Majeure Event"is a condition or event that is beyond the reasonable control of Johnson Controls,whether foreseeable or unforeseeable,including,without limitation,acts of God, j severe weather(including but not limited to hurricanes,tornados,severe snowstorms or severe rainstorms),wildfires,floods,earthquakes,seismic disturbances,or other natural disasters, 1 acts or omissions of any governmental authority(including change of any applicable lawor regulation),epidemics,pandemics,disease,viruses,quarantines,or other public health risks and/or responses thereto,condemnation,strikes,lock-outs,labor disputes,an increase of 5%or more in tariffs or other excise taxes for materials to be used on the project,fires,explosions or other casualties,thefts,vandalism,civil disturbances,insurrection,mob violence,riots,war or other armed conflict(or the serious threat of same),acts of terrorism,electrical power outages,interruptions or degradations in telecommunications,compelter,network,or electronic communications systems,data breach,cyber-attacks,ransomware,unavailabilityor shortage of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable control of Johnson Controls.if Johnson Controls'performance of the work is delayed, i impacted,or prevented by a Force Majeure Event or its continued effects,Johnson Controls shall be excused from performance under the Agreement.Without limiting the generality of the # foregoing,if Johnson Controls is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event,Johnson Controls will be entitled to extend the relevant completion date by the amount of time that Johnson Controls was delayed as a result of the Force Majeure Event,plus such additional t!me as may be reasonably necessary to overcome the effect of the delay.To the extent that the Force Majeure Event directly or indi rectly increases Johnson Controls'cost to perform the services,Customer is obligated to reimburse Johnson Controls for such increased costs,including,without limitation,costs incurred by Johnson Control s for additional labor,inventory storage,expedited shipping fees,trailer and equipment rental fees,subcontractor fees or other costs and expenses incurred by Johnson Controls in connection with the Force Majeure Event. L.Assignment. This Agreement is not assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controls shall have the right to assign j this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer. M.Digital Enabled Services Software and _...wa _o t Hosted Software Services, If Johnson Controls provides Digital Enabled Services under this Agreement,these Digital Enabled Services require the collection,transfer and ingestion of building,equipment,system time series,and other data to Johnson Controls'cloud-hosted software tools and applications.Customer consents to the collection,transfer and ingestion and use of such data by Johnson Controls to enable Johnson Controls to provide,maintain,protect and Improve the Digital Enabled Services and its products and services.Customer acknowledges that,while Digital Enabled Services generally improve equipment performance and se rvices,Digital Enabled Services do not prevent all potential malfunction,insure against loss,or guarantee a certain level of performance.As used herein,"Digital Enabled Services"mean services provided hereunder that employ Johnson Controls software and cloud-hosted software offerings and tools("Software")to provide,improve and enable such services. Digital Enabled Services may Include,but arc;not limited to,(a) remote inspection,(b)advanced equipment fault detection and diagnostics,and(c)data dashboarding and system health reporting. Implementation,deployment and Customer use of Software offered under this Agreement shall be subject to,and governed by,Johnson Controls'standard terms for such Software and Software related professional services that may be updated by Johnson Controls from time to time at https./Mww.johnsoncontroiscom/lechterms(collectively,the"Software Terms"). Applicable Software Terns are incorporated in this Agreement by reference.Other than the right to use the Software as set forth in the Software Terms,Johnson Controls and its licensors i reserve all right,title,and interest(including all intellectual property rights)in and to the Software and improvements to the Software.Software licensed hereunder is licensed subject to the Software Terms and not sold.If there is a conflict between the other terms herein and the Software Terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,its Implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement,unless otherwise set forth in the applicable SOW,the following terms apply to Software that is provided to Customer on a subscription basis(i.e.,a time limited license or use right),(each a"Software Subscription"): Each Software Subscrption provided hereunder will commence on the date the initial credentials for the Software are made available(the"Subscription Start Date")and will continue in effect until the expiration of the subscription term noted In the applicable SOW.At the expiration of the Software Subscription,such Software Subscription will automatically renew forconsecutive one(1)year terms(each a"Renewal Subscription Term"),unless either party provides the;other parry with a notice of non-renewal at least ninety(90)days prior to the expiration of the then-current term. To the extent permitted by applicable law,Software Subscriptions purchases are non-cancelable and the sums paid nonrefundable Fees for Software Subscriptions shall be paid annually in advance,invoiced on the Subscription Start Date 1, and each subsequent anniversary thereof. Invoices are due upon receipt unless otherwise specified on the invoice.Unless otherwise agreed by the parties In writing,the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls'then-applicable list price for that Software offering. Any use of Software that exceeds the scope,metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. N.Privacy.1.Johnson Controls as Price ............ r............... n .. ...., . a _l D ... ..-, .therein) Processor.Where Johnson Controls factually arts as Processor of Personal Data(as defined therein)on behalf of Customer,the terns at wuwv.johnsoncontrols.com/dpa shall apply.2.Johnson Controls as Controller:Johnson Controls will collect,process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer(for example names,email addresses,telephone numbers)as controller and in accordance with,Johnson Controls'Privacy Notice at https://www.johnsoncontrol,com/privacy. Customer acknowledges Johnson Controls'Privacy Notice and strictly to the extent consent is mandatonly required under applicable law, Customer consents to such collection,processing and transfer.To the extent consent to such collection,processing and transfer by Company is rnandatorily required from Customer's personnel under applicable law,Customer warrants and represents that it has obtained such consent. O.Johnson Controls License Information:At-1498,14 e,1500,1501,1502,A-0244,The Security Industry is governed by the rules and regulations of the Alabama Electronic Security Board of Licensure. If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd.,Montgomery 36116,(334)264-9388 Fax: 334-2E"�4-9332 AK 125516;1058473,5430 Fairbanks Street,Suite 7 Anchorage,AN 99507 AR 0000199,0030740118 Regulated by Arkansas Bd.of Private Investigators&Private Security Agencies,#1 State Police Plaza Dr.,Little Rock 72209,(501)618-8600 A7 ROC2.81489,18267-0 CA 977249;alarm company operators are licensed and regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 CT 0106099-1-5 DC ECS1327 FL.EF20000890,EF20000341,EF0000478 GA L.VA002833,LVA205386,LVU004635 HI CT-32427 ID PWC-C-12256-A-4,RCE-33602,EC012834 II-127001526,128000247,128000246,128000243 I_A 24889,F523,F489 MA 401- C, MI 3601206912,A-0352,A-0170,3602206914,A-0638,3602206913,A-1058,A-1199 Whitcomb Avenue Madison I leights,MI 48071; MN TS6.51063 MS 15C)24088,19530-S(C NC 846-j CSA,28510-SP-FAJLV,19385-SP-FA/LV,27353-SP-F/VLV,19718-SP-FAJLV,24191-SP-FA/LV,22850-SP-FA)LV 101 Industrial Drive,Ste 104 Raleigh,NC 27069,(919)788-5320 NJ 34BF00050200,P00451,607013 NM 375283 NV 0077C<,F470,F469,NY 12000327404,Licensed by NYS Dept.of State OH E16782,50-18-1052,50-25-1050,50-48-1032,50-57- 1119,53-31-1582 OK AC-67 OR C'LE-322,197010,AC-67 PA Pennsylvania Home Improvement Contractor Registration Number;PA010083 RI 18004,AF-09170 TN Af CC17CA, ACC1705,ACC1707,ACC1708,ACC1709,ACC710,ACC1711 1-X B00536,4200 Buckingham Road Ste 150,Ft.Worth,TX 76115-Dept of Public Safety,Private Socurity 5805 N.Lamar j Blvd,Austin 78752,ACR-1460 UT 8390557-6501 VA 11-7587,11-7575,11-7591,11-7573,11-7589,11-7578,2705147765 WA JOhiNSCS837N4,19625 62nd Ave South,Ste C112 Kent, � WA 98032 WV 050291. The foregoing list shows only those license;numbers Johnson Controls Soon my Solutions LLC("Johnson Controls")is required by law to include on marketing i materials.A comprehensive list of licenses held by Johnson Controls is available on www.johnsoncontrois.corn. California Customers Only:Upon completion of the installation of the alarm t system,the;alarm company shall thoroughly instruct the foul-chaser in the proper use of the alarm system.Failure by the liven see,without legal excuse,to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begun is a violation of the Alarm Company Act, 02020 JOHNSON CONTROLS.All rights reserved. e-Form 8880LJE01(07/2721) Page 9 of 10 (o 2021 Johnson Controls.All Rights Reserved Johnson * Controls COMMERCIAL SALES AGREEMENT TOWN Na. CUSTOMER Na. JOB Na. PO Na. ESTIMATE Na. 0034 FT WOR I H,'IX 1-5ZZPXS5 ADDITIONAL TERMS AND CONDITIONS DATE:2/1/2022 Johnson Controls Security Solutions LLC("Johnson Ndr2o Fall Water Park Controls") d1bla: ("Custorl Donald Heitzman Custom@Lq 1I!-nALnfqLTAt-io—n Customer Premises Serviced 4200 Buckingham Rd, 9001 Boulevard 26, 9001 Boulevard 26, Fort Worth,I X 76117-2618 North Richland Hills,TX 76180 North Richland Hills, X 76180 Tole.No,(630)706-5036 Attn: Attn:Frank Perez Tele,No. Tale.No.(817)427-6507 Notwithstanding anything in the Agreement to the contrary,Johnson Controls and Customer agree as follows: .......... Terms and Conditions Annual Service Charge-Inlial Tenn-Johnson Controls agrees to honor the Annual Service Charge for Monitonng Services specified in this Agreement for the Initial I-ernn of the Agreement. 'hereafter,the Annual Serviop Charge may be increased by the increase in the Consumer Price Index for Urban Wage Earners("CH-W"),All Items,U.S,City Average for the I prior twelve(12)month period or 5%,whichever is less All other terms and conditions of the Agreement,except those expres ly modified herein,shall rernaln in full force and effect. JOHNSON CON I ROLS SECUF QL U T LLC CUSTOMER: Presented by: Accepted By: -------------- (&q.6,re of Johnson Confrol,,•Kles Re resen bin(Signature of Authorized Representative.) Ifive) Sales Agent:Donald Heitzman Sales Representative Registration Number(if applicable):____..______ __ (Name Printed) ATTEST: Date Signed Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No Page 10 of 10 e-Form 8880UE01(07/2021) 0 2021 Johnson Controls.All Rights Reserved ADDENDUM TO JOHNSON CONTROLS SECURITY SOLUTIONS, LLC COMMERICAL SALES AGREEMENT WITH CITY OF NORTH RICHLAND HILLS, TX This Addendum ("Addendum") is entered into between JOHNSON CONTROLS SECURITY SOLUTIONS, LLC., ("Johnson Controls"), a Texas Limited Liability Company, whose principal offices are located at 4200 Buckingham Rd., Fort Worth, TX 76117, and THE CITY NORTH RICHLAND HILLS ("Customer"), whose principal offices are located at 4301 City Point Drive, North Richland Hills, Texas 76180, (the "Agreement") separately referred to as a "party," collectively referred to as the"parties." RECITALS This Addendum is intended to amend and modify the Johnson Controls Commercial Sales Agreement, Scope of Work/Schedule of Protection, and Terms and Conditions e-Form888OUE01 (09/2019) for Estimate No. - dated - ," ,,(collectively the "Agreement") entered into between the parties. This Addendum is attached hereto and hereby incorporated into the Agreement for all purposes incident thereto. I. COMMERCIAL SALES AGREEMENT: The parties hereby agree to amend the Commercial Sales Agreement as follows: Section II. CHARGES AND FEES; TAXES, b.Services: Section II, CHARGES AND FEES; TAXES, b. Services. The last sentence of this provision shall be amended to read as follows. b. Services. For termination prior to the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s) rendered prior to termination, 50% of the Annual Service Charge(s) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. II. TERMS AND CONDITIONS: The parties hereby agree to amend and modify the Terms and Conditions as follows: Section A. Services. Subsection A.13. Mobile Security Management ("MSM") Services, in part, shall be amended to read as follows: To the extent all or any portion of Section A. Services. A.13. Mobile Security Management ("MSM") Services, requires Customer to indemnify Johnson Controls for any losses, damages, liabilities, costs or expenses, such obligation to indemnify shall only be to the extent permitted by applicable law; shall not apply in the event such loss, damage, liability, cost or expense is due to the negligence or willful misconduct of m to Commerc a ales Johnson Centrals Addenda MA reement Estimate No. 1, "' P,iS 7 Date " CA-CONTRACT NO.NRH0007 20211215 Page 1 of 4 Johnson Contnds, or any of its ernp|pyaeo, agenbs, officers or and the oo��sagree that C�ustonnarshaU not be under any ob\igmt�nto defend Johnson (�Vntnr|a 'ronaate a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section A. Services. Subsection A.13. Sub-subsection 9. Network Connections and Communications Facilities, in part, shall be amended to read aSfollows: The Johnson Controls' MSM Site Terms will be effective when posted, but shall only apply to Customer to the extent permitted by applicable law, Customer will be deemed to have accepted any modified Johnson Controls KASK0 Site Terms tothe extent such terms are permitted by applicable law and do not conflict with any of the modifications set forth in this Addendum. |f there is any conflict between any updated terms byJohnson Controls and this Addendum, this Addendum shall control. To the extent all or any portion of Section A. S.. requires Customer to indemnify Johnson Controls for any losses, damages, |iabi|ities, costs or expenses, such obligation to indemnifyeha|| only be to the extent permitted by applicable |a � shall not apply in the event such loss, damage, |iobi|ity, cost or expense is due to the negligence or willful misconduct of Johnson Contno|s, or any of its emp|Vyees, agente, officers or representatives; and the parties agree that Customer shall not be under any obligation tm defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section E. Limitation of Liability. Subsection 3' in part, shall be amended to read as follows: Notwithstanding the provisions of this Section E. and except in the event of event of gross negligence orintentional misconduct on the part of Johnson Controls, its officers, employees Or representatives, if Johnson Controls and/or one or more of its suppliers are found liable for |oea, damage or injury under any legal theory due to o failure of the Semioes. System or Equipment in any respect, the liability of Johnson Controls and its suppliers shall be limited toe sum equal to six (8) times the amount paid for the Annual Service Charge or $1.O0D. whichever isgreater, as agreed upon damages and not as a penalty, mo Customer's sole remedy. Section E. Limitation of Liability. Subsection 4' shall be amended and restated in its entirety as follows: 4� \f any other penson, nnoheo any claim or files any lawsuit against Johnson Controls or its suppliers in any way na|ntin0 to the Servicea. System or Equipment that are the subjects of this Agreement, then Customer sho||. to the extent permitted by applicable |avv^ indemnifvand hold Johnson Controls and its suppliers harmless from any and all such ' claims indemnify lawsuits including the payment ofall darnagee, expenses, costs and reasonable attorneys' fees as authorized by applicable |avv, unless such losses or damages are due to the negligence or intentional misconduct ofJohnson Conho|a, its supp|iena, ernp\nyeea, offioers, agents, or representatives. Nothing herein shall require Customer to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify under this section. Section E. Limitation of Liability. Subsection 5, in part, shall be amended to read as follows: No suit or action for breach of this Agreement shall be brought against Johnson Controls or its supp|iere, aQents, ernp|nyees, auhsidiuhes, aMi|\edes or parents (both direct and indirect) more than four (4) years after the incident that resulted in the loss, injury or damage occurred. Except ' 'a provided for herein, Johnson Controls' claims must also be brought within four (4) years. Claims not subject to the four-year limitation include claims Johnson Controls Addendum to Commercia 3 | Agreement CA-CONTRACT NO, NRH000720211215 Page 2 of for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies. Section F. Other Charges. Subsection 2' in pgrt, mhe|| be amended to read as follows: To the extent permitted by applicable law, Customer agrees bz pay all 000tm, expenses and fees of Johnson Controls' enforcement of this /\gneement, including collection expeneee, court costs, and neesonab|eettorneys'fees as authorized by applicable law. Section G. Hazardous Materials, in part, shall be amended to read as follows: To the extent permitted by applicable law, Customer shall indemnifv, and hold Johnson Contro|o, its officers, dinactorG, agents, and vendors harmless from any damages, n|eims, injuries, liabilities resulting from the exposure of Johnson Controls' employees, ontraotors, or subcontractors to hazardous materials at the work site; provided, however, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls. Notwithstanding any of the foregoing, Customer ehoD not be under any obligation to defend Johnson Controls orcreate aeinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section 1. Miscellaneous. Subsection 4, in part, shall be amended to read as follows: To the extent all or any portion of Section L. requires Customer to indemnify Johnson Controls for any losses, damages, |iabi\iUes, costs or expenseS, such obligation to indemnify shall only be to the extent permitted by applicable |� � shall not apply in the event e ' h loss, damage, |imbi|ity, coat or expense is due to the negligence or willful misconduct of Johnson Contro|s, or any of its emp|oyeee, agmnta, officers or representatives; and the parties agree that Customer shall not ba under any obligation to defend Johnson Controls or create asinhinQ fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section K' Force 01 'eumm. in9art. oha|| be amended to read aofollows: Neither party shall be |iab|e, nor in breach or default of its obligations under this Agreement, for de|aya, interruption, failure to render aervicee, or any other failure or acts reasonably outside of their control by that party to perform an obligation under this Agnsernent, where such de|ay, interruption or failure is cmueed, in whole or in part, directly urindirectly, byaForce K8 jeure Event. The parties further agree that any reference to only "Johnson Controls" in this SectionR, shall be replaced with the term ''either party" or "that party" in the plural or singular respectively. The last sentence of Section K is hereby deleted. Section LAss\gnmment., shall be amended and restated in its entirety to read as follows: Assignment, This Agreement is not assignable by either party except upon written consent ofthe other party, However, Johnson Controls shall have the right to assign this Auneennent to any of its parent companies or affiliates in which it has majority control or which it shares common control. Johnson Controls shall provide Customer with no less than thirty (30) days written notice of any such assignment to a parent company or an affiliate, Section N.. Privacy, shall be deleted in its entirety. Johnson Controls Addendum to pci es nt Date Estimate No./ CA-CONTRACT NO,NRH000720211215 Page of All other terms and conditions of the Agreement not amended or modified herein in this Addendum shall remain in full force and effect. The parties hereby agree to the foregoing addendum by evidence of the signature of an authorized representative below. CITY OF NORTH RICHLAND HILLS: JOHNSON CONTROLS BEGIN ITY SOLUTIO , LLC. � Mark Hindman, City Manager Name: Title: s Date: Date: ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney Johnson Controls Addendum to Commercial S s A reement CAate 3 Estimate NRAC (VU N Ho007 202G11215 � Page 4 of 4 " « Main Firs enema 1 K-W11111111111111111111111,111 ah sion .� E� �� CWFE Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034 FT WORT IF,TX 10T129501 1-5ZWNB.JV DATE:2/1/2022 Johnson Controls Security Solutions LLC(`Johnson Nrh2o Family Water Park Controls") d/bla: Donald Heltzman ("Customer") A200 Buckingham Rd, Customer BIIIIn Information Customer Premises Serviced Fort Worth,TX 76117-2618 9001 Boulevard'26, 9001 Boulevard 26, Tele,No.(630)706-5036 North Richland Hills,TX 761BO North Richland Hills,TX 76180 Attn: Attn:Frank Perez Tele.No. Tele.No.(817)427-6507 This Commercial Sales Agreement is between Customer and Johnson Controls Security Solutions LLC("Johnson Controls")effective as of the date signed by Customer. By entering into this Agreement,Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement.The Equipment and/or Services,collectively the System(s) covered under this Agreement islare listed in the attached Schedule(s)of Protection I Scope of Work("SOW"). L THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer Letter (e) State Specific Forms,If applicable(e.g.,local permit applications) (b) Scope of Work/Schedule(s)of Protection (f) Customer Installation Acceptance Form(specific to Equipment/Services purchased) (c) Terms and Conditions (g) If multiple locations,see attached schedule (d) Additional Terms and Conditions II. CHARGES AND FEES;TAXES: a.Equipment Installation,Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Wark/Schedule of Protection plus applicable"Fees"and "Taxes"as defined below("Installation Charge").Upon acceptance of this Agreement,Customer will pay to Johnson Controls the Installation Deposit Amount sot forth in the Scope of WorklSchedule of Protection. ,Johnson Controls nray invoice Customer for progress billings based upon Equipment and/or System components delivered or stored,and/or Services performed before completion of the Systern/Equipment installation,activation of the System,connection to the CMC,or any other Service(s).All outstanding Installation Charges and/or Fees shall be due and payable upon completion of the installation of the Equipment/System and as a precondition to activation of Systern and,if applicable,connection to Johnson Controls Central Monitoring Center(°CMC")or any other Service(s). Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement must be agreed to by Johnson Controls and Customer in writing and may be subject to additional charges,fees and/or taxes.Any equipment,ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and may be subject to shipping,handling,and/or restocking fees.Until Customer has paid Johnson Controls the Installation Charge and Fees,and Taxes in full,Customer grants to Johnson Controls a security Interest in the Equipment and all the proceeds thereof to secure such payment. b.Services.Customer agrees to pay Service Charges per annum set forth in the Scope of Work/Schedule of Protection(the"Annual Service Charges"), payable in advance on a(n)Annual basis plus applicable Taxes for 5 year(s)(the'Initial Term")effective from the date such Service is operative under this Agreement..After the Initial Term this Agreement shall automatically renew on Ilan Annual basis.Johnson Controls will provide Custorner with notice of any adjustments in the Charges,Fees and/or Taxes applicable to the renewal period no later than forty-five(45)days prior to the commencement of the renewal period.Unless terminated by either party upon written notice at least thirty(30)days prior to the anniversary date,the adjusted Charges,Fees and/or Taxes wll be the Charges,Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to increase Annual Service Charge(s)after one(1)year and may increase prices upon notice to Customer to reflect increases in material and labor costs,For termination prior to the end of the Initial Tenn,Customer agrees to pay,in addition to any outstanding Foes and charges for Service(s)rendered prior to tenrfuaation 90%of the Annual Service Charge(s)remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. c.Other Charges, Customer agrees to pay any assessments,taxes,fees or charges Imposed by any governmental body,telephone,communication,or signal transmission company such as false alarm,permitting or connection fees,or administration fees or service charges assessed by Johnson Controls related to AI IJ requirements and/or changes to applicable laws,the need to reprogram alarm controls/devices to comply with area code,signal transmission,numbering or other changes relating to the installed Equipment aridlor Service(s)provided under this Agreement("Fees"). Customer is solely responsible to pay all applicable sales,use and/or similar taxes imposed by any taxing or governmental authority on the Equipment,System and/or Services provided hereunder ("Taxes")unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate, Custorner shall remain liable for the payment of any such Taxes until paid in full. d.Invoicing. Invoices are due upon receipt unless otherwise specified on the invoice.Disputed invoices must be identified in writing within twenty-one(21)days of the date of invoice.Payment of any disputed amounts is due and payable upon resolution.Payment is a condition precedent to Johnson Controls'obligation to perform Services under this Agreement.Charges for Equipment and material covered by this Agreement do not include any amounts for changes in tariffs,duties or other similar charges imposed and/or enacted. III. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of its written Amendments,Riders,Scope of Work and/or Exhibits,constitutes the entire agreement between the Custorner and Johnson Controls relating to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings.The terms and conditions of this Agreement will prevail over any conflicting,inconsistent or additional terms and/or conditions contained in any purchase order,agreement,or other document issued by Customer.In signing this Agreement,Customer is not relying on any advice,advertisements,or oral representations of Johnson Controls and agrees to be bound to the terns and conditions coritairieei in all the pages of the Agreement.Customer agrees that any representation,promise,condition,inducement or warranty,express or implied,not included In this Agreement will not be banding upon,Johnson Controls,and that the terms and conditions in this Agreement apply as printed without alteration or qualification,except as specifically modified by a written agreement signed by Johnson Controls and Customer. Any changes In the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in additional cost to the Customer and any such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customers failure to accept and sign this Agreement within ninety(90)days of the date shown above may result in price increases.Custorner acknowledges that: (a) Johnson Controls has explained the full range of protection,equipment,and services available to Custorner; (b) additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Custorner;(c)Custorner desires and has contracted for only the Equipment and/or Service(s)itemized in this Agreement;(d)the Equipment/Service(s)specified in this Agreement are for Customer's own use and riot for the benefit of any third party;(e) Customer owns the premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in the premises;and(f) Customer will comply with all laws,codes and regulations pertaining to the use of the Equipment/Service(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED "TERMS AND CONDITIONS" AND "ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY EQUIPMENT/SERVICES MAY BE PROVIDED,IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. [Signature Fallow on Next Page] Page 1 of 9 e-Form 888DUEOI t07r20211 U 20'r1 Johnson Controls.All Rights Reserved Johnson * 111 IN 111111111111 1111111111111 COMMERCIAL SALES AGREEMENT TOWN NO, CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FT WOR-11 1,1X 103429501 1-5ZWNBJV IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED,CUSTOMER MUST INITIAL HERE HERE JOHNSON CONTROLS SECURITY SOLUTIONS LLDPresented CUSTOMER: y: � � „.. — Accepted By: (Signature of Johnson Controls es Re sen five) (Signature of Customer's Authorized Representative) Sales Agent:Donald Heitzman __......_.__.___.. _...__.__----_........-----_-__._.._ _.._._...____.._.__...._ Sales Representative Registration Number(if applicable):_"'s w (Name Printed) Title: Date CUSTOMER APPROVAL Please check the applicable box indicating Customer Purchase Order(PO)Requirements: 0%PO Required ❑Single PO Required for Initial Term []Annual PO Required ❑ANSC;PO Required Yearly ANSC=Annual Service Charge [Remainder of Page Left Intentionally Blank] ATTEST; Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY.- Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No e-Form 8801-JEO i(07/2.02 Page 2 of 9 2021 Johnson Controls.All 1Rights Reserved Johnson * Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO, ESTIMATE NO. 0034-F]WORTH,TX 103429501 1-5ZWNBJV SCOPE OF WORK I SCHEDULE OF PROTECTION IV. SCOPE OF WORK ISCHEDULE OF PROTECTION("SOW"):Joirnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System, on the terms and conditions set out in this Agreement. A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full), B. Services to be Provided("Services") Alarm monitoring and Notification Services: Fire Alarm(Other)Monitoring PROVIDED Video Surveillance Services: No Service Selected Managed Access Control Services: No Service Selected Video Equipment: No Service Selected Maintenance Service Plan;Preventive Maintenance/Inspection: Expert Maintenance and 1 Fire Alarm Inspection PROVIDED Additional Services: Sole Path Cellular 60 Minute Supervision Services PROVIDED C. Equipment to be Installed("Equipment"): Johnson Controls will install,or cause to be installed,the Equipment(or equivalent),as set forth in this SOW in Customer's designated facility(ies). As used herein,"installation"ri(I)affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies)as are designated by Custornen(n)providing and pulling cablesWres required to connect the Equipment to Customer's Communications Facilities and making such connections;(III),in the case of Digital Communicator installation, mount Equipment and plug into RJ31X phone lack previously installed by Customer;(iv)in the case of radio Installation,mount radio Equipment and prograrn Equipment with number furnished by Customer;(v)providing and installing s0ftWaFe/1rFT1ware required by the Equipment,(vi)performing testing as required to establish that the Johnson Controls Equipment is connected,is functioning according to its specifications,and is communicating over Customer's Communications Facilities;and(vii)providing user-level training to Customers designated representative in the use of suds Equipment Qty Product Name Location ............. .......... j This item Identifies the estimate as Standard and NOT PART of Technology Refresh ofolder Tech ........... D. CHARGES AND ESTIMATED TAX: 1. Installation Charge: Installation Charge Amount: $0,00 Estimated Tax(es): $0,00 TOTAL INSTALLATION CHARGE: $0.00 Installation Deposit Amount: $uo 2. Annual Service Charge: 11 11111............................. Annual Service Charge Amount: $2,754,83 Estimated Tax(es): $227.27 TOTAL ANNUAL SERVICE CHARGE: $2,982A0 Tax value shown is estimated and may differ from the actual tax value that will be on the invoice, E. Scope of Work:This Section is intended for installation use only. Any language contained in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and of no effect. Contact Information:Frank Perez fperez@NRI 120.c0rn don heitzman 214 448 6285 System Operation Renewal Only renew the customer. Please verify all signals With the Central Station, Programming Info:Prograrn the system appropriate to the customers needs Site Conditions:Existing site Existing Equipment:No disniantleing Customer Expectations:work hours are from gam-5pm Monday-Friday Training Expectations:'Technician will train the customer General Comments:No special skills or permits Customer Responsibilities/Johnson Controls Exclusions:Customer is responsible for providing access to the site and for providing 120VAC forth(,panel and the cell communicator Documentation Needs:no close out does required Contract Notes- (3-Fonr,8880LJF0 1(07/202 1) Page 3 of 9 2021 Johnson Controls All Rights Reserved TERMS AND CONDITIONS TERMS AND CONDITIONS ............... ..., ... .,.. .. ..... .,.... __... . . . ._ _ .. . V.Customer and Johnson Controls agree as follows: A.Services, A.1.Central Station Signal Receiving and Notification Alarm Monitoring")Services 1.If an alarm signal regist s' _ center (`C -... _ , g ( g}e g gistem at Johnson Controls'alarm monitoring center('CMC"),Johnson Controls will endeavor to notify the appropriate Police or Fire Department and if required by local law,the Customer's designated representative. If a burglar alarm signal or fire signal registers at Johnson Controls'CMC,Johnson Controls at its sole discretion may endeavor to contact the Customers premises by telephone to verify that the alarm is not false.Failing to contact the Customer promptly or questioning the nature of the response received upon such contact,Johnson Controls shall endeavor to notify the appropriate Police/Fire,Department. If a supervisory or trouble signal registers at Johnson Controls'CMC,Johnson Controls will endeavor to notify the Customer's designated representative,2.If Customer has purchased alarm monitoring service that requires Police,Fire,Guard Response,or Medical Emergency Response/Notification or Two Way Voice monitoring services and such an alarm is received at Johnson Controls'CMC",,then Johnson Controls may,in its sole discretion,endeavor either(a)to contact Customer and/or anyone Customer has identified as having authority to act on Customer's behalf on Customers Emergency Contact List("ECli by telephone or Two Way Voice communication,or(b)use video or audio feed frorn Customer's premises to confirm that I the alarm is not false.If Johnson Controls fails to contact Customer or sorneone on Customer's ECL or,if Johnson Controls questions the response received upon such contact,then Johnson Controls will endeavor to notify the appropriate Police/Fire Department or other emergency response provider.If Guard Response Service is being provided,Johnson Controls will, for an alarm that requires Police response,endeavor to dispatch a Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and,upon evidence.of an attack,Johnson Controls will endeavor to notify the appropriate Police Department,JOHNSON CONTROLS WILL NOT ARREST OR DE i AIN ANY PERSON.Customer agrees that Johnson Controls will have no liability pertaining to the recording(or failure to record)or publication of any.I-we Way Voice communications,Internet,or other Video recordings or the quality of such recordings,if any.3.If Supervisory Alarm or Trouble Alarm monitoring services are purchased(or if such services are actively programmed into the System)and such 1 an alarm is received by Johnson Controls,Johnson Controls will endeavor to notify Customer's designated representative.4. If Customer has identified persons on Customer's E'CL authorized to act or)Custorers behalf,Johnson Controls will endeavor to contact such persons before Johnson Controls endeavors to notify the Police/Fire Department,5.The System may not operate with other companies'alarm monitoring equipment.If Customer cancels any Services,this Incompatibility may prevent Customer from continuing to use the System. Customer understands that local laws,ordinances or governmental policies may restrict and/or limit Johnson Controls'ability to provide alarm monitoring and notification services and/or necessitate modified or addifional services and expense to Customer.Customer understands that Johnson Controls may employ any number of current or future 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 on alarm panels including those authorized under ANSI-SIA CP-01-2000;default settings for"swinger shutdown"of specific alarm zones;implementation of"partial clear time bypass"procedures at Johnson Controls' CMC;and/or other similar measures employed by Johnson Controls periodically in Johnson Controls'sole discretion.THESE MEASURES CAN RESULT IN NO Al.ARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER TI IE INITIAL.ACTIVATION UNTIL CUSTOMER MANUALLY RESETS THE ALARM SYSTEM.6. Customer understands that,upon receiving notification that a fire or carbon monoxide signal has been received by Johnson Con trots,the Police,Fire Department or other responding authority may forcibly enter Customers premises.7.Alarm Verification Services.Intrusion detectiowburglar alarm equipment may require activation of two sensors,or a second activation of a single sensor,or activation of a continuous alarm event from a single sensor to meet the requirements of local Taws,ordinances or other requirements of the Police Department.Customer is solely responsible for operating on-premises bypass or switch units to disconnect or reconnect the alarm sounding or transmitting equipment.&5-Day Familiarization Period.If Customer has requested a 5-day"Familiarization Period"following completion of installation,and if needed,an extension period to enable Customer to become familiar with the system operation, then during this Familiarization Period Customer agrees that if any signal(including an alarm signal)of any nature registers at Johnson Controls'CMC,Johnson Controls will not:respond to any signals,or endeavor to notify any authorities,Customer,or Customers designated representative(s),or undertake any other action with regard to any signal,whether or not due to all 3 actual emergency event.9.Direct Connection Service.If such service is available/required in Customer's location a"Direct Connection"may be made to the Customers Municipal Police, Fire Department,or other agency,and signals transmitted by the System will be monitored directly by such Municipal Police,Fire Department,or other agency personnel(collectively, "Municipal Personnel"),none of whore are agents of Johnson Controls.Johnson Controls does not assume any responsibility or liability for the manner in which such signals are monitored r or the response,if any,made by such Municipal Personnel to such signals.10,Parallel Protection Service,If Customer chooses a Johnson Controls approved cellular back-up service, alarm signals may be transmitted to Johnson Controls'CMC from Customer's premises over a cellular communications network if Customers primary telephone service is interrupted, A.2.Communication Facilities.(a)Authorization.To facilitate Johnson Controls'ability to provide Service under this Agreement,Johnson Controls may make requests for information service,or equipment in any respect on behalf of Customer to Customer's telephone service provider,wireless carrier,or other entity providing communication facilities or services for i transmission of alarm signals(the"TeleCo").(I Digital Communicator.If a Digital Communicator is used to connect to Johnson Controls'CMC,Customer will provide a connection through a telephone jack to Customer's TeleCo service as required to operate the System,Equipment,or to provide the Service.Such connection will be electrically first before any other telephone f or Customer equipment,and Wil be located within 10 feet of the alarm/control panel.Johnson Controls will provide such corn action at Customer's request and expense.(c)General. JOHNSON CONTROLS RECEIPT OF ALARM SIGNALS,ELECT RONIC DATA,VOICE DATA OR IMAGES(COLLECTIVELY,'ALARM SIGNALS")FROM THE EQUIPMENT OR SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE: ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE 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 TELECO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, I ROUTING PROBLEMS,OR INSTABILITY OF SIGNAL QUALITY.CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELECO SERVICES SUCH AS SOME TYPES OF DSL..,ADSL,VOIP,DIGITAL PHONE,INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE-TYPE SERVICE OR RADIO SERVICE,INCLUDING CELLULAR,WIRELESS OR PRIVATE RADIO,OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION NETWORK,INTRRNET OR IP-PBX,OR OTHER THIRD-PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED,MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES,IF: (1)THERE IS A LOSS OF NORMAL ELECTRIC POWER TO TI IE MONITORED PREMISES OCCURS(THE BATTERY BACK-UP FOR JOHNSON CONTROLS'ALARM PANEL.DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELECO SERVICE);OR(2)ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL. CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER'S TELECO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELECO SERVICE'S DATA FORMAT AFTER JOHNSON CONTROLS'INITIAL REVIEW OF COMPATIBILITY COULD MAKE i HE TELECO SERVICE UNABLE 1-0 T RANstvurr ALARM SIGNALS TO JOHNSON CONTROLS'CMC.IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS COMPATIBLE,JOHNSON CONTROLS WILL.PERMIT CUSTOMER TO USE ITS TELECO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS,ALTI TOUGH CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC REGARDLESS t OF THE TYPE OF TELECO SERVICE USED,CUSTOMER ALSO UNDERSTANDS 1-FIAT'IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS,OR LATER BECOMES,NON-COMPATIBLE,OR IF CUSTOMER CHANGES TO ANOTHER TELECO SERVICE THAT IS NOT COMPATIBLE,THEN JOHNSON CONTROLS WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JOHNSON CONTROLS AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC.JOHNSON CONTROLS WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELECO SERVICE AND CUSTOMER UNDERSTANDS THAT 11 IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELECO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES,CUSTOMER 1 ALSO UNDERSTANDS THAT IF CUSI OMER'S ALARM SYSTEM HAS A LINE CUT FEATURE,IT MAY NOT BE ABLE 1-0 DET ECT ALARM SIGNALS IF THE TELECO SERVICE IS INTERRUPTED,AND THAT JOIINSON CONTROLS MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE:CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-APPROVED TELECO SERVICE.CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON-APPROVED TELECO SERVICE AS TI fE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT j ANY ASSISTANCE,INVOLVEMENT,INPUT,RECOMMENDATION,OR ENDORSEMENT ON THE PART OF JOHNSON CONTROLS,CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON-APPROVED TEI-ECO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE 10 SEIZE Tf IE f EL.ECO SERVICE 10 I RANSMI T AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED,IS INTERFERING WETH,OR BLOCKING THE CONNECTION. A.3.1 Enhanced Maintenance Service Plan Intentionally left blank-Services have riot been purchased. A.3.2 Expert Maintenance Service Plan("Expert Maintenance"). 1. If Expert Maintenance is purchased,Johnson Controls will provide and bear the expense of maintenance/repair of the covered Equipment for issues related to norrnal wear and tear.The following are not covered under Expert Maintenance and any requested service will be provided on a time and materials basis(a)window foil,(b)security screens,(c)product installed contrary to OEM specifications,(d)exterior wiring,(e)programming changes,(f)software updates ipgrades,unless Software Support Services are purchased,(g)consumables°such as batteries and printer supplies,and(h)"Conditions"not covered by Warranty shown below. Customer shall pay for any e..F:orm 888OUE01(07/2021) Page 4 of 9 r')202'1 Johnson Controls.All Rights Reserved related labor and/or materials for such work at Johnson Controls'then applicable rates.Additional charges may apply for service requu ing the use of a 41ft.Jo hnnson Oontrohs'obligationn to to perform Expert Maintenance service relates solely to the covered Equipment, 2. If Expert Maintenance is not purchased prior to the expiration of the Equipment Warranty,Johnson Controls will provide such Expert Maintenance only after inspecting the Equipment to be covered and making any necessary repairs or replacements to bring the Equipment/System into compliance with Johnson Controls'specifications and/or the standards set by applicable law. 3. Expert Maintenance will be furnished during Johnson Controls'"Normal Working Hours" j (between&00 A.M.and 4,30 P.M.Monday through Friday,except holidays). Expert Maintenance performed outside of these hours is subject to additional charges. Provision of Expert Maintenance is conditioned upon the continued availability of system components/parts from the original equipment manufacturer("OEM"). A.3.3 Maintenance Service Plan, Optimum -_ .. ... .,. _. , ..,.,..... _,m.._.. _.., . _.. .. .. __. _,_.._ ....._ . ..... p an, Intentionally left blank-Services have riot beer)purchased. A.3.4 Essential Maintenance Service Plari, Intentionally left blank Services have not hs been purchased. { __, ., _.., . _ .. , AA, Testing/Insp€:chons Service('Tll"). If T/I Service is purchased,Johnson Controls W11 provide the dumber of inspection y/rests on the cover ed Equipment as specified in this Agreement } Such T/I Services wi10 be furnished during Johnson Controls'"Normal Working Hours"(between 8:00 A.M.and 4i 30 P.M.Monday through Friday,except holidays). I/I Service performed outside of these hours is subject to additional charges. A 5.Investigator Response Service Intentionally left blank-Services have not been purchased. A.6.Select Managed Video Services/Interactive Video Monitoring Services.Intentionally left blank t <" " g,' dank-Services have not been purchased. � A.6.1.VIdeo/Audio Alarm Verification ServiceNideo Verification.Intentionally left blank-Services have not been purchased. A 6.2 Video Guard Tour.Intentionally left blank-Services have riot been purchased A 6 3,Video Escort.Intentionally left blank Services have not been purchased. A.6.4. i Assist,Intentionally Vdeo Assl A. . left blank-Services have riot been purchased. A.6.F Video Audit.Intentional) left blank-Services have not been .. - _ .. .. ._ y. -y n purchased, A.6.6.0utdoor Interactive Video Monitoring Services.Intentionally left blank-Services have not been purchased. A.6.7.Managed Video Portal, Intentionally left blank Services have not been purchased. A 6.8.Unaftended Delivery-Alarm Based Video Monitoring. Intentionally left blank-Services have not been purchased. A69,Unattended Delivery--Live Video Monitoring of i _ ... f Process Intentionally left blank-Services have not been purchased. ....... .. .... .. ............. .... A.9.VisionNision with Auditing Intentionally left blank-Service is no longer offered. ...... A.10.Hosted Access.Intentionally left blank-Services have not been purchased A,11.Data Hosting/Storage Services.Intentional) left blank-Service, have y- Services e,not been purchased. } .. _. A.12.Data Hosting/Storage Services Encrypted.Intentionally left blank-Services have;not been purchased, AJ 3. Mobile Security Management("MSM)Services Intentionally left blank-Services have net been purchased. ... A13. Mobile Security Management(°MSM')Services.Intentionally left blank Services have not been purchased A.14. Software Support Services-No Upgrades. Intentionally left blank-Services have not been purchased. A.15, Lynx Network Duress and Emergency Notification System("I Lynx System) In ten dntionally left blank-Lynx System/Services have not been purchased. a A.16 RFID Tracking System("Systern"). Intentionally left blank-RFID Systems have not been purchased. A.17, Mobile Credential Service('Service"), intentionally left blank has not Service -.HID SEOS_ been purchased. A,18.Customer For Life Program("Service"), Intentional) left blank-Service has not been purchased. . g ( ) y _. p aced. I A19,Outdoor Radar Perimeter Protection. Intentionally left blank- has System _. y�, not been purchased. A 20,Self Printing Service. Intentionally left blank-Service has not been purchased. _........................... ............. ..,...... .. A.21.Audio Enabled Devices. Intentionally left blank-Equipment has not been purchased. A.22.Proactive Health Services. Intentionally left blank-Services have not been purchased. A,23.Automated Notification. Intentionally left blank-Services have not been purchased. ..... . A.24.Remold Technical Services Intentionally left blank-Services have not been purchased A 25.Anyvision Devices Intentionally left blank-Equipment_has riot been been purchased. .... -. ..,._.. _,. . . hasriothasers. � A.26.WhosOnt ocation Service Intentionally left blank-Services have not been purchased. AT Vane Detection System,Intentional) left blank Services p, y y Services have not been purchased. A.28.Alcatraz Cloud Service.Intentionally left blank-Services have not been purchased. A.28.Alcatraz Cloud Service.Intentionally left blank Services have riot been purchased. A.28.Alcatraz Cloud Service.Intentionally left blank Services have riot been a � � W ...__ en purchased, A.29.CloudVue Service Intentionally left blank-Services have not been purchased. A.30.Visual Alarin Verification Service.Intentionally left blank-Services have not been purchased. A.31.Halo Smart Sensor System.Intentionally left blank-System have not been purchased, A 32.Embedded Resource Services Intentionally left blank-Service have not been purchased. A.33.Open Path System('Halo Smart Sensor System").Intentional) left biaink-System or Service have not been purchased. _. y �y � Service ascrd. A.34 Additional,Servick,s.Ifan others i , being y services,Including but not limited to the following,are being furnished under this Agreement,Customer and Johnson Centrals will enter into a separate Rider that will be attached to and incorporated as part of this Agreement:(a)Select Link-Immediate Response Information System(IRIS)(b)Managed Access Control(c) Electronic Article Surveillance(°EAS°)(d)Guard Response Service(e)Radio Frequency Identification("RI ID')(f)Training Services(g)Watchman's Reporting Service, B, Warranty(90-Day). 1. If the transaction type Is,"Direct Sale",any part of the,System(as distinguished from the Firmware/Software)installed under this Agreement,including the wiring, -; e-Form 888OUE01(0712021) Page 5 of 9 (i 2021 Johnson Controls.All(Rights Reserved which proves to be dek.ctive in maternal or workmanship within ninety(90)days of the date of completion of the installation(`Warranty Penod),will be repaired or replaced,at in Johnson Controls'option wth a new or functionally operative part Materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period. Warranty Services will be furnished during Johnson Controls's"Normal Working Hours"(between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Warranty Service performed outside of these hours is subject to additional charges. 2. For"Johnson Controls-Owned"equipmentlsysterns: (a)the equipment/systems are provided"AS IS"and without warranty;and(b)Customer is responsible to maintain such equipmentlsystern in good working order, ... v. 3. The following"Conditions"are not covered by Warranty: (a)damage or extra service time needed resulting from accident., acts of God,lightning strikes,riots,floods,terrorism,acts of War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance not performed by Johnson Controls,or from parts,equipment,accessories,attachments or other devices `r not furnished by Johnson Controls;(I Customer's failure to properly follow operating instructions provided by,lohnson Controls or OEM;(c)adjustments necessitated by misalignment of video cameras,improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s);(d)trouble due to interruption of Internet, telecommunications,and/or electrical service;(o)battery failure;(f)devices designed to fail in protecting the equipment/systern,such as,but not limited to,fuses and circuit breakers;and (g)System rnodifications/cn,rstomization requested by Customer. If Customer calls Johnson Controls for Warranty Service and Johnson Controls'representative finds that one of the "Conditions"has led to the inoperability,or apparent inoperability of the Equipment/System or any component,Johnson Controls may bill Customer for the service call whether or not Johnson Controls actually works on the Equipment/Systern. If repairs are required due to one of the above"Conditions',Johnson Controls will Charge Customer for such work on a time and materials basis at Johnson Controls'then applicable rates for labor and materials. 4. 1 HE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER Eg,OR IMPLIED,WARRANTIES,EXPRESS _. INCLUDING BUT NOT LIMITEDD T0,ANY IMPLIED WARRANT IFS OF OF MERCHANTABILITY OR FITNESS I-OR A PARTICULAR PURPOSE,THE CUSTOMER'S EXCI._USIVE REMEDY WITH RF..SPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING JOHNSON CONTROLS'NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.JOI INSON CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITHOUT LIMITATION,DAMAGES FOR PERSONAL_INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE,Johnson Controls makes no and specifically disclaims all representations or warranties that the services,products,software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity,or will detect the presence of,or eliminate,treat, or mitigate the spread transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19. C. System Requirements,Miscellaneous. 1. Vaults. Customer must ensure that any Customer vault protected by sound or vibration detector systems has the minimum construction characteristics prescribed b the Underwriters'Laboratories,Inc. 2. S stem Testing. Customer must test all detection devices or electronic;equipment accordin to procedures p Y Sys tern g9 P I prescribed by Johnson Controls prior to.setting the alarm system for closed periods end must notity Johnson Controls promptly if such equipment fails to respond to any such test. 3. Familiarization Period. UNLESS CUSTOMER HAS REJECTED THE FAMILIARIZATION PERIOD(EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BYLAW), CUSTOMER AGREES THAT: (a)DURING A FIVE(5)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUIRED BY LAW;AND(b)FOLLOWING COMPLETION OF THE INSTALLATION AND THE COMMUNICA(IONS CONNECTION TO JOHNSON CONTROLS'CMC(AND DURING ANY APPLICABLE EXTENSIONS),JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL NOT,RESPOND TO ANY ALARM SIGNAL_RECEIVED AI THE JOHNSON CONTROLS'CMC FROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZAI ION PERIOD,CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION 10,AND WILL_NOT,NOTIFY ANY AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON CONTROLS RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT, 4, Special Equipment Requirements, If Customer requires Installation or service of equipment in areas inaccessible without the use of lifts or cranes,or if non-standard conditions at the Customer site require special equipment for installation or service,Customer will provide such equipment, j or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides Initial training to Customer on use of the equipment installed at the i time of installation. Thereafter,Customer may purchase additional training in one-hour increments at Johnson Controls'then current rate. C. Site Preparation,Intrusion and Restoration. Unless otherwise noted herein,Customer is responsible for providing: (a)any necessary electric current,(b)an outlet with In 10 feet of an alarm control panel,(c)telephone connections,(d) network drops,and(o)any required conduit,Wremold,or other raceway,(Ft any required IP address assignments,and(g)additional network software licensing. The installation of the equipmer lsystem may necessarily require cutting,bolting or fastening into Customer's floors,walls and/or ceilings. Johnson Controls shall not be responsible for any expenses related to intrusion,mold,fungi,bacteria,wet/dry rot,patching,floor or wall finishing,or paint,tile,carpet or wallpaper matching,restoration or replacement resulting from installation or service of the j equipment/system. 7. Battery Powered Devices,Customer understands that any battery-powered motion detectors,smoke detectors,door and window contact transmitters and other detection sensors installed/serviced Linder this Agreement require batteries to operate.THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE AI-ARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED. It is Customer's sole responsibility to maintain and replace any batteries. Customer shall carefully read and follow the owner's manual,instructions and warnings for all such equipment and regularly Inspect the sensors for dirt and dust buildup and test the sensors weekly to help maintain continued operation.8.Customer is solely responsible for the establishment,operation,maintenance,access,security and other aspects of its computer network("Network")and shall supply Johnson Controls 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"Date")prior to receiving the service or products. 7.Closed Circuit Television CCTV Nideo F ui me ._ .... ... ....... nt Intentionally left _ _._. .,, .e_,._. „. .... (` ) _q p y Equipment has been purchased. 8.New York City Fire System Intentionally left blank.—covered system is not installed in NYC .., e .., . D.Electronic Media,Personal Information,Consent to Call,T-ext or Ernai( 1 Electronic Media.Either party may scan,fax,email,image,or otherwise convert this Agreement into an electronic format of any type or form,now known or developed in the future.Any unaltered or unadulterated copy of this Agreement produced from such an electronic format will be legally binding upon the parties and equivalent to the original for all purposes,including litigation.Johnson Controls may rely upon Customer's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise.2.Personal Information.Customer represents and warrants that Customer has obtained all consents and has the right to(a)disclose to Johnson Controls all personal information disclosed hereunder concerning individualslemployeeslor other third parties including all information contained in Customer's Emergency Call List("ECL");(b)permit Johnson Controls to collect(including consent to record I telephone conversations with Johnson Controls},use,disclose and transfer such personal information;and(c)expressly authorizes Johnson Controls to use such personal information to r administer the relationship and the agreement between Customer and Johnson Controls,including,but not I united to,contacting Customer personnel at the telephone numbers and/or email j addresses provided.(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to set/confirm a service/installation appointment;and/or(ii)to provide information or offers about products and services of interest to Customer.Customer acknowledges and agrees that Johnson Controls may share all such Information with its parents, subsidiaries,affiliates and itsltheir successor corporations or any subcontractor or assignee,within and outside the country in which the Customer is located and thereby subject such information to the laws of such countries. I E.Limitation of Liabilit.1.Johnson Controls na not an insurer.The arnountU Johnson Controls charges y s < � s ryes Customer are not Insurance premiums.Such charges are based upon the value of the Services,System and Equipment provided and are unrelated to the vane of Customer's property,the property of others located in Customer's premises,crafty risk of loss on Customer's premises,2.Johnson Controls'services,systems and equipment do not cause and cannot eliminate occurrences of the events they are Intended to detector avert.Johnson Controls MAKES NO GUARANTY OR WARRANTY,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,THAT THE SERVICES,SYSTEM OREQUIPMENT SUPPLIED WILL.DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THEREFROM.Accordingly,Johnson Controls and Its suppliers do not undertake any risk that Customers person or property,or the person or property of others,may be subject to injury or loss If such an event occurs. The allocation of such risk remains with Customer,not John son Controls nor its suppliers.Insurance,if any,covering such risk shall be obtained by Customer.Neither of Johnson Controls nor its suppliers shall have any liability for loss,damage or injury due directly or indirectly to events,or the consequences therefrom,which the System or Services are Intended to detect or even.Customer shall look exclusively to its Insurer and riot to Johnson Controls or its suppliers to pay Customer in the event of any such loss,d amage or injury.Customer releases and waives for itself and Its Insurer all subrogation and other rights to recover from Johnson Controls and its suppliers arising as a result of paying any claim for loss,damage or injury of Custorner or another person. 3.If notwithstanding the provisions of this Section E,Johnson Controls and/or one or more of its suppliers are found liable for loss dam age or injury under any legal theory due to a failure of the Services,System or Equipment in any respect,the liability of Johnson Controls and its suppliers shall be limited to a sum equal to 10%of the Annual Service Charge or$1,000, whichever is greater,as agreed upon damages and not as a penally,as Customer's sole remedy. This will be the scle rernedy because it is impractical and extremely difficult to determine the actual damages,if any,which may result from Johnson Controls'or its suppliers'failure to perform any of its obligations under this Agreement, If Customer requests,Johnson Controls { may assume greater liability by attaching a Rider to this Agreement stating the extent of Johnson Controls'additional liabil it,y and the additional charges Customer will pay for Johnson Controls'assumption of such greater liability. However,such additional charges are not insurance premiums and Johnson Controls is not an insurer even if it enters into such a Rider. i 4.The provisions of this Section E shall apply no matter how the Toss,damage or injury or other consequence occurs,even 1f due to Johnson Controls'or its suppliers'performance or re-norm e88oUE01(07/2021) Page 6 of 9 C)2021 Johnson Controls_All Rights Reserved ....... _...-- - -. ... _... _.. , nonperformance of their respective obligations under this Agreement or from negligence,active or otherwise,strict liability,violation of an applicable consumer protection law or an other p' p J gtY, Y kp P Y alleged fault on the part of Johnson Controls,its suppliers,agents or employees. If any other person,Including Custoner')subrogating Insurer,makes any claim or files any lawsuit against Johnson Controls or Its suppliers in any way relating to the Services,System or Equipment that are;the subjects of this Agreement,then Custorner shall indemnify and hold Johnson Controls and its suppliers hanmless from any and all such claims and lawsuits Including the payment of all damages,expenses,costs and attorneys'fees. 5.No suit or action shall be brought against Johnson Controls or its suppliers,agents,employees,subsidiaries,affiliates or parents(both direct and Indirect)more than one year after the incident that resulted in the loss,injury or damage occurred.Except as provided for herein,Johnson Controls'claims must also be brought within one year. Claims not subject to the one year lirmitation include claims for unpaid:(1)contract amounts,(2)change order amounts(approved or requested)and(3)delays and/or work inefficiencies. 6.The provisions of this Section E.shall apply to and benefit Johnson Controls and its agents,employees,contractors,subsidiaries,affiliates,parents(both direct and indirect),vendors,suppliers and affinity marketers. If this Agreement provides for a direct connection to a municipal ponce or fire department or other organization,then that department or other organization may also invoke the provisions of this Section E against any claims due to any failure of such department or organization. Jahumsan Controls and its suppliers are not responsible for the preservation of any computer programs or data and Customer is responsible,for maintaining adequate back-ups. F.Other Charges,Remedies;Termination.1.There may be a service charge=,to Customer for cancelled Installation/service appo intments If Customer cancels less than 24-hours prior to dispatch,or if Johnson Controls'representative is sent to the Customer's premises in response to a service call for false alarm or System malfunction caused by Customer's operation contrary to instructions,failure to close or properly secure a window,door or other protected point,or improper adjustment of monitors or accessory components.21ailure to pay amounts when due is a material breach of this Agreement and shall give Johnson Controls,in addition to any other available rernedies,the right to stop performing any Services and/or withhold further delivery of Equipment and other materials,terminate or suspend any software licenses,and/or terminate this Agreement and to charge interest on the amounts that remain unpaid more than thirty(30)days past the due date specified in the invoice(s) at a crate equal to the lesser of 1.5%per month or the maximum rate permitted under applicable law,until payment is made in full..Customer agrees to pay all costs,expenses and fees of Johnson Controls'enforcement of this Agreement,including collection expenses,court coasts,and attomeys'fees.In the event of Customer's default,the balance of any outstanding amounts will be immediately due and payable. Installation Ch arge(s)are based on Johnson Controls performing the installation with its own personnel.If for any reason installation must be performed by outside contractors,Installation Charge(s)may be subject to revision.3.In addition to any other remedies available to Johnson Controls,Johnson Controls may terminate;this Agreement and disconfinue any Service(s)if(a)Johnson Controls'CMC is substantially damaged by fire or catastrophe or if Johnson Controls is unable to obtain any connections at-privilegesrequired to transmit signals between the Customers premises,,Johnson Controls'CMC or the Municipal 1 Fire or Police Department orother first responder;(b)Customer fails to follow Johnson Controls'recommendations for the repair or replacement of defective parts of the System not covered under the Warranty or OSP Service;(c)Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or System malfunction;(d)in Johnson Controls'sole opinion,the premises in which the System is installed are unsafe,unsuitable,or so modified or altered after installation as to render continuallon of Service(s)impractical or impossible;(e)Johnson Controls is unable to obtain or continue to support technologies,ToleCom Services,Communication Facilities,Equipment or component pads thereof that are discontinued,become obsolete or are otherwise not commercially available;or(f)Customer fails to make payments when due or otherwise breaches this Agreement. �J Johnson Controls will not be liable for any damages or subject to any penalty as a result of any such termination. G.Hazardous Materials For all projects except those involving new construction,Customer represents and warrants that to the best of Customer's knowledge the work site is free of any J hazardous materials.The term"hazarcous materials"includes but is not be limited to asbestos,asbestos-containing material,polychlorinated biphenyl("PCB"),formaldehyde or other potentially toxic or otherwise hazardous material.If any such substance is discovered on the work site,Johnson Controls will not be required to install orservice the Equipment at such site t unless and until Customer certifies the removal or safe containment of such hazardous materials.Customer shall indemnify,defend,and hold Johnson Controls,its officers,directors, agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure of Johnson Controls'employees,contractors,or subcontractors to hazardous materials at the work site;provided,however,that the;foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls. H.Waivers 1.Waiver of JuryTrial.CUSTOMER AND JOHNSON CONTROLS BOTH AGREE TO WAIVE THEIR RICH T TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING cocci i OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO-THIS AGREEMENT.2.Mutual SAFETY Act Waiver,Certain of Johnson Controls'systerns and services have received Certification and/or Designation as Qualified Anti-Terrorism Technologies("OATT")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,.Johnson Controls 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 frorn an activity resulting from an"Act of Terrorism" f as defined in 6 C.F.R.25.2,when OAT have been deployed in defense against,response to,or recovery from such Act of Terro rism. I.Miscellaneous.1 Enforceability�If an of the provisions of this Agreement shall be determined to be Invalid or unenforceable, r.-, _. ._. y p Ag � °eablo,Clne remaining provisions shall remain in full force and effect 2.Paragraph and Section Headings;Captions;Counterparts.The headings and captions contained in this Agreement are inserted for convenience or reference only,arid are not to be deemed part of or to be used in construing this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original,but all such ii separate counterparts shall together constitute but one and the same agreement.3.FARs.Johnson Controls supplies"commercial items"within the meaning of the Federal Acquisition Regulation(FAR),48 CFR Parts 1-53.As to any customer order for a U.S.government contract or funded directly or indirectly with Federal funds,Johnson Controls will comply only with the following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment: 52.219-8;52.222-26;52222-35;52222 36;and 52.222-37.4.Export Control.Customer shall not export or re-export,directly or indirectly,any (I)product or service provided under this j Agreement;(it)technical data;(mil)software;(iv)information;or(v)items acquired under this Agreement to any country for which the United States Government(or any agency thereof) requires an export license or other approval without first obtaining any licenses,consents or permits that may be required a nder the applicable laws of the U.S.or other foreign jurisdictions, Including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall,at its own expense,defend,indemnify and save Johnson Controls harmless from and against all third-party claims,liability,loss or damage(including attorneys'fees and other defense costs), assessed against or suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customer with this Section The obligations contained in this Section shall { survive the termination or expiration of this Agreement. 5.Insurance, Johnson Controls maintains comprehensive General Liability and Automobile Liability Insurance in amounts that meet or exceed:$1,000,000 For incident-$2,000,000 in the aggregate and Worker's Compensation coverage as,required by law.Johnson Controls will not be required to provide a waiver of subrogation In favor of any party,nor will Johnson Controls be requ ired to designate any party as a statutory employer for any purposes.6.Johnson(;ontrols Brand. Without exception, Johnson Controls-branded Signage,including yard signs,window stickers and warning signs vJil remain the property of Johnson Controls and may be removed by Johnson Controls at any time. Customer's right to display Johnson Controls-branded Signage is not transferable and ceases upon termination or expiration of this Agreement.7.Resale.If Johnson Controls is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's properly,It shall remain Customer's property.S.COVID-19 Vaccination Johnson Controls expressly disclaims any requirement,understanding or agreement,express or implied,included directly or incorporated by reference,in any Customer purchase order,solicitation,notice or otherwise,that any of Johnson Controls'personnel be vaccinated against Covid-19 under any federal,state/provincial or local law,regulation or order I applicable to government contracts or subcontracts,including,without limitation,Presidential Executive Order 14042("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation(FAIR)52.223-99("Ensuring Adequate COVID Safety Protocols for Federal Contractors"). Any such requirement shall only apply to,Johnson Controls' personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Johnson Controls. ......... ..... ... .... J.System Software,Network Connections I Any software provided with the System or in connection with the Services is proprietary to Johnson Controls and/or Johnson Controls' supplier(s)and is licensed or sublicersed to Customer on a non-exclusive basis Custorner may not(a)disclose the Software or source node to any third parties,(b)duplicate,reproduce,or copy all or any part of the Software,or(c)use the Software on equipment other than with the designated System whin which i f was furnished.A separate Software License Agreement or End User License Agreement between Johnson Controls and Customer and/or the software publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment is to be connected to CUStorner's computer network("Network"),Johnson Controls will t.imish and Install the software needed to ruin the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall list include modifications to the Network,security,or firewall settings. Customer will supply a TCP/IP Ethernet network address and central processing unit per Johnson Controls specifications for access control system operation. Johnson Controls shall not be responsible for the setup,operation,or maintenance of the Network or Network performance or compatibility Issues, Johnson Controls may assess additional charges,if Johnson Controls is unable to i connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equipment:. 2,Open Source Software,Johnson Controls represents and warrants to the end user of the Systern that,to the extent the System includes any Open Source Software,the internal use and operation of the System by the end user will not create any obligation on the part of the end user under the terms of any Open Source License(i)to rnake any source code or object code available to Third parties,or(it)to license,disclose or otherwise make available to third parties any proprietary software,data or other information,or any associated intellectual property.As used herein,the Cerra"Open Source Software" means any software,program,module,code,library,database,driver or similar component(or portion thereof)that Is royalty free,proprietary software,the use of which requires any contractual obligations by the user such as,without limitation,that software that is subject to,distributed,transmitted,licensed orotheiwise made available under any of the following licenses:GNU General Public License,GNU Library or"'Lesser"Public License,Berkeley Software Distribution(BSD)license(including Free BSD and BSD style licenses),MIT license, e-norm 888OUE01(07/2021) Page 7 of 9 YU 2021 Johnson Controls,All Rights Reserved Mozilla Public License,IBM Public License Apache Software license,Artistic license(e.g,,PERIL),Sun Industry Standards Source License,Sun Community Source License(SCSI-),Intel I Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative,Free;Software Foundation or , similargroup(collectively,"Open Source Licenses"). I K.Force Majeure,Johnson Controls shall not be liable,nor in breach or default of its obligations under this Agreement,for delays,interruption,failure to render services,or any other failure by Johnson Controls to perform an obligation under this Agreement,where such delay,interniption or failure is caused,in whole or in part,directly or indirectly,by a Force Majeure Event, A Torr.,e Majeure Event'is a condition or event that is beyond the reasonable control of,Johnson Controls,whether foreseeable or unforeseeable,including,without limitation,acts of God, severe weather(including but not limited to hurricanes,tornados,severe snowstorms or severe rainstorms),wildfires,floods,earthquakes,seismic disturbances,or other natural disasters, acts or omissions of any governmental authority(including change of any applicable law or regulation),epidemics,pandemics,disease,viruses,quarantines,or other public health risks and/or responses thereto,condemnation,strikes,lock-outs,labor disputes,an increase of 5%or more In tariffs or other excise taxes for materials to be used on the project,fires,explosions or other casualties,thefts,vandalism,civil disturbances,insurrection,mob violence,riots,war or other armed conflict(or the serious threat of same),acts of terrorism,electrical power Outages,interruptions or degradations in telecommunications,computer,network,or electronic communications systerns,data breach,oyber-attacks,ransornware,unavailability or shortage of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable controt of Johnson Controls.If Johnson Controls'performance of the work Is delayed, impacted,or prevented by a Force Majeure Event or its continued effects,,Johnson Controls shall be excused from performance under the Agreement.Without limiting the generality of the foregoing,if Johnson Controls is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event,Johnson Controls will be entitled to extend the relevant completion date by the amount of time that Johnson Controls was delayed as a result of the Force Majeure Event,plus such additional time,as may be reasonably necessary to overcome the effect of the delay.To the extent that the Force Majeure Event directly or Indirectly increases Johnson Controls'cost to perform the services,Customer is obligated to reirnburse,Johnson Controls for Such increased costs,including,without limitation,costs incurred by Johnson Controls for additional labor,inventory storage,expedited shipping fees,trailer and equipment rental fees,subcontractor fees,or other costs and expenses incurred by Johnson Controls in connection with the Force Majeure Event, L.Assignment, This Agreement is riot assignable by the Customer except upon written consent of Johnson Controls first being obtained. Johnson Controls shall have the right to assign this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer. M.Digital Enabled Services,Software and Hosted Software Services. If Johnson Controls provides Digital Enabled Services under this Agreement,these Digital Enabled Services require the collection,transfer and ingestion of building,equipment,system time series,and other data to Johnson Controls'cloud-hosted software tools and applications.Customer consents to the collection,transfer and ingestion and use of such data by Johnson Controls to enable Johnson Controls to provide,maintain,protect and improve the Digital Enabled Services and its products and services.Customer acknowledges that,while Digital Enabled Services generally improve equipment performance and services,Digital Enabled Services do not prevent all t potential malfunction,insure against loss,or guarantee a certain level of performance.As used herein,"Digital Enabled Services"mean services provided hereunder that employ Johnson Controls software and cloud-hosted software offerings and tools("Software")to provide,improve and enable such services. Digital Enabled Services may include,but are not limited to,(a) remote inspection,(b)advanced equipment fault detection and diagnostics,and(c)data dashboarding and system health reporting. Implementation,deployment and Customer use of Software offered under this Agreement shall be subject to,and governed by,Jo hnson Controls'standard terms for such Software and Software related professional services that may be updated by Johnson Controls from time to time at https://www.johiison(,or)trols.tern/tecliterms(collectively,the"Software Terms"), ) Applicable Software Terns are incorporated in this Agreement by reference.Other than the right to use the Software as set forth in the Software Terns,Johnson Controls and its licensors reserve all right,title,and interest(including all Intellectual property rights)in and to the Software and improvements to the Software.Software licensed hereunder is licensed subject le the s Software Terrns and riot sold.If there is a conflict between the other terms herein and the Software Terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement,unless otherwise set forth in the applicable SOW,the following ferias apply to Software that is provided to Customer on a subscr ption basis(i.e.,a time limited license or use right),(each a"Software Subscription"): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available(the"Subscription Start Date")and will continue in effect until the expiration of the subscription term noted In the applicable SOW.At the expiration of the Software Subscription,such Software Subscription will automatically renew for cc nsecutive one(1)year terms(each a"Renewal Subscription Term"),unless either party provides the other party with a notice of non-renewal at least ninety(90)days prior to the expiration of the then-current term. To the extent permitted by applicable law,Software Subscriptions purchases are non-cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance,invoiced on the Subscripfion Start Date and each subsequent anniversary thereof. Invoices are due upon receipt unless otherwise specified on the invoice.Unless otherwise agreed by the parties in writing,the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls'then-applicable list price for that Software offering. Any use of Software that exceeds the scope,metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. N.Privacy.1.Johnson Controls as Processor Where Johnson Controls factually acts as Processorof Personal Data(as defined therein)on behalf of Customer,the terms at r www.johnsonoontrols.com/dpa shall apply.2.Johnson Controls as Controller:Johnson Controls will collect,process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer(for example names,email addresses,telephone numbers)as controller and in accordance with Johnson Controls'Privacy Notice at https://www.johnsoncontrols.coni/privacy. Customer acknowledges Johnson Controls'Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection,processing and transfer.To the extent consent to such collection,processing and transfer by Company is mandatorily required from Customer's personnel under applicable law,Customer warrants and represents that It has obtained such consent. C.Johnson Controls License Information:AL 1498,1499 1500,1501,1502,A-0244,The Security Industry is governed by the rules and regulations of the Alabama Electronic Security Board of Licensors If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd.,Montgomery 36116,(334)264-9388 Fax: 334-264-9332 AK 125516;1058473,5430 Fairbanks Street,Suite 7 Anchorage,AK 99507 AR 0000199,0030740118 Regulated by Arkansas Bd,of Private Investigators&Private Security Agencies,#1 State Police Plaza Dr.,Little Rock 72209,(501)618-8600 A7 ROC281489,18267-0 CA 977249;alarm company operators are licensed and regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 CT 0106099-1-5 DC ECS1327 Ft_F_F20000890,EF20000341,EF0000478 CA LVA002833,LVA205386,L.VUOD4635 tit CT-32427 ID PWC-C-12256-A-4,RCE-33602,128,,34 IL 127001526,128000247,128000246,128000243 I-A 2.4889,1 F489 MA 401- C, MI 3601206912,A-0352,A-0170,3602206914,A-0638,3602206913,A-1058,A-1199 Whitcomb Avenue Madison Heights,MI 48071; MN TS651063 MS 1,5024088,19530-SC NC 846-r CSA,28510-SP-FA/Il 19385-SP-FA/LV,27353-SP-FAILV,19718-SP-FA/LV,24191-SP-FA/1.-V,22850-SP-FNI-V 101 Industrial Drive,Ste 104 Raleigh,NO 27069,(919)788-5320 NJ 34BF00050200,P00451,607013 NM 375283 NV 0077542,1 F459,NY 12000327404,Licensed by NYS Dept of State OH 1 50-18-1052,50-25-1050,50-48-1032,50-57- 1119,53-31-1582 OK AC-67 OR CL.E-322,197010,AC-67 PA Pennsylvania Home Improvement Contractor Registration Number;PA010083 RI 18004,AF-09170 TN ACC1704, ACC1705,ACC1 707,ACC1708,ACC1709,ACC710,ACC1711 TX B00536,4200 Buckingham Road Ste 150,Ft.Worth,TX 76115-Dept of Public Safety,Private Security 5805 N.Lamar Blvd,Austin 78752,ACR-1460 UT 8390557-6 501 VA 11-7587,11-7575,11-7591,11-7573,11-7589,11-7578,2705147765 WA JOHNSCS837N4,19625 62nd Ave South,Ste C112 Kent, 1 WA 98032 WV 050291 The foregoing list shows only those license numbers Johnson Controls Security Sklutions LLC("Johnson Controls")Is required by law to include on marketing materials.A comprehensive list of licenses held by Johnson Controls Is available on wwwJohnsoncontrolocorn. California Customers Only:Upon completion of the installation of the alarm system,the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system.Failure by the licen see,without legal excuse,to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act. G2020 JOHNSON CONTROLS.All rights reserved. e-Form 888OUE01(07/2021) Page 8 of 9 C)2021 Johnson Controls.All Rights Reserved Johnson 0)$"ir(o Controls 4, COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FTWOR'Tld FX 10429501 1-5ZWNBJV ADDITIONAL TERMS AND CONDITIONS DATE:211/2022 Johnson Controls Security Solutions i("Johnson Nrh2o Family Water Park Controls") d1b/a: ("Customer") Donald i-eltzman Customer Billin_q Information CtistamerPrenmses..SqryIce 4200 Buckingham Rd, 9001 Boulevard 26, 9001 Boulevard 26, Fort Worth,_IX 76117-2618 North Richland Hills,I X 76180 North Richland Hills, X 76180 Tele.No.(630)706-5036 Attn: Attn:Frank Perez Tele.No. Tele.No.(817)427 6507 Notwithstanding anything in the Agreement to the contrary,Johnson Controls and Customer agree as follows: .......... Terms and Conditions .. ......... Annual Service Charge—Inifial Term Johnson Controls agrees to honor the Annual Service,Charge for Monitoring Services specified in this Agreement for the Initial Term of the Agreement.Thereafter,the Annual Service Charge may be increased by the increase in the Consurner Price Index for Urban Wage Earners("CIPI-W"),All Items,U.S.City Average for the prior twelve(12)month period or 5%,whichever is less All other teens and conditions of the Agreement,except those expressly hied herein,shall remain in full force and effect. JOHNSON CONTROLS SEC CUSTOMER:.RFT rjQLAJ 110 C Presented by: Accepted By: (SO,1;@ Johnson Contrsf les Re sentativ (Signature of Customer's Authorized Representative) Sales Agent:Donald Holtzman Sales Representative Registration Number(if applicable): (NamePrinted) ATTEST: Date Signed:____ Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord/ Res No e-Form 8880UE01(07/2021) Page 9 of 9 (c)2721 Johnson conools.All Rights Reserved ADDENDUM TO JOHNSON CONTROLS SECURITY SOLUTIONS, LLC COMMERICAL SALES AGREEMENT WITH CITY OF NORTH RICHLAND HILLS,T This Addendum ("Addendum") is entered into between JOHNSON CONTROLS SECURITY SOLUTIONS, LLC., ("Johnson Controls"), a Texas Limited Liability Company, whose principal offices are located at 4200 Buckingham Rd., Fort Worth, TX 76117, and THE CITY NORTH RICHLAND HILLS ("Customer"), whose principal offices are located at 4301 City Point Drive, North Richland Hills, Texas 76180, (the "Agreement") separately referred to as a "party," collectively referred to as the"parties." RECITALS This Addendum is intended to amend and modify the Johnson Controls Commercial Sales Agreement, Scope of Work/Schedule of Protection, and Terms and Conditions e-Form888OUE01 (09/2019) for Estimate No. /- a rMd, datedLh u (collectively the "Agreement") entered into between the parties. This Addendum is attached hereto and hereby incorporated into the Agreement for all purposes incident thereto. I. COMMERCIAL SALES AGREEMENT: The parties hereby agree to amend the Commercial Sales Agreement as follows: Section Il. CHARGES AND FEES; TAXES, b. Services: Section Il, CHARGES AND FEES; TAXES, b. Services. The last sentence of this provision shall be amended to read as follows: b. Services. For termination prior to the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s) rendered prior to termination, 50% of the Annual Service Charge(s) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. II. TERMS AND CONDITIONS: The parties hereby agree to amend and modify the Terms and Conditions as follows: Section A. Services. Subsection A.13. Mobile Security Management (94MSM11) Services, in part, shall be amended to read as follows: To the extent all or any portion of Section A. Services. A.13. Mobile Security Management ( MSM') Services, requires Customer to indemnify Johnson Controls for any losses, damages, liabilities, costs or expenses„ such obligation to indemnify shall applicable law; shall not apply only be to the extent permitted by pp pp y in the event such loss, damage, liability, cast or expense is due to the negligence or willful misconduct of Johnson Controls Addendum to Commercial ales Agreement Estimate No.I—X l [late CA-CONTRACT NO, NRH0007 20211215 Page 1 of 4 _ Johnson Contndm, or any ofits ernp|oyges, ogenbs, officers orrepresentatives; and the parties agree that Customer shall not be under any obligation todefendjohnsonContrm|e or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section A. Services. Subsection A.13. Sub-subsection S. Network Connections and Communications Facilities, in part, shall be amended bo read asfollows: The Johnson Controls' MSM Site Terms will be effective when posted, but shall only apply to Customer tothe extent permitted by applicable law. Customer will be deemed to have accepted any modified Johnson Controls k8SK8 Site Terms tmthe extent such terms are permitted by applicable law and do not conflict with any of the modifications set forth in this Addendum. If there is any conflict between any updated terms by Johnson Controls and this Addendum, this Addendum shall control. To the extent all or any portion of Section A. 9.. requires Customer to indemnify Johnson Controls for any losses, damages, |iobi|ities, costs or expunSee, such obligation to indemnifysha|| only bebothe extent permitted by applicable \m � shall not apply in the event such |noo. damage. |iabi|ity, cost orexpense is due to the negligence or willful misconduct of Johnson Contno|s, or any of its emp|oyeee, agents, officers or representatives; and the parties agree that Customer shall not bm under any obligation hm defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section E. Limitation of Liability. Subsection 3, in part, shall be amended to naod as follows: Notwithstanding the provisions of this Section E. and except in the event of event of gross negligence or intentional misconduct on the part ofJohnson Contro|a, its officers. employees or representatives, if Johnson Controls and/or one or more of its suppliers are found liable for loss, damage or injury under any legal theory due to a failure of the Services, System or Equipment in any respect, the liability of Johnson Controls and its suppliers shall be limited bom sum equal to six (G) times the amount paid for the Annual Service Charge mr $1'OOO. whichever is greahar, as agreed upon damages and notes a penalty, am Customer's sole remedy. Section E. Limitation of Liability. Subsection 4, shall he amended and restated in its entirety as follows: 4. If any other penaon, makes any claim or files any lawsuit against Johnson Controls or its suppliers in any way ne|edin0 to the Services, System or Equipment that are the subjects of this Aonaernmnt' then Customer sha||, to the extent permitted by applicable |avv' ^' \ndemnifvan-- hold Johnson Controls and its suppliers harmless from any and all t such claims and lawsuits including the payment ofall damoges, expenses, costs and reasonable attorneys' fees as authorized by applicable |mw, unless such losses or damages are due to the negligence or intentional misconduct nfJohnson Controls, its oupp|iem, emp|oyeee, offimsns, agents, or representatives. Nothing herein shall require Customer to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify under this section. Section E. Limitation of Liability. Subsection 5, in pad' shall be emended to read as follows: No suit or action for breach of this Agreement shall be brought against Johnson Controls or its oupp|iena, aQents, employees, subsidiaries, affiliates or parents (both direct and indirect) more then hour (4) years after the incident that resulted in the loss, injury or damage' d E t provided Johnson (�ontro|e' claims rnuotalso be oouurne � Except as prov . brought within four (4) years. Claims not subject to the four-year limitation include claims Johnson Controls Addend C ent Estimate oma � CA-CONTRACT NO.NRHOOUr_2O211215 Page 2nf4 for unpaid: (1) contract amounts, (2) change order amounts (approved or requested) and (3) delays and/or work inefficiencies. Section F. Other Charges. Subsection 2, in part, shall be amended to read oofollows: To the extent permitted by applicable |aw. Customer agrees to pay all costs, expenses and fees of Johnson Controls' enforcement of this Aoreement, including collection expenses, court costs, and reasonable attorneys' fees as authorized by applicable law. Section G. Hazardous Materials, in pert, shall be amended to read asfollows: To the extent permitted by applicable law, Customer shall indemn|fv, and hold Johnson Controls, its offioere, direotons, agents, and vendors harmless from any damages, daime, injuries, liabilities resulting from the exposure of Johnson Controls' ennp\oyeam, contnsctorn, or subcontractors to hazardous materials at the work site; pnmvided, hovvever, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson Controls. Notwithstanding any of the foregoing. Customer shall not be under any obligation to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section 1. Miscellaneous. Subsection 4, in part, shall be amended to read as follows: To the extent all or any portion of Section |.. requires Customer to indemnify Johnson Controls for any |omaee. damages, |iabi|ities, costs or expensee, such obligation to indemnify shall only be to the extent permitted by applicable law; shall not apply in the event such |ooe' damage, ||obi|ity, cost or expense is due to the negligence or willful misconduct of Johnson Controls, or any of its emp|oyees, agents, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section K. Force 0Oajeure' in part, shall be amended to read esfollows: Neither party shall be |iob|e, nor in breach or default of its obligations under this Aoneennent, for de|eys, interruption, failure to render sen/inae, or any other failure or acts reasonably outside of their control by that party to perform an obligation under this Agnaenoent, where such de|ay, interruption or failure is ogueed, in vvhn|e or in part, directly orindirectly, by Force K8 jeuna Event. Thepartiesfurtherggneethatonyreferenoetnon|y "Johnsoo {|ontro|s" inthim8eotionK. shall be replaced with the harrn ''either party" or "that party" in the plural or singular nespeotive|y. The last sentence of Section Kis hereby deleted. Section L. Assi0nmnent., shall be amended and restated in its entirety to read as hz||ovvs: Assignment. This Agreement is not assignable by either party except upon written consent of the other party. However, Johnson Controls shall have the right to assign this Agreement to any of its parent companies or affiliates in which it has majority control or which it shares common control. Johnson Controls shall provide Customer with no less than thirty (30) days written notice of any such assignment to g parent company or an affiliate. Section N., Privacy, shall be deleted in its entirety. Johnson Controls Addendum to Commercial em CA-CONTRACT NO.NRH000720211215 Page of All other terms and conditions of the Agreement not amended or modified herein in this Addendum shall remain in full force and effect. The parties hereby agree to the foregoing addendum by evidence of the signature of an authorized representative below. CITY OF NORTH RICHLAND HILLS: JOHNSON CONTROLS SE RITY SOLUTIONS LLC: 7, By: By: et, Mark Hindman, City Manager Name: Title: Date: Date: ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney Johnson Controls Addendum to Commercial alesAgreement Estimate Nol���. Date_L7 A?L CA-CONTRACT NO, NRH000720211215 Page 4 of 4 Johnson * Maintenance Burg Renew q �I1:1111111111. COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FT WORTH,1 X 1-5ZZYV29 DATE:2/1/2022 Johnson Controls Security Solutions LLC("Johnson Nrh2o Family Water Park Controls") dlb/a: Donald Heitzman ("Customer") 4200 Buckingham Rd, Customer Billing Information, Customer Premises Serviced Fort Worth,TX 76117-2616 9001 Boulevard 26, 9001 Boulevard 26, f els.No,(630)706-5036 North Richland Hills,TX 76150 North Richland I Iills,TX 76160 Attn: Attn:Frank Perez Tele.No. Tale.No.(817)427-6507 This Commercial Sales Agreement is between Custorner and Johnson Controls Security Solutions LLC("Johnson Controls")effective as of the date signed by Customer. By entering into this Agreement,Johnson Controls and Customer agree to the Terms and Conditions contained in this Agreement.The Equipment and/or Services,collectively the System(s) covered under this Agreement islare listed in the attached Schedule(s)of Protection f Scope of Work("SOW"), I. THE FOLLOWING DOCUMENTS ARE ATTACHED TO THIS AGREEMENT AND ARE INCORPORATED BY REFERENCE: (a) Hazardous Substance Checklist and Customer Letter (e) State Specific Forms,if applicable(e.g.,local permit applications) (b) Scope of Work/Schedule(s)of Protection (f) Customer Installation Acceptance Form(specific to Equipment/Services purchased) (c) Terms and Conditions (g) If multiple locations,see attached schedule (d) Additional Terms and Conditions II. CHARGES AND FEES;TAXES: a.Equipment Installation,Customer agrees to pay the total Equipment purchase price and/or installation charges set forth in the Scope of Work/Schedule of Protection plus applicable"Fees"and "Taxes"as defined below("Installation Charge").Upon acceptance of this Agreement,Customer will pay to Johnson Controls the Installation Deposit Amount set forth in the Scope of Work/Schedule of Protection. Johnson Controls may invoice Customer for progress billings based upon Equipment and/or System components delivered or stored,and/or Services performed before completion of the System/Equipment installation,activation of the Systern,connection to the Cl or any other Service,(s).All outstanding Installation Charges and/or Fees shall be due and payable upon completion of the Installation of the Equipment/Systerrn and as a precondition to activation of System and,if applicable,connection to Johnson Controls Central Monitoring Center("CMC")or any other Service(s). Any changes in the Statement of Work/Schedule of Protection made by the Customer after execution of this Agreement trust be agreed to by Johnson Controls and Customer in writing and may be subject to additional charges,fees and/or taxes.Any equipment ordered by Customer by e-mail or telephone order shall be subject to terms and conditions of the Agreement and may be subject to shipping,handling,and/or restocking fees.Until Customer has paid Johnson Controls the Installation Charge and Fees,and Taxes in full,Customer grants to Johnson Controls a security Interest in the Equipment and all the proceeds thereof to secure such payment. I Services.Customer agrees to pay Service Charges per annurn set forth in the Scope of Work/Schedule of Protection(the"Annual Service Charges"),payable in advance on a(n)Annual hasis Plus applicable Taxes for 9 year(s)(the'Initial Term")effective from the date such Service is operative under this Agreement..After the Initial Term this Agreement shall automatically renew on a/an Annual basis.Johnson Controls will provide Customer with notice of any adjustments in the Charges,Fees and/or Taxes applicable to the ran ewal period no later than forty-five(45)days prior to the commencement of the renewal period.Unless terminated by either party upon written notice at least thirty(30)days prior to the anniversary date,the adjusted Charges,Fees and/or Taxes Wll be the Charges,Fees and/or Taxes for the renewal period. Johnson Controls shall have the right to Increase Annual Service Charge(c)after one(1)year and may increase prices upon notice to Customer to reflect increases in material and labor costs,For termination prior to the end of the Initial Term,Customer agrees to pay,in addition to any outstanding Fees and charges for Service(s)rendered prior to termination 90%of the Annual Service Charge(s)remaining to be paid for the unexpired tenn of the Agreement as liquidated damages but not as a penalty. c.Other Charges. Customer agrees to pay any assessments,taxes,fees or charges imposed by any governmental body,telephone,communication,or signal transmission company such as false alarm,permitting or connection fees,or administration fees or service charges assessed by Johnson Controls related to AHJ requirements and/or changes to applicable laws,the need to reprogram alarm confrols/devices to comply with area code,signal transmission,numbering or other changes relating to the installed Equipment and/or Service(s)provided under this Agreement("Fees"), Customer is solely responsible to pay all applicable sales,use and/or similar taxes imposed by any taxing or governmental authority on the Equipment,Sys tern and/or Services provided hereunder ("Taxes")unless Customer provides to Johnson Controls a valid tax exemption certificate authorized by an appropriate taxing authority. If Customer fails to provide a valid tax exemption certificate, Customer shall remain liable for the payment of any such Taxes until paid in full. d.Invoicing. Invokes are due upon receipt unless otherwise specified on the invoice.Disputed invoices must be identified in writing within twenty-one(21)days of the date of invoice.Payment of any disputed amounts is due and payable upon resolution.Payment is a condition precedent to Johnson Controls obligation to perform Services under this Agreement.(Charges for Equipment and material covered by this Agreement do not include any amounts for changes in tariffs,duties or other similar charges imposed and/or enacted. Ili. ENTIRE AGREEMENT;CUSTOMER ACCEPTANCE: This Agreement,together with all of Its written Amendments,Ridem,Scope of Work arid/or Exhibits,constitutes the entire agreement between the Custorner and Johnson Controls relating to the subject mutter hereof and supersedes any prior or contemporaneous oral or written agreements and understandings. 1-he terms aind conditions of this Agreement will prevail over any conflicting,inconsistent or additional tennis and/or conditions contained in any purchase order,agreement,or other document issued by Customer.In signing this Agreement,Customer is not relying on any advice,advertisements,or oral representations of Johnson Controls and agrees to be bound to the terrrrs and conditions contained in all the pages of the Agreement.Customer agrees that any representation,promise,condition,inducement or warranty,express or implied,not included In this Agreement will not be binding upon Johnson Controls,and that the terms and conditions in this Agreement apply as printed without alteration or qualification,except as specifically modified by a written agreement signed by Johnson Controls and Customer. Any changes in the Statement of Work or scope of the work requested by the Customer after the execution of this Agreement may result in additional cost to the Customer and any such changes/additions must be authorized in a writing signed by both the Customer and Johnson Controls. Customer's failure to accept and sign this Agreement within ninety(90)days of the date shown above may result in price'increases.Custorner acknowledges that:(a) Johnson Controls has explained the full range of protection,equipment,and services available to Customer;(b) additional protection over and above that provided herein is available and may be obtained from Johnson Controls at an additional cost to the Customer;(c)Customer desires and has contracted for only the Equipment and/or Service(s)Itemized in this Agreement;(d)the[equipment/Service(s)specified in this Agreement are for Customer's oven use and not for the benefit of any third party;((.',) Customer owns the premises in which the Equipment is being installed or has the authority to engage Johnson Controls to carry out the installation in the premises;and(fl Customer will comply with all laws,codes and regulations pertaining to the use of the Equipment/Service(s). ATTENTION IS DIRECTED TO THE WARRANTY, LIMIT OF LIABILITY AND OTHER CONDITIONS CONTAINED IN THE SECTIONS ENTITLED "TERMS AND CONDITIONS" AND "ADDITIONAL TERMS AND CONDITIONS". THIS AGREEMENT REQUIRES FINAL APPROVAL OF A JOHNSON CONTROLS AUTHORIZED MANAGER BEFORE ANY EQUIPMENTISERVICES MAY BE PROVIDED,IF APPROVAL IS DENIED,THIS AGREEMENT WILL BE TERMINATED AND JOHNSON CONTROLS ONLY OBLIGATION TO CUSTOMER WILL BE TO NOTIFY CUSTOMER OF SUCH TERMINATION AND REFUND ANY AMOUNTS PAID IN ADVANCE. [Signature Follow on Next Page] e-f-orrn 88e0urt01(0712021) Page 1 of 10 2021 JcMnson Controls.All Rights Reserved ., *a C1x w-1 E". r_.) I Controls COMMERCIAL SALES AGREEMENT TOWN NO, CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-Ft WORF11,TX 1-5ZZYV29 IF MAINTENANCE SERVICE IS DECLINED,CUSTOMER MUST INITIAL IF A 5-DAY FAMILIARIZATION PERIOD IS REQUESTED,CUSTOMER MUST INITIAL, HERE HERE JOHNSON CONTROLS SECURITY SOLUTIONS LLC CUSTOMER: �Vn&—we xr-11;.it-1r, �Presented b�� __ � wAeaepted By:s ,Is s Ropr esPntafiv - (Signature of Customer's Authorized Representative) Sales Agent:�Donald Holtzman Sales Reprasentatv__§_e —_t.an Number(if app liaaal (N_am_e...-Printed) __........._.__._.__.___ Title: Date Signed:. _ CUSTOMER APPROVAL: Please check the applicable box indicating Customer Purchase Order(PO)Requirements: ❑No PO Required El Single PO Required for Initial Terra ❑Annual PO Required ❑ANSC PO Required Yearly ANSC=Annual Service Charge [Remainder,of Page Left Intentionally Blank] ATTEST: Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No ae-Form 8880.lE01(07r2021) Page Z of 10 v)2021 Johnson Controls.All Rights Reserved J 1— ohnson Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-FT WORTH,TX 1-5ZZYV29 SCOPE OF WORK/SCHEDULE OF PROTECTION IV. SCOPE OF WORK I SCHEDULE OF PROTECTION("SOW"):Johnson Controls agrees to install or cause to be installed the Equipment and furnish the Service(s),collectively,the System, on the terms and conditions set out in this Agreement. A. Ownership of System and/or Equipment:Direct Sale(equipment to become property of the Customer upon payment of Installation Charges and Fees in full). B. Services to be Provided("Services") Alarm monitoring and Notification Services: Burglar Alarm Monitoring PROVIDED,Sole Path Celluar Monthly Timer Test Services PROVIDED Video Surveillance Services No Service Selected Managed Access Control Services: DataSource Access with Open and Close Logging PROVIDED Video Equipment: No Service Selected Maintenance Service Plan;Preventive Maintenance/Inspection: Expert Maintenance PROVIDED I Inspections NOT PROVIDED Additional Services: Mobile Security Management Service PROVIDED C. Equipment to be Installed("Equipment"): Johnson Controls will install,or cause to be insisted,the Equipment(or equivalent),asset forth in this SOW in Customer's designated facility(ies). As used herein,"installation"rneans:(i)affixing all Equipment and materials provided by Johnson Controls at such locations within the facility(ies)as are designated by Customer;(ii)providing and pulling cables/wires required to connect the Equipment to Customer's Communications Facilities and making such connections;(iii),in the cascara Digital Communicator installation, mount Equipment and plug into RJ31X phone jack previously installed by CuStOrner;(iv)In the case of radio installation,mount radio Equipment and program Equipment with number furnished by Customer (v)providing and installing software/firmware required by the Equipment;(vi)performing testing as required to establish that the Johnson Controls Equipment is connected,is functioning according to its specifications,and is communicating over Customer's Communications Facilities;and(vii)providing User-level training to Customer's designated representative in the use of such Equipment. ........... Qty Product Name Location 1 This item identifies the estimate as Standard and NOT PART of Technology Refresh of older I ech D. CHARGES AND ESTIMATED TAX: I Installation Charge: Installation Charge Amount: $0.00 Estimated Tax(es): $0L00 TOTAL INSTALLATION CHARGE: $0.00 Installation Deposit Amount: $0,00 ............................... 2. Annual Service Charge: .... ............. ...... Annual Service Charge Amount: $1,600.00 Estimated Tax(es): $132.00 TOTAL ANNUAL SERVICE CHARGE: $1,732,00 Tax value shown is estimated and may differ from the actual tax value that will be on the invoice, E. Scope of Work:This Section is intended for installation use only. Any language cx)ntalned in this Section that attempts to modify the Terms and Conditions of this Agreement shall be void and of no effect. Contact Information:Frank Perez fperez@NRH20.com don heltzman 214 448 6285 System Operation:Renewal ONly renew the customer Test and send all signals Programming Info:Program the systryie appropriate to the customer Site Conditions:Existing stie Existing Equipment:Dismantle the existing Gall radio and install the new one Customer Expectations:Work hours are from 8am-5pm Monday-Friday Training Expectations:technician on site will train the customer General Comments,No special skills or permits Customer Responsibilities I Johnson Controls Exclusions:Customer is responsible for providing access to the site and for providing 120 VAC for the panel and the cell communicator Documentation bleeds:No close out dOCUernants required Contract Notes- e-Form 888CUE01(07/2021) Page 3 of 10 c)2021 Johnson Controls.All Rights Reserved TERMS AND CONDITIONS.. .. ... TERMS AND CONDITIONS .................. ..._. V Customer and Johnson Controls agree as follows A.Services. A.1.Central Station Signal Receiving< ion("Alarm Monitoring")Services 1 If an alarm signal registers at Johnson Control .ectavin and Notification g') �g ,g� . T alarm monitoring center("CMC"),Johnson Controls ) will endeavor to notify the appropriate Police or Fire Department and if required by local Saw,the Customer's designated representative,. If a burglar alarm signal or fire signal registers at Johnson Controls'CMC,Johnson Controls at its sole discretion may endeavor to cx>ntact the Customer's premises by telephone to verify that the alarm is not false.Failing to contact the Customer promptly or questioning the nature of the response received upon such contact,Johnson Controls shall endeavor to notify the appropriate Police/Fire Department. If a supervisory or trouble signal registers at Johnson Controls'CMC,Johnson Controls will endeavor to notify the Customer's designated representative.2.If Customer has purchased alarm monitoring service that requires Police,Fire,Guard Response,or Medical Emergency Response/Notification or Two Way Voice monitoring services and such an alarm is received at Johnson Controls'CMC,then Johnson Controls may,in its sole discretion,endeavor either(a)to contact Customer and/or anyone Customer has identified as having authority to act on Customer's behalf on Customer's Emergency Contact List("ECL_")by telephone or Two Way Voice communication,or(b)use video or audio feed from Customer's prennises to confirm that r the alarm is not false.If Johnson Controls fails to contact Customer or someone on Customer's ECL or,i f Johnson Controls questions the response received ufxan such contact,then Johnson Controls will endeavor to notify the appropriate Police/Fire Department or other emergency response provider.If Guard Response Service is being provided,Johnson Controls will, for an alarm that requires Police response,endeavor to dispatch a Johnson Controls Representative to make an investigation of the exterior of the premises from his/her vehicle and,upon j evidence of an attack,Johnson Controls will endeavor to notify the appropriate Police Department.JOHNSON CONTROLS WILL.NOT ARREST OR DETAIN ANY PERSON,Customer agrees that Johnson Controls will have no liability pertaining to the recording(or failure to record)or publication of any Two Way Voice communications,Internet,or other Video recordings or the quality of such recordings,if any.3.If Supervisory Alarm or Trouble Alarm monitoring services are purchased(or if such services are actively programmed into the System)and such j an alarm is received by Johnson Controls,Johnson Controls will endeavor to notify Customer's designated representative.4. If Customer has identified persons on Customer's ECL authorized to act on Customer's behalf,Johnson Controls will endeavor to contact such persons before Johnson Controls endeavors to notify the Police/Fire Department,5,The System may not operate with other companies'alarm monitoring equipment.If Customer cancels any Services,this incompatibility may prevent Customer from continuing to use the System. Customer understands that local Caws,ordinances or governmental policies may restrict and/or limit Johnson Controls'ability to provide alarm rnonhoring and notification services and/or necessitate modified or additional services and expense to Customer.Customer understands that Johnson Controls may employ any number of current or future industry-recognized measures to help reduce occurrences of false alarm signal activations.These measures may include,but are not limped to,implementation of industry-recognized default settings on alarm j panels including those authorized under ANSI-SIA CP-01-2000;default settings for"swinger shutdown"of specific alarm zones;implementation of"partial clear time bypass"procedures at Johnson Controls' CMC;and/or other similar measures employed by Johnson Controls periodically in Johnson Controls'sole discretion.THESE MEASURES CAN RESULT IN NO ALARM SIGNAL BEING SENT FROM AN ALARM ZONE IN CUSTOMER'S PREMISES AFTER T HE INITIAL ACTIVATION UNTIL CUSTOMER MANUALLY RESETS THE ALARM SYS FEM.6. 1 Customer understands that,upon receiving notification that a fire or carbon monoxide signal has been received by Johnson Controls,the Police,Fire Department or other responding authority may forcibly enter Customer's premises.7.Alarm Verification Services.Intrusion detection/burglar alarm equipment may require activation of two sensors,or a second activation of 1 a single sensor,or activation of a continuous alarm event from a single sensor to meet the requirements of local laws,ordin ances or other requirements of the Police Department.Customer is solely responsible for operating on-premises bypass or switch units to disconnect or reconnect the alarm sounding or transmitting equipment.B.5-Day Familiarization Period.If Customer has requested a 5-day"Familiarization Period"following completion of installation,and if needed,an extension period to enable Customer to become familiar with the system operation, j then during this Familiarization Period Customer agrees that If any signal(including an alarm signal)of any nature registers at Johnson Controls'CMC,Johnson Controls will not:respond to any signals,or endeavor to notfy any authorities,Customer,or Customer's designated representative(s),or undertake any other action with regard to any signal,whether or not due to an t actual emergency event.9.Direct Connection Service.If such service is available/required in Customer's location a"Direct Connection"may be made to the Customer's Municipal Police, Fire Department,or other agency,and signals transmitted by the System will be monitored directly by such Municipal Police,Fire Department,or other agency personnel(collectively, "Municipal Personnel"),none of wtrom are agents of Johnson Controls.Johnson Controls does not assume any responsibility or I lability for the manner in which such signals are monitored or the response,if any,made by such Municipal Personnel to such signals.10,Parallel Protection Service.If Customer chooses a Johnson Controls approved cellular back-up service, alarm signals may be transmitted to Johnson Controls'CMC frorn Customer's premises over cellular communications network if Customer's primary telephone service is interrupted. 2.Communication Facilities, ... A (a)Authorization.To facilitate Johnson Controls'ability to provide Service under thi s Agreement,Johnson Controls may make requests for information service,or equipment in any respect on behalf of Customer to Dustomer's telephone service provider,wireless carrier,or other entity providing communication facilities or services for Transmission of alarm signals(the"TeleCo").(b)Digital Communicator,if a Digital Communicator is used to connect to Johnson Controls'CMC,Customer will provide a connection through a telephone jack to Customer's TeleCo service as required to operate the Systems,Equipment,or to provide the Service.Such connection will be electrically first before any other telephone I or Customer equipment,and will to located within 10 feet of the alarm/control panel.Johnson Controls will provide such connection at Customer's request and expense.(c)General. JOHNSON CONTROLS'RECEIPT OF ALARM SIGNALS,ELECTRONIC DATA,VOICE DATA OR IMAGES(COLLECTIVELY,"ALARM SIGNALS")FROM THE EQUIPMENT OR SYSTEM INSTALLED IN CUSTOMER'S PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS JOHSON CONTROLS CMC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELECO SERVICE 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 TELECO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED T'0 NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS,OR INSTABILITY OF SIGNAL QUALITY.CUSTOMER UNDERSTANDS T HAL SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELECO SERVICES SUCH AS SOME TYPES OF DSL,ADSL,VOIP,DIGITAL PHONE,INTERNET PROTOCOL BASED PHONE OR OTHER INTERNE(INTERFACE-TYPE SERVICE OR RADIO SERVICE,INCLUDING CELLULAR,WIRELESS OR PRIVATE RADIO,OR CUSTOMER'S PROPRIETARY TELECOMMUNICATION NETWORK,INTRANET OR IP-PBX,OR OTHER THIRD-PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED,MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES,IF: (1)THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS(THE BATTERY BACK-UP FOR JOHNSON CONTROLS'ALARM PANEL DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELECO SERVICE);OR(2)ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL.. CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS WILL ONLY(REVIEW TFIE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER'S TELECO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELECO SERVICE'S DATA FORMAT AFTER JOI INSON CONTROLS'INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELECO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JOHNSON CONTROLS'CMC.IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELECO SERVICE IS COMPATIBLE,JOHNSON CONTROLS WILL.PERMIT CUSTOMER TO USE ITS TELECO SERVICE AS THE PRIMARY METHOD OF TRANSMI 1-ITNG ALARM SIGNALS,ALTHOUGH CUSTOMER UNDERSTANDS THAT JOHNSON CONTROLS RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JOHNSON CONTROLS'CMC REGARDLESS OF THE TYPE OF IEL.F..CO SERVICE USED.CUSTOMER ALSO LJNDERSTANDS I HAT IF JOHNSON CONTROLS DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S I ELECO SERVICE IS,OR LATER BECOMES,NON-COMPATIBLE,OR IF CUSTOMER CHANGES TO ANOTHER TELECO SERVICE THAT IS NOT COMPATIBLE,THEN JOHNSON CONTROLS WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JOHNSON CONTROLS AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM T 0 JOHNSON CONTROLS'CMC,JOHNSON CONTROLS Will NOT PROVIDE FIRE OR SMOKE:ALARM MONITORING FOR CUSTOMER BY MEANS OTHER 1 HAN AN APPROVED TELECO SERVICE AND CUSTOMER UNDERSTANDS THAT TT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELECO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL.FIRE ALARM STANDARDS AND LOCAL,FIRE CODES,CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE,IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELECO SERVICE IS INTERRUPTED,AND THAT JOHNSON CONTROLS MAY N0T BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON-APPROVED TELECO SERVICE,CUSTOMER ACKNOWLEDGES TI IAT ANY DECISION TO USE A NON-APPIROVi::D TELECO SERVICE AS THE METHOD FOR'TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND'THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE,INVOLVEMENT,INPUT,RECOMMENDATION,OR ENDORSEMENT ON THE PART OF JOHNSON CONTROLS.CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAIN YAINING ACCESS TO AND USE OF THE NON APPROVED TELECO SERVICE FOR CONNECTION-1-0 THE ALARM MONITORING I EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELECO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED,IS INTERFERING WITH,OR BLOCKING THE CONNECTION. A.3.1 Enhanced Maintenance Service Plan. Intentionally left blank-Services have not been purchased. A,3,2 Expert Maintenance Service Plan("Expert Maintenance"). 1 If Expert Maintenance is purchase rf Johnson Controls will provid e e and bear the expense of maintenance/repair of the 1 covered Equipment for issues related to normal wear and tear.The following are not covered under Expert Maintenance and any requested service will be provided on a time and materials z basis:(a)window foil,(b)security screens,(c)product installed contrary to OEM specifications,(d)exterior wiring,(a)programming changes,(f)software updates/upgrades,unless I Software Support Services are purchased,(g)consumables such as batteries and printer supplies,and(h)"Conditions"not covered by Warranty shown below, Customer shall pay ftor any { e-Forrn 8B80LJR01(07/2021) Page 4 of 10 r`�2021 Johnson Controls.All Rights Reservers ... _ -_. . _.,, ... a ., , ...... ... related labor and/or materials for such work at Johnson Controls then applicable rates Additional charges May apply for service requiring the use of a lift Johnson Controls'obligation to i perform Expert Maintenance service relates solely to the covered Equipment. 2. If Expert Maintenance is not purchased prior to the expiration ofthe Equipment Warranty,Johnson Controls will provide such Expert Maintenance only after inspecting the Equipment to be covered and making any necessary repairs or replacements to bring the Equlpmentl,ystem into compliance with,Johnson Controls'specifications and/or the standards set by applicable law. 3. Expert Maintenance vAll be furnished during Johnson Controls'"Normal Working Hours" (between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Expert Maintenance performed outside of these hours is subject to additional charges. Provision of Expert Maintenance is conditioned upon the continued availability of system components/parts from the original equipment manufacturer("OEM"). A.3.3 Optimum Maintenance Service Plan. Intentionally left blank Services have not been purchased. A.3.4 Essential Maintenance Service Plan Intentionally left blank-Services have not been purchased. AA. Testingllnr _. .. ...._..... A . .. . pections Service(T(I). Intentionally left blank-Services have not been purchased. ,., ........,...... ., _. .......... ........... ........ ......_............. . _... . A.5.Investigator Response Service. Intentionally left blank-Services have not been purchased. ................... . A.6.Select View Managed Video Services/interactive Video Monitoring Services.Intentionally left blank Services have riot been purchased. A.6.1.Video/Audio Alann Verification Servic;/Video Verification.Intentionally left blank-Services have not been purchased. A.6.2.Video Guard four.Intentionally left blank-Services have not been purchased. A.6.3.Video Escort,Intentionally left blank Services have not been purchased. A.6....... o Assist.Intentional ._ _.._.-. . . ally left blank Services have not been purchased. A.6.5.Video Audit.Intentionally left blank-Services have not been purchased. A 6.6,Outdoor Interactive Video MonitoringServices.Intentional/ left blank-� y Services have not been purchased. ..... A.6.7.Managed Video Rental. Intentionally left blank-Services have not been purchased. A.6.8.Un attended . _ g. Intentionally _ _ _._ ,,,, Delivery -Alarm Based Video Monitoring. Intenflenally left blank-Services have not been purchased A.6.9.Unattended Delivery—Live Video Monitoring of Process-Intentionally left blank-Services have not been purchased. A.9.VisionNision with Auditing.Intentionally left blank-Service is no longer offered. A.10.Hosted Access.Intentionally left blank Services have not been purchased. �... ._..__,. w. �.... . ._ A.11.Data Hosting/Storage Services.Intentionally left blank-Services have not been purchased. A.12.Data Hosting/Storage Services Encrypted.Intentionally left blank-Services have not been purchased. A.13,Mobile Security Management("MSM")Services. 1.Account Activation Required;Additional Terms and Conditions.To activate any web-based features,Custornerwnll receive a welcome letter for the MSM site("MSM Site")and on initial login,will acknowledge the website terms of use("MSM Site Ferms"). All of Customer's employees,agents,and personnel using j the System('"Users")are subject to the terms and conditions of the Agreement as modified by this Rider,in addition to the M SM Site Terms. At the time of account activation and when addinglmodifying Customer Users,Customer shall identify such Customer Users as:(a)Adrnin User-Admin rights grant the ability to add and control other users as well as to configure and edit notifications.Has access to both the intrusion controls arid video systems within a site or multiple sites;or(b)Standard User-User with limited access to the MSM Sy stem.Rights are only granted by the Admin user to access intrusion controls and/or video within a site or multiple sites.Does not have the ability to configure and edit notifications."Master User"rights shall be retained by Johnson Control:;and shall be used only oil an as needed basis to provide technical support and maintenance service to Customer 2.Mobile Security Management. Customer assumes full responsibility for:(a)the placement,location,direction and presence of the Equipment and any components(whether or not furnished by Johnson Controls)such as, cameras,recording,peripheral or other devices (each,a"Device");(b)the recording,transmission,transfer or other use of any images/data captured by the System;(c)the manner of Customer's use of the Systern or any image or data captured/generated;(d)operating,setting,arming,disarming,viewing,configuring,modifying,reviewing and controlling the System and � any associated systems e.g.,thermostats,heating/air conditioning systems,lighting systems,doors,garage doors,fans,blinds,shutters,locks,appliances,of cetera connected to the System;(e)complying with all applicable laws related to Customer's use and operation of the System;(f)providing compatible Internet connectivity,computers,PDA's or other interface devices,If applicable,to enable Customer to use the System;and(h)User's access to and use of the System.Customer shall,and shall cause its Users to,fully comply with all laws governing the placement,presence,operation and use of the System and any data,photographs,images,five and archived video/audio feeds/recordings(collectively,"Recordings") captured by or generated by the System.The System is Intended to be used only in conjunction with Johnson Controls'central station burglar alarm monitoring service and not as a separate/stand-alone alarmlintrusion event detection system. CUSTOMER SHALL DEFEND,INDEMNIFY,AND HOLD JOHNSON CONTROLS,ITS AFFILIATES,AND SUPPLIERS HARMLESS FROM ANY DAMAGES,LIABILITIES AND COSTS OR EXPENSES OF ANY KIND ARISING OUT OF ANY THIRD PARTY CLAIMS RELATED TO CUSTOMER'S USE OF THE SYSTEM AND RECORDINGS, 3.Transmissions;Security Risks.In providing the Services,Johnson Controls,its third party suppliers("Suppliers'),orafflliated companies or their agents,employees,or directors(for purposes of this Section 3,collectively,"Johnson Controls"):(a)Johnson Controls may transmit,record,store,provide and/or receive unencrypted data, i Recordings,e-mails and text messages('Transmissions")via the Internet and/or store such Transmissions in facilities located outside the United States,and(b)Johnson Controls cannot and does not warrant,assure,or guarantee the integrity,accuracy,confidentiality,or security of any Transmission of or from unauthorized or unexpected use,disclosure,corruption, interception or other improper act(collectively,"Security Risks").Customer hereby assumes,releases and discharges Johnson Controls of and from and shall upon demand indemnify and j hold Johnson Controls harmless from all Security Risks and any and all loss,damage and liability caused by the Security Risks,If Johnson Controls stores any Transmissions on Customer's behalf,Johnson Controls cannot and does not warrant,assure or guarantee the length of time such Transmissions will be stored. Customer is responsible for all Internet i Service Provider and telecommunication charges incurred by Customer to facilitate its use of the System including any Transmissions to Johnson Controls. Customer is solely responsible for determining the capture/record settings on the Devices e.g.,frequency and quality of Recordings,Such settings may affect the volume of Transir ,ions Customer is able to store and the fees charged to Customer for data hosting/sterage.Johnson Controls shall have no liability whatsoever for the content of the Transmissions or failure of the System to transmit signals and/or data regardless of(1)the cause of such transmission failure;(2)whether Johnson Controls had knowledge of or should have had knowledge of any such failure or the content of any such Transmissions;and/or(3)whether Customer has paid Johnson Controls for any such Services.Customer acknowledges that the use of radio frequencies,cellular devices,and wireless equipment may be regulated and controlled by the Federal Communications Commission in the United States and/or the Canadian Radio television and Telecommunications Commission in Canada and changes In rules,regulations and policies may necessitate Johnson Controls'discontinuance of any Services including the transmission of data.The System may include or be configured by Customer to provide:(a)supplementary e-inall or text-message notifications(collectively,a"Supplementary Alarm Notice")of certain alarm signal events received by Johnson Controls'alarm monitoring center(the"Cl from the System(each an"Alarm Event Signal`);and/or(b)e-mail or text-message notifications(collectively,an "Electronic,Notice")of certain non-alarm signal events,such as changes-of-state of the System,or the occurrence or non-occurrence of certain events capable of detection the System ("Non-Alarm Event"),In order to receive and review a Supplementary Alarm Notice and/or an Electronic Notice,Customer must provide valid email addresses and telephone numbers,and i e-mail or text-message software that is compatible with the System's e-mail and text-message protocol.Any additional or updated software,hardware or service or any adjustments or repairs to Customer's e-mail,text-message or Internet systern,service or devices required to assure such compatibility will be obtainer/by Customer at Customer's expense,There may be times when a Supplementary Alarm Notice and/or an Electronic Notice will not be transmitted by the System or received by Cuctorner or a Supplementary Alarm Notice and/or an Electronic Notice may be impaired or interrupted by conditions or circumstances beyond Johnson Controls'control,e.g.,telecom municaflon failures,intermittent signals,interference,,or areas without i telecommunication network signals,Internet failures,computer viruses or problems with Internet service providers.Johnson Controls does not make any representation or warranty concerning the dellverabillty,quality,readability,reliability,firrreliness,privacy or security of any Supplementary Alarm Notice and/or Electronic Notice,Further,Supplementary Alarm Notice(s)may be transmitted by Johnson Controls and received by Customer before the CMC has received and responded to the related Alarm Event Signal,ACCORDINGLY, U.JSTOMER SHOULD NOT ENTER AND CUSTOMER SHOULD PREVENT OTHERS FROM ENT FIRING CUSTOMER'S PREMISES AFTER CUSTOMER OR ANYONE ON CUSTOMER'S EMERGENCY CONTACT LIST I-AS RECEIVED A SUPPLEMENTARY ALARM NOTICE OF A BURGLARY,PANIC,DURESS OR ANY OTHER ALARM EVENT SIGNAL i HAT MIGHT INDICATE AN INTRUDER HAS ENTERED CUSTOMER'S PREMISES WITHOUT BEING ACCOMPANIED BY THE POLICE OR A LICENSED SECURITY OFFICER. CUSTOMER FURL HER UNDERSTANDS AND ACKNOWLEDGES THAT Johnson Controls WILL NOT(A)CONTACT ANYONE ON CUSTOMER'S EMERGENCY CONTACT LIST,OR (B)SEND THEM A SUPPLEMENTARY ALARM NOTICE UN IL,IN EACH CASE,THIRTY(30)MINUTES AFTER RECEIVING A PANIC OR DURESS ALARM EVENT SIGNAL FROM CUSTOMER'S ALARM EQUIPMENT,4,Johnson Controls will use reasonable care In the installation and,if purchased,the maintenance of the System.However,In light of the inherent e-Form 8880LJE01(0712021) Page 5 of 10 C�2021 Johnson Controls.All Rights Reserved and unpredictable nature of radio waves,radio wave interference,Inconsistencies with broadband or Internet service,risk of hulnan error,and the inherent possibilities of mechanical, electrical or other deficiencies or limitations in electronic equipment and software,,Johnson Controls cannot and does not guarantee or warrant the effective or uninterrupted availability of the Services or use of the Equipment in connection therewith. 5.Customer acknowledges that it has no contractual relationsh is with Johnson Controls'Suppliers,and Customer is not a third party beneficiary of any agreement between Johnson Controls and its Suppliers,including but not limited to any third party network service providers("NSP")who provide voice,data or Internet services to Johnson Controls or its Suppliers.Customer understands and agrees that an NSP shall have no legal,equitable,or other liability of any kind to Customer, 6.Johnson I Controls does not warrant and,Johnson Controls will not provide warranty service(whether under the standard Limited Warranty or any Extended Limited Warranty/Quality Service Plan)for the batteries contained in any Device/Equipment or the replacement thereof.Customer shall test the System and batteries periodically to determine whether the batteries are charged and operating properly.Johnson Controls further does not warrant and will not provide warranty service for any part of the System natal ned independently by Customer or serviced/modified by j Customer or any third party.Johnson Controls IS NOT RESPONSIBLE FOR TIME OPERATION,MAIN TENANCE,REPAIR OR REPLACEMENT OF ANY EQUIPMENT/DEVICES NOT PROVIDED BY Johnson Controls AND EXPRESSLY DISCLAIMS ANY AND ALL,WARRANTIES OR LIABILITIES OF ANY KIND OR NATURE.WITI I RESPECT TO ANY SUCH EQUIPMENT/DEVICES.Any additional equipment or replacement,not covered by warranty,ordered by Customer to be drop shipped to Customer,will be provided Touch equipment is j available at the time ordered and will be billed at Johnson Controls'then-prevailing price for such equipment,(plus shipping,handling,and any applicable sales tax)for such equipmentlreplacement, Custorner's installation and use of any such equipment shall be subject to the terms of the Agreement rand this Rider.7.IF THE SERVICES ARE TERMINATED: (A)JOHNSON CONTROLS WILL NO LONGER PROVIDE(1)ANY SUPPLEMENTARY ALARM NOTICE:OR ELECTRONIC NOTICE,OR(II)LIMITED/EXTENDED WARRANTY OR REPAIR OR REPLACEMENT SERVICES FOR CUSTOMER'S EQUIPMENT,(B)CUSTOMER WILL.NO LONGER BE ABLE TO USE OR MONITOR THE EQUIPMENT OR ANY RECORDINGS AND SUCH RECORDINGS THEN STORED BY JOHNSON CONTROLS WILL.BE,IN THE NORMAL COURSE OF JOHNSON CONTROLS'BUSINESS,PERMANENTLY I REMOVED FROM JOFINSON CONTROLS'SYSTEM(S),AND(C)ANY AUTOMATIONS,SCHEDULES,SUPPLEMENTARY ALARM NOTICES AND ELECTRONIC NOTICES SET UP THROUGH THE JOHNSON CONTROLS MSM SITE WILL NO LONGER BE AVAILABLE TO CUSTOMER.ALL Z-WAVE DEVICES THAT HAVE BEEN INSTAL.L.ED ON OR AROUND THE CUSTOMER'S PREMISES MAY STIL...FUNCTION,IF CUSTOMER PURCHASES A LOCAL Z-WAVE REMOTE CON FROL.DISCONTINUANCE OF THE SERVICES WILL.NOT AFFECT THE ABILITY OF THE ALARM EQUIPMENT TO COMMUNICATE WITH THE CMC UNLESS THE MONITORING SERVICE PROVIDED UNDER THE.AGREEMENT HAS ALSO BEEN DISCONTINUED,REGARDLESS OF WHAT IS STATED ABOVE,CUSTOMER MAY NOT TERMINATE ANY SERVICE PROVIDED UNDER THE AGREEMENT DURING THE TERM OTHER THAN AS EXPRESSLY PERMITTED IN THE AGREEMENT. 8.A number of factors in Customer's premises are outside of Johnson Controls'control such as lighting conditions,power outages,interference from other electrical equipment,Internet service issues such as download speed or interruptions or failure of Internet service.Such factors can affect Customer's ability to view and record/capture datafimages.Johnson Controls makes no representations,promises or warranties with regards to and that Customer has reviewed and found acceptable the placement,image quality,resolution,clarity,color or other viewing attributes of any camera or recording devices furnished by or installed by Johnson Controls. ..,_._ _.. ...._ . ....._. -,........,... ...... , ... _, _. _.....,..,,.. 9.Network Connections and Communications Facilities,Johnson Controls'provision of the Services requires cellular data,broadband arid/or DST-Internet,networked devices such as computers,personal digital assistants,cellular telephones/devices,routers and network connectivity(individually and collectively referred to as a"Network"anchor"Network Devices')that is 1 compatible with the System.Johnson Controls will configure the settings on the System to work with Customer's Network and Network Devices.Johnson Controls will not alter Customer's Network,Network Devices,or firewall or security settings.Johnson Controls is not responsible for the setup,operation,maintenance or compatibility of Customer's Network or Network Devices orcommunication facilities. Customer Is solely responsible for any telecommunications or other connectivity charges(including SMS charges)Incurred as a result of using the Services.Customer shall be solely responsible for resolving any disputes with any telephonelinternet service;company related to same.The speed and quality of remote video viewing is directly dependent upon the speed and quality of Customer's Network and Network Devices used wth the Equipment.Johnson Controls is not responsible for performance issues or failures resulting from the Network,Network Devices or any hardware,software or other service provided by Customer for use with the Services including,without limitation,Internet latency,local area networks and non-conforming or non-compatible Network Devices or software.Customer may incur additional charges if the Network information Customer provides to Johnson Controls is incomplete or inaccurate or,if at the time of installation,Customer's Network connectivity is not available or Customer's Network is incompatible with the Equipment and such occurrence results in Johnson Controls spending excess time or re-scheduling appointments to complete the installation.Customer is responsible for purchasing,at Custorer's expense, any equipment required to connect the Equipment to Customer's Network including,without limitation,a router and any network switches needed for Johnson Controls to complete the installation of the Equipment and Customer's utilization of the Services.Requests for service or support should be made to Johnson Controls at 800-289-26 47,Johnson Controls will retain the ability to remotely access Customer's Equipment and System for maintenance purposes and in order to expedite installation in connection with new Customer location service requests, j Use of certain System features requires Customer to:(a)have access to the Internet and an e-mail or text-message address;and(b)accept and continue to accept the Johnson Controls' MSM Site Terms and any other terms and conditions required for access to and use of the Johnson Controls'MSM Site,as such terms and renditions may change from time to time,and(c) obtain valid User Identifications,passwords,and/or personal identification codes("PIC(s)")to access the Johnson Controls'MSM Site.The Johnson Controls'MSM Site Terms may be updated or modified by Johnson Controls from time to time at its sole discretion and without notice to Customer.Changes to the Johnson Controls'MSM Site Terms will be effective when posted.Customer agrees to review the Johnson Controls'MSM Site Terms periodically to be aware of any changes.Customer will be deemed to have accepted any modified Johnson Controls MSM Site Terms h Custorer continues to use the Johnson Controls MSM Site after such modified terms have been posted.Customer may have the option to remain logged onto the;Johnson Controls'MSM Site from Customer's PDA or other equipment for an extended period.Persons who obtain access to Customer's Network and Network Devices while it is logged onto the Johnson Controls'MSM Site,may be able to view the images and data contained on or transmitted to the Johnson Controls'MSM Site,Custorer Is solely responsible for I the security of Customer's PICs,Network and Network Devices or other equipment used to log onto the Johnson Controls'MSM Site.Customer releases Johnson Control,and its Suppliers from and shall upon demand indemnify and hold Johnson Controls and its Suppliers harmless from any loss,damage or other liability arising from any person obtaining access to Customer's personal and private information through Customer's Network,Network Devices or other equipment used to log onto the Johnson Controls'MSM Site, A.14. Software Suppo r Services-No Upgrades. Intentionally left blank-Services have not been purchased. A.15. Lynx Network Duress and Emergency Notification System("Lynx System"), Intentionally left blank Lynx System/Services have not been purchased A.16. RFID Tracking System("System"). Intentionally left blank-RFID Systems have not been purchased I A.17.1IID SEOS Mobile Credential Service „ervice" Intentionally left blank-Service `" ("Service"). Intentia y oe has not been purchased A.18.Customer For Life Program("Service'), Intentionally left blank-Service has riot been purchased. A.19.Outdoor Radar Perimeter Protection. Intentionally left blank-System � m has not been purchased. A 20.Self Printing Service. Intentionally left blank-Service has not been purchased. A.21.Audio Enabled Devices, Intentionally left blank-Equipment has not been purchased. A.22.Proactive Health Services. Intentionally left blank Services have nest been purchased. A.23.Automated Notification Intentionally left blank-Services have riot been purchased. A.24 Remote Technical Services.Intentionally left blank-Services have not been purchased a An vision Devices.Intentionally left blank--Equipment has not been purchased. A.26.WhosOnLracation Service.Intentionally left blank-Services have not been purchased. A.27 Vase Detection System.Intentional/ left blank .. p y y -Services have not been purchased. A.28 Alcatraz Cloud Service.Intentionally left blank Services have not been purchased. A 28 Alcatraz Cloud Service,Intentionally left blank-Services have not been purchased. A.28.Alcatraz Cloud Service Intentionally left blank Services have not been purchased. A.29.CloudVue Service Intentionally left blank-Services have not been purchased A.30.Visual Alarm Verification Service.Intentionally left blank-Services have not been purchased. A.31.Halo Smart Sensor System.Intentionally left blank-System have not beer)purchased, r e-Form 888OUE01(0712021) Page 6 of 10 2021 Johnson Controls.All Rights Reserved A 32..Embedded Resource Services.Intentionally left blank Service have not been purchased. �.. _.. .... .,.. I A.33.Open Path Systern("Halo Smart Sensor System"),Intentionally left blank-System or Service have not been purchased. .. .,,,.....,......,.. . A.34.Additional Services.If any other services Including but not limited to the following,are being furnished under this Agreement Customer and Johnson Controls will enter into a separate Rider that will be ahaohed to and incorporated as part of this Agreement:(a)Select Link-Immediate Response Information System(IRIS)(b)Managed Access Control(c) Electronic Article Surveillance("EAS")(d)Guard Response Service(e)Radio Frequency Identification("RFID")(f)Training Services(g)Watchman's Reporting Service. B. Warranty(90-Day). 1. If the transaction type is`Direct Sale', _.n_. _....__... from gre .di � - - any parC of the System(as distinguished from the Firmware/Software)installed under this Agreement including the oaring � which proves to be defective in material or workmanship within ninety(90)days of the date of completion of the installation("Warranty Period"),will be,repaired or replaced,at in Johnson Controls'option with a new or functionally operative par(. Materials required to repair or replace such defective components will be furnished at no charge during the Warranty Period, Warranty Services W11 be furnished during Johnson Controls's"Normal Working Hours"(between 8:00 A.M.and 4:30 P.M.Monday through Friday,except holidays). Warranty Service performed outside of these hours is subject to additional charges. 2. For"Johnson Controls-Owned"equiprnent/systerns: (a)the equipment/systems are provided"AS IS"and without warranty;and(b)CUStOrmer is responsible to maintain such equipment/system in good working order. 3. The following Conditions"are not covered by Warranty: a damage or extra service time needed resLilting from accidents acts of God,II htriin ,strikes,riots,floods,terrorism, ,. w.. g" y (�) g g acts of War,alteration,misuse,tampering or abuse,adjustments,repairs or maintenance not performed by Johnson Controls,or from parts,equipment,accessories,attachments orotherdevices I not furnished by Johnson Controls;(b)Customer's failure to properly follow operating instructions provided by Johnson Controls or OEM;(c)adjustments necessitated by misalignment of video cameras,improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s);(d)trouble clue to Interruption of Internet, telecommunications,and/or electrical service;(e)battery failure,(f)devices designed to fail in protecting the equipment/system,such as,but riot limited to,fuses and circuit breakers;and (g)System modifications/custornization requested by Customer If Customer calls Johnson Controls for Warranty Service and Johnson Controls'representative finds that one of the "Conditions"has led to the inoperability or apparent inoperability of the Equipment/System or any component,Johnson Controls may bill Customer for the service call whether or not Johnson Controls actually works on the Equipment/System. If repairs are required due to one of the above"Conditions",Johnson Controls will charge Customer for such work on a time and materials basis at Johnson Controls'then applicable rates for labor and materials. ..... .......... .. ...-._._ .,. ,_... .._. , ........ 4. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,ANY IMPLIED WARRANT IES OF MERCHANTABILITY OR FITNESS FOR A PAR I ICULAR PURPOSE,THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPEC r 1-0 ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER,INCLUDING JOHNSON CONTROLS'NEGLIGENCE,IS REPAIR OR REPLACEMENT AS SPECIFIED ABOVE.JOHNSON CONTROLS WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE,INCLUDING WITI OUT LIMITATION,DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY,HOWEVER OCCASIONED,WHETHERALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY JOHNSON CONTROLS OR NEGLIGENCE OF JOHNSON CONTROLS OR OTHERWISE.Johnson Controls makes no and specifically disclaims all representations or warranties that the services,products,software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity,or will detect the presence of,or eliminate,treat„ or mitigate the spread transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19. C. System Requirements,Miscellaneous, 1. Vaults Customer must ensu.rre that any Customer vault protected by sound or vibration defector systems has the minimum construction characteristics prescribed by the Underwriters'Laboratories,Inc, 2. System Testing. Customer must test all detection devices or other electronic equipment according to procedures prescribed by Johnson Controls prior to setting the alarm system for closed periods and must notify Johnson Controls promptly if such equipment fails to respond to any such test. 3. Familiarization Period, UNLESS CUSTOMER HAS REJECTED TE IE FAMILIARIZATION PERIOD(EXCEPT WHERE A FAMILIARIZATION PERIOD IS REQUIRED BYLAW), I CUSTOMER AGREES THAT: (a)DURING A FIVE(,5)DAY FAMILIARIZATION PERIOD,OR SUCH PERIOD AS IS REQUIRED BY LAW;AND(b)FOLLOWING COMPLETION OF THE 1 INSTALLATION AND THE COMMUNICATIONS CONNECTION TO JOIiNSON CONTROLS'CMC(AND DURING ANY APPLICABLE EXTENSIONS),JOHNSON CONTROLS HAS NO OBLIGATION TO,AND WILL.NOT,RESPOND TO ANY ALARM SIGNAL RECEIVED AT THE JOHNSON CONTROLS CMC FROM CUSTOMER'S PREMISES DURING SUCH FAMILIARIZATION PERIOD,CUSTOMER ALSO AGREES THAT DURING SUCH PERIOD JOHNSON CONTROLS HAS NO OBLIGATION-10,AND WILL NOT,NO-T IFY ANY l AUTHORITIES,CUSTOMER,OR A PERSON ON CUSTOMER'S EMERGENCY CONTACT LIST,OR TAKE ANY OTHER ACTION WITH REGARD TO ANY ALARM SIGNAL JOHNSON 1 CONTROLS RECEIVES,EVEN IF DUE TO AN ACTUAL EMERGENCY EVENT. 4. Special Equipment Requirements, If Customer requires installation or service of equipment in areas inaccessible without the use of lifts or cranes,or if non-standard conditions at the Customer site require special equipment for installation or service,Customer will provide such eq uipment, or will reimburse Johnson Controls for any applicable charges or fees. 5. Training Services. Johnson Controls provides Initial training to Customer on use of the equipment installed at the time of installation. Thereafter,Customer may purchase additional training in one-hour increments at Johnson Controls'then current rate. 6. Site Preparation,Intrusion and Restoration. Unless otherwise noted herein,Customer is responsible for providing: (a)any necessary electric current,(b)an outlet with in 10 feet of an alarm control panel,(c)telephone connections,(d) s network drops,and(e)any required conduit,wiremold,or other raceway,(f)any required IP address assignments,and(g)add itional network software licensing. The installation of the equipment/system may necessarily require cutting,bolting or fastening into Customer's floors,walls and/or ceilings. Johnson Controls shall not be responsible for any expenses related to intrusion,mold,fungi,bacteria,wet/d rot,patching,floor or wall finishing,or paint,tile,carpet or wallpaper matchin restoration or replacement resulting from installation or service of the I g ry P g, g, p p9, p 9 equipment/system. 7. Battery Powered Devices.Customer understands that any battery-powered motion detectors,smoke detectors,door and window contact transmitters and other detection sensors installed/serviced under this Agreement require batteries to operate.THESE BATTERY-POWERED DETECTION SENSORS WILL NOT OPERATE,AND THE ALARM WILL NOT SOUND,IF THE BATTERY ENERGY LEVEL OR CHARGE IS LOW,OR DEPLETED, It is Customer's sole responsibility to maintain and replace any batteries. Customer shall carefully read and follow the owner's manual,instructions and warnings for all such equipment and regularly inspect the sensors for dirt and dust buildup and test the sensors weekly to help maintain continued operation.8.Customer is solely responsible for the establishment,operation,maintenance,access,security and other aspects of its computer network("Network")arid I shall supply Johnson Controls 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. 7.Closed Circuit Television("CCTV')Nideo Equipment. Intentionally left blank-no CC1 VNideo Equipment has been purchased 8.New York City Fire System Intentionally left blank.-covered system is not installed in NYC D.Electronic Media;Personal Information,Consent to Call Text or Email.1 Flectronic Media.Either party may swan,fax,email,Image,or otherwise convert this Agreement into arr electronic format of any type or form,now known or developed in the future.Any unaltered or unadulterated copy of this Agreement produced front such at electronic format will be legally binding upon the parties and equivalent to the original for all purposes,including litigation.,Johnson Controls may rely upon Custom er's assent to the terms and conditions of this Agreement,if Customer has signed this Agreement or has demonstrated its intent to be bound whether by electronic signature or otherwise.2.Personal In for rmation.CuStomer represents and warrants that Customer has obtained all consents and has the right to(a)disclose to Johnson Controls all personal information disclosed hereunder concerring l individuals/employees/or other third parties including all Information contained In Customer's Emergency Call List("ECi(b)permit Johnson Controls to collect(including consentto record r, telephone conversations with Johnson Controls),use,disclose and transfer such personal information;and(c)expressly authorizes Johnson Controls to use such personal information to administer the relationship arid the agreement between Cusforner and Johnson Controls,including,but not limited to,contacting Customer personnel at the telephone numbers and/oremail addresses provided(i)using SMS,text,prerecorded messages,or automated calling devices to deliver messages to setfconfirm a service/installation appointment;and/or(k)to provide information or offers about products and services of interest to Customer.Customer acknowledges and agrees that Johnson Controls may share all such information with its parents, subsidiaries,affiliates and its/their successor corporations or any subcontractor or assignee,within and outside the country in which the Customer is located arid thereby subject such Information to the laws of such countries. E.Limitation of Liability,1.Johnson Controls is not art insurer.The amounts Johnson Controls charges Cust t insurance premiums,Such charges are based upon the value omen are no I �' rue of the Services,System and Equipment provided and are unrelated to the value of Customer's property,the property of others located in Customer's premises,or any risk of loss on Customer's premises.2.Johnson Controls'services,systems and equipment do not cause and cannot eliminate occurretnces of the events they are intended to detect or avert.Johnson Controls MAKES NO GUARANTY"OR WARRANTY,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,TI]AT THE SERVICES,SYSTEM OR EOUIPMENT SUPPLIED WILL DETECT OR AVERT SUCH EVENTS OR THE CONSEQUENCES THE:RE::FROM.Accordingly,Johnson Controls and its suppliers do not undertake any risk that Customer's person or property,or the person or property of others,may be subject to injury or loss T such an event occurs. The allocation of such risk remains with Customer,not Johnson Controls nor its suppliers.Insurance,if any,covering such risk shall be obtained by Customer.Neither of Johnson Controls nor its suppliers shall have any liability for loss,damage or injury due directly or indirectly to events,or the consequences therefrom,which the Sy stem or Services are intended to detect or avert.Customer shall I look exclusively to its insurer and not to Johnson Controls or its suppliers to pay Customer in the event of any such loss,damage or injury.Customer releases and waives for itself and its insurer all subrogation and other rights to recover from Johnson Controls and its suppliers arising as a result of paying any claim for loss,damage or injury of Customer or another person. e-roan 8880LJE01(07/2 021) Paige 7 of 10 dU 2021 Johnson Controls.All Flights Reserved 3.If notwithstanding the provisions of this Section E,Johnson Controls and/or one or more of Its suppliers are found liable for loss damage or Injury under any legal theory due to a failure of the Services,System or Equipment in any respect,the liability of Johnson Controls and its suppliers shall be limited to a sure equal to 10%of the Annual Service Charge or$1,0007 whichever is greater,as agreed upon damages and not as a penalty,as Customer's sole remedy. This will be the sole remedy because it is impractical and extm.nrnely difficult to determine i the actual damages,if any,which may result from Johnson Controls'or its suppliers'failure to perform any of its obligations under this Agreement, If Customer requests,Johnson Controls Judy assume greater liability by attaching a Rider to this Agreement stating the extent of Johnson Controls'additional fool ity and the additional charges Customer will pay for,Johnson Controls'assurnption of such greater liability. However,such additional charges are,not insurance premiums and Johnson Controls is not an insurer even if it enters into such a Rider, 4.The provisions of this Section E shall apply no rnatter how the louts,damage or injury or other consequence occurs,even if due to Johnson Controls'or its suppliers'performance or i nonperformance of their respective obligations under this Agreement or from negligence,active or otherwise,strict liability,violation of any applicable consumer protection law or any other alleged fault on fine part of Johnson Controls,its suppliers,agents or employees. If y other person,including Customer's su3rogating insurer,makes any claim or files any lawsuit against Johnson Controls or its suppliers in any way relating to the Services,System or Equipment that are the subjects of this Agreement,then Customer shall indemnify and hold Johnson Controls;and its suppliers,harmless from any and all such claims and lawsuits including the payment of all damages,expenses,costs and attorneys'fees. 5.No suit or action shall be brought against Johnson Controls or its suppliers,agents,employees,subsidiaries,affiliates or parents(both direct and indirect)more than one year after the incident that resulted in the loss,injury or damage occurred.Except as provided for herein,Johnson Controls;claims must also be brought within one year. Claims not subject to the one- year limitation include claims for unpaid:(1)contract amounts,(2)change order amounts(approved or requested)and(3)delays and/or work inefficiencies 6.The provisions of this Section E shall apply to and benefit Johnson Controls and its agents,employees,contractors,subsidiaries,affiliates,parents(lx)th direct arid indirect),vendors,suppliers and affinity marketers. If this Agreement provides for a direct connection to a municipal police or fire department or other organization,then that department or other organization may also Invoke the provisions of this Section E against any claims due to any failure of such department or organization. Johnson Controls and its suppliers are not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. F Other Charges,Remedies,Termination,1 There may be a service charge to Customer for cancelled installation/service appo intment if Customer cancel or t s le,,.,than 24-hours prior to j dispatch,or if Johnson Controls'representative is sent to the Customer's premises in response to a service call for false alarm or Systern malfunction caused by Customer's operation contrary to instructions,failure to close or properly secure a window,door or other protected point,or improper adjustment of monitors or accessory components.2.Fallure to pay amounts when due is a material broach of this Agreement and shall give Johnson Controls,in addition to any other available remedies,the right to stop performing any Services and/or withhold further delivery of Equipment and other materials,terminate or suspend any software licenses,and/or terminate this Agreement and to charge interest on the amounts that remain unpaid more than thirty(30)days past the due date specified in the invoices) at a rate equal to the lesser of 1.5%per month or the maximum rate permitted under applicable law,until payment is made in full..Customer agrees to pay all costs,expenses and fees of Johnson Controls'enforcement of this Agreement,including collection expenses,court costs,and attorneys'fees.In the event of Customer's default,the balance of any outstanding amounts will be immediately due and payable. Installation Ch arge(s)are based on Johnson Controls performing the installation with its own personnel.If for any reason installation must be performed by outside contractors,Installation Charges)may be subject to revision,3.In addition to any other remedies available to Johnson Controls,Johnson Controls may terminate this Agreement and discontinue;any Service(s)if(a)Johnson Controls'CMC is substantially damaged by fire or catastrophe or if Johnson Controls is unable to obtain any connections or privileges required to transmit signals between the Customer's premises,Johnson Controls'CMC or the Municipal { Fire or Police Department or other first responder;(b)Customer fails to follow Johnson Controls'recommendations for the repair ar replacement of defective parts of the System not covered under the Warranty or OSP Service;(c)Customer's failure to follow the operating instructions provided by Johnson Controls results in an undue number of false alarms or Systern malfunction;(d)in Johnson Controls'sole opinion,the premises in which the System is installed are unsafe,unsuitable,or so modified or altered after installation as to rendercentinuation of Service(s)impractical or impossible;(e)Johnson Controls is unable to obtain or continue to support technologies,TeleCom Services,Communication Facilities,Equipment or component j parts thereof that are discontinued,become obsolete or are olheri not commercially available;or(f)Customer fails to make payments when due or otherwise breaches this Agreement. i Johnson Controls will not be liable for any damages or subject to any penalty as a result of any such termination. G.Hazardous Materials For all projects except those Involving new construction Customer represents and warrants that to the best of Customer's knowledge the work site is free of any hazardous materials.The term"hazardous materials"includes but is not be limited to asbestos,asbestos-containing material,polychlorinated biphenyl("PCB"),formaldehyde or other potentially toxic or otherwise hazardous material.If any such substance is discovered on the work site,Johnson Controls will not be required to install or service the Equipment at such site unless and until Customer certifies the;removal or safe containment of such hazardous materials.Customer shall indemnify,defend,and hold Johnson Controls,its officers,directors, agents,and vendors harmless from any damages,claims,injuries,liabilities resulting from the exposure of Johnson Control: employees,contractors,or subcontractors to hazardous materials at the work site;provided,however,that the foregoing provision will not apply when It has been determined that such hazardous materials were brought to the work site by Johnson Controls. . PTrial,CUSTOMERANDJOHNSO. � ._.. H.Waivers.1.WaiverofJur y N CON fROLS BOTH AGREE T0 E WAIVE Tl IEIR RIGHT TO A JURY TRIAL IN ANY LEGALRO(;FFDING ARI SING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED-TO THIS AGREEMENT,2,Mutual SAFETY Act Waiver.Certain of Johnson Controls'systems and services have received Certification and/or Designation as Qualified Anfi-Terrorism Technologies("OA-1 T")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(a),to the maximum extent permitted by law,Johnson Controls 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" i as defined in 6 C.F.R.25.2,when GATT have been deployed in defense against,response to,or recovery from such Act of Terrorism. _. ,..,,... „ .... ... .......... _ .......... ... .... .... ... .. ...... 1.Miscellaneous 1 Enforceability.If any ofthe provisions of this Agreement shall be determined to be invalid or unenforceable,the remaining provisions shall remain in full force and effect 2.Paragraph and Section Headings;Captions;Counterparts.The headings and captions contained in this Agreement are inserted for convenience or reference:only,and are not to be deemed part of or to be used in construing this Agreement.This Agreement may be executed in any number of counterparts,each of which shall be deemed to be an original,but all such separate counterparts shall together constitute but one and the same agreement.3.FARs.Johnson Controls supplies"commercial items"within the meaning of the Federal Acquisition Regulation(FAR),48 CFR Parts 1-53.As to any customer order for a U.S.government contract or funded directly or indirectly with Federal funds,Johnson Controls will comply only with the following mandatory flow-downs for commercial item subcontracts pertaining to Utilization of Small Business Concerns,Equal Opportunity,Affirmative Action,and Veterans Employment: 52.219-8;52.222-26;52.222-35;52,222-36;and 52,222-37,4.Export Control.Customer shall not export or re-export,directly or indirectly,any: (i)product or service provided under this Agreement;(ii)technical data;(iii)software;(iv)information;or(v)items acquired under this Agreement to any country for which the United States Government(or any agency thereof) requires an export license or other approval without first obtaining any licenses,consents or permits that may be required u rider the applicable laws of the U.S.or other foreign jurisdictions, including the Export Administration Act and Regulations and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall,at its own expense,defend,indemnify and save Johnson Controls harmless from and against all third-party claims,liability,loss or damage(including attorneys'fees and other defense costs), assessed against or suffered by Johnson Controls as a result of an allegation or claim of noncompliance by Customer with this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement. 5,Insurance. Johnson Controls maintains comprehensive General Liability and Automobile Liability Insurance in amounts that meet 1 or exceed:$1,000,000 per incident-$2,000,000 in the aggregate and Worker's Compensation coverage as required by law.Johnson Controls will not be required to provide a waiver of subrogation in favor of any party,nor will Johnson Controls be required to designate any party as a statutory employer for any purposes.5.Johnson Controls Brand. Without exception, Johnson Controls-branded Signage,including yard signs,window stickers and warning signs will remain the property of Johnson Controls and may be removed by Johnson Controls at any time. Customer's right to display Johnson Controls-branded Signage is not transferable and ceases upon termination or expiration of this Agreement.7,Resale,If Johnson Contra Is is connecting to a previously installed existing system,to the extent the previously installed existing system is Customer's properly,it shall remain Customer's property.8.COVID.19 Vaccination.Johnson Controls expressly disclaims any requirement,understanding or agreement,express or implied,included directly or incorporated by reference,in any Customer purchase order,solicitation,notice or otherwise,that any of Johnson Controls'personnel be vaccinated against Covid-19 under any federal,state/provincial or local law,regulation or order applicable to government contracts or.subcontracts,including,without limitation,Presidential Executive Order 14042("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation(FAR)52,223-99("Ensuring Adequate COVID Safety Protocols for Federal Contractors"). Any such requirement shall only apply to Johnson Controls personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of Johnson Controls. ., , ,,.. J.System Software,Network Connections,I�An software provided with the System or in connection with the Services is proprietary to Johnson an "Y`u `' y� p `' p p Y ndlar,Johnsan Controls' supplier(s)and Is licensed or subllcensed to Customer oil a non-exclusive basis,Customer may not(a)disclose the Software or source code;to any third parties,(b)duplicate,reproduce,or I copy all or any part of the Software,or(c)use the Software on equipment other than with the designated System with which i t was furnished.A separate Software License Agreement or End User License Agreement between Johnson Controls and Customer and/or the software publisher may be required to use the software and/or obtain updates/upgrades.If the installed Equipment Is to be connected to Customers computer network("Network'),Johnson Controls will furnish and install the software needed to run the Equipment and will connect the Equipment to the Network according to the Network settings supplied by Customer. Installation shall not include modifications to the Network,secufity,or flrewall settings. Customer will supply a TCP/IP Ethernet network address and central processing unit per Johnson Controls specifications for access control system operation. Johnson Controls shall not be responsible s e-norm 88BOUE01(0712021) Page 8 of 10 0 2021,Johnson Controls.All flights Reserved ......................................... ................... for the setup,operation,or maintenance of the Network or Network performance or compatibility issues, Johnson Controls may assess additional charges,if Johnson Controls is unable to connect to the Network or if any additional Equipment is required to facilitate connectivity between the Network and the Equipment, 2,Open Source Software,Johnson Controls represents and warrants to the end user of the Systern that,to the extent the System includes any Open Source Software,the internal use and operation of the Systern by the end user will not create any obligation on the pad of the arid user Linder the terms of any Open Source License(i)to make any source code or object code available to third parties,or(if)to license.disclose or i otherwise make available to third parties any proprietary software,data or other Information,or any associated intellectual property.As used herein,the term"Open Source Software" means any software,program,module,code,library,database,driver or similar component(or portion thereof)that is royalty free,proprietary software,the use of which requires any contractual obligations by the user such as,without limitation,that software that is Subject to,distributed,transmitted,licensed or otherwise made available Linder any of the following licenses:GNU General Public License,GNU Library or"Lesser"Public License,Berkeley Software Distribution(BSD)license(including Free BSD and BSD-style licenses),MIT license, Mozilla Public License,IBM Public License,Apache Software License,Artistic license(e.g.,PERL),Sun Industry Standards Source License,Sun Community Source License(SCSQ,Intel Open Source License,Apple Public Source License,or any substantially similar license,or any license that has been approved by the Open Source Initiative.,Free Software Foundation or similar group(collectively,`Open Source Licenses"). K.Force Majeure.Johnson Controls shall not be liable,nor in breach or default of its obligations under this Agreement,for delays,interruption,failure to reader services,or any other failure by Johnson Controls to perform an obligation Linder this Agreement,where such delay,interruption or failure is caused,in whole or in part,directly or indirectly,by a Force Majeure Event. A'Force Majeure Event"is a condition or event that is beyond the reasonable control of Johnson Controls,whether foreseeable or unforeseeable,including,without limitation,acts of God, severe weather(including but not limited to hurricanes,tornados,severe snowstorms or severe rainstorms),wildfires,foods,earthquakes,seismic disturbances,or other natural disasters, acts or emissions of any governmental authority(including change of any applicable law or regulation),epidemics,pandemics,disease,viruses,quarantines,or other public health risks and/or responses thereto,condemnation,strikes,lock-outs,labor disputes,an increase of 5%or more in tariffs or other excise taxes for materials to be used on the project,fires,explosions or other casualties,thefts,vandalism,civil disturbances,insurrection,snob violence,hold,war or other awned conflict(or the serious threat of same),acts of terrorism,electrical power Outages,interruptions or degradations in telecommunications,computer,network,Or electronic communications systems,data breach,cyber-attacks,ransomware,unavailability or shortage of parts,materials,supplies,or transportation,or any other cause or casualty beyond the reasonable control at Johnson Controls,If Johnson Controls'performance of the work is delayed, impacted,or prevented by a Force Majeure Event or its continued effects,Johnson Controls shall be excused from performance under the Agreement.Without limiting the generality of the foregoing,if Johnson Controls is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event,Johnson Controls will be entitled to extend the relevant completion date by the amount of time that Johnson Controls was delayed as a result of the Force Male ore Event,plus such additional time as may be reasonably necessary to overcome the effect of the delay.To the extent that the Force Majeure Event directly or indirectly increases Johnson Controls'cost to perform the services,Customer is obligated to reimburse Johnson Controls for such increased costs,including,without limitation,costs incurred by Johnson Controls for additional abor,inventory storage,expedited shipping fees,trailer and equipment rental fees,subcontractor fees or other costs and expenses incurred by Johnson Controls in connection with the Force Majeure Event. J L.Assignment, This Agreement is not assignable by the Customer except upon written consent of Johnson Controls first being obtained, Johnson Controls shall have the right to assign this Agreement or to subcontract any of its obligations under this Agreement without notice to Customer, M.Digital Enabled Services,Software and Hosted Software Services, if JohnsonControls provides Digital Enabled Services under this Agreement,these Digital Enabled Services require the collection,transfer and ingestion of building,equipment,system time series,and other data to Johnson Controls'cloud-hosted software tools and applications.Customer consents to the collection,transfer and ingestion and use of such data by Johnson Controls to enable Johnson Controls to provide,maintain,protect and improve the Digital Enabled Services and its products and services,.Customer acknowledges that,while Digital Enabled Services generally improve equipment performance and services,Digital Enabled Services do not prevent all potential malfunction,insure against loss,orguarantee a certain level of performance.As used herein,"Digital Enabled Services"mean services provided hereunder that employ Johnson Controls software and cloud-hosted software offerings and tools("Software")to provide,improve and enable such services, Digital Enabled Services may include,but are not limited to,(a) remote inspection,(b)advanced equipment fault detection and diagnostics,and(c)data clashboarefing and system health reporting Implementation,deployment and Customer use of Software offered under this Agreement shall be subject In,and governed by,Johnson Controls'standard terms for such Software and Software related professional services that may be updated by Johnson Controls from time to time at https�Ywww.johnsoncontrols.com/techterms(collectively,the"Software Terms"), Applicable Software Terms are incorporated in this Agreement by reference.Other than the right to use the Software as set forth in the Software Terms,Johnson Controls and its licensors reserve all right,title,and interest(including all intellectual property rights)In and to the Software and improvements to the Software.Software licensed hereunder is licensed Subject to the i Software Terms and not sold.If there is a conflict between the other terms herein and the Software Terms,the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software,its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement,unless otherwise set forth in the applicable SOW,the following terms apply to Software that is provided to Customer on a subscription basis(i.e.,a time limited license or use light),(each a'Software Subscription"): Each Software Subscription provided hereundervVill commence on the date the initial credentials for the Software are made available(the"Subscription Start Date")and will continue in effect until the expiration of the subscription term noted in the applicable SOW.At the expiration of the Software.,Subscription,such Software Subscription will automatically renew for consecutive one(1)year terms(each a"Renewal Subscription Terri"),unless either party provides the other party with a notice of non-renewal at least ninety(90)days prior to the expiration of the then-current term. To the extent permitted by applicable law,Software Subscriptions purchases are non cancelable and the scums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance,invoiced on the Subscription Start Date and eacin subsequent anniversary thereof. Invoices are due upon receipt unless otherwise specified on the invoice.Unless otherwise agreed by the parties in writing,the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls'then-applicable list price for that Software offering. Any use of Software that exceeds the scope,metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began, .............. N.Privacy,1. Johnson Controls as Processor:Where Johnson Controls factually acts as Processor of Personal Data(@G defined therein)on behalf of Customer,the terms at www johnsoncontrols,com/dpa shall apply.2,Johnson Controls as Controller: Johnson Controls will collect,process and transfer certain personal data of Customer and Its personnel related to the business relationship between it and Customer(for example names,ornail addresses,telephone numbers)as controller an of in accordance with Johnson Controls'Privacy Notice at https:/iwwwjohnsoncoritrols,a)iii/privacy. Customer acknowledges Johnson Controls'Privacy Notice and strictly to the extent consent is mandatonly required under applicable law, Customer consents to such collection,processing and transfer.To the extent consent to such collection,processing and transfer by Company is riandatonly required from Custorner's personnel under applicable law,Customer warrants and represents that it has obtained such consent. 0 Johnson Controls License Information:AL 1498,1499,1500,1501,1502,A-0244,The Security Industry is governed by tie rules and regulations of the Alabama Electronic Security i Board ofUcensure, If you would like information on these rules and regulations or would like to register a complaint you can contact the Board at: AESBL 7956 Vaughn Rd.,Montgomery 36116,(334)264-9388 Fax: 334-264-9332 AK 125516;1058473,5430 Fairbanks Street,Suite 7 Anchorage,AK 99507 AR 0000199,0030740118 Regulated by Arkansas Be.of Private Investigators&Private Security Agencies,#1 State Police Plaza Dr,,Little Rock 72209,(501)618-8600 AZ ROC281489,18267-0 CA 977249;alarm company operators are licensed and regulated by the Bureau of Security&Investigative Services,Dept.of Consumer Affairs,Sacramento,CA 95814 CT 01060994.5 DO ECS1 327 FL EF20000890,EF2000034 1 EF0000478 GA LVA002833,LVA205386,LV0004635 HI CT-32427 ID PWC-C-1 2256-A-4,RCE-33602,EC01 2834 It-127001526,128000247,12B000246,128000243 I-A 24889,F523,F489 MA 401- C, M13601206912,A-0352,A-0170,3602206914,AD638,3602206913,A-1058,A-1199WIiitrombAvenue Madison Heights,M148071; MNTS651063MS15024088,19530-SCNCt346- CSA,28510-SP-FA)LV,193B5 SP-FA/1_V,27353-SID-FA/LV,19718SP-FAILV,24191-SP-FAA.V,22850-SP-FA/I.V 101 Industrial Drive,Ste 104 Raleigh,NO 27069,(919)788-5320 NJ 34BF00050200,P00451,607013 NM 375283 NV 0077542,F470,F469,NY 12000327404,Licensed by NYS Dept,of State 011 El 6782,50-18-1052,50-25-1050,50-48-1032,50 57- 1119,53-31-1582 OK AC-67 OR CLE-322,19701 0,AC-6 7 PA Pennsylvania Home Improvement Contractor Registration Number;PA01 0083 RI 18004,AF-091 70 TN ACC1 704, ACC1 705,ACC1 707,ACC1 70 8,ACC1 709 AC071 0,ACC1 711 TX B00536,4200 Bockingharn Road Ste 150,Ft.Worth,TX 76115--Dept Of Public Safety,Private Security 5805 N.Lamar Blvd,Austin 78752,ACR 1460 UT 8390557-6501 VA 11-7587,11-7575,11-7591,11 7573,11-7589,11-7578,2705147765 WA JOHNSC S83 7N4,19625 62nd Ave South,Ste CI 12 Kent, WA 98032 WV 050291. 1 lie foregoing list shows only those license numbers Johnson Controls Security Solutions LLC("John son Controls")Is required by law to include on marketing materials.A comprehensive list of licenses held by Johnson Controls is available on wwwJohnsoncontrols.com, California Customers Only:Upon completion of the Installation of the alarm system,the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system.Failure by the licenses,without legal excuse,to substantially commence work Within 20 days from the approximate date specified in the agreement when the work W 11 begin is a violation of the Alarm Company Act. Oc 2020 JOHNSON CONI ROL&All rights reserved. e-Foun 8880UEO1(07/2021) Page 9 of 10 C?2021 Johnson Controls.All Rights Rpsofved Johnson Controls COMMERCIAL SALES AGREEMENT TOWN NO. CUSTOMER NO. JOB NO. PO NO. ESTIMATE NO. 0034-F FWOR: I'H,TX 1 5ZZYV29 ADDITIONAL TERMS AND CONDITIONS DATE:2/1/2022 Johnson Controls Security Solutions LLC("Johnson Nrh2o Family Water Park Controls") d1bla: ("Customer") Donald Heitzman Customer Billing Information Customer Premises Serviced 4200 Buckingham Rd, 9001 Boulevard 26, 9001 E�O j 71e wa i d 26, Fort Worm,TX 76117-2618 North Richland Hills,TX 76180 North Richland Hills,TX 76180 Tele.No,(630)706-5036 Attn: Attn:Frank Perez Tele.No. Tole.No.(817)427-6507 Notwithstanding anything in the Agreement to the contrary, Johnson Controls and Customer agree as follows: Terms and Conditions .............. ............ Annual Service Charge—Initial Term.Johnson Controls agrees to honor the Annual Service Charge for Monitoring Services specified in this Agreement for the Initial Term of the Agreement.Thereafter,the Annual Service Charge rnay be increased by the increase in the Consumer Price Index for Urban Wage Earners("CPI W"),All Items,U.S.City Average for the prior twelve(12)Month period or 5%,whichever is less. All other terms and conditions of the Agreement,except those expressly modifi herein,shall remain in full force and effect. JOHNSON CONI ROLS SECU, 1, 'O'�I NS CI.JSTOMER:-----------.—,—.--- Presented Ire by: Accepted By: (Sig iaturp ofJohnson Control.,Sales tati (Signature Of CUStOlner's Authorized Representative) � sen�.,O'1, Sales Agent:Donald Heitzman Sales Representative Registration Number(if applicable): d (Name Printed) ATTEST: Date Signed:_ ------ Alicia Richardson, City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney N R H Council Action Y / N Date Approved Agenda No Ord / Res No e-Form 88801JE01(0712021) Page 10 of 10 0 2021 Johnson Controls.All iRights Reserved ADDENDUM TO JOHNSON CONTROLS SECURITY SOLUTIONS, LLC COMMERICAL SALES AGREEMENT WITH CITY OF NORTH RICHLAND HILLS,TX This Addendum ("Addendum") is entered into between JOHNSON CONTROLS SECURITY SOLUTIONS, LLC., ("Johnson Controls"), a Texas Limited Liability Company, whose principal offices are located at 4200 Buckingham Rd., Fort Worth, TX 76117, and THE CITY NORTH RICHLAND HILLS ("Customer"), whose principal offices are located at 4301 City Point Drive, North Richland Hills, Texas 76180, (the "Agreement") separately referred to as a "party," collectively referred to as the"parties." RECITALS This Addendum is intended to amend and modify the Johnson Controls Commercial Sales Agreement, Scope of Work/Schedule of Protection, a,, Terms and Conditions e-Form8880UE01 (09/2019) for Estimate No. ' 2. t I dated, �� fi (collectively the "Agreement") entered into between the parties. This Addendum is attached hereto and hereby incorporated into the Agreement for all purposes incident thereto. I, COMMERCIAL SALES AGREEMENT: The parties hereby agree to amend the Commercial Sales Agreement as follows: Section 11. CHARGES AND FEES; TAXES, b.Services: Section II. CHARGES AND FEES, TAXES, b. Services. The last sentence of this provision shall be amended to read as follows: . Services. For termination prior to the end of the Initial Term, Customer agrees to pay, in addition to any outstanding Fees and charges for Service(s) rendered prior to termination, 50% of the Annual Service Charge(s) remaining to be paid for the unexpired term of the Agreement as liquidated damages but not as a penalty. II. TERMS AND CONDITIONS: The parties hereby agree to amend and modify the Terms and Conditions as follows: Section A. Services. Subsection A.13. Mobile Security Management ("MS ") Services, in part, shall be amended to read as follows: To the extent all or any portion of Section A. Services, A.13, Mobile Security Management ("MSM") Services, requires Customer to indemnify Johnson Controls for any losses, damages, liabilities, costs or expenses, such obligation to indemnify shall only be to the extent permitted by applicable law; shall not apply in the event such loss, damage, liability, cost or expense is due to the negligence or willful misconduct of Johnson Controls Addendum to Commercial Sales Agre ment Estimate No. Date `�5 ' , CA-CONTRACT NO. H00 7_20211215 Page 9 of 4 Johnson Controls, or any cf its ernployees, agenta, officers or and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create o sinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section A. Services. Subsection A.13. Sub-subsection 9. Network Connections and Communications Facilities, in part, shall be amended to read as follows: The Johnson Controls' K8SM Site Terms will be effective when posted, but shall only apply to Customer to the extent permitted by applicable law. Customer will be deemed to have accepted any modified Johnson Controls MSM Site Terms to the extent such terms are permitted by applicable law and do not conflict with any of the modifications set forth in this Addendum. If there is any conflict between any updated terms by Johnson Controls and this Addendum, this Addendum shall control. To the extent all or any portion of Section A. 9.. requires Customer to indemnify Johnson Controls for any losses, damages, |iabi|iUea, costs or expensea, such obligation to indemnifysha|| only be to the extent permitted by applicable |e � shall not apply in the event such loss, damage. |iabi|ity, cost or expense is due to the negligence or willful misconduct of Johnson Contro|s, or any of its emp\oyeee, agents, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create aninking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement, Section E. Limitation of Liability. Subsection 3, in part, aho|| be amended to read as follows: Notwithstanding the provisions of this Section E. and except in the event of event of gross negligence or intentional misconduct on the part ofJohnson Cnntro|g, its offioe,e, employees or representatives, if Johnson Controls and/or one or more of its suppliers are found liable for |oes, damage or injury under any legal theory due to a bsi|una of the Servicea. System or Equipment in any respect, the liability of Johnson Controls and its suppliers shall be limited toe sum equal to six (0) times the amount paid for the Annual Service Charge or $1'OOO, whichever is greater, as agreed upon damages and not as a penalty, as Customer's sole remedy. Section E. Limitation of Liability. Subsection 4, shall be emended and restated in its entirety as follows: 4, |f any other penaon, makes any claim or files any lawsuit against Johnson Controls or its suppliers in any vvoy relating to the Semiueo. System or Equipment that are the subjects of this Agreement, then Customer sha||, to the extent permitted by applicable |ow'^ indemnifyend hold Johnson Controls and its suppliers harmless from any and all suchclaims nd (avauiba including the payment of all damages, expenees, costs and reasonable attorneys' fees as authorized by applicable |ow, unless such losses or damages are due to the negligence or intentional misconduct ofJohnson Controls, its supp|iers, emp|oyeea, officers, agents, or representatives. Nothing herein shall require Customer to defend Johnson Controls or create a sinking fund to satisfy any obligation to indemnify under this section. Section E. Limitation of Liability. Subsection G, in port' shall be amended to naud as follows: No suit or action for breach of this Agreement shall be brought against Johnson Controls or its mupp\iere, aQente, employees, oubeidiariem, affiliates or parents (both direct and indirect) more than four (4) years after the incident that resulted in the |oso, injury or damage ' occurred, Except as provided for herein, Johnson Controls' claims must also be brought within four(4) years. Claims not subject to the four-year limitation include claims Johnson Contr Is Addendum to Commercial S les greement Estimate °4- CA-CON11ACT140. 14R1VOM-2D211215~ � Page 2uf4 for unpaid: (1) contract amounts, C2\ ohange order amounts (approved or requested) and (3) dm|mye and/or work inefficiencies. Section F. Other Charges. Subsection 2, in part, shall be amended tV read asfollows: To the extent permitted by applicable |mm. Customer agrees to pay all coo(s, expenses and fees of Johnson Controls' enforcement of this Agreement, including collection expenses, court costs, and reasonable attorneys' fees as authorized by applicable law. Section G. Hazardous Materials, in part, shall be amended tq read eafollows: To the extent permitted by applicable |mw. Customer shall indemnify, and hold Johnson Contn)|e, its officers, direotoro, egents, and vendors harmless from any damages, o\oimo. injuries, liabilities resulting from the exposure of Johnson Controls' employees, cntraotors, or subcontractors to hazardous materials at the work site; provided, however, that the foregoing provision will not apply when it has been determined that such hazardous materials were brought to the work site by Johnson {}Ontno|e. Notwithstanding any of the foregoing. Customer She|| not be under any obligation to defend Johnson Controls or create asinhing fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section 1. Miscellaneous. Subsection 4, in part, shall be amended to read as follows: To the extent all or any portion of Section L. requires Customer to indemnify Johnson Controls for any losses, damages, |iabUitiea, costs or expensee, such obligation to indemnifyeha|| only beto the extent permitted by applicable \a � shall not apply in the event such \oaa. damage, liability, cost or expense is due to the negligence or willful misconduct of Johnson Contro|o, or any of its amp|myees, ugents, officers or representatives; and the parties agree that Customer shall not be under any obligation to defend Johnson Controls or create asinking fund to satisfy any obligation to indemnify Johnson Controls under this Agreement. Section k{. Force K8 'eure, inpart. oha|| be amended tV read asfollows: Neither party eho|| be |iab|e, nor in breach or default of its obligations under this Aqreernent, for de|aye, interruption, failure to render services, or any other failure or acts reasonably outside of their control by that party to perform an obligation under this Agnaennent, where such de|ay, interruption or failure is uaused, in whole or in pert, directly orindirectly, by Force KA jeurn Event The parties further agree that any reference to only "Johnson Controls" in this Section K. shall be replaced with the term "either party" or '^thoi party" in the plural or singular respectively. The last sentence of Section K is hereby deleted, Section L. Ass|Qnmment.. ohe|| be amended and restated in its entirety to read as follows: Assignment. This Agreement is not assignable by either party except upon written consent ofthe other party. However, Johnson Controls eheU have the right to assign this Aoreernenttn any of its parent companies or affiliates in which it has majority control or which it shares common control, Johnson Controls shall provide Customer with no less than thirty (30) days written notice of any such assignment to a parent company or an affiliate. Section 0.. Privacy, shall he deleted in its entirety. Johnson Controls Addendum to Commercip4lle�k� m Date L Estimate No. Page tof4 All other terms and conditions of the Agreement not amended or modified herein in this Addendum shall remain in full force and effect. The parties hereby agree to the foregoing addendum by evidence of the signature of an authorized representative below. CITY OF NORTH RICHLAND HILLS: JOHNSON CONTROLS S URITY SOLUTION LLC- 1 71, By: By: Mark Hindman, City Manager Name: Title: Date: Date: 2> ATTEST: By: Alicia Richardson, City Secretary/ Chief Governance Officer APPROVED TO FORM AND LEGALITY: By: Maleshia B. McGinnis, City Attorney Johnson Contr I Addendum inn to Commercipl S s A eement n' ' ?eAV Date Estimate No2'�'�_42, 72* CA-CONTRACT NO, t4RH00O7202112151 Page 4 of 4 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 7-7 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2022-859742 Johnson Controls Security Fort Worth,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/10/2022 being filed. City of North Richland Hills Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 03282022 Fire Alarm Security Equipment Monitoring Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) I Controlling Intermediary Johnson Controls Security Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is d,www _, and my date of birth is I r, tit ")` My address is.�""°�� .,,,... �,,,�„� _-.• (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. LA— . _ y ._ 20 r 4 Executed in County, State o .. on the da of __. _ ` (month) (year) ku,_ZJ Signature of authorized a of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Authorize the purchase of a portable video detection and alerting system from Buyers Barricades using BuyBoard Cooperative Purchase Contract No. 608-20, in the amount of$68,790.00 PRESENTER: Jimmy Perdue, Director of Public Safety SUMMARY: The Texas Governor's Office Criminal Justice Division Edward Byrne Memorial Justice Assistance Program FY2022 has awarded the City of North Richland Hills grant funding for the purchase of a portable video event detection and alerting system that will be used in support of planned City events or critical incidents to minimize the risk of property loss and danger to the public. GENERAL DESCRIPTION: The Buyers Barricades self-contained system provides real-time remote site monitoring suitable for unmanned operations. The tamper-resistant unit is powered by maintenance- free batteries and an automated solar-based charging system. The unit contains a telescoping 20-foot vertical tower, integrated camera and sensor-controlled LED lights. The detection and alerting capabilities operational during special events or longer-term deployments will help minimize danger and provide safety of property and assets of the City and its citizens. Staff is requesting authorization to purchase the Buyers Barricades portable video detection and alerting system, governed by the terms and conditions of BuyBoard Cooperative Purchasing Contract Number 608-20. Buyers Barricades contract with BuyBoard runs through May 31, 2022,with two remaining one-year options to renewal. Should the purchase not be executed by May 31, 2022, or the terms or conditions of the contract change, the purchase will need to be resubmitted for City Council approval. The total purchase amount of $68,790.00 will be 100% grant funded. The Local Government Code states that purchases made through a cooperative purchasing agreement satisfy any state law that would require the city to solicit competitive bids. RECOMMENDATION: Authorize the purchase of a portable video detection and alerting system from Buyers Barricades using BuyBoard Cooperative Purchase Contract No. 608-20, in the amount of $68,790.00. NR6 NOKT14 kIC'HLv'lND HILLS (APPENDIX H TO THE PURCHASING POLICY AND PROCEDURES MANUAL) CITY OF NORTH RICHLAND HILLS COOPERATIVE PURCHASE CUSTOMER AGREEMENT This Cooperative Purchase Customer Agreement("Customer Agreement")is entered Into by and between Buyers Barricades("Vendor")and the City of North Richland Fulls,("Customer"or"Authorized.Customer"),a Teams government entity,and a Customer authorized to purchase goods or services pursuant to the Agreement betweenthe BuyBoard("Cooperative Entity'')anclVendor,Contract No.€08-20,as amended,(the`Agreement's with an expiration date of 05/3112023.This Customer Agreement Includes and shag be governed by(1)the terms and,conditions of the Agreement,which are Incorporated herein by reference andavallableonlineatBuyBoard.comorupon regiuest from Vendor,#11) the attached Vendor Quote/Purchase Order No,MR1152022A,if applicable,and(lit)the Governrnent Conhiact and Purchasing Rider for Contracts with the City of North Richland Fulls Contracts,If applicable,all of which are attached hereto andlor Incorporated herein by reference.AuthorizedCustomer Is eligible and desires to purchase Highway Safety and Traffic Control Products pursuant to the terms and conditions of the Agreernarht as the Cooperative Entity may spactfy from time to time,as well as the terms and conditions of this Customer Agreement.To ensure goods and services are provided directly to the Customer,the Cooperative Entity will only be responsible for services provided to the Cooperative Entity Wit not be responsible for payments for services provided tothe Customer. The Authorized Customer agrees to the lefts and conditions of the Agreement as applicable and as authorized by law.The Authorized Customer hereby agrees that it Is separately and solely liable for all obligations and payments for equipment,products and services provided hereunder.Vendor agrees that Customer shall be entitled to the same rights and protections under the law afforded to the Cooperative Entity under the Agreement,as applicable,as If+Customer had entered into the Agreement.Except in the event of gross negligence.or Intentional misconduct,Customer's liability shall not exceed the amount paid by Customer under this Customer Agreement for the proceeding twelve(12)month period.Vendor agrees that until the expirafion of three.(3)years after final payment under this Customer Agreement,or the final conclusion of any audll commenced during the said three years,Customer,or Customer's clwignated representative;shall have access to and the right to audit al..reasonable times,all records,hard copy or electronic, Involving transactions relating to this Customer Agreement necessary to determine compliance herewith, at no additional cost to the Customer,Vendor agrees that the Customer shall have abscess to such records during normal business hours.Customer shall provide Vendor with reasonable advance notice of any Intended audits. Purchase Price-Payments under this Customer Agreement shall not exceed$78,589.00("Purchase Price"). Term-The Term of this Customer Agreement("Terre")shall be for one of the following as selected below(Select the type of contract that applies): 0 Single Purchase Contract The Term shall not exceed one(1)year,and this Customer Agreement shall be far the purchase of goods or services as specified and quoted by the Vendor,and the Purchase Price shall not exceed the budgeted amount for Customer's current fiscal year for the applicable goods and services. 0 Supply l As Needed Contract—The Term shall be effective as of October 19 and shall expire on September 301"at the end of FY 21-22.This, Customer Agreement shall be for multiple purchases of goods or services on an as needed basis,from the same vendor under the same contract,and shall not exceed the budgeted amount for Customer's current fiscal year for the appiloabfe goods and services. 0 Afuld--YearContract—'The Terra shall be for Number of years year(%)expiring on Expiration Date.This Customer Agreement Maybe renewed for Number of Renewals,Customer Agreement shall be with a single vendor for products and services.If the amount of expenditures under this Mutt]- Year Contract equals or exceeds$50,000 In the aggregate,,City Council approval Is required.In the event the City does not appropriate sufficient funds to make payments during the current or any subsequent year,the City shall Have the right to terminate this Muitl-Year Contract at the end of any such fiscal year without penalty. Q ;Emergency Purchase-Purchases that are necessary to address a public calamity, because of unforeseen damage to property,or to protect the public health or safety where the City's ability to serve the publlcw+ould be impaired If the purchase were not made Immediately.Emergency purchases must meet the requirements of Local Government Code 252,022,and must be ratified by City Council If the purchase is$50,000 or more. (Government Rieder-Select if Vendor has additional terms and conditions that apply to this purchase) Is Government Contract and Purchasing Rider for Contracts with the City of North Richland Hills, Texas--if this purchase contains additional terms and conditions from the Vendor,other than those set forth In the Agreement, the Vendor shall separately execute the Government Contract and Purchasing Rider for Contracts with the City of North Richland Mills,Texas("Govemment Rider's.Such applicable terms and conditions as set forth in the Government Rider shall supersede any conflicting terms of the Vendor's terms and conditions,and .such Government hider shall control.The Government bider Is attached hereto,incorporated herein by reference and made a part of this Customer Agreement for all purposes. The undersigned represents and warrants that heishe,has the power and authority to execute this Customer Agreement, bind the respective party, and that the execution and performance of this Customer Agreement has been duty authorized by the respective party,This Customer Agreement, and any amendment hereto,may be executed in counterparts,and electronically signed,scanned',digitally signed and sent via electronic mail and such signatures atoll have the same affect as original manual signatures. Each party has caused this Customer Agreement to be executed by Its duly authorized representative on this day of 20 22 . [Signature Page Follows) ACCEPTED AND AGREED- NRH Cooperative Purchase Customer Agreement,Page 1 of 2 CA-CONTRACT NO,PUR0002_20220107 Vendor Name, Buyers Barricades CITY OF NORTH RICHLAND HILLS: BUYERS BARRICADES: APPROVED:I certify that funds are currently available By: for this purchase. Name: Ma ie Rho ❑ (Check the box if$M 091 org edV Scott Title:Vice President Scott Kendall Kendalt Date:3/r412022 By: F,•9n79.n3.n8 Scott Kendall,Ff'j;chdWWMAflQ@er Departme firer or: DkjiWHy S19.d by Jlmny Perdue m]YI DN!--Jimmy Perdue,-NRHPU, wu Clty of Nmth Wrhl-d HAL, B PPrrf�tP —U-Jperdue®nrhtK—f.oUS y: -0sa Printed Name: Department: APPROVED: By: Date: Mark Hindman,City Manager Or Designee: By: Date: Name: Title: ATTEST: By: Alicia Richardson,City Secretary/Chief Governance Officer By: Traci Henderson,Assistant City Secretary NRH City Council Action: Y® N❑ Date Approved: Agenda Item No: Ord/Res NO. APPROVED TO FORM AND LEGALITY: By: Maleshia B.McGinnis,City Attorney By: Thomas McMillian,Assistant City Attorney NRH Cooperative Purchase Customer Agreement,Page 2 of 2 CA-CONTRACT NO.PUR0002 20220107 Vendor Name: Buyers Barricades NFt6H NORTH RICHLAND HILLS GOVERNMENT CONTRACT AND PURCHASING RIDER ADDENDUM FOR CONTRACTS WITH THE CITY OF NORTH RICHLAND HILLS,TEXAS APPLICATION. This GOVERNMENT CONTRACT AND PURCHASING RIDER ADDENDUM FOR CONTRACTS WITH THE CITY OF NORTH RICHLAND HILLS,TEXAS ("Government Rider Addendum") is between the City of North Richland Hills, Texas(the"City"or"Customer") and Buyers Barricades with software Vendor Houston Radar LLC (collectively"Contractor"), and applies to, is considered a part of, is incorporated into, and takes precedence over any conflicting provision in, or attached to, the HOUSTON RADAR LLC STATE ANALYZER SOFTWARE END-USER LICENSE AGREEMENT(the"Agreement"),to which this Government Rider Addendum is attached and described as follows: Title of Agreement with Additional Terms: HOUSTON RADAR LLC STATE ANALYZER SOFTWARE END-USER LICENSE AGREEMENT Legal Name of Cooperative Contractor:Buyers Barricades,Inc. Legal Name of Third-Party Contractor(if applicable):Houston Radar LLC Description of Goods or Services("Goods or Services"): Stats Analyzer software Description of Cooperative Agreement:BuyBoard Contract 608-20 Total Contract Price:$78,589 Notwithstanding any language to the contrary in the attached Agreement between Houston Radar LLC ("Contractor")and the City of North Richland Hills ("City"), individually referred to as a "party" and collectively referred to as the "parties," the parties stipulate by evidence of execution of this Government Rider Addendum below by a representative of each party duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum below shall be applicable to and shall modify and supersede the Agreement as set forth below: Section 8 of the Agreement is hereby amended to be and read as follows: 8. NO WARRANTIES. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. HOUSTON RADAR LLC EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT IN THE EVENT HOUSTON RADAR LLC'S SOFTWARE INFRINGES ON THE RIGHTS OF A THIRD PARTY,THE ENTIRE RISKARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU. Section 9 of the Agreement is hereby amended to be and read as follows: 9. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,LOSS OF BUSINESS INFORMATION,OR ANY OTHER PECUNIARY LOSS)ARISING OUT OF THE USE OR OPERATION OF,OR INABILITY TO USE THE SOFTWARE, THE SERVICES OR MATTERS RELATING TO THIS AGREEMENT,AND THE COLLECTION AND USE OF YOUR INFORMATION, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, HOUSTON RADAR LLC'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT,YOUR USE AND OPERATION OF THE SOFTWAREAND SERVICES,ORTHE COLLECTION AND USE OF YOUR INFORMATION SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR US$5.00.BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES OR LIMITATIONS OF LIABILITY OR THE DISCLAIMER OF CERTAIN WARRANTIES,THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Section 10 of the Agreement is hereby amended to be and read as follows: 10. MISCELLANEOUS.The law governing this Agreement shall be the law of the state of Texas, U.S.A.You expressly agree to settle any disputes arising out of or related to this Agreement by binding arbitration under the rules of the American Arbitration Association, in a location agreed upon by the parties.This Agreement may be assigned by Houston Radar LLC to any third party that is an affiliate or under common control or ownership with Houston Radar,Otherwise,neither party may assign this agreement without the written consent of the other party. ACCEPTED AND AGREED: CITY OF NORTH RICHLAND HILLS: HOUSTON RADAR LLC: BY By: 42,ZA04e 47, Mark Hindman,City Manager Casey Inoue,Business Development Manager Date: Date:03/07/2022 ATTEST: By: BUYERS BARRICADES,INC: Alicia Richardson,City Secretary/Chief Governance Officer BY: APPROVED TO FORM AND LEGALITY: Marie Rhom,Vice President By. Date: 03107/2022 Maleshia B. McGinnis,City Attorney HOUSTON RADAR LLC STATS ANALYZER SOFTWARE END-USER LICENSE AGREEMENT This Houston Radar LLC Software End-User License Agreement (Agreement) is a legal agreement between you and Houston Radar LLC. You are bound by this Agreement once you accept its terms or otherwise use the software and documentation that it accompanies, referred to as "Software." The Software is licensed, not sold. If you do not agree to the terms of this Agreement, do not use the Software and uninstall it immediately. 1. License for the Software. Houston Radar LLC grants you the non-exclusive right to install and use copies of the Software on your machine. You may install and use the software. You may permanently transfer all of your rights under this Agreement, provided the recipient agrees to be bound by the terms of this Agreement. 2. Activation. The pro version of this software requires an activation key for continued use. Each activation key is unique to the computer on which it activates this software. You agree to provide a unique identifier called registeration id to Houston Radar LLC that Houston Radar LLC will utilize to generate said unique activation key. 3. Restrictions. You may not distribute copies of the Software to third parties, reverse engineer, decompile, or disassemble the Software (except and only to the extent that such activity is expressly permitted by applicable law) , create any derivative works of the Software, rent, lease, or lend the Software, or remove or alter any copyright, trademark, or other proprietary notices from the Software. You must use the software to exclusively analyze data gathered by a Houston Radar product. You must comply with all applicable laws regarding your use of the Software. 4. Termination. You may terminate this Agreement by uninstalling and ceasing use of the Software and Services. Without prejudice to any other rights, Houston Radar LLC may terminate this Agreement and your use of the Software at any time and for any reason with notice to you. If you fail to comply with the terms and conditions of this Agreement, this license and your right to use the Software and Services automatically terminates. Upon termination, you must destroy all copies of the Software. 5. Intellectual Property Rights. All right, title and interest in and to the Software and Services (including but not limited to all intellectual property rights) are owned by Houston Radar LLC. The Software is protected by copyright and other intellectual property laws and international treaty provisions. 6. Support and Updates. Your use of the Software and Services is "AS IS" and at your own risk. Houston Radar LLC undertakes no obligation to support the Software or Services, but if support is provided it will be pursuant to terms in the Software documentation or other materials provided by Houston Radar LLC. Any updates or upgrades to the Software shall be considered part of the Software and subject to the terms and conditions of this Agreement. 7. Privacy Statement. 7. 1 Automatic Updating. At periodic intervals, the Software automatically updates itself to the latest available versions, which may include additional features, benefits, or additional packages. You acknowledge that the Software will contact Houston Radar LLC to determine the availability of updates and upgrades. 8. NO WARRANTIES. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Houston Radar LLC EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU. 9. LIMITATION OF LIABILITY. IN NO EVENT SHALL Houston Radar LLC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR OPERATION OF, OR INABILITY TO USE THE SOFTWARE, THE SERVICES OR MATTERS RELATING TO THIS AGREEMENT, AND THE COLLECTION AND USE OF YOUR INFORMATION, EVEN IF Houston Radar LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Houston Radar LLC'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, YOUR USE AND OPERATION OF THE SOFTWARE AND SERVICES, OR THE COLLECTION AND USE OF YOUR INFORMATION SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR US$5.00. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES OR LIMITATIONS OF LIABILITY OR THE DISCLAIMER OF CERTAIN WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 10. MISCELLANEOUS. The law governing this Agreement shall be the law of the state of Texas, U.S.A. You expressly agree to settle any disputes arising out of or related to this Agreement by binding arbitration under the rules of the American Arbitration Association, in Houston, TX. The exclusive jurisdiction and venue of court action relating to this provision or such arbitration shall be held in Houston, TX. This Agreement may be assigned by Houston Radar LLC to third parties. Should you have any questions concerning this Agreement or the Privacy Statement, or if you desire to contact Houston Radar LLC for any reason, please email: stats@houston-radar.com ard' PFCouperativePurchasing P 0. Box 400 Austin, TX 78767-0400 60tt.696.2.91.9 1 612.467.tt222 / 6'ax:606'.211,6464 buyboard.coni April 29, 2020 Sent Via Email: eddie@buyersbarricades.com Eddie Harmon Buyers Barricades, Inc. 7409 Baker Blvd. Richland Hills, TX 76118 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative Award Proposal Name and Number: Highway Safety and Traffic Control Products, Proposal No. 608-20 Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard® contract based on the above-referenced Proposal.The contract is effective 6/1/2020 through 5/31/2021, with two possible one-year renewals. The contract documents are those identified in Section 3 of the General Terms and Conditions of the specifications. To view the items your company has been awarded, please review the proposal tabulation No. 608-20 on the following web-site: www.buyboard.com/vendor. Only items marked as awarded to your company can be sold through the BuyBoard contract. In addition, on this website you will find the membership list which will provide you with the names of all entities with membership in our purchasing cooperative. Enclosed with this letter you will find the following documents: 1. Vendor Quick Reference Guide 2. BuyBoard License and Identity Standards You are advised that receipt of a purchase order directly from a Cooperative member is not within the guidelines of the Cooperative.Accepting purchase orders directly from Cooperative members may result in a violation of the State of Texas competitive bid statute and termination of this Cooperative BuyBoard contract. Therefore, all purchase orders must be processed through the BuyBoard in order to comply. Please forward by email to info@buyboard.com any order received directly from a Cooperative member. If you inadvertently process a purchase order sent directly to you by a Cooperative member, please email the order info@buyboard.com and note it as RECORD ONLY to prevent duplication. As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business days prior to the start of your contract. On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, please contact Cooperative Procurement Staff at 800-695-2919. Sincerely, Ir 7( - Arturo Salinas Department Director, Cooperative Procurement v.6.5 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- the Local Covefwu)eW rlui hasi;dy Cooperative Js earl reed bye yfte Tee ds AsTsoci,,N r of Sdwov Bo"'rajs, , � exas P ��arr�,��af f ey��e, ye�� AsFa�slora ref Cr�uraYre,, ara�YlP7e�exat.,��sv�,i�ftr�r�aP '�an��J�dr�aa�'rasPaaPaas. Board Cooperative Purchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 PH: 800-69S-2919 ` FAX: 800-211-5454 ' buvboard.com PROPOSERS AGREEMENT AND SIGNATURE Proposal Name: Highway Safety and Traffic Proposal Due Date O enin Date and Time; Control Products November 7, 2019 at 4:00 PM Location of Proposal Opening: Texas Association of School Boards, Inc. BuyBoard Department Proposal Number: 608-20 12007 Research Blvd. Austin,TX 78759 Anticipated Cooperative Board Meeting Date: Contract Time Period; June 1, 2020 through May April 2020 31, 2021 with two (2) possible one-year renewals. Buyers Barricades, Inc. November 6, 2019 Name of Proposing Company Date 7409 Baker Blvd Street Address Signature of Authorized Company Official Richland Hills, TX 76118 Eddie Harmon City, State Zip Printed Name of Authorized Company Official 817-535-3939 Branch Manager Telephone Number of Authorized Company Official Position or Title of Authorized Company Official 817-831 -7171 75-2963599 Fax Number of Authorized Company Official Federal ID Number Page 8 of 63 Proposal Forms COMM/SVCS v.05.31.2019 • Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard,com The proposing company ("you"or"your') hereby acknowledges and agrees as follows: 1. You have carefully examined and understand all Cooperative information and documentation associated with this Proposal Invitation, including the Instructions to Proposers, General Terms and Conditions, attachments/forms, item specifications, and line items (collectively"Requirements"}; 2. By your response ("Proposal's to this Proposal Invitation, you propose to supply the products or services submitted at the prices quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or exceptions are noted in the Proposal; 3. Any and all deviations and exceptions to the Requirements have been noted in your Proposal and no others will be claimed; 4. If the Cooperative accepts any part of your Proposal and awards you a contract, you will furnish all awarded products or services at the prices quoted and in strict compliance with the Requirements (unless specific exceptions are noted in the Proposal and accepted by the Cooperative), including without limitation the Requirements related to: a. conducting business with Cooperative members, including offering pricing to members that is the best you offer compared to similar customers; b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation; c. the possible award of a piggy-back contract by another governmental entity or nonprofit entity, in which event you will offer the awarded goods and services in accordance with the Requirements; and d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to activation of your contract; 5. You have clearly identified on the included form any information in your Proposal that you believe to be confidential or proprietary or that you do not consider to be public information subject to public disclosure under a Texas Public Information Act request or similar public information law; 6. The individual signing this Agreement is duly authorized to enter into the contractual relationship represented by this Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a form) is authorized and has the requisite knowledge to provide the information and make the representations and certifications required in the Requirements; 7. You have carefully reviewed your Proposal, and certify that all information provided is true, complete and accurate, and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and 8. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, may disqualify you from consideration for a contract award under this Proposal Invitation or result in termination of an award or any other remedy or action provided for in the General Terms and Conditions or by law. Page 9 of 63 Proposal Farms COMm/sVCS v.05,37,2019 r Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 ' bu booaard.com VENDOR CONTACT INFORMATION Name of Company: Buyers Barricades, Inc. Vendor Proposal/Contract Contact Name: Eddie Harmon Vendor Proposal/Contract Contact E-mail Address: Eddie@buyersbarricades.com Vendor Contact Mailing Address for Proposal/Contract Notices: 7409 Baker Blvd. Richland Hills, TX. 76118 Company website: www.buyersbarricades.com Purchase Orders: All purchase orders from Cooperative members will be available through the Internet. Vendors need Internet access and at least one e-mail address so that notification of new orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be provided to vendors to assist them with retrieving their orders. Please select options below for receipt of purchase orders and provide the requested information: I will use the internet to receive purchase orders at the following address: Purchase Order E-mail Address: Eddie@BuyersBarrlcades.com Purchase order contact: Eddie Harmon phone: 817-535-3939 Alternate Purchase Order E-mail Address: Dustin@buyersBarricades.com Alternate Purchase Order Contact: Dustin Rawlings phone: 817-535-3939 ❑ Purchase orders may be received by the Designated Dealer(s) identified on my company's Dealer Designation form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the Contract and the performance of all Designated Dealers under and in accordance with the Contract. Request for Quotes ("RFQ"1: Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses for the receipt of RFQs RFQ E-mail address: Eddie@BuyersBarricades.com RFQ Contact: Eddie Harmon Phone: 817--535-3939 Alternate RFQ E-mail Address: Dustin@buyersBarrlcades.com Alternate RFQ contact: Dustin Rawlings Phone: 817-535-3939 Page 10 of 63 Proposal Forms COMM/SVCS v.05.31,2019 Board Cooperative Purchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH; 800-695-2919 ' FAX: 800-211-5454 ' buvboard.com Invoices: Your company will be billed monthly for the service fee due under a contract awarded under this Proposal Invitation. All invoices are available on the BuyBoard webslte and e-mail notifications will be sent when they are ready to be retrieved. Please provide the following address, contact and e-mail information for receipt of service fee invoices and related communications: Please choose only one_(!,) of the following options for receipt of invoices and provide the requested information: ❑ Service fee invoices and related communications should be provided directly to my company at: Invoice Mailing address: ARIAP 7409 Baker Blvd Department; City: Richland Hills state: TX Zip code; 76118 Contact Name: Kelly Brown Phone; 817-535-3939 Invoice Fax: N/A Invoice E-mail Address: Kelly@ BuyersBarricades.om Alternative Invoice E-mail Address: Eddie@BuyersBarricades.com ❑ In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing agent": Billing agent Mailing address: Department: City: State: Zip Code: Billing Agent Contact Name: Phone; Billing Agent Fax: Billing Agent E-mail Address: Alternative Billing Agent E-mail Address: ** if Vendor authorizes a billing agent to receive and process service fee invoices, in accordance with the General Terms and Conditions of the Contract, Vendor specifically acknowledges and agrees that nothing in that designation shall relieve Vendor of its responsibilities and obligations under the Contract Including, but not limited to,payment of all service fees under any Contract awarded Vendor. Page 11 of 63 Proposal Forms COMM/SVCS v.05.31.2019 Board Cooperative Purchasing 12007 Research Boulevard `Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 ' buvboard.com FELONY CONVICTION DISCLOSURE AND DEBARMENT CERTIFICATION FELONY CONVICTION DISCLOSURE Subsection (a) of Section 44.034 of the Texas Education Code(Notification of Criminal History of Contractor) states: "A person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Section 44.034 further states in Subsection (b): "A school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." Please check one of the following: ❑ My Company Is a publicly-held Corporation. (Advance notice requirement does not apply to publicly-held corporation.) X My company is not owned or operated by anyone who has been convicted of a felony. ❑ My company is owned/operated by the following individual(s)who has/have been convicted of a felony: Name of Felon(s): Details of Conviction(s): By signature below, I certify that the above information is true, complete and accurate and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name DEBARMENT CERTIFICATION Neither my company nor an owner or principal of my company has been debarred, suspended or otherwise made ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension,"as described in the Federal Register and Rules and Regulations, Neither my company nor an owner or principal of my company is currently listed on the government-wide exclusions In SAM, debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. My company agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from my company if my company or an owner or principal is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under any statutory or regulatory authority. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name Page 12 of 63 Proposal Forms COMM/SVCS v.05.31,2019 DwCooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 * PH: 800-695-2919 • FAX: 800-211-5454 ` bu bo�co RESIDENT NONRESIDENT CERTIFICATION Chapter 2252, Subchapter A, of the Texas Government Code establishes certain requirements applicable to proposers who are not Texas residents. Under the statute, a"resident" proposer is a person whose principal place of business is in Texas, including a contractor whose ultimate parent company or majority owner has its principal place of business in Texas. A 'nonresident"proposer is a person who is not a Texas resident. Please indicate the status of your company as a "resident" proposer or a"nonresident"proposer under these definitions. Please check M one of the following: I certify that my company is a Resident Proposer. ❑ I certify that my company is a Nonresident Proposer. If your company is a Nonresident Proposer, you must provide the following information for your resident state (the state in which your company's principal place of business is located): Company Name Address City State Zip Code A. Does your resident state require a proposer whose principal place of business is in Texas to under-price proposers whose resident state is the same as yours by a prescribed amount or percentage to receive a comparable contract? ❑ Yes ❑ No B. What is the prescribed amount or percentage? $ or VENDOR EMPLOYMENT CERTIFICATION Section 44.031(b) of the Texas Education Code establishes certain criteria that a school district must consider when determining to whom to award a contract. Among the criteria for certain contracts is whether the vendor or the vendor's ultimate parent or majority owner (i) has its principal place of business in Texas; or (ii) employs at least 500 people in Texas. If neither your company nor the ultimate parent company or majority owner has its principal place of business in Texas, does your company, ultimate parent company, or majority owner employ at least 500 people in Texas? Please check(,/)one of the following: ❑ Yes ❑ No By signature below, I certify that the information in Sections 1 (Resident/Nonresident Certification) and 2 (Vendor Employment Certification) above is true, complete and accurate and that I am authorized by my company to make this certification. Buyers Barricades Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name Page 13 of 63 Proposal Forms COMM/SVCS v.05.31.2619 a 0 Board Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.com NO ISRAEL BOYCOTT CERTIFICATION Effective September 1, 2017, as amended effective May 7, 2019 (H.B. 793), a Texas governmental entity may not enter into a contract with a value of $100,000 or more that is to be paid wholly or partly from public funds with a company (excluding a sole proprietorship) that has 10 or more full-time employees for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. (TEx.Govt CODE Ch. 2270). Accordingly, this certification form is included to the extent required by law. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, Inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. TEX. GOv'T CODE§808.001(1). By signature below, I certify and verify that Vendor does not boycott Israel and will not boycott Israel during the term of any contract awarded under this Proposal Invitation, that this certification is true, complete and accurate, and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name Note: If Vendor does not wish to make this certification, return the blank form in lieu of a completed certifica tion. NO EXCLUDED NATION OR FOREIGN TERRORIST ORGANIZATION CERTIFICATION j Effective September 1, 2017, Chapter 2252 of the Texas Government Code provides that a Texas governmental entity may not enter into a contract with a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization —specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) By signature below, I certify and verify that Vendor is not on the Texas Comptroller's list identified above; that this certification is true, complete and accurate; and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name Page 14 of 63 proposal Farms COMM/SVCS v,05.31,2019 Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.corn HISTORICALLY UNDERUTILIZED BUSINESS CERTIFICATION A proposer that has been certified as a Historically Underutilized Business (also known as a Minority/Women Business Enterprise or "MWBE" and all referred to In this form as a "HUB') is encouraged to indicate its HUB certification status when responding to this Proposal Invitation. The electronic catalogs will indicate HUB certifications for vendors that properly indicate and document their HUB certification on this form. Please check all that apply: ❑ I certify that my company has been certified as a HUB in the following categories: ❑ Minority Owned Business ❑ women Owned Business ❑ Service-Disabled Veteran Owned Business (veteran defined by 38 U.S.C. §101(2),who has a service-connected disability as defined by 38 U.S.C. § 101(16), and who has a disability rating of 20% or more as determined by the U.S. Department of Veterans Affairs or Department of Defense) Certification Number: Name of Certifying Agency: ❑ My company has NOT been certified as a HUB. By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Eddie Harmon Printe Name Signature of Authorized Company Official Page 15 of 63 Proposal Farms CRMM/SVC3 v,053€.2019 a � Board Cooperative Purchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 " buyboard.com CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION A contract awarded under this Proposal Invitation covers only the specific goods and services awarded by the BuyBoard. As explained in the BuyBoard Procurement and Construction Related Goods and Services Advisory for Texas Members ("Advisory's, Texas law prohibiits the procurement of architecture or engineering services through a purchasing cooperative. This BuyBoard contract does not include such services. Architecture or engineering services must be procured by a Cooperative member separately, in accordance with the Professional Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local policy. The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that are potentially relevant to a Cooperative member's procurement of construction or construction-related goods and services, including those for projects that may involve or require architecture, engineering or independent testing services. A copy of the Advisory can also be provided upon request. By signature below, the undersigned affirms that Proposer has obtained a copy of the Advisory, has read and understands the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction-related goods or services to a Cooperative member under a BuyBoard contract awarded under this Proposal Invitation, Proposer will comply with the Advisory and applicable legal requirements, make a good faith effort: to make its Cooperative member customers or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy of the Advisory before executing a Member Construction Contract with the member or accepting the member's purchase order for construction-related goods or services, whichever comes first. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name November 6, 2019 Date Page 16 of 63 Proposal Forms COMMJSVC5 v,05.31.2019 e � Board Cooperative Parehasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 •buyboard.corn DEVIATION AND COMPLIANCE If your company intends to deviate from the General Terms and Conditions, Proposal Specifications or other requirements associated with this Proposal Invitation, you MUST list all such deviations on this form, and provide complete and detailed information regarding the deviations on this form or an attachment to this form. The Cooperative will consider any deviations in its contract award decision, and reserves the right to accept or reject a proposal based upon any submitted deviation. In the absence of any deviation identified and described in accordance with the above, your company must fully comply with the General Terms and Conditions, Proposal Specifications and all other requirements associated with this Proposal Invitation if awarded a contract under this Proposal Invitation. A deviation will not be effective unless accepted by the Cooperative. The Cooperative may, in its sole discretion, seek clarification from and/or communicate with Proposer(s) regarding any submitted deviation, consistent with general procurement principles of fair competition. The Cooperative reserves the right to accept or reject a proposal based upon any submitted deviation. Please check one of the following: IN NO; Deviations ❑ YeS; Deviations List and fully explain any deviations you are submitting: PLEASE PROVIDE THE FOLLOWING INFORMATION: 1. Shipping Via: A Common Carrier 0 Company Truck Prepaid and Add to Invoice ❑ Other: FOB destination 2. Payment Terms: 0 Net 30 days ❑ 1% in 10/Net 30 days ❑ Other: 9-0 �. �rrGl�r�sew 3. Number of hays for Delivery: 4 rJ ARO 4. Vendor Reference/Quote Number: Buyers 2019 Price List 5. State your return policy: Return to Buyers facility upon rejection during shipment. Return not authorized at other times unless Buyers has had visual inspection. 6. Are electronic payments acceptable? *Yes ❑ No 7. Are credit card payments acceptable? ®Yes ❑ No Buyers Barricades, Inc. Comp ny Name ��— Eddie Harmon Signature of Authorized Company Official Printed Name Page 17 of 63 Proposal Forms COMMISVCS v.05.31,2019 Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 •buvboard.com LOCATION AUTHORIZED SELLER LISTINGS If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation, please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary. NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders, and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer Designated Dealer form. Company Name Address City State zip Phone Number Fax Number Contact Person Company Name Address City State Zip Phone Number Fax Number Contact Person Page 18 of 63 Proposal Forms COMM/SVCS v.05.31.2019 DuBoard CooperativeM bgsing 12007 Research Boulevard ' Austin,Texas 78759-2439 ' PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com MANUFACTURER DEALER DESIGNATION If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple dealers ("Designated Dealers'} to receive Cooperative member Purchase Orders on Vendor's behalf, you must complete this form for each dealer you wish to designate. Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such designations are for Vendor's convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder, including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees. If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to a Designated Dealer for processing. The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise acting on Vendor's behalf under the Contract. Further, the Cooperative's administrator shall be authorized to remove or suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion. If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated Dealer below and have this form signed by an official of your company authorized to make such designation. If you wish to designate multiple dealers, please duplicate this form as necessary. Designated Dealer Name Designated Dealer Address City State Zip Phone Number Fax Number Email address Designated Dealer Tax ID Number* (*attach W-9) Designated Deafer Contact Person Your Company Name Signature of Authorized Company Official Page 19 of 63 Proposal Farms COMMISVCS u05.31.2019 r Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.com TEXAS REGIONAL SERVICE DESIGNATION The Cooperative (referred to as"Texas Cooperative" in this form and in the State Service Designation form) offers vendors the opportunity to service its members throughout the entire State of Texas. If you do not plan to service all Texas Cooperative members statewide, you must indicate the specific regions you will service on this form. Ifyou propose to serve different regions for different products or services included In your proposal, you must complete and submit a separate Texas Regional Service Designation form for each group of products and clearly indicate the products or services to which the deslgnation applies In the space provided at the end of this form. By designating a region or regions, you are certifying that you are authorized and willing to provide the proposed products and services In those regions. Designating regions in which you are either unable or unwilling to provide the specified products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Additionally, if you do not plan to service Texas Cooperative members (i.e., if you will service only states other than Texas), you must so indicate on this form. Regional Education Service Centers ® I will service Texas Cooperative members statewide. _....... .- . t ❑ I will not service Texas Cooperative members statewide. I will only service members in the regions checked below: Region adau r--' R He a tern ' �� f ❑ 1 Edinburg K I ❑ 2 Corpus Christi - i� ❑ 3 Victoria ^' ❑ 4 Houston s ❑ 5 Beaumont Y R, ❑ 6 Huntsville _... _ l ❑ 7 Kilgore �."' `�r'' ❑ 8 Mount Pleasant r" ❑ 9 Wichita Falls E � �s ❑ 10 Richardson i ❑ 11 Fort Worth .: .; ❑ 12 Waco ~_, ❑ 13 Austin «; :I ❑ 14 Abilene f -. ❑ 15 San Angelo �° ❑ 16 Amarillo 17 Lubbock Buyers Barricades, Inc. ❑ ❑ 18 Midland Compa y ame ❑ 19 El Paso ���� ❑ 20 San Antonio Signature of Authorized Company Official Eddie Harmon ❑ I will not service members Printed Name of the Texas Cooperative, Page 20 of 63 Proposal Forms COMMISVCS v.05.31,2019 a � Board Cooperative Purehasing 12007 Research Boulevard •Austin,Texas 78759-2439 , PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard.com If this Texas Regional Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: Page 21 of 63 Proposal Forms COMM/SVCS v.0531.2019 Board Cooperative Purchasing 12007 Research Boulevard Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard.com STATE SERVICE DESIGNATION The Cooperative offers vendors the opportunity to service other governmental entities in the United States, including intergovernmental purchasing cooperatives such as the National Purchasing Cooperative BuyBoard. You must complete this form if you plan to service the entire United States, or will service only the specific states indicated. (Note:If you plan to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.) If you serve different states for different products or services Included In your proposal, you must complete and submit a separate State Service Designation form for each group of products and clearly indicate the products or services to which the designation applies in the space provided at the end of this form. By designating a state or states, you are certifying that you are authorized and willing to provide the proposed products and services In those states. Designating states In which you are either unable or unwilling to provide the specifled products and services shall be grounds for either rejection of your proposal or, if awarded, termination of your Contract. Please check& all that apply: ❑ I will service all states in the United States. ❑® I will not service all states in the United States. I will service only the states checked below: ❑ Alabama ❑ Alaska ❑ Nebraska ❑ Arizona ❑ Nevada ❑ Arkansas ❑ New Hampshire ❑ California (Public Contract Code 20118 &20652) ❑ New.jersey ❑ Colorado ❑ New Mexico ❑ Connecticut ❑ New York ❑ Delaware ❑ North Carolina ❑ District of Columbia ❑ North Dakota ❑ Florida ❑ Ohio ❑ Georgia ❑ Oklahoma ❑ Hawaii ❑ Oregon ❑ Idaho ❑ Pennsylvania ❑ Illinois ❑ Rhode Island ❑ Indiana ❑ South Carolina ❑ Iowa ❑ South Dakota ❑ Kansas ❑Tennessee ❑ Kentucky IN Texas ❑ Louisiana ❑ Utah ❑ Maine ❑ Vermont ❑ Maryland ❑ Virginia ❑ Massachusetts ❑ Washington ❑ Michigan ❑ West Virginia ❑ Minnesota ❑ Wisconsin ❑ Mississippi ❑ Wyoming ❑ Missouri ❑ Montana Page 22 of 63 Proposal Forms COMM/SVCS v.05.31.2019 � Board DuCooperative Purchasing 12007 research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 ' bu bow. ardcom. This form will be used to ensure that you can service other governmental entities throughout the United States as indicated, Your signature below confirms that you understand your service commitments during the term of a contract awarded under this proposal. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name If this State Service Designation form applies to only one or some of the products and services proposed by Vendor, list the products and services to which this form applies here: Page 23 of 63 Proposal Forms COMM/SVCS v.05.31.2014 DuCapperative Purchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211.-5454 • buyboard.com NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this Proposal Invitation may be "piggy-backed" by another governmental entity. The National Purchasing Cooperative is an intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members throughout the United States. If you agree to be considered for a piggy-back award by the National Purchasing Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states you have indicated on the State Service Designation form, in your Proposal. By signing this form, Proposer(referred to in this Agreement as"Vendor") agrees as follows: 1. Vendor acknowledges that if The Local Government Purchasing Cooperative ("Texas Cooperative's awards Vendor a contract under this Proposal Invitation ("Underlying Award', the National Purchasing Cooperative ("National Cooperative') may - but is not required to - "piggy-back"on or re-award all or a portion of that Underlying Award ("Piggy-Sack Award"). By signing this National Cooperative Vendor Award Agreement ("Agreement'% Vendor accepts and agrees to be bound by any such Piggy-Back Award as provided for herein. 2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator ("BuyBoard Administrator") will notify Vendor in writing of such Piggy-Back Award, which award shall commence on the effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are agreed to by its BuyBoard Administrator in writing. 3. Vendor agrees that it shall offer Its goods and services to National Cooperative members at the same unit pricing and same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e., lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award. 4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be approved in writing by the BuyBoard Administrator. 5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of purchases generated from National Cooperative members through the Piggy-Back Award. Vendor shall remit payment to National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative members for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall have the right, upon reasonable written notice, to review Vendor's records pertaining to purchases made by National Cooperative members in order to verify the accuracy of service fees. 6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of this Agreement shall control, and then only to the extent necessary to reconcile the conflict. Proposal Forms CONM/SVCS v,05.31.2019 Page 24 of 63 i Board vooperative Purchasing 12007 Research Boulevard `Austin,Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' bu bo�ard;com 7. This Agreement shall be governed and construed in accordance with the laws of the State of Rhode Island and venue for any dispute shall lie in the federal district court of Alexandria, Virginia. 8. Vendor acknowledges and agrees that the award of a Piggy-Back Award is within the sole discretion of National Cooperative, and that this Agreement does not take effect unless and until National Cooperative awards Vendor a Piggy- Back Award and the BuyBoard Administrator notifies Vendor in writing of such Piggy-Back Award as provided for herein. WHEREFORE, by signing below Vendor agrees to the foregoing and warrants that it has the authority to enter into this Agreement. Name of Vendor Proposal Invitation Number Signature of Authorized Company Official Printed Name of Authorized Company Official Date Proposal Farms Comm/Svcs v.05.31.2019 Page 25 of 63 r � Board wanperative Purchasing 12007 Research Boulevard ^Austin,Texas 78759-2439 , PH: 800-695-2919 ' FAX: 800-211-5454 ' buvboard. FEDERAL AND STATE I PURCHASING COOPERATIVE EXPERIENCE The Cooperative strives to provide its members with the best services and products at the best prices available from vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions. 1. Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or market price during the previous 12-month period or the last fiscal year: $saa,aoo+ (The period of the 12 month period is Noy zone 2ot2o'9 ). In the event that a dollar value is not an appropriate measure of the sales, provide and describe your own measure of the sales of the item(s). 2. By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items under equivalent circumstances. 3. Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing cooperatives as required. VENDOR?CURRENT FORMER VENDOR (Y/N)?— AWARDED PURCHASING • •D GROUPAS ••. •. 1. Federal General Services Administration N N 2. T-PASS (State of Texas) N N 3. OMNIA Partners N N 4. Sourcewell (NJPA) N N 5. E&I Cooperative N N 6. Houston-Galveston Area Council (HGAC) N N 7. Choice Partners N N 8. The Interlocal Purchasing System (TIPS) N N 9, Other N N ❑1 MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS, CURRENT BUYBOARD VENDORS If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between your current and proposed discounts. Current Discount(%): 0 Proposed Discount(d/o): 0 Ex Ip anation: Proposal Forms COMM/SVCS v.05,31,2019 Page 26 of 63 Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 ' buyboard,com By signature below, I certify that the above is true, complete and accurate and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Eddie Harmon Signature of Authorized Company Official Printed Name i Proposal Forms COMM/SVCS v.05,31.2019 Page 27 of 63 r 0 Board wCooperativePurchasitty 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 ' buvboard.com GOVERNMENTAL REFERENCES For your Proposal to be considered, you must supply a minimum of five (5) individual governmental entity references. The Cooperative may contact any and all references provided as part of the Proposal evaluation. Provide the information requested below, including the existing price/discounts you offer each customer. The Cooperative may determine whether prices/discounts are fair and reasonable by comparing prices/discounts stated in your Proposal with the prices/discounts you offer other governmental customers. Attach additional pages if necessary. Quantity/ Entity Name Contact Phone# Email Address Discount Volume 1 City of Fort Worth, Gregory Stean, 817-991-0269, 0% Discount, Open Contract TxDOT, Al Drayton, 512-486-5403, 0% Discount, Open Contract LBJ Express, Greg Joslin, 214-549-8026, 0%, Open Contract 3. 4. North Tarrant Express, Myron Davis, 817-897-6995, 0%, Open Contract City of Grapevine, Francis Bishop, 817-410-3373, 0%, Open Contract Do you ever modify your written policies or standard governmental sales practices as identified in the above chart to give better discounts (lower prices)than indicated? YES❑ NO ❑ If YES, please explain: We may adjust based on different circumstances. Example: quantities, emergencies, natural and or human disasters, etc. By signature below, I certify that the above is true and correct and that I am authorized by my company to make this certification. i Buyers Barricades, Inc. Comp y ame /�-- Signature of Authorized Company Official Eddie Harmon Printed Name Proposal Forms COMM/SVCS v.05.31,2019 Page 28 of 63 Board Cooperative Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 PH: 800-695-2919 ' FAX: 800-211-5454 buyboard.com MARKETING STRATEGY For your Proposal to be considered,_you must submit the Marketipq Strategy you will use if the Cooperative accepts all or Attach additional pages if necessary. Buyers Barricades, Inc. will add the Buy Board logo to our website, as well as include information regarding our Buy Board participation on newsletters to all of our current customers. Our sales reps will also be told to let eligible customers know that we can be found on Buy Board. Buyers Barricades, Inc. Company Name Signature of Authorized Company Official Eddie Harmon Printed Name Proposal Forms COMMISVCS v.05.31.2019 Page 29 of 63 e � Board Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211.-5454 ' buyboard.com CONFIDENTIAL PROPRIETARY INFORMATION A. Public Disclosure Laws All Proposals, forms, documentation, or other materials submitted by Vendor to the Cooperative in response to this Proposal Invitation, including catalogs and pricelists, may be subject to the disclosure requirements of the Texas Public Information Act (Texas Government Code chapter 552.001, et. sec7.) or similar disclosure law. Proposer must clearly identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the Proposal) that Proposer considers proprietary or confidential. If Proposer falls to properly identify the information, the Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a member of the public or other third party request access to the information under the Texas Public Information Act or similar disclosure law. Proposer will be notified of any third parry request for information in a Proposal that Proposer has identified in this form as proprietary or confidential. Does your Proposal (including farms, documentation, or other materials submitted with the Proposal) contain information which Vendor considers proprietary or confidential? Please check()I)one of the following: NO, I certify that none of the information included with this Proposal is considered confidential or proprietary. YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is specifically identified on this form. If you responded 'YES", you must identify below the specific information you consider confidential or proprietary. list each page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative and its Administrator will not be responsible for a Proposer's failure to clearly identify information considered confidential or proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and its Administrator will disclose information when required by law, even if such information has been identified herein as information the vendor considers confidential or proprietary. Confidential / Proprietary Information: (Attach additional sheets if needed.) Proposal Forms COMM/SVCS u65.31.2019 Page 30 of 63 Board PuGnaperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 , PH: 800-695-2919 • FAX: 800-211-5454 ' bu bow ard.com B. Copvrlight Information Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain copyright information? Please check(-V)one of the following_ NO, Proposal (including forms, documentation,or other materials submitted with the Proposal) does not contain copyright information. ❑ YES, Proposal(including forms,documentation,or other materials submitted with the Proposal)does contain copyright information. If you responded"YES", identify below the specific documents or pages containing copyright information. Copyright Information: (Attach additional sheets if needed.) C.Consent to Release Confidenfial/Proi3rietary/Copyriciht Information to BuyBoard Members BuyBoard members (Cooperative and nonprofit members) seeking to make purchases through the BuyBoard may wish to view information included in the Proposals of awarded Vendors. If you Identified information on this form as confidential, proprietary, or subject to copyright, and you are awarded a BuyBoard contract, your acceptance of the BuyBoard contract award constitutes your consent to the disclosure of such information to BuyBoard members, including posting of such information on the secure BuyBoard website for members, Note: Neither the Cooperative nor its Administrator will be responsible for the use or distribution of information by BuyBoard members or any other party. D.Consent to Release Proposal Tabulation Notwithstanding anything in this Confidential/Proprietary Information form to the contrary, by submitting a Proposal, Vendor consents and agrees that, upon Contract award, the Cooperative may publically release, including posting on the public BuyBoard website, a copy of the proposal tabulation for the Contract including Vendor name; proposed catalog/prlcelist name(s); proposed percentage discount(s), hourly labor rate(s), or other specified pricing; and Vendor award or non-award information. By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. Buyers Barricades, Inc. Company Name 4& Signature of Authorized Company Official Eddie Harmon Printed Name November 6, 2019 Date Proposal Forms COMM/SVCS v.05.33.2019 Page 31 of 63 r ev Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard.com VENDOR BUSINESS NAME By submitting a Proposal, Proposer is seeking to enter into a legal contract with the Cooperative. As such, a Proposer must be an individual or legal business entity capable of entering into a binding contract. Proposers, must completely and accurately provide the information requested below or your Proposal may be deemed non-responsive. Name of Proposing Company: Buyers Barricades, Inc. (List the legal name of the company seeking to contract with the Cooperative. Do NOT list an assumed name, dba,aka,etc here. Such information may be provided below. If you are submitting a joint proposal with another entity to provide the same proposed goods or services, each submitting entity should complete a separate vendor information form. Separately operating legal business entities, even if afliated entities, which propose to provide goods of services separately mustsubmit their own Proposals.) Please check(d)one of the following: nrpe of Business: Individual/Sole Proprietor Corporation X Limited Liability Company Partnership Other If other, identify State of Incorporation (if applicable): Texas Federal Employer Identification Number: 75T2963599 (Vendor must include a completed form with their proposal) List the Name(s) by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: If different than the Name of Proposing Company listed above, only valid trade names(dba, aka, etc.)of the Proposing Company may be used and a copy of your Assumed Name Certificate(s),if applicable must be attached.) Buyers Barricades, Inc. Proposal Forms COMM/SVCS v.05.31.2019 Page 32 of 63 Forre WIM9 Request for Taxpayer Give Form to the Mee.October 2018) Identification Number and Certification requester,Do not Department of the'rreasury send to the IRS. Internai Revenue Service lio- Go to,wwwJrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return),Name is required on this line;do not leave this line blank, Buyers Barricades Inc, 2 Business nameldisregarded entity name,if different from above C'. 3 Check appropriate box for federal tax classification of the person whose name Is entered on line 1.Check only one of the 4 Exemptions(codes apply only to following seven IeWeSd certain entities,not individuals;see OL instructions on page 3): 0 C L1 InclMdual/sole proprietor or Z C Corporation L1 S Corporation LJ Partnership El Trust/estate M single-member LLC Exempt payee code(if any) R E] Limited liability company.Enter the tax classification(C-C corporation,S.-.S corporation,P=Parinership)lr^ 0 Note:Check the appropriate box In the line above for the tax classification of the single-member owner. IDo not check Exemption from FATCA reporting LLC it the LLG is classified as a single-member LLC that Is disregarded from the owner unless the owner of the LLC is code(if any) another LLC that is not disregarded from the owner for U.S.federal tax purposes.otherwise,a single-member LLC that 0. is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other(see instructions)0^ (Appil..1u mhLdWd,1h.0,S) CL 6 Address(number,street,and apt.or,suite nu.)See instructlons. Requester's name and address(optional) o 7409 Baker,Blvd, co 6 City,state,and ZIP code Richland Hills,TX 76118 7 List account number(s)here(optional) J=]J Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup'withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part 1,later.For other _M enflties,it is your employer identification number(EtN).If you do not have a number,see How to got a TIN, later-, or Note:If the account is in more than one name,see the Instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. [7 5] -� 2 � 91 6 � 3 1 5 1 9 9 L lIffflM Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.t am not subject to backup withholding because:(a)I are exempt from backup withholding,or(b)I have not been notified by the internal Revenue Service(IRS)that i wn subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the RS has notified rare that I am no longer subject to backup withholding;and 3.1 am a U,S,citizen or other U,S,person(defined below),;and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA repenting is correct. Certification instructions.You must cross Out item 2 above if you have been notified by the lRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured pro y,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments W� other than interest and dividends, ar�76ft',equlred to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. A /t� Sign Signature of Here Lbs,person Ir- tz 1V Date 10, Z 1, 7LIG� General Instructions Form 1099-DIV(dividends,including those frorn stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise -Form 1099-MtSO(various types of income,prizes,awards,or gross rioted, proceeds) Future developments,For the latest information about developments -Form 1099-8(stock or mutual fund sates and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to wwwJrs,gov1FbrmW9. -Form 1099-5(proceeds from real estate transactions) Purpose of Form -Form I 0199-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an -Form 1098(home mortgage interest),1098-E(student loan interest), Information return with the IRS must obtain your correct taxpayer 1098-T(tuition) Identification number(TIN)which may be your social security number -Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption ®Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an Information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable an an information return. Examples of Mformation alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might • Form 1099ANT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10,231X Form W-9(Rev.10-2018) Board Cooperative Purchasing 12007 Research Boulevard • Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 ' buyboard.com EDGAR VENDOR CERTIFICATION (2 CPR Part 200 and Appendix 11) When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR'). All Vendors submitting proposals must complete this EDGAR Certification Form regarding Vendor's willingness and ability to comply with certain requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This completed farm will be made available to Cooperative members for their use while considering their purchasing options when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in addition to the BuyBoard contract's general terms and conditions, to address the member's specific contractual needs, including contract requirements for a procurement using federal grants or contracts. For each of the items below, Vendor should certify Vendor's agreement and ability to comply, where applicable, by having Vendor's authorized representative complete and initial the applicable boxes and sign the acknowledgment at the end of this form. If you fail to complete any item in this form, the Cooperative will consider and may list the Vendor's response on the BuyBoard as "NO,"the Vendor is unable or unwilling to comply. A "NO" response to any of the items may, if applicable, impact the ability of a Cooperative member to purchase from the Vendor using federal funds. 1. Vendor Violation or Breach of Contract Terms: Contracts for more than the Simplified Acquisition Threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 USG 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18, Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms 1 and Conditions, as well as any additional terms and conditions in any Purchase Order, Cooperative member ancillary contract, or Member Construction Contract agreed upon by Vendor and the Cooperative member which must be consistent with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions. The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By submitting a Proposal, you agree to these Vendor violation and breach of contract terms. 2. Termination for Cause or Convenience: For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the following term and condition shall apply: The Cooperative member may terminate or cancel any purchase order under this Contract at any time, with or without cause, by providing seven (7) business days advance written notice to the Vendor. If this Agreement is terminated in accordance with this Paragraph, the Cooperative member shall only be required to pay Vendor for goods or services delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with Vendors return policy. If the Cooperative member has paid Vendor for goods or services not yet provided as of the date of termination, Vendor shall immediately refund such payment(s). If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the manner by which it will be effected and the basis for settlement, is included in the Cooperative member's purchase order, ancillary agreement, or Member Construction Contract agreed to by the Vendor, the Cooperative member's provision shall control. Proposal Forms COMM/SVCS v.05,31.2019 Page 33 of 63 DuCooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 • buvboard.com 3. Equal Employment Opportunity: Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR Part 60,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that such provision applies to any Cooperative member purchase or contract that meets the definition of "federally assisted construction contract"in 41 CFR Part 60-1.3 and Vendor agrees that it shall comply with such provision. 4. Davis-Bacon Act: When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction'l. In accordance with the statute, Vendor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week. Current prevailing wage determinations issued by the Department of Labor are available at wdol.gov. Vendor agrees that, for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor's acceptance of the wage determination. Vendor further agrees that it shall also comply with the Copeland "Anti-Kickback"Act (40 USC 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States'). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. 5. Contract Work Hours and Safety Standards Act: Where applicable, for all Cooperative member contracts or purchases in excess of$100,000 that involve the employment of mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 USC 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 6. Right to Inventions Made Under a Contract or Agreement: If the Cooperative member's Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the recipient or subreciplent wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance or experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. Vendor agrees to comply with the above requirements when applicable. Proposal Forms COMM/SVCS v.05.31.2019 Page 34 of 63 Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 • buvboard.com 7. Clan Air Act and Federal Water Pollution Control Act: Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended — Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401- 7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act and the Federal Water Pollution Control Act. 8. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that Vendor is not currently listed on the government-wide exclusions in SAM, is not debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases or seeking to purchase from Vendor if Vendor is later listed on the government-wide exclusions in SAM, or is debarred, suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order 12549. 9. Byrd Anti-Lobbying Amendment: Byrd Anti-Lobbying Amendment (31 USG 1352) -- Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment(31 USC 1352). 10. Procurement of Recovered Materials: For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 11. Profit as a Separate Element of Price: For purchases using federal funds in excess of the Simplified Acquisition Threshold, a Cooperative member may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). When required by a Cooperative member, Vendor agrees to provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative member shall not exceed the awarded pricing, including any applicable discount, under Vendor's Cooperative Contract, Proposal Forms COMM/SVCS v.05.31.2019 Page 35 of 63 Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 PH: 800-695-2919 • FAX: 800-211-5454 ' buvboard.com 12. General Compliance and Cooperation with Cooperative Members: In addition to the foregoing specific requirements, Vendor agrees, in accepting any Purchase Order from a Cooperative member, it shall make a good faith effort to work with Cooperative members to provide such information and to satisfy such requirements as may apply to a particular Cooperative member purchase or purchases including, but not limited to, applicable recordkeeping and record retention requirements, gag re. %4 ry 1. Vendor Violation or Breach of Contract Terms Yes EH 2. Termination for Cause or Convenience Yes EH 3. Equal Employment Opportunity Yes EH 4. Davis-Bacon Act Yes EH 5, Contract Work Hours and Safety Standards Act Yes EH 6. Right to Inventions Made Under a Contract or Agreement Yes EH 7. Clean Air Act and Federal Water Pollution Control Act Yes EH 8. Debarment and Suspension Yes EH 9. Byrd Anti-Lobbying Amendment Yes EH 10. Procurement of Recovered Materials Yes EH 11. Profit as a Separate Element of Price Yes EH 12. General Compliance and Cooperation with Cooperative Members Yes EH By signature below, I certify that the information in this form is true, complete, and accurate and that I am authorized by my company to make this certification and all consents and agreements contained herein. Buyers Barricades, Inc. Comp y Name Signature of Authorized Company Official Eddie Harmon Printed Name Proposal Forms COMM/SVCS v.05.31.2019 Page 36 of 63 � Board o PFoperativee Purchasing 12007 Research Boulevard 'Austin,Texas 78759-2439 • PH: 800-695-2919 ' FAX: 800-211-5454 ' buvboard.corn PROPOSAL INVITATION QUESTIONNAIRE The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial resources to provide the goods and perform the services ('Work") under the BuyBoard contract contemplated by this Proposal Invitation ("Contract'. Proposers must fully answer each question, numbering your responses to correspond to the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire, sign where indicated below, and submit the signed questionnaire and your responses to all questions in one document with your Proposal. You must submit the signed questionnaire and responses with your Proposal or the Proposal will not be considered. 1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your company is currently for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. Buyers Barricades, Inc. has been in business for 35 years. The company is not currently up for sale or involved in any transaction that would significantly alter its business or result in acquisition by another entity. 2. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this Contract. State the number and summarize the experience of company personnel who may be utilized for the Work, including those who will be available to Cooperative members for assistance with project development, technical issues, and product selection for Work associated with this Contract. Buyers Barricades, Inc. has a full staff of over 100 employees who work in this field everyday. Eddie Harmon and Dustin Rawlins, branch managers for Buyers Barricades, Inc. have each spent i more than five years with the company and have the ability to handle, with the rest of the staff, any issues that arise. 3. Describe Proposer's financial capability to perform the Contract. State or describe the firm's financial strength and rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm's past or present owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position with your firm. Buyers Barricades, Inc. is in good financial health. While Buyers Barricades, Inc. does not bond its work, our insurance coverage limits are $1 million per occurrence, $2 million aggregate, with additional excess coverage. Proposal Forms CaMM/SVCS v.05.31.2019 Page 37 of 63 r Board Cooperative Purchasing 12007 Research Boulevard ' Austin,Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buvboard,com 4. Does your company have any outstanding financial judgments and/or is it currently in default on any loan or financing agreement? If so, provide detailed information on the nature of such items and prospects for resolution. No 5. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to complete or deliver the work, or that have been terminated for any reason. For each such contract, provide the project name, scope, value and date and the name of the procuring entity. Fully explain the circumstances of the default, failure to complete or deliver the work, or termination. None 6. List all litigation or other legal proceedings (including arbitration proceedings), if any, in the last 10 years brought against your firm, or any of the firm's past or present owners, principal shareholders or stockholders, officers, agents or employees, that relates to or arises from a contract similar to this Contract or the work contemplated under this Contract. Provide the style of the lawsuit or proceeding (name of parties and court or tribunal in which filed), nature of the claim, and resolution or current status. None By signature below, I certify that the information contained in and/or attached to this proposal Invitation Questionnaire in response to the above questions is trite and correct and that I am authorized by my company to make this certification. Buyers Barricades, Inc. Company Name Signature of Authorized Company Official Proposal Forms COMM/SVCS v.05.31.200 Page 38 of 63 Board Cooperative Purchasing 12007 Research Boulevard •Austin,Texas 78759-2439 ' PH: 800-695-2919 ` FAX: 800-211-5454 • buyboard.corn REQUIRED FORMS CHECKLIST (Please check(d)the following) 0 Completed; Proposers Agreement and Signature 0 Completed: Vendor Contact Information Completed: Felony Conviction Disclosure and Debarment Certification Completed: Resident/Nonresident Certification [] complete d: No Israel Boycott Certification n Completed: No Excluded Nation or Foreign Terrorist Organization Certification 0 Completed: Historically Underutilized Business (HUB) Certification) 0 Completed: Construction Related Goods and Services Affirmation El Completed: Deviation/Compliance FI Completed: Location/Authorized Seller Listings 0 Completed: Manufacturer Dealer Designation FI Completed: Texas Regional Service Designation F-1 Completed: State Service Designation Completed: National Purchasing Cooperative Vendor Award Agreement Completed: Federal and State/Purchasing Cooperative Experience Completed: Governmental References Completed: Marketing Strategy Compieted: Confidential/Proprietary Information n Completed: Vendor Business Name with IRS Form W-9 Completed: EDGAR Vendor Certification 0 Completed: Proposal Invitation Questionnaire Completed: Required Forms Checklist 0 Completed Proposal Specification Form with Catalogs/Pricehsts �CaI�Ia9s/Pr1c�/rsfs�pst;6e sub%n]tled with plbpgsal f+e$l.QnSe nrles�nRse.�rl1�oh6e cnnsfdeW Proposal Forms COMM/SVCS v.05.31,2019 Page 39 of 63 agow 0.wk o - o o BMW A` w 0 0 c .� 0 MW C lU W Cy u U a+- M-A4 vai (D N a m (L) N v (n (A (A MEsm G- 1 C WIN , G� O . m N= v o M O O O o to n ggggvw, �+ .. 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(Richland Hills) 7409 Baker Blvd. Richland Hills TX 76118 Re: Highway Safety and Traffic Control Products BuyBoard Contract 608-20 The Local Government Purchasing Cooperative (BuyBoard) awarded your company a contract under Highway Safety and Traffic Control Products,Contract 608-20 effective June 1,2020 through May 31,2021, with two possible one-year renewals.At this time, the BuvBoard is renewing your contract through May 31, 2022. All discounts,terms, and conditions of your contract will remain the same. If you agree to this renewal,there is nothing you need to do. However, if you do not agree to this renewal, you must notify me via email at Iisa,rnairad'. sb.crlrr prior to the start of the renewal term. Reminder: Once a BuyBoard contract is awarded, vendors must generate a minimum of$15,000 annually or they may not be offered a contract renewal. If you have questions or comments concerning this renewal, please contact me as soon as possible at i,s,��,,;,rr�airad'. r . We appreciate your interest in The Local Government Purchasing Cooperative. Sincerely, Lisa Maraden Contract Administrator V renewal v.02.13.2020 0 Endorsed by V TASAV T • 9 QUOTATION BUYERS DFW -- Remittance Address P.O. Box 733729 Quote Date Quote ID 3 A I', I, I G D L 2/10/2021 DR020221A Dallas, TX 75373-3729 817-535-3939 Valid Through: 4/30/2022 Fax 817-831-7171 City of North Richland Hills Job Location: Richard Curtis City of North Richland Hills 7200 Dick Fisher Dr. S North Richland Hills North Richland Hills, TX 76180 Quote Created By: Dustin R Phone: 817-427-7025 Email: RCurtis@nrhtx.com Item Description Price UOM Qty/Day Days Total Qty. Total WCT-BX-06A-BASE $30,420.00 Per Each 1 1 1 $30,420.00 Industrial NVR $10,295.00 Per Each 1 1 1 $10,295.00 4G router $2,725.00 Per Each 1 1 1 $2,725.00 Axis Q6055E(HD PTZ Dome)32x Optical Zoom(Or $7,015.00 Per Each 2 1 2 $14,030.00 current Model available 2 x 5OW LED Light $2,690.00 Per Each 1 1 1 $2,690.00 Blue Flashing LED Beacon $405.00 Per Each 1 1 1 $405.00 Houston Radar Speed Lane(with software) $7,475.001 Per Each 1 1 1 1 1 1 1 $7,475.00 Freight $750.001 Per Each 1 1 1 1 1 1 1 $750.00 Note:The.indicates taxable items. ONE TIME CHARGES $68,790.00 *WCT-BX-06A-BASE- Includes: Compact Body Trailer, 30 FT Deluxe SUBTOTAL $68,790.00 Dual Electric Winch Tower, Equipment Box, S witch Panel with Low QUOTE TOTAL $68,790.00 Voltage Disconnect and Fan Controller, (4)Sealed AGM Batteries & 75A Charger, 520 Watt Solar Array, Axle Lock Bar, Combo 2-1/2" Pintle &2" Ball Hitch -4 Head Camera Mount, 5 runs CAT5E, 60OW AC I nvertor *Industrial NVR, i7 processor w/ 1 TB SSD HDD w/Analytic software, 12" monitor, vibration tray, keyboard, mouse *Verizon or AT&T cellular 4G router ,includes GPS and Wi-Fi, comes with network switch, standard 3 dBi antenna (CradlePoint) *6-8 Weeks ARO Per BuyBoard Contract#608-20 Add'I Terms: All invoices are due Net 15. Initials Page 1 of 2 Quote For: City of North Richland Hills -Quote ID: DR020221A (cont.) Accepted By: 2/10/2021 Marie Rhom Date Signature Date Buyers Barricades Print Name Visit Our Website at www.buyersbarricades.com Title Company Page 2 of 2 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10fl Complete Nos.1-4 and 6 if there are interested parties, OFFICE USE ONLY —7 Complete Nos,1,2,3,5,and 6 if there are no interested parties, CERTIFICATION OF FILING 1 Narne of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business, 2022-842911 Buyers Barricades Richland Hills,,TX United States Date Filed: 2 Name of governmental entity or state agency that is a—party to the contract for which the form is 01124/2022 being filed. City of North Richland Hills Date Acknowledged: 3 Provide the identification nurnber used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. GR802209 Wanco Portable Security Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling--- Intermediary Williams, Rowlette North Richland IHills,TX United X 5 Check only if there is NO Interested Party. 6 UNSWOR�N DECLARATION My name is Arl&' and my date of birth is jq o A My address is &6�6L 13&4-54. )Street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of_,20 (month) (year) *0A,P Lfam Signature u—ofauthorized Agent of contracting business entity (Deciarant) Forms provided by Texas Ethics Commission www,ethics.state.tx.us Version VL1.191b5cdc IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Conduct public hearing and consider Resolution No. 2022-018, adopting the 48th Year Community Development Block Grant Program. PRESENTER: Kristin James, Assistant Director of Neighborhood Services SUMMARY: The United States Department of Housing and Urban Development (HUD) requires that a public hearing be held so that the City can receive comments and input from citizens regarding the 48t" Year Community Development Block Grant (CDBG) program project. Following the public hearing it is necessary for City Council to take action regarding the project(s) to designate for the 48t" Year CDBG program. Tarrant County and the City of North Richland Hills have entered into a joint agreement whereby Tarrant County is given the authority to administer the program. GENERAL DESCRIPTION: In 1996, HUD designated the City of North Richland Hills as a metropolitan city to receive direct entitlement of Community Development Block Grant (CDBG) funds. On June 24, 1996 the City Council accepted the direct entitlement designation and entered into an agreement with Tarrant County for the administration of the City's CDBG program. As a result of the direct entitlement designation, the City is awarded an annual grant on a formula basis to help provide a wide range of community development activities. CDBG funds are used in the revitalization of neighborhoods, economic development, and to provide public facilities and services for low to moderate income persons. Eligible CDBG projects include construction or rehabilitation of homes, basic infrastructure development such as water/sewer facilities, streets and other programs that target designated areas or persons. The programs/projects selected by the City must fall in the geographic target area identified by the most recent census as being in an area with low to moderate income persons. Each program year, the City must prepare and submit a CDBG program outlining the use of these funds in accordance with HUD guidelines. Staff was informed that the City of North Richland Hills will be awarded approximately $370,000 for the 48t" Year CDBG program. Staff is proposing this money be used for the reconstruction of the entire length IrLp NOKTH KICHLAN HILLS of Sau Paulo Court. The reconstruction of Sao Paulo Court is being proposed as the City's 48t" Year CDBG Project because the poor condition of the street makes it unfeasible to include it with the annual Preventative Street Maintenance Program since too much of the existing pavement and all of the subgrade needs to be replaced. When streets reach this condition level it is more economical to reconstruct the entire street. The current estimate for the reconstruction is $369,416, in line with what the projected grant funding will be. The project will be managed and paid for directly by Tarrant County. HUD requires that a public hearing be held so that the City can receive comments and input from citizens regarding the 48t" Year CDBG program project. RECOMMENDATION: Approve Resolution No. 2022-018, adopting the 48t"Year Community Development Block Grant Program. RESOLUTION NO. 2022-018 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS APPROVING THE PROJECT FOR THE 48T" ANNUAL COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of North Richland Hills will receive Community Development Block Grant (CDBG) funds for the 48t" CDBG program year; and WHEREAS, CDBG funds are used to assist with revitalization of neighborhoods, economic development, and to provide public facilities and services for low to moderate income areas; and WHEREAS, the City of North Richland Hills is desirous to receive CDBG funds to improve the quality of life in the identified target area of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1. That the City requests approximately$370,000 in CDBG funding for the 48tn Year CDBG program. SECTION 2. That the North Richland Hills City Council hereby designates the 48t" Year CDBG Project as the reconstruction of the entire length of Sao Paulo Court (the "Project"). SECTION 3. That the entire amount received in CDBG funds for the 48t" Year be used for the Project. SECTION 4. That this Resolution shall take effect and be in full force and effect from and after the date of its adoption, and it is so resolved; and all resolutions of the City Council of the City in conflict herewith are hereby amended or repealed to the extent of such conflict. PASSED AND APPROVED this the 28t" day of March, 2022. CITY OF NORTH RICHLAND HILLS Oscar Trevino, Mayor Resolution No. 2022-018 Page 1 of 2 ATTEST: Alicia Richardson City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia McGinnis, City Attorney APPROVED AS TO CONTENT: Caroline Waggoner Director of Public Works Resolution No. 2022-018 Page 2 of 2 "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: PLAT22-0011 Consideration of a request from ANA Consultants for a preliminary plat of Lots 1X, 2-13, 14X & 15X, Block 3, St Joseph Estates, being 3.35 acres located at 7704 Davis Boulevard. PRESENTER: Clayton Comstock, Planning Director SUMMARY: ANA Consultants is requesting approval of a preliminary plat of a new phase of St Joseph Estates. This 3.35-acre property is located at 7704 Davis Boulevard. GENERAL DESCRIPTION: The property under consideration is a 3.353-acre tract located on the east side of Davis Boulevard between Freedom Way and Sayers Lane. The site abuts an existing drainage channel and an automotive repair shop on the south, and shares a common property line with the Liberty Village subdivision on the north. The property is zoned RI-PD (Residential Infill Planned Development). The zoning was approved by City Council on January 10, 2022 (Ordinance 3724). The proposed development includes 12 single-family residential lots with an approximate density of 3.58 dwelling units per acre. The typical lot size is 54 feet wide and 120 feet deep. The minimum lot size is 6,000 square feet, with an average lot size of 8,527 square feet. The development consists of a single cul de sac street with access to Davis Boulevard. Nine of the lots are located on the north side of the street. The three lots on the south side of the street are adjacent to the drainage channel. The street intersection is a right- in/right-out design and has received conceptual approval from the Texas Department of Transportation. The development incorporates approximately 10,724 square feet of open space, which makes up 7.34% of the site. The majority of the open space is located in an open space lot at the northeast corner of the Davis Boulevard intersection. This lot is adjacent to the open space lot in the Liberty Village subdivision. An open space lot is also located on the south side of the street adjacent to the automotive repair shop, and the landscaping on this lot would provide screening from the adjacent use. LAND USE PLAN: This area is designated on the Land Use Plan as Office Commercial. This designation encourages professional, medical, and administrative offices, such as traditional office buildings, executive suites, and co-working spaces. It also encourages limited commercial establishments that benefit adjacent and nearby residential areas, and in which all business is conducted indoors. The designation remains from a larger land "K NOKTH KICHLAND HILLS area prior to approval of the St. Joseph Estates residential subdivision. What remains is a 180-foot wide and 660-foot deep mid-block parcel with mostly residential uses surrounding it. The City has also approved a series of infill residential neighborhoods in this immediate vicinity of Davis Boulevard, including La Fontaine, Liberty Village, and St. Joseph Estates. CURRENT ZONING: The property is zoned RI-PD (Residential Infill Planned Development). The zoning for this property was approved by City Council on January 10, 2022 (Ordinance 3724). TRANSPORTATION PLAN: The development has frontage on the following streets. A right-of-way dedication for Chapman Road will be required on the final plat. ME Davis Boulevard P6D Major Arterial Suburban Commercial 6-lane divided roadway variable right-of-way width SURROUNDING ZONING ( LAND USE: ® ® NORTH PD(Planned Development) Low Density Residential Single-family residences(Liberty Village) WEST C-1(Commercial) Office Commercial Retail shop C-1(Commercial) Office Commercial Automobile repair shop SOUTH Single-family residences(St Joseph PD(Planned Development) Low Density Residential Estates) EAST R-2(Single-Family Residential) Low Density Residential Single-family residences (Meadowview Estates) PLAT STATUS: The property is platted as Lot 12, Block 2, St Joseph Estates. ROUGH PROPORTIONALITY DETERMINATION: The developer is responsible for 100% of all paving, water, sanitary sewer, and drainage infrastructure needed to support the development in accordance with City design criteria. PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission considered this item at the March 3, 2022, meeting and voted 5-0 to approve the plat with the conditions outlined in the Development Review Committee comments. The applicant has revised the plat to address all conditions. DRC REVIEW & RECOMMENDATION: The Development Review Committee (DRC) recommends approval of the plat, which is in conformance with the subdivision regulations and the zoning ordinance. "K NOKTH KICHLAND HILLS RECOMMENDATION: Approve PLAT21-0011. ............. LU ...... ............................................................................ .............. (1) ......................... LL(1) 0 LUO ............... ............................................................I............................. .................. 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Y sssx• .� ..\_` y '�s z o.ussos Ia � �` Z Me � --- -- o p 2 ,s- \ I- a �_ o '"I allw <n 2g Nm°,rza•w o� �,� =y_� LL `� z a o� ss�sss W W o d �c szu s m O i _�l<•�.�-__,�.-____-�`____'.�i�s�'� .,�s m 0 3 Y U I 0 (q ¢ m w w � n a w w w ¢ z w -• wN� 0 > me �w BZ �2 A w I LL G <LL o LU o, na o Oa= aoF V sN - - , _ I as oos _ Y \ L) o— LP LU �� ;� �'� 9➢36SIDs--a-32F---- - '. o i mom ----- --�\'�---- WZo O as',s'Z � alv N o -�,-, p m�LL <LLw e w z=gym oo� z o u F� s�a: _„-- a ,os•ss i ,ie'scAse ,,,, -__ __ - - "- 3.so.wloos u'ss� O az Xo --_ IL - - w say a �asinva 9w ZEol 3 MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE PLANNING AND ZONING COMMISSION OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL, 4301 CITY POINT DRIVE MARCH 3, 2022 C.2 PLAT22-0011 CONSIDERATION OF A REQUEST FROM ANA CONSULTANTS FOR A PRELIMINARY PLAT OF LOTS 1X, 2-13, 14X & 15X, BLOCK 3, ST JOSEPH ESTATES, BEING 3.35 ACRES LOCATED AT 7704 DAVIS BOULEVARD. APPROVED WITH CONDITIONS Chair Welborn introduced the item, and called for Planning Director Clayton Comstock to introduce the request. Mr. Comstock introduced the request. Chair Welborn called for the applicant to present the request. Osama Nashed, ANA Consultants, 5000 Thompson Terrace, Colleyville, Texas, presented the request. Chair Welborn called for Mr. Comstock to present the staff report. Mr. Comstock presented the staff report. A MOTION WAS MADE BY COMMISSIONER HOFFA, SECONDED BY VICE CHAIR TYNER TO APPROVE PLAT22-0011 WITH THE CONDITIONS OUTLINED IN THE DEVELOPMENT REVIEW COMMITTEE COMMENTS. MOTION TO APPROVE CARRIED 5-0. March 03, 2022 Planning and Zoning Commission Meeting Minutes Page 1 of 1 "K NOKTH KICHLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: PLAT22-0009 Consideration of a request from Torino LLC for a preliminary plat of Tivoli Garden Estates, being 3.06 acres located at 7509 Chapman Road. PRESENTER: Clayton Comstock, Planning Director SUMMARY: Torino LLC is requesting approval of a preliminary plat of Tivoli Garden Estates. This 3.06-acre property is located at 7509 Chapman Road. GENERAL DESCRIPTION: The property under consideration is a 3.06-acre site on the north side of Chapman Road at the Holiday Lane intersection. The property is located on the north side of Chapman Drive across from the intersection of Holiday Lane. The property is unplatted and developed with a 1,140-square-foot residence built in 1948 and associated accessory buildings and structures. The property has approximately 410 feet of frontage on Chapman Drive and is approximately 328 feet deep. The property is zoned RI-PD (Residential Infill Planned Development). The zoning was approved by City Council on December 13, 2021 (Ordinance 3719). The primary purposes of the RI-PD district were to limit the subdivision to four lots, provide appropriate setbacks for the context of the area, and restrict the number and location of driveways surrounding the intersection of Chapman Road and Holiday Lane. The proposed development includes four single-family residential lots. The lots range in size from 24,769 square feet to 33,461 square feet, with a density of 1.3 dwelling units per acre. The typical lot is 85 feet wide and 290 feet deep. The lots include a 25-foot front building line, a 30-foot rear building line, and a 55-foot setback for garages. Two shared driveways are provided on Chapman Road on either side of the Holiday Lane intersection. The driveway locations are established by a 25-foot wide private cross access easement on the plat. LAND USE PLAN: This area is designated on the Vision203O Land Use Plan as Residential Estate. This designation promotes neighborhoods defined by larger single- family lots and homes at a density of less than two (2) units per acre. These neighborhoods are characterized by large lots, rural street design, estate-style fencing, barns, and livestock. These properties address a specific market niche and add to the diverse mix of housing and lot options for the community. "K NOKTH KICHLAND HILLS CURRENT ZONING: The property is zoned RI-PD (Residential Infill Planned Development). The zoning for this property was approved by City Council on December 13, 2021 (Ordinance 3719). TRANSPORTATION PLAN: The development has frontage on the following streets. A right-of-way dedication for Chapman Road will be required on the final plat. ® < Chapman Road C21J Major Collector Suburban Residential 2-lane undivided roadway 68-foot right-of-way width SURROUNDING ZONING ( LAND USE: NORTH R-1-S(Special Single-Family) Residential Estate Single-family residence WEST R-1(Single-Family Residential) Residential Estate Vacant lots SOUTH R-2(Single-Family Residential) Low Density Residential Single-family residences EAST R-2(Single-Family Residential) Low Density Residential Single-family residences PLAT STATUS: The property is unplatted. ROUGH PROPORTIONALITY DETERMINATION: The developer is responsible for 100% of all paving, water, sanitary sewer, and drainage infrastructure needed to support the development in accordance with City design criteria. PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission considered this item at the March 3, 2022, meeting and voted 5-0 to approve the plat with the conditions outlined in the Development Review Committee comments. The applicant has revised the plat to address all conditions. DRC REVIEW & RECOMMENDATION: The Development Review Committee (DRC) recommends approval of the plat, which is in conformance with the subdivision regulations and the zoning ordinance. RECOMMENDATION: Approve PLAT21-0009. /_ ,�........................... Li o J O W , l J 2 J O 0 M W W 138t/W o ...........a............._,,, LU - Q LO At/12�t/8 ............ ............... .. ... .......................... 11 Jlb'd 11 1I 11 O 11 H ......... v ......... ... MOUV3W T N N (p E = Q = 'O 0 O (6 p ,,,,,,,,,,,,,,, ............. Q N 5 O = 0 O ......,,, .............. N o ,� O ° ................ N o m )4HVd ANVLLIHS ........ 0 L ...... ...._. 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HONV?J 311LII s ~ a . � aa � w - cl C) ; a i T Z o � a0 H V u� LL o0 %/ rr / � , III III Jr �9/iipr� / r O LO 1® 14 O _e roi n ® G� in N O rJ Z r!" y i / � irinl mu � ga I �f r I T N N (6 II M ^'�I� IIIII T al p m ° y o i%/ tiaflrm,, uV �I IIII t, a� A 0 O f/) & m a� U � E YIYII f 'e1 U O O N �nllYl � Q a Q N i / N a Q wQ= m s N Q U N Q T 02- Q O 1.N 11 om E P E-1 -2 2 2 LL— iF m -E MCI 0 . m '3 B,4 R TA Y DRIVE ru F —BLOCK—3 -L,.,,A-SSUl, VOL- 388 11, PIPJ C T_1 - I x 10 0 ' 'qzc m "Og' L.00 s LZ'L6Z of m 03 29 L6Z 3 ,09,OL.00 Alp JNVI AWIFT-OH 5z 3 ,09,OL.00 N 00 z mom' ct� olf R co z in CT 6Z 3 ,09,OL.00 N 1.< 0 9676Z 6ZZ£ M ,L0,99.077 Block 1, kVOLI GARDEN ESTATES, PHASE 1, Document No. D219074882, PRTCT �0 ADOWROAD Hi �Wh L j Exhibit B—Land Use and Development Regulations—Ordinance No. 3719—Page 1 of 3 Zoning Case ZC 2020-07 Tivoli Gardens 7509 Chapman Drive, North Richland Hills,Texas This Residential Infill Planned Development (RI-PD) District must adhere to all the conditions of the North Richland Hills Code of Ordinances, as amended, and adopt a base district of R-1 (Single Family Residential).The following regulations must be specific to this RI-PD District. Where these regulations conflict with or overlap another ordinance, easement, covenant or deed restriction, the more stringent restriction will prevail. A. Permitted Land Uses. Uses in this RI-PD are limited to those permitted in the R-1(Single Family Residential) zoning district, as amended, and subject to the following. 1. Any land use requiring a special use permit in the R-1 (Single Family Residential) zoning district, as amended, is only allowed if a special use permit is issued for the use. 2. Any land use prohibited in the R-1 (Single Family Residential) zoning district, as amended, is also prohibited. B. Site development standards. Development of the property must comply with the development standards of the R-1 (Single Family Residential) zoning district and the standards described below. 1. A maximum of four (4) residential lots is permitted. The lot standards are as follows. STANDARD MININUM REQUIREMENT Lot 4:30,000 square feet Lot area Lot 5:30,000 square feet Lot 6:33,000 square feet Lot 7:24,000 square feet ___________________________________________________________________________________w_______________________________________________________________________________________w Lot width 85 feet ....................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Lot depth 290 feet ___________________________________________________________________________________w_______________________________________________________________________________________w Front building line 25 feet primary structure ....................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Garage Building Line 55 feet ___________________________________________________________________________________w_______________________________________________________________________________________w Side building line 10 feet ....................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Rear building line (applicable to primary and accessory 30 feet structures) Rear yard open space area 20 percent of lot area 2. A maximum of two (2) drive approaches are permitted on Chapman Drive, as shown on the site plan attached as Exhibit "C." The drive approaches must be shared between lots. Lots 4 and 5 must share a drive approach west of the Holiday Lane intersection. Lots 6 and 7 must share a drive approach east of the Holiday Lane intersection. 3. A six-foot sidewalk must be constructed adjacent to Chapman Drive, pursuant to the Vision2030 Transportation Plan. The developer is responsible for the sidewalk construction as part of the public improvements for the subdivision. Exhibit B—Land Use and Development Regulations—Ordinance No. 3719—Page 2 of 3 Zoning Case ZC 2020-07 Tivoli Gardens 7509 Chapman Drive, North Richland Hills,Texas 4. Fencing is subject to the following. a. Front yard fences greater than four feet and no taller than six feet in height are permitted. Fences must be wrought iron or ornamental metal and must have brick or stone columns spaced 20 to 30 feet on center. Alternatively, a Rural Fence may be constructed. Rural fences must not exceed five feet in height and must be one of the following fence types: mortised split rail,tubular steel pipe, post-and-rail,or post-and- board. b. If a wooden privacy fence is constructed on a residential lot, the fence must be a pre- stained board-on-board cedar fence with top cap and side trim; metal posts, brackets, and caps. The privacy fence must not exceed six (6) feet in height. 5. Landscaping must be designed and installed as follows. a. On all lots, at least three (3) trees must be installed. At least one (1) tree must be located in the front yard. b. All trees must be container-grown and at least three (3) caliper inches in size. Trees must be of a hardwood species such as oak, elm, maple, or similar species. c. The front yard of all lots must be landscaped with landscape beds of mulch, crushed granite, or rock/pebble totaling at least 200 square feet. Beds must be edged with masonry, metal, or concrete. Beds must contain a minimum of fifteen (15)one-gallon shrubs of at least two different species and at least one (1) ornamental tree. d. All landscaped areas of each lot must be watered by an automatic underground irrigation system equipped with rain and freeze sensors. C. Building design standards. Building design and appearance shall comply with the standards described below. 1. The minimum dwelling unit size is 2,300 square feet. 2. The maximum structure height is thirty-eight (38)feet. 3. Roofs must have a minimum pitch of 8:12 on the front and a minimum of 6:12 on the sides. Porch roofs and shed roofs must have a minimum 4:12. 4. All garage doors must be raised or recessed panel or carriage house design.The door must be faced with cedar, mahogany, or other rot-resistant wood. Alternatively, the garage door may be a steel door that has the appearance and color of a wood-grain finish. 5. All dwelling units must provide a private/personal open space on the south facade of the building in the form of a covered porch of at least eight (8) feet in depth and 64 square feet and/or a front courtyard of at least ten (10) feet in depth and 100 square feet and containing at least two of the following features: a. turned balusters with finials; b. spandrel and bracket additions; c. porch ceiling fan; Exhibit B—Land Use and Development Regulations—Ordinance No. 3719—Page 3 of 3 Zoning Case ZC 2020-07 Tivoli Gardens 7509 Chapman Drive, North Richland Hills,Texas d. porch swing; or e. lighting sconce. 6. Each dwelling unit must include at least three of the following architectural elements as appropriate to the architectural style of the home. a. At least two distinct building/masonry materials. b. Divided light or border light windows on street facing elevations, including front elevations and side elevations on corner lots. c. Enhanced brick details, such as herringbone, rowlocks, etc. d. Shutter accents. e. Cast stone accents. f. Decorative coach lighting. g. Quoins. h. Porch columns. i. Dormers. j. Balconies or balconettes. k. Eight-foot tall entry doors. D. Amendments to Approved Planned Developments. An amendment or revision to the Residential Infill Planned Development(RI-PD) must be processed in the same manner as the original approval. The application for an amendment or revision must include all land described in the original ordinance that zoned the land to the RI-PD district. The city manager or designee may approve minor amendments or revisions to the RI-PD standards provided the amendment or revisions does not significantly: 1. Alter the basic relationship of the proposed uses to adjacent uses; 2. Change the uses approved; 3. Increase approved densities, height, site coverage, or floor areas; 4. Decrease on-site parking requirements; 5. Reduce minimum yards or setbacks; or 6. Change traffic patterns. MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE PLANNING AND ZONING COMMISSION OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL, 4301 CITY POINT DRIVE MARCH 3, 2022 CA PLAT22-0009 CONSIDERATION OF A REQUEST FROM TORINO LLC FOR A PRELIMINARY PLAT TIVOLI GARDEN ESTATES, BEING 3.06 ACRES LOCATED AT 7509 CHAPMAN ROAD. APPROVED WITH CONDITIONS Chair Welborn introduced the item, and called for Planning Director Clayton Comstock to introduce the request. Mr. Comstock introduced the request. Chair Welborn called for the applicant to present the request. Bob Flynn, 1313 Regency Court, Southlake, Texas, presented the request. Chair Welborn and the applicant discussed the timeline for housing construction. Chair Welborn called for Mr. Comstock to present the staff report. Mr. Comstock presented the staff report. Commissioner Bowen and Mr. Comstock discussed the existing house on Lot 6. A MOTION WAS MADE BY COMMISSIONER HOFFA, SECONDED BY COMMISSIONER STAMPS TO APPROVE PLAT22-0009 WITH THE CONDITIONS OUTLINED IN THE DEVELOPMENT REVIEW COMMITTEE COMMENTS. MOTION TO APPROVE CARRIED 5-0. March 03, 2022 Planning and Zoning Commission Meeting Minutes Page 1 of 1 NOFUH KIC:HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Authorize the City Manager to execute a professional services agreement for engineering design services with Pacheco Koch Consulting Engineers, LLC, in an amount not to exceed $302,241.00 for the Iron Horse West Project (ST2117). PRESENTER: Nathan Frohman, City Engineer SUMMARY: City Council is being asked to consider a professional services agreement for engineering design services with Pacheco Koch Consulting Engineers, LLC, for the Iron Horse West Project (Rufe Snow Drive to Browning Drive). GENERAL DESCRIPTION: The Iron Horse West project consists of engineering and construction of approximately 2,000 linear feet of Iron Horse Boulevard from Rufe Snow Drive to Browning Drive. The improvements include reconstructing the existing roadway with reinforced concrete, including the addition of pedestrian facilities. The road will be reconstructed within the existing 80' right-of-way in its current four-lane divided configuration; this is not a roadway expansion. Staff followed City policy and state law for procuring professional services for the design of this project. Requests for qualifications were sent to local engineering firms and advertised on the City's website. Six (6) firms responded by submitting statements of qualifications to the City. The selection committee chose Pacheco Koch Consulting Engineers, LLC. to provide design services for the project. The engineering agreement outlines the scope of work in Exhibits B, C and D. Listed below are the key items within the scope of work: • Engineering design of the paving and drainage improvements • Survey and Geotechnical analysis • Illumination design, Subsurface Utility Engineering, Temporary Signal Design, Bidding, permitting and construction phase services Basic Services $ 1947271.00 Special Services $ 417400.00 Additional Services $ 66,570.00 Total Design Fee $ 302,241.00 NOFUH KIC:HLAND HILLS The Public Works Department negotiated a design fee of $302,241.00. This project was included in the FY 2021-22 adopted budget approved by the City Council on August 16, 2021. Funding for the project is available from the General Obligation Bond issuance authorized in the 2020 bond election. The project schedule anticipates bidding the project in early 2023. RECOMMENDATION: Authorize the City Manager to execute a professional services agreement for engineering design services with Pacheco Koch Consulting Engineers, LLC, in an amount not to exceed $302,241.00 for the Iron Horse West Project (ST2117). AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS, LLC I. This Agreement is executed by and between the City of North Richland Hills, a municipal corporation located in Tarrant County, Texas, acting by and through Mark Hindman, its duly authorized City Manager (hereinafter called "CITY"), and PACHECO KOCH CONSULTING ENGINEERS, LLC, a Texas company, acting by and through BRIAN D. O'NEILL, PE, CFM; its duly authorized Principal (hereinafter called "ENGINEER"). WITNESSETH, that CITY desires professional engineering services in connection with the IRON HORSE BOULEVARD WEST RECONSTRUCTION — BROWNING DRIVE TO RUFE SNOW DRIVE NOW, THEREFORE, CITY and ENGINEER, in consideration of the mutual covenants and agreements herein contained, do mutually agree as follows: II. PROJECT In this Agreement, the "PROJECT" means the engineering design of the IRON HORSE BOULEVARD WEST RECONSTRUCTION — BROWNING DRIVE TO RUFE SNOW DRIVE in accordance with the Public Works Design Manual, applicable CITY codes, regulations and standards. III. BASIC AGREEMENT ENGINEER is an independent contractor and undertakes and agrees to perform professional engineering services in connection with the PROJECT, as stated in the sections to follow. It is understood and agreed that ENGINEER is not and will not by virtue of this contract be deemed to be an agent or employee of CITY and that CITY will not be entitled to direct the performance by ENGINEER's employees or subcontractors of the tasks contemplated by this contract. All engineering services shall be performed with diligence and in accordance with professional standards customarily obtained for such services in the State of Texas. For rendering such services CITY agrees to pay ENGINEER as set forth in Section Vill- "Compensation" and Exhibit F: "Compensation". AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 1 of 25 IV. SCOPE OF ENGINEER'S SERVICES ENGINEER shall render the professional services necessary for development of the PROJECT, in accordance with the schedule in Exhibit A: "Project Schedule" and as detailed in Exhibit B: "Basic Engineering Services", said exhibits being attached hereto and incorporated herein for all purposes. ENGINEER shall be responsible, to the level of competency presently maintained by other practicing professional engineers in the same type of work in the Dallas/Fort Worth Metroplex area, for professional and technical soundness, accuracy, and adequacy of all designs, drawings, specifications, and other work and materials furnished under this Agreement. V. SPECIAL ENGINEERING SERVICES The CITY will pay the ENGINEER for Special Engineering Services as indicated in Exhibit C: "Special Engineering Services", attached hereto and made a part of this Agreement. VI. ADDITIONAL ENGINEERING SERVICES Additional Engineering Services are defined in Exhibit D: "Additional Engineering Services", attached hereto and made a part of this Agreement. No Additional Engineering Services are authorized unless authorization for specified additional services are provided to ENGINEER by CITY in writing and approved by CITY. VII. SCOPE OF CITY SERVICES The City will furnish items and perform those services as identified in Exhibit E. "Services to be provided by the City", attached hereto and made a part of this Agreement. VIII. COMPENSATION A. In consideration of the services described herein, CITY shall pay and ENGINEER shall receive compensation in accordance with Exhibit F: "Compensation". B. Total payments including without limitation reimbursable expenses, to ENGINEER by CITY for the services stated in Section IV and Section V above shall not exceed THREE HUNDRED TWO THOUSAND TWO HUNDRED FORTY-ONE ($302,241.00). C. CITY may authorize additional services to be provided by ENGINEER as mutually agreed upon by the parties. Any authorization for additional services shall be given to ENGINEER by CITY in writing and approved by CITY. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 2 of 25 D. CITY and ENGINEER understand that the variables in ENGINEER's cost of performance may fluctuate. The parties agree that any fluctuation in ENGINEER's costs will in no way alter ENGINEER's obligations under this Agreement nor excuse performance or delay on ENGINEER's part. IX. OWNERSHIP OF DOCUMENTS All completed or partially completed evaluations, reports, surveys, designs, drawings and specifications prepared or developed by ENGINEER under this Agreement, including any original drawings, computer disks, mylars or blue lines, shall become the property of CITY when the Agreement is concluded or terminated, and may be used by CITY in any manner it desires; provided, however, that ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described in this Agreement. X. INDEMNITY ENGINEER AND ITS SUBCONSULTANTS SHALL INDEMNIFY AND HOLD CITY AND ALL OF ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE, LIABILITY OR EXPENSES, ON ACCOUNT OF DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY AND ALL PERSONS, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF ENGINEER OR ITS SUBCONSULTANTS, AND ALL OTHER PERSONS PERFORMING ANY PART OF THE WORK AND IMPROVEMENTS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR, OR OMISSION IN THE PERFORMANCE OF ENGINEER'S PROFESSIONAL SERVICES OR IN THE PREPARATION OF EVALUATIONS, REPORTS, SURVEYS, DESIGNS, WORKING DRAWINGS, SPECIFICATIONS AND OTHER ENGINEERING DOCUMENTS INCORPORATED INTO ANY IMPROVEMENTS CONSTRUCTED IN ACCORDANCE THEREWITH; ENGINEER SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES OR ANY OF THEM ON ACCOUNT OF THE FOREGOING DESCRIBED NEGLIGENT ACTS, ERRORS OR OMISSIONS, AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAYBE INCURRED BY OR RENDERED AGAINST CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES OR ANY OF THEM, IN CONNECTION WITH THE FOREGOING DESCRIBED NEGLIGENT ACTS, ERRORS, OR OMISSIONS; PROVIDED AND EXCEPT HOWEVER, THAT THIS INDEMNIFICATION PROVISION SHALL NOT BE CONSTRUED AS REQUIRING ENGINEER TO INDEMNIFY OR HOLD CITY OR ANY OF ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGES, LIABILITY OR EXPENSE, ON ACCOUNT OF DAMAGE TO PROPERTY OR INJURIES TO PERSONS CAUSED BY DEFECTS OR DEFICIENCIES IN DESIGN CRITERIA AND INFORMATION FURNISHED TO ENGINEER BY CITY, OR ANY SIGNIFICANT DEVIATION IN CONSTRUCTION FROM ENGINEER'S DESIGNS, WORKING DRAWINGS, SPECIFICATIONS OR OTHER ENGINEERING DOCUMENTS. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 3 of 25 Approval by CITY of contract documents shall not constitute or be deemed to be a release of the responsibility and liability of ENGINEER, its officers, agents, employees and subconsultants, for the accuracy and competency of the services performed under this Agreement, including but not limited to evaluations, reports, surveys, designs, working drawings and specifications, and other engineering documents. Approval by CITY shall not be deemed to be an assumption of such responsibility and liability by CITY for any error, omission, defect, deficiency or negligence in the performance of ENGINEER's professional services or in the preparation of the evaluations, reports, surveys, designs, working drawings and specifications or other engineering documents by ENGINEER, its officers, agents, employees and subconsultants, it being the intent of the parties that approval by CITY signifies CITY's approval of only the general design concept of the improvements to be constructed. XI. INSURANCE For the duration of this Agreement, ENGINEER shall maintain the following minimum public liability and property damage insurance which shall protect ENGINEER, its subcontractors, its subconsultants and CITY from claims for injuries, including accidental death, as well as from claims for property damage which may arise from the performance of work under this Agreement. ENGINEER shall provide a Certificate of Insurance verifying that the following minimum limits of coverage are provided: A. Worker's Compensation Insurance: Statutory requirements ($ 300,000 minimum) B. Comprehensive General Liability and Bodily Injury: Bodily Injury $ 500,000 per person, or $ 1,000,000 per occurrence; and Property Damage $ 100,000 each occurrence; or Combined Single Limit $ 1,000,000 aggregate C. Comprehensive Automobile Liability: Bodily Injury $ 500,000 per person, or $ 1 000,000 per occurrence; and Property Damage $ 100,000 each occurrence; or Combined Single Limit $ 1,000,000 aggregate D. Professional Liability: Errors and Omissions $ 170007000 AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 4 of 25 The Certificate of Insurance shall contain a provision that such insurance cannot be canceled or modified without thirty (30) days prior written notice to CITY. XII. ARBITRATION No arbitration arising out of or relating to this Agreement shall occur without both parties' written approval. XIII. TERMINATION AND SUSPENSION A. CITY may terminate this Agreement at any time for convenience or for any cause by a notice in writing to ENGINEER. Either CITY or ENGINEER may terminate this Agreement in the event the other party fails to perform in accordance with the provisions of this Agreement. Upon receipt of such notice, ENGINEER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials, in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. B. If CITY terminates this Agreement under the foregoing Paragraph A, CITY shall pay ENGINEER a reasonable amount for services performed prior to such termination, which payment shall be based upon the payroll cost of employees engaged on the work by ENGINEER up to the date of termination of this Agreement and for subcontract and reproduction in accordance with the method of compensation stated in Section Vill- "Compensation" hereof. In the event of termination, the amount paid shall not exceed the amount appropriate for the percentage of work completed. XIV. SUCCESSORS AND ASSIGNS CITY and ENGINEER each bind themselves and their successors, executors, administrators and assigns to the other party of this Agreement and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this Agreement; except as above, neither CITY nor ENGINEER shall assign, sublet or transfer its interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of CITY. XV. AUTHORIZATION, PROGRESS, AND COMPLETION CITY and ENGINEER agree that the PROJECT is planned to be completed in accordance with the Exhibit A: "Project Schedule" which is attached hereto and made a part hereof. ENGINEER shall employ manpower and other resources and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from conditions beyond ENGINEER's control. With mutual agreement, CITY AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 5 of 25 and ENGINEER may modify the Project Schedule during the course of the PROJECT and if such modifications affect ENGINEER's compensation, it shall be modified accordingly, subject to City Council approval. For Additional Engineering Services, the authorization by CITY shall be in writing and shall include the definition of the services to be provided, the schedule for commencing and completing the services and the basis for compensation as agreed upon by CITY and ENGINEER. It is understood that this Agreement contemplates the full and complete Engineering services for this PROJECT including any and all services necessary to complete the work as outlined in Exhibit B: "Basic Engineering Services". Nothing contained herein shall be construed as authorizing additional fees for services to provide complete services necessary for the successful completion of this PROJECT. XVI. SUBCONTRACTS ENGINEER shall be entitled, only if approved by CITY, to subcontract a portion of the services to be performed by ENGINEER under this Agreement. XVII. RIGHT TO AUDIT ENGINEER agrees that CITY shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and photocopy any directly pertinent books, design calculations, quantity take-offs, documents, papers and records of ENGINEER involving transactions relating to this Agreement. ENGINEER agrees that CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. CITY shall give ENGINEER reasonable advance notice of intended audits. ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that CITY shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, design calculations, quantity take-offs, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article. CITY shall give subconsultant reasonable advance notice of intended audits. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 6 of 25 XVIII. EXHIBITS Both parties agree to the following exhibits and as such, the following exhibits are made a part of this Agreement: Exhibit "A" Project Schedule Exhibit "B" Basic Engineering Services Exhibit "C" Special Engineering Services Exhibit "D" Additional Engineering Services Exhibit "E" Services to be provided by the City Exhibit "F" Compensation Exhibit "G" Form 1295 XIX. MISCELLANEOUS A. Authorization to Proceed. Signing this Agreement shall be construed as authorization by CITY for ENGINEER to proceed with the work, unless otherwise provided for in the authorization. B. Legal Expenses. In the event legal action is brought by CITY or ENGINEER against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions of this Agreement, the prevailing party in any litigation between the parties to this agreement shall be entitled to reasonable attorney fees. C. Notices. Any notice or correspondence required under this Agreement shall be sent by certified mail, return receipt requested, or by personal delivery and shall be effective upon receipt, if addressed to the party receiving the notice or correspondence at the following address: If to ENGINEER: Pacheco Koch Consulting Engineers, LLC C/O General Counsel 12701 Whitewater Drive, Suite 300 Minnetonka, Minnesota 55343 If to CITY: City of North Richland Hills Attn: City Staff Public Works & Engineering Department 4301 City Point Drive North Richland Hills, Texas 76180 AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 7 of 25 With Copies to the City Manager and City Attorney at the same address. D. Independent Contractor. ENGINEER shall perform services hereunder as an independent contractor, and not as an officer, agent, servant or employee of the CITY and ENGINEER shall have the exclusive right to control services performed hereunder by ENGINEER, and all persons performing same, and shall be responsible for the negligent acts and omissions of its officers, agents, employees, and subconsultants. Nothing herewith shall be construed as creating a partnership orjoint venture between CITY and ENGINEER, its officers, agents, employees and subconsultants; and the doctrine of respondent superior has no application as between CITY and ENGINEER. E. Venue. This Agreement shall be governed by the laws of the State of Texas, and venue in any proceeding relating to this Agreement shall be in Tarrant County, Texas. F. Entire Agreement. This Agreement represents the entire agreement between CITY and ENGINEER and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both CITY and ENGINEER. G. Severability. If any provision in this Agreement shall be held illegal by a valid final judgment of a court of competent jurisdiction, the remaining provisions shall remain valid and enforceable. H. Disclosure. By signature of this Agreement, ENGINEER warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including but not limited to personal financial interests, direct or indirect, in property abutting the PROJECT and business relationships with abutting property owners. ENGINEER further warrants that it will make disclosure in writing of any conflicts of interest which develop subsequent to the signing of this Agreement and prior to final payment under this Agreement. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 8 of 25 This Agreement is executed in two (2) counterparts. IN TESTIMONY WHEREOF, the parties hereto have executed this Agreement this the day of 2022. CITY OF NORTH RICHLAND HILLS PACHECO KOCH CONSULTING ENGINEERS, LLC (CITY) (ENGINEER) By: By: Mark Hindman, City Manager Brian D. O'Neill, P.E., CFM Director, Public Infrastructure Date: Date: ATTEST: ATTEST: Alicia Richardson, City Secretary Notary Public in and for the State of Texas APPROVED TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney Allie Elizabeth Wood My Commission Expires: CITY SEAL CORPORATE SEAL AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 9 of 25 EXHIBIT A PROJECT SCHEDULE FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE PROJECT SCHEDULE The Scope of Services for this PROJECT is based on the following schedule: Activity Due Date Notice To Proceed from City April 4, 2022 Topographic Survey May 16, 2022 Submit Preliminary 60% Plans June 30, 2022 Receive City Review Comments July 22, 2022 Submit 95% Plans September 2, 2022 Receive Final City Review Comments September 23, 2022 Submit Final Plans for Bid October 7, 2022 Advertise for Construction Bids November 7, 2022 Open Construction Bids November 21, 2022 Begin Construction January 10, 2023 Note: Due dates shown are submittal dates of task activities listed. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 10 of 25 EXHIBIT B BASIC ENGINEERING SERVICES FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE The scope of work for BASIC Engineering Services involves Preliminary and Final Design, Project Plans, Specifications and Estimates on Iron Horse Boulevard West. The project consists of roadway reconstruction of Iron Horse Boulevard West from Browning Drive to Rufe Snow Drive. The roadway reconstruction is anticipated to be reconstruction of the existing street and not roadway expansion. The section is anticipated to include 4 11' lanes with a 14' median. Pedestrian facilities are anticipated along this corridor and will be constructed on both sides of the roadway. The project terminus points are approximately at the curb returns to Browning Drive and at the concrete portion of Iron Horse as it approaches Rufe Snow Drive. Pedestrian facilities would continue to the intersection. The total roadway length is approximately 2,200 linear feet. (PROJECT) I. PROJECT MANAGEMENT Manage the Team: • Lead, manage and direct design team activities • Ensure quality control is practiced in performance of the work • Communicate internally among team members • Allocate team resources Communications and Reporting: • Attend a pre-design project kickoff meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements. • Conduct review meetings with the CITY at the end of each study/design phase. • Prepare and submit monthly invoices in the format acceptable to the CITY. • Prepare and submit monthly progress reports. • Prepare and submit baseline Project Schedule initially and Project Schedule updates. • Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure and provide and obtain information needed to prepare the design. • With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. • Meet with City engineering staff and obtain any additional design criteria, available GIS information, pertinent utility plans, street plans, plats and AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 11 of 25 right-of-way maps, existing easement information, previous studies prepared by others, as-built plans for portions of surrounding infrastructure, historical drainage complaints and other information available for the project area. II. PRELIMINARY DESIGN (60% SUBMITTAL) • Prepare preliminary construction plans. Prepare the following sheets at the engineering scale indicated: • Cover Sheet • General Notes • Quantity Sheet • Project Layout & Control Sheet • Typical Sections • Roadway plan and profile sheets. Scale 1" = 20' Horizontal; 1" = 2' Vertical • Roadway Cross Sections Scale 1" = 20' Horizontal; 1" = 4' Vertical • Drainage Area Map • Drainage plan and profile sheets. Scale 1" = 20' Horizontal; 1" = 2' Vertical • Pavement Marking Plan • Construction Sequencing Plan • Erosion Control Plans • Tree Protection and Mitigation Plans • Detail sheets Information required can be combined on sheets if the information can be clearly shown and is approved by OWNER's project manager. • Assemble OWNER standard construction contract documents and modify special technical specifications, if needed, for the project (if any). • Prepare an estimate of construction quantities and develop the preliminary opinion of probable construction costs. • Submit two (2) full sized 22"x34" sets of preliminary 60% plans, one (1) set of preliminary construction contract documents, special conditions and preliminary opinion of probable construction costs to the OWNER for review. One (1) set of half size (11"x17") plans will be submitted with the 60% plan submittal. III. FINAL DESIGN (90% & 100% SUBMITTALS) • Revise preliminary plans incorporating comments from the OWNER. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 12 of 25 • Submit two (2) full sized 22"x34" sets of 90% plans, one (1) set of 90% construction contract documents and 90% opinion of probable construction costs for OWNER review. One (1) set of half size (11"x17") plans will be submitted with the 90% plan submittal. • Incorporate final OWNER review comments into the plans and construction contract documents to finalize construction plans for proposed improvements. • Finalize construction contract documents including OWNER standard specifications, special technical specifications and special conditions (if any). • Estimate of final construction quantities and final opinions of construction cost. • Submit (1) sealed (100%) set of final plans and construction documents. IV. DIRECT EXPENSES Included in this item are usual and customary expenses normally incurred during performance of the services described. These expenses could include courier delivery charges, copies of existing engineering plans and/or maps, printing and reproduction (either in-house or by reproduction company) and mileage. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 13 of 25 EXHIBIT C SPECIAL ENGINEERING SERVICES FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE The scope of work for SPECIAL Engineering Services involves Topographic Survey for Design and Geotechnical Investigation. I. FIELD SURVEY 1. Establish Survey Control Establish survey control along each street or intersecting streets as necessary. These control points will be established based on and tied to established OWNER horizontal and vertical control points. The horizontal control for each street in the PROJECT will be established on the State Plane Coordinate System (NAD'83 Surface Coordinates) from OWNER monumentation. Control points will be established using 5/8" iron rods, 18" long. These control points will be established using GPS and conventional surveying methods. 2. Benchmark Loop A benchmark circuit will be established, based on the vertical control points provided. These benchmarks will be located outside of the construction limits and put in such a place so that they may be easily found for future use. Benchmarks will be located at about 1,000' intervals and will be referenced. Benchmarks shall be looped in accordance with good surveying practice prior to field surveys. All control leveling work will be performed using appropriate modified second order procedures with closed loops into the PROJECT vertical control. 3. Existing Streets, Driveways and Right-of-Way Existing streets, driveways and right-of-way will be profiled and cross-sectioned at 50' intervals and to a point at least 20' outside of the Right-of-Way line. Low points, high points and other unique features will be noted. Pavement surfacing will be determined by visual inspection only. Intersecting streets will be profiled and cross-sectioned to a point at least 50' beyond the roadway being replaced. 4. Existing Drainage Channels and Drainage Area Verification AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 14 of 25 Existing drainage channels and swales will be profiled and cross sectioned within the immediate vicinity of the PROJECT, 100' upstream and downstream. Low points, high points and any other unique features will be noted. Additional surveying may be necessary to verify the limits of drainage areas. 5. Existing Underground and/or Overhead Utilities Utility OWNER's will be contacted, on an as-needed basis, and requested to assist in locating existing utilities identified for the PROJECT. Above ground features of existing utilities within the proposed Right-of-Way for the limits of the PROJECT will be field located, including elevations of sanitary and storm sewer manhole flowlines and water/gas valve stems. The location of utilities between above ground features will be determined from visual inspection, utility records, and/or from locations determined by the respective utility companies. The utilities will be tied to the PROJECT control points and depths determined in sufficient detail to identify potential conflicts with proposed construction. The excavation and other costs required to expose or probe the underground utilities will be the responsibility of others. 6. Right-of-Way Right-of-Way lines along the PROJECT will be located. This information will be included on the PROJECT's plan sheets. 7. Existing Storm Sewers and Culverts The size of existing culverts will be measured and tied along with existing headwalls, channels and aprons. The size, length, and flowline elevation of existing storm sewers will be surveyed. Drainage areas contributing to the PROJECT or conveying water from the PROJECT will be determined through field investigations and available topographic mapping. 8. Temporary Signs, Traffic Control, Flags, Safety Equipment, Etc. The Surveyor will exercise care in completing this surveying assignment by using traffic control devices, flags and safety equipment when necessary. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 15 of 25 II. GEOTECHNICAL INVESTIGATION • Through a qualified subcontractor, CONSULTANT shall: • Perform soil investigations, including field and laboratory tests, borings, related engineering analysis and recommendations for determining soil conditions will be made. • Field and laboratory analysis will be made at reasonable intervals along the project alignment. • A pavement section design will be prepared based on the results. • Recommendations regarding design of trench safety and below ground structure, and suitability of pipe materials and construction technologies will be prepared based on the results. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 16 of 25 EXHIBIT D ADDITIONAL ENGINEERING SERVICES FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE 1. Subsurface Utility Engineering: CONSULTANT will provide Subsurface Utility Engineering (S.U.E.) Services through the use of a qualified sub-consultant. The S.U.E. will be performed to ASCE standard guidelines (ASCE 38-02). The deliverables for this project will be electronic files only in AutoCAD format. All Right-of-Entry Coordination is to be provided by OWNER. Non-Routing Traffic Control Measures are not included in the scope of services. As described in the publication, four levels have been established to describe the quality of utility location and attribute information used on plans. The four quality levels are as follows: ■ Quality Level D (QL"D") — Information derived from existing utility records; ■ Quality Level C (QL"C") — QL"D" information supplemented with information obtained by surveying visible above-ground utility features such as valves, hydrants, meters, manhole covers, etc. ■ Quality Level B (QL"B") — Two-dimensional (x, y) information obtained through the application and interpretation of non-destructive surface geophysical methods. Also known as "designating" this quality level provides the horizontal position of subsurface utilities within approximately one foot. ■ Quality Level A (QL"A") — Three dimensional (x, y, z) utility information obtained utilizing non-destructive vacuum excavation equipment to expose utilities at critical points which are then tied down by surveying. Also known as "locating", this quality level provides precise horizontal and vertical positioning of utilities within approximately 0.05 feet. 2. Illumination Conduit Design Roadway Illumination Design (ONCOR Maintained) a. A site visit will include pictures of the area identify any adjacent lighting systems and verify utility locations. b. Data Collection: i. Base files will be collected from the OWNER showing roadway geometry, existing and future utility locations, right of way, and sidewalk locations. c. The CONSULTANT will coordinate with the utility company to determine where electrical services will be located as well as obtaining all standards for the design which may include foundation, conduit, and ground boxes. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 17 of 25 d. The CONSULTANT will prepare a 90% design package containing the following sheets for inclusion in the illumination design package: i. Illumination Layout Sheets including existing utilities (utility poles, storm drains, fire hydrants, etc.), illumination pole foundation locations, conduit, and ground boxes. All foundations will be spaced based upon OWNER standard spacing. ii. Maintaining agency/TxDOT/ONCOR Standard Sheets. iii. The design package will be submitted in PDF format. e. The CONSULTANT will incorporate comments from the 90% plans and prepare a 95% design package. f. The CONSULTANT will incorporate comments from the 95% plans and prepare a signed and sealed design package. g. The CONSULTANT will be available to review up to two roadway lighting submittals from the contractor. 3. TDLR/RAS Review a. The CONSULTANT will coordinate and provide plans to a Registered Accessibility Specialist (RAS). The plans will be reviewed in accordance with Texas Accessibility Standards (TAS). The RAS will follow up after construction is complete to provide an inspection and complete TDLR forms. 4. Bid Phase Services CONSULTANT will support the bid phase of the project as follows. a. Bid Advertisement: • CONSULTANT shall prepare and submit to OWNER a draft Bid Advertisement for publishing by the OWNER. b. Bidder Assistance: • The CONSULTANT will develop and implement procedures for receiving and answering bidders' questions and requests for additional information. The procedures shall include a log of all significant bidders' questions and requests, and the response thereto. The CONSULTANT will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidders' questions and requests, in the form of addenda. • Attend the prebid conference in support of the OWNER. • Attend the bid opening in support of the OWNER. c. Bid Analysis and Recommendation of Award: • The CONSULTANT will tabulate and review all bids received for the construction project, assist the OWNER in evaluating bids, and recommend award of the contract. • The CONSULTANT will assist the OWNER in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. • The CONSULTANT shall make a recommendation of award to the OWNER. d. Conformed Construction Documents: AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 18 of 25 • Upon award of a contract by the OWNER, the CONSULTANT shall assist with the execution, assembly and distribution of the construction contract documents for the Project. 5. Construction Administration a. Preconstruction Conference: • The CONSULTANT shall attend the preconstruction conference. b. Site Visits: • The CONSULTANT shall visit the project site at appropriate intervals as construction proceeds to observe and report on progress. It is estimated that three (3) visits during construction will be made by the CONSULTANT. c. Shop Drawing and Lab Report Review • The CONSULTANT shall review shop and erection drawings submitted by the contractor for compliance with design concepts. The CONSULTANT shall review laboratory, shop, and mill test reports on materials and equipment. d. Instructions to Contractor • The Engineer shall provide necessary interpretations and clarifications of contract documents, review change orders and make recommendations as to the acceptability of the work, at the request of the OWNER. 5. Final Inspection • The Engineer shall attend final inspection of the Project with representatives of the OWNER and the construction contractor. 6. Record Drawings: • Prepare construction "Record Drawings" based upon mark-ups and information provided by the construction contractor(s). Submit one (1) set of the record drawings (with "record drawing stamp" bearing the signature of the Engineer and the date) to the OWNER on a CD-ROM disk or flash drive containing scanned 22"x34" black and white PDF images. 6. Temporary Signal Design a. Attend one (1) pre-design kickoff meeting with OWNER to discuss key signal design requirements. A site visit will be performed to verify roadway and utility information provided by the CLIENT as base files. Information verified will include lane configurations, utility locations and existing signal equipment. b. Prepare 60% temporary signal design plans: i. Develop plan sheets for a temporary signal design based on survey and proposed pavement base files. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 19 of 25 ii. The 60% temporary signal design plans will detail utilizing existing equipment where possible as well as the location of poles and foundations, signal cabinet, power source, signal heads, vehicle detection, and pedestrian accommodations. iii. Prepare the following plan sheets- 1. General notes 2. Summary of estimated quantities 3. Existing conditions and removals plan sheet 4. Temporary Signal Design plan sheet 5. Temporary Signal design summary tables and charts 6. CITY and/or TxDOT standard detail sheets 7. Bid documents (provided upon request for additional fee) 8. Prepare an estimate of construction quantities and develop the preliminary opinion of probable construction costs. c. Prepare 90% temporary signal design plans: i. Revise 60% plans, incorporating comments from the OWNER. ii. Prepare 90% plans iii. Bid documents (provided upon request for additional fee) iv. Prepare an estimate of construction quantities and develop the preliminary opinion of probable construction costs. d. Prepare 100% temporary signal design plans: i. Revise 90% plans, incorporating comments from the OWNER. ii. Provide 100% signed and sealed plans. iii. Bid documents (provided upon request for additional fee) iv. Prepare estimates of final construction quantities and final opinions of construction cost. e. Once approved, submit: i. A PDF copy of the bid documents ii. An electronic copy of the signed and sealed 100% plans in PDF format 7. ROW Document Preparation (Per Parcel)(If Requested) a. The CONSULTANT shall prepare the right-of-way and easement exhibits necessary for the selected alternative. 8. Easement Document Preparation (Per Parcel)(If Requested) a. The CONSULTANT shall prepare the right-of-way and easement exhibits necessary for the selected alternative. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 20 of 25 EXHIBIT E SERVICES TO BE PROVIDED BY THE CITY FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE The CITY will provide the following services to the ENGINEER in the performance of the PROJECT upon request: I. Provide any existing data the CITY has on file concerning the PROJECT, if available. II. Provide any available As-Built plans for existing streets and drainage facilities, if available. III. Provide any available As-Built plans for existing water and sanitary sewer mains, if available. IV. Assist the ENGINEER, as necessary, in obtaining any required data and information from TxDOT and/or other local utility companies. V. Provide standard details and specifications in digital format. VI. Assist the ENGINEER by requiring appropriate utility companies to expose underground utilities within the Right-Of-Way, when required. VII. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of the ENGINEER's services. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 21 of 25 EXHIBIT F COMPENSATION FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE I. COMPENSATION For and in consideration of the services to be rendered by the ENGINEER, the CITY shall pay, and the ENGINEER shall receive the compensation hereinafter set forth for the Design and Construction Phases of the work and additionally for Special Engineering Services and/or Additional Engineering Services that are in addition to the Basic Engineering Services. All remittances by CITY of such compensation shall either be mailed or delivered to the ENGINEER's home office as identified in the work authorization. A. Compensation for the Basic Engineering Services shall be completed for a lump sum not to exceed fee of $194,271.00. B. Compensation for Special Engineering Services not covered by the Basic Engineering Services provided herein above shall be as follows: Design Surveys: Lump Sum Fee of $32,400.00 Geotechnical Engineering: Lump Sum Fee of$9,000 C. Compensation for Additional Engineering Services not covered by Basic Engineering Services or Special Engineering Services provided herein shall be as follows: Subsurface Utility Engineering: Maximum not to exceed Fee of $12,850.00 Illumination Design: Maximum not to exceed Fee of$6,500.00 TDLR Permitting: Maximum not to exceed Fee of $2,500.00 Bidding Phase Assistance: Maximum not to exceed Fee of $3,580.00 Construction Phase Assistance: Maximum not to exceed Fee of $18,140.00 Temporary Signal Design: Maximum not to exceed Fee of $12,000.00 ROW Document Preparation: 2 Parcels at $3,000.00 each for a maximum not to exceed Fee of$6,000.00 Easement Document Preparation: 2 Parcels at $2,500.00 each for a maximum not to exceed Fee of $5,000.00 AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 22 of 25 For all direct non-labor and/or subcontract expense, including mileage, travel and living expenses at invoice or internal office cost times a multiplier of 1.1. Payments to the ENGINEER for authorized Additional Engineering Services will be due monthly, upon presentation of monthly statement by the ENGINEER for such services. II. AUDIT AND SCOPE CHANGE Cost budgets are set forth above and are subject to the audit provisions of this Agreement, Section XVII: "Right to Audit". It is also understood that the cost budgets are based upon ENGINEER's best estimate of work and level of effort required for the proposed scope of services. As the PROJECT progresses, it is possible that the level of effort and/or scope may differ up or down from that assumed. If there are no scope changes, the ENGINEER shall receive the full amount of lump sum and unit price fees, regardless of the cost. If at any time it appears that the cost budget may be exceeded, the ENGINEER shall notify the CITY as soon as possible in writing. If there is a scope change, the ENGINEER shall notify the CITY as soon as possible in writing and shall include a revised scope of services, estimated cost, revised fee schedule, and a revised time of completion. Upon negotiation and agreement via a signed amendment by both parties, the cost budget, fee schedule, and total budget will be adjusted accordingly. CITY shall not be obligated to reimburse the ENGINEER for costs incurred in excess of the cost budget. The ENGINEER shall not be obligated to perform on any change in scope of work or otherwise incur costs unless and until the CITY has notified the ENGINEER in writing that the total budget for Engineering Services has been increased and shall have specified in such notice a revised total budget which shall thereupon constitute a total budget for Engineering Services for performance under this Agreement. A detailed scope of work, total budget, and schedule will be prepared by the ENGINEER and executed by the CITY if the ENGINEER is authorized to perform any Additional Engineering Service(s). AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 23 of 25 III. PAYMENT Payments to the ENGINEER will be made as follows: A. Invoice and Time of Payment Monthly invoices will be issued by the ENGINEER for all work performed under this Agreement. Invoices are due and payable on receipt. Invoices will be prepared in a format approved by the CITY prior to submission of the first monthly invoice. Once approved, the CITY agrees not to require changes in the invoice format, but reserves the right to audit. Monthly payment of the fee will be in proportion to the percent completion of the total work (as indicated in Exhibit B: "Basic Engineering Services"). Upon completion of services enumerated in Exhibit B: "Scope of Basic Engineering Services", the final payment of any balance will be due upon receipt of the final invoice. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 24 of 25 EXHIBIT G FORM 1295 FOR IRON HORSE BOULEVARD WEST RECONSTRUCTION BROWNING DRIVE TO RUFE SNOW DRIVE [Form 1295 is submitted as the following page] AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND PACHECO KOCH CONSULTING ENGINEERS,LLC IRON HORSE BOULEVARD WEST RECONSTRUCTION (6/07/2016) Page 25 of 25 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2022-856800 Pacheco Koch Consulting Engineers, LLC Fort Worth, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is �03/03/2022 being filed. City of North Richland Hills,Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. RFQ 22-006 Professional Engineering Services associated with the Iron Horse Boulevard West Reconstruction- Browning Drive to Rufe Snow Drive. 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Bossidy, Lawrence A. Minnetonka, MN United States X Burke, Michael S. Minnetonka, MN United States X Byrne, Mark J. Minnetonka, MN United States X Greenhagen, Paul V, Minnetonka, MN United States X Harrison,William B. Minnetonka, MN United States X Parsky, Gerald L. Minnetonka, MN United States X Powell, Bryan P. Minnetonka, MN United States X Syriani, David Minnetonka, MN United States X Tippie, Aaron J. Minnetonka, MN United States X 5 Check only if there is NO Interested Party. 6 UNSWORN DECLARATION My name is Randall P. Pogue, P.E, and my date of birth is My address is Parkway Centre l 2901 Dallas Parkway, uite 400, Plano TX 75093 USA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Collin County, State of Texas on the 3 day of March 20 22 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc 1 of r %1 I Y r� II j Q / / s / 0 O O /;��r/r✓r�i�/a/��u�����>ir� ' l��y� � I%,� � /, �u r a r�� �%/� / � !% rri �, r / r � r // i f r,�j,G rrrnvrn�rrme �/��✓��//��� r / r v L = 0 1 f � r � r r llPr Z 4 i0,i r oil/ IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Approve Resolution No. 2022-019, continuing participation in Tarrant County's HOME Investment Partnership Program. PRESENTER: Kristin James, Assistant Director of Neighborhood Services SUMMARY: The HOME Program was created by the National Affordable Housing Act of 1990 (NAHA) and is intended to provide decent affordable housing to lower-income households, expand the capacity of nonprofit housing providers, strengthen the ability of state and local government to provide housing and leverage private-sector participation. To participate in this program, the city must commit to the required 30% match on an annual basis. The HOME program for North Richland Hills is administered by Tarrant County. It is staff's recommendation to allocate $36,000 toward the 30% match requirement for 2022. GENERAL DESCRIPTION: The HOME Program was created by the National Affordable Housing Act of 1990 (NAHA) and is intended to provide decent affordable housing to lower-income households, expand the capacity of nonprofit housing providers, strengthen the ability of state and local government to provide housing and leverage private-sector participation. The HOME Investment Partnership Grant requires municipalities to provide 30% matching funds. The city must approve a resolution specifying the amount of matching funds that will be appropriated to the program. The maximum amount of HOME Funds a municipality can request is $200,000. The approval of this resolution will allow the City of North Richland Hills to request $120,000 in HOME Funds for 2022 and will allocate 30% in matching funds, or $36,000. Tarrant County reported that the average cost per project covered under the HOME Program is $30,000. The $120,000 would cover improvements to approximately four (4) homes. The matching funds were included as part of the FY 2021-22 Adopted Budget and will be paid out of the existing Neighborhood Initiative Program funding (ES0901). RECOMMENDATION: Approve Resolution No. 2022-019. RESOLUTION NO. 2022-019 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, AUTHORIZING CONTINUED PARTICPATION AND AGREEING TO MEET ALL MATCH CONTRIBUTION REQUIREMENTS FOR THE EXPENDITURES UNDER THE TARRANT COUNTY HOME INVESTMENT PARTNERSHIPS PROGRAM FOR PROGRAM YEAR 2022. WHEREAS, the HOME Program was created by the National Affordable Housing Act of 1990 (NAHA) and is intended to provide decent affordable housing to lower- income households; expand the capacity of nonprofit housing providers; strengthen the ability of state and local government to provide housing, and leverage private-sector participation; and WHEREAS, Tarrant County is a Participating Jurisdiction under the HOME Investment Partnerships Program in accordance with Code of Federal Regulations 24 CFR §92.105; and WHEREAS, the City of North Richland Hills is a member of the Tarrant County Urban County Community Development/HOME Consortium and is eligible to participate in the HOME program; and WHEREAS, the City of North Richland Hills has requested $120,000 in HOME funding to be expended on HOME eligible activities within the city's jurisdiction and has agreed to provide a 30% matching contribution for all HOME funds expended within the City of North Richland Hills, in accordance with the Code of Federal Regulations 24 CFR §92.218; 24 CFR §92.219; and 24 CFR §92.220. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: SECTION 1. The City Council hereby finds that the recitals set forth above are true and correct and are incorporated into this Resolution as if written herein. SECTION 2. That the City of North Richland Hills does hereby agree to commit $36,000 in matching contribution to affordable housing for all activities undertaken in North Richland Hills through the HOME program for the 2022 program year. SECTION 3. This Resolution shall take effect and be in full force and effect from and after the date of its adoption, and it is so resolved; and all Resolutions of the City Council of the City in conflict herewith are hereby amended or repealed to the extent of such conflict. Resolution No. 2022-019 Page 1 of 2 PASSED AND APPROVED this the 28th day of March, 2022. CITY OF NORTH RICHLAND HILLS By: Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary/Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney Resolution No. 2022-019 Page 2 of 2 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 07, 2022 SUBJECT: Approve Resolution No. 2022-0313, approving an interlocal agreement between the City of North Richland Hills and Tarrant County for Remote Video Magistration Services and authorizing the City Manager to execute the agreement. PRESENTER: Jimmy Perdue, Director of Public Safety SUMMARY: The City of North Richland Hills (City) and Tarrant County (County) desire to enter into an agreement in which the City coordinates with the County to provide Remote Video Magistration Services in order to facilitate a more efficient means of ensuring arrested persons are provided with timely access to a hearing before a magistrate. GENERAL DESCRIPTION: The City provides detention services for the cities of Watauga, Richland Hills and Haltom City, as well as, in a lesser capacity, the City of Fort Worth. As such, the City's detention facility stands as one of the busier facilities within Tarrant County. Persons arrested and brought to the City's facility are entitled, by law, to a timely hearing before a magistrate. This hearing provides for the judicial examination of the authority for the arrest and enables the establishment of a bond, in which case a magistrate establishes the conditions for pre-trial release of the defendant. Considering the focused activity of the City's shared service facility, the County bears significant expense and workload transporting prisoners to County facilities for the purpose of conducting magistration and housing. When the nature of the offense is less significant and/or an obtainable bond is set, defendants are able to make bond and be released without delay. The County seeks to reduce expense and labor—of interest to all citizens of the County, and thereby our City— as well as preserve the rights of arrested persons by not unreasonably prolonging detention. Enabling consistent and timely magistration performed by county judges at the City's facility accomplishes these goals and reduces the amount of persons who must be transported to County facilities only to be subsequently released from that location. The County has agreed to fund the additional expenses represented by entering into this service. In turn, the City will provide existing manpower to coordinate the on-site magistration services at the City's facility. The interlocal agreement identifies the complete provisions of this arrangement, which includes certain expenses that will be incurred by the City with subsequent reimbursement by the County. IrLp NOKTH KICHLAN HILLS In that this agreement serves to further the public interest of providing timely magistration, consistent bond schedules, and a more efficient use of tax payer funds, the City is agreeable to entering into this agreement. RECOMMENDATION: Approve Resolution No. 2022-013, approving an interlocal agreement between the City of North Richland Hills and Tarrant County to provide Remote Video Magristration Services and authorize the City Manager to execute the agreement. RESOLUTION NO. 2022-013 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS APPROVING AN INTERLOCAL AGREEMENT WITH TARRANT COUNTY FOR REMOTE VIDEO MAGISTRATION SERVICES AND AUTHORZING THE CITY MANAGER TO EXECUTE THE AGREEMENT. WHEREAS, The City of North Richland Hills, Texas possesses legal authority to enter into an interlocal agreement with the County of Tarrant; and WHEREAS, The City of North Richland Hills and Tarrant County desire to provide timely and efficient magistration services through the implementation of a Remote Video Magistration program at the North Richland Hills Shared Service Detention Facility; and WHEREAS, Tarrant County will be responsible for providing necessary equipment and services, ongoing maintenance and support, personnel training, and reimbursement to the City for authorized expenses; and, WHEREAS, The City Council of North Richland Hills finds it in the best interest of the citizens of North Richland Hills that we request the attached agreement be executed; and, NOW THEREFORE BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, THAT: SECTION 1. The City Council of the City of North Richland Hills hereby finds that the recitals set forth above are true and correct and are incorporated into this Resolution as if written herein. SECTION 2. The City Council of the City of North Richland Hills hereby approves the attached Interlocal Agreement with Tarrant County for Remote Video Magistration services and authorizes the City Manager to execute the agreement. SECTION 3. That this Resolution shall take effect and be in full force and effect from and after the date of its adoption, and it is so resolved; and all Resolutions of the City Council of the City in conflict herewith are hereby amended or repealed to the extent of such conflict. PASSED AND APPROVED on this 7t" day of March, 2022. CITY OF NORTH RICHLAND HILLS Resolution No 2022-013 Page 1 of 2 By: Oscar Trevino, Mayor ATTEST: Alicia Richardson, City Secretary and Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney APPROVED AS TO CONTENT: Jimmy Perdue, Public Safety Director Resolution No 2022-013 Page 2 of 2 THE STATE OF TEXAS INTERLOCAL AGREEMENT COUNTY OF TARRANT This Interlocal Agreement ("Agreement") is entered between Tarrant County, Texas ("COUNTY"), and the City of North Richland Hills, Texas ("CITY"). WHEREAS, the COUNTY and CITY desire to launch a Remote Video Magistration Project ("PROJECT") on CITY premises to provide Remote Video Magistration Services ("SERVICES") to the citizens of Tarrant County and North Richland Hills; and WHEREAS, the CITY requires technical assistance from the COUNTY to implement the PROJECT; and WHEREAS, the CITY requires the COUNTY'S assistance with securing certain equipment for the PROJECT; and WHEREAS, the Interlocal Cooperation Act contained in Chapter 791 of the Texas Government Code provides legal authority for the parties to enter into this Agreement; and WHEREAS, during the performance of the governmental functions and the payment for the performance of those governmental functions under this Agreement, the parties will make the performance and payment from current revenues legally available to that party; and WHEREAS, the Commissioners Court of the COUNTY and the City Council of the CITY each make the following findings: a. This Agreement serves the common interests of both parties; b. This Agreement will benefit the public; C. The division of costs fairly compensates both parties to this Agreement; and d. The COUNTY and the CITY have authorized their designated representative to sign this Agreement; and e. Both parties acknowledge that they are each a "governmental entity" and not a "business entity" as those terms are defined in Tex. Gov't Code § 2252.908, and therefore, no disclosure of interested parties pursuant to Tex. Gov't Code Section 2252.908 is required. NOW, THEREFORE, the COUNTY and the CITY agree as follows: Tarrant County/City of North Richland Hills Interlocal Agreement Page 1 of 4 TERMS AND CONDITIONS 1. COUNTY RESPONSIBILITY 1.1 COUNTY shall provide equipment and services as identified in the "Remote Video Magistration Municipalities City of North Richland Hills Infrastructure Assessment" ("ASSESSMENT") attached hereto as "Exhibit A," (referred to as "COUNTY-provided equipment"). 1.2 COUNTY shall provide ongoing maintenance and support for the COUNTY-provided equipment as identified in Exhibit "A." 1.3 COUNTY shall provide training for CITY personnel pertaining to the use of COUNTY-provided PROJECT equipment prior to PROJECT commencement date. 1.4 COUNTY shall purchase and provide all COUNTY-provided equipment and services directly from the vendor(s) agreed upon by the parties to be utilized for the PROJECT. 1.5 For recurring payments, COUNTY will reimburse CITY, who shall contract with and make payments directly to the vendor(s) of CITY's selection. COUNTY will provide reimbursement in accordance with Section 2.4 of this Agreement 2. CITY RESPONSIBILITY 2.1 CITY shall provide equipment as identified in the ASSESSMENT. 2.2 CITY shall provide ongoing maintenance and support for the CITY- provided equipment as defined below. 2.3 CITY shall provide, or otherwise pay vendor(s) directly, for any equipment or services identified in Exhibit "A" as being provided by the City ("CITY-provided equipment"). 2.4 For recurring payments, CITY will consolidate and submit receipts on a semi-annual basis. 3. PROCEDURES DURING PROJECT 3.1 Parties agree that technical setup for the PROJECT will commence within 30 days of ILA execution, or on any date that both parties agree to in writing. 3.2 COUNTY retains the right to inspect and consent to the completed setup prior to providing any support, which such consent shall not be unreasonably withheld. 4. PROJECT POINT OF CONTACT: 4.1 COUNTY: Russell D. Scott, Deputy Chief Information Officer Information Technology Department Tarrant County/City of North Richland Hills Interlocal Agreement Page 2 of 4 1Z['..').Scott2 Fairirant(.,oui�nf. .... .................................................................... gm (817) 212-7468 200 Taylor Street, 4 th Floor Fort Worth, TX 76196-0213 4.2 CITY- City of North Richland Hills Jimmy Perdue, Chief of Police 1.P..2.!E -corr, (817) 427-7006 4301 City Point Drive North Richland Hills, Texas 76180 5. NO WAIVER OF IMMUNITY This Agreement does not waive COUNTY rights under a legal theory of sovereign immunity. This Agreement does not waive CITY rights under a legal theory of sovereign immunity. 6. THIRD PARTY This contract shall not be interpreted to inure to the benefit of a third party not a party to this contract. This contract may not be interpreted to waive any statutory or common law defense, immunity, including governmental and sovereign immunity, or any limitation of liability, responsibility, or damage of any party to this contract, party's agent, or party's employee, otherwise provided by law. 7. JOINT VENTURE AND AGENCY AND LIABILITY The relationship between the parties to this Agreement does not create a partnership or joint venture between the parties. This Agreement does not appoint any party as agent for the other party. Each party shall be liable for any claims, for loss, damages, or injury, whether to person or property, caused by the negligent acts or omissions or intentional misconduct of that party's employees, agents, directors, or representatives. 8. EFFECTIVE DATE This Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. 9. TERM AND TERMINATION 9.1 CITY and COUNTY agree to perform all responsibilities for equipment purchase and installation identified in the ASSESSMENT on or before July 01, 2022, except for COUNTY responsibility to reimburse CITY for on- going network costs which shall continue for as long as CITY provides Tarrant County/City of North Richland Hills Interlocal Agreement Page 3 of 4 SERVICES under this Agreement. Prior to July 01, 2022, the parties may agree in writing to extend the date for completion of party responsibilities. 9.2 The parties agree CITY shall only be allowed to utilize COUNTY-provided equipment or CITY-provide equipment identified in the ASSESSMENT while SERVICES are provided under this Agreement. CITY agrees termination of SERVICES shall result in termination of this Agreement. CITY shall provide thirty (30) days' prior written notice to COUNTY of intent to terminate SERVICES. Notwithstanding any other language to the contrary herein, either party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other party. In the event of termination of this Agreement, neither party shall have any further obligations to the other party. 9.3 Upon termination of this Agreement, COUNTY shall take possession of all COUNTY-provided equipment and will pay for costs of uninstallation and removal or return delivery of said equipment within thirty (30) days of the effective date of termination. TARRANT COUNTY, TEXAS CITY OF NORTH RICHLAND HILLS B. Glen Whitley Mark Hindman County Judge City Manager Date: Date: APPROVED AS TO FORM* APPROVED AS TO FORM AND LEGALITY Criminal District Attorney's Office* Maleshia B. McGinnis, City Attorney * By law, the Criminal District Attorney's Office may only approve contracts for its clients. We reviewed this document as to form from our client's legal perspective. Other parties may not rely on this approval. Instead those parties should seek contract review from independent counsel. Tarrant County/City of North Richland Hills Interlocal Agreement Page 4 of 4 Exhibit A Remote Video Magistration Municipalities North Richland Hills Infrastructure Assessment Agency Name: City of North Richland Hills Police Date of Onsite Assessment: 2 3 2021 Location Address: 4301 City Point Drive North Richland Hills,TX 76180 (817)427-7089 Room Surveyed: Judges Magistration Room Required Components ;. IR, fld urovi d e Electrical: (Nick Burris; IIKaflh e oral rig e IRatdI i ; Jeff Garri e r 0 (Yes) Existing solution ➢ Description of existing solution: Existing electrical is available per system design and is adequate for RVM use. Minimal Required Specifications < 120V power for all required devices Recommendation: N/A Computer; Laptop; Mouse behind the glass IR,I[,.,� fld urovi d e Cabling: (Nick Burris; IIKaflh e oral rig e IRatdI i ; Jeff Gari'l e r 0 (Yes) Existing solution ➢ Description of existing solution: Existing cabling is available per system design, network jacks are currently in place and both cabling and network jacks are adequate for RVM use. Minimal Required Specifications < Minimum LAN cable spec of CAT6 Recommendation: N/A m IR, fld urovi d e urlll (Nick Burris; IIKaflh e oral rig e IRatdI i ; Jeff Garri e r 1 Quiot-.e $20 00/rnant-J) --Tair Ira in t Co un ty wH I pirc.M d e funifing on a in oingo�ing b as�s for t�h ese seirv�ces. X (Yes) Existing solution ➢ Description of existing solution: The Remote Video Magistration system will utilize NRH's secondary test network,which doesn't have a static IP address.Tarrant County will cover costs for static IP,which is $20.00/month. Minimal Required Specifications Available switch ports for all network devices One PoE switch port if using a PoE powered telephone Constant bandwidth of 3072Kbps Recommendation: Need firewall ports open I— port for laptop; topaz; wireless mouse_ I— port for video 4) Tanrai'it Coui'ity wflA provide Polycaim Set: (Ganrett CoHii'is; IKy�Ie Burris) Quiot-.e�� $14,806 10 Quiot-.e $7,174 67 (professional services) --Tairiraint County wHl pircM )e funi) ng on a oinetIirne bas�s for t hese pirofessIIoir4 seirvllces. X (No) Existing solution— Existing AV System (Visionality), see recommendation Minimal Required Specifications Polycom Clarity System-Codec Mount for device Professional Services Recommendation: Coordinate with Visionality best opportunity for an NRH onsite walk-through and review of current state hardware equipment to determine and discuss possibilities of future state for Remote Video Magistration. i114 o i�,,e If integrated with Visionality, requirement would only be a Codec and a camera. 5) '11"arrant (.'ounty wHi provide Warlkstat lilt an: (Brian Redr,riond; Jeff WiMarris('11"( Q,Uote�� $800 00 for desktop; rnorfltor 2 ❑X (No) Existing solution -Lnotej A workstation computer and monitor are requested Recommendation: Will need to order the monitor Micro computer available This workstation solution will be used for MSO and Financial interviews. 6 Tanrarit Courity wfld urovide Digital siginature capture apaIII dI i i es (.Jeff flI fi aii'i S P- ❑X (No) Existing solution - note) No existing digital capture signature pads Recommendation: Tarrant County will provide the following signature pad: ..topaz..I-LI311K462-IHSB-Ifs ., IR, fld urovi d e "Inl"° III pIII use for access to �ari g a ag(:; i ril e r urea i o ri (Nick Burris; ❑X (Yes) Existing solution ➢ Description of existing solution: Existing telephone is available and is adequate for RVM use. Recommendation: N/A Tanrarit Courity wfld urovide Network acce SS flNI e Printer:tour (B r i ari IRe d urn"w ri r ❑X (Yes) Existing solution 3 ➢ Description of existing solution: A network printer is requested however; an existing printer is available Minimal Required Specifications < Network accessible Recommendation: Provide a network accessible printer i114 o is ,,e The existing printer is on NRH's network IR,I[, fld r1ot III e offeririg Public D ui s III a ui ui ing ii'i ag i sturn i o rig sdI i o rl ( i k 0 (Yes) Existing solution ➢ Description of existing solution: Recommendation: i114 o is ,,e 4 "I r*4w NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: March 28, 2022 SUBJECT: Announcements PRESENTER: GENERAL DESCRIPTION: At each City Council meeting a member of the governing body announces upcoming events and recognizes an employee who exemplifies our core values. Announcements: Join Mayor Trevino on his monthly bicycle ride through North Richland Hills! The first ride in 2022 will be on Tuesday, April 5 starting at 6 p.m. at the NRH Centre. You can find more details on the city's website. The annual Don't Mess With Texas Trash-Off litter cleanup event will take place on Saturday, April 2. If you or your group would like to participate, Keep NRH Beautiful will be providing vests, trash bags, and gloves to help facilitate your cleanup. Please contact Kristin James for more information. Kudos Korner: Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: Jase Smith, Gary Massie, Adam Pendergrass, Nathaniel Soroka and Kenneth Rawson in the Fire Department — Thank you to the crew who recently joined other firefighters from around the state to battle the large wildfire in Eastland. We received a note of thanks from a De Leon Volunteer Fire Department member who worked alongside our crew. It said, "You should be proud of the bravery and professionalism they brought to the fire field. It was an honor to serve with them and a blessing that y'all allowed them to come."