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HomeMy WebLinkAbout2018-298-E AMS - Harris Bros Electric Lower Level Link FA UpgradeDocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 NORTH CAROLINA ORANGE COUNTY CONSTRUCTION SERVICES AGREEMENT UNDER $50,000 THIS CONSTRUCTION AGREEMENT (hereinafter "Agreement "), is made and entered into this 1 st day of July, 202018 by and between Orange County, North Carolina (hereinafter the "Owner ") party of the first part; and Harris Bros. Electric & Controls, Inc. (hereinafter the "Contractor "), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the Owner hereby contracts for the construction services of the Contractor, and the Contractor agrees to provide the construction services to the Owner in accordance with the terms of this Agreement. 1. TERM AND MAXIMUM AMOUNT PAYABLE Beginning and ending dates of contract: July 1, 2018 through July 23, 2018. The Project Commencement Date shall be July 1, 2018. Dollar Amount Not to Exceed: Twenty Thousand Nine Hundred Ninety Eight Dollars ($20,998.00) 2. SERVICES Contractor agrees to provide the following construction services (the "Work "): Provide labor and materials to upgrade the Fire Alarm system in lower level link per drawings. Contractor shall not sub - contract all or any part of the construction services provided for in this Agreement without prior written approval of the Owner. Contractor shall be responsible for all errors or omissions, in the performance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to Owner. 3. PAYMENT Contractor shall submit an invoice for construction services provided. The invoice shall contain Contractor's name and federal tax identification number and shall be signed and dated by an officer of Contractor. It shall detail all construction services provided in payment requests. The Owner will make payments to Contractor within thirty (30) days after receipt of and approval of the invoice by the contracting department. In the event the amount stated on an invoice is disputed by Owner, then Owner may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. In addition, should Contractor fail to perform its duties under the terms of this Agreement, Owner may, without fault or penalty, withhold any payment associated with the Work to be performed until such time as said work is completed. 4. RELATIONSHIP OF PARTIES Contractor is an independent contractor of the Owner. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the construction services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the Owner. All personnel engaged in work under this Agreement shall be fully qualified Revised 10/17 1 DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 and shall be authorized or permitted under state and local law to perform such construction services. It is further agreed that Contractor will obey all State and Federal statutes, rules and regulations which are applicable to provisions of the construction services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent of the Owner. 5. SUSPENSION AND TERMINATION This Agreement may be terminated by Contractor upon thirty (3 0) days' written notice to the Owner, and the Owner may terminate this Agreement upon thirty (30) days' written notice to Contractor. Owner may suspend the Work at any time for Owner's convenience and without penalty to Owner upon three (3) days' notice to Contractor. Upon any suspension by Owner Contractor shall discontinue the Work and shall not resume the Work until notified to proceed by Owner. The notice required by this section or any other notice shall be delivered via certified mail, return receipt requested to the parties at the addresses as shown on the signature page to this Agreement. Such notice is deemed given upon its delivery to, or deposit in a receptacle of, the United States Post Office. 6. INSURANCE REQUIREMENTS Contractor shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http: / /www.oran eg c�tync. og v /departments /purchasing division/contracts.ph�). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7. INDEMNIFICATION Contractor agrees, without limitation, to defend, indemnify, save, and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liens, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any negligence, act or failure to act by the Contractor, the Contractor's agents, assigns or employees resulting in property damage or personal injury, including death, or other loss related to the Work. Contractor is responsible for all errors or omissions caused by its agents, contractors, employees, or assigns in the performance of this Agreement. It is the intent of this section to require Contractor to indemnify the Owner to the full extent permitted under North Carolina law. 8. NON - ASSIGNMENT Contractor shall not assign all or any part of this Agreement, including rights to payments, to any other party without the prior written consent of the Owner. 9. NON — APPROPRIATION Contractor acknowledges that Owner is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory Revised 10/17 2 DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 mandate. In the event that public funds are unavailable and not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non - appropriation of public funds. It is expressly agreed that Owner shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 10. DISPUTE RESOLUTION Any dispute with respect to any provision of, or the performance or non - performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http: / /www.oran ec�ogLi y c.gov/departments/purchasing division/contracts.php). 11. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it, together with specifically referenced documents, constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified by a written amendment to this Agreement signed by the parties. Modifications may be evidenced by telefacsimile signatures. Should any conflict arise in the terms of any documents referenced herein and this Agreement the terms of this Agreement shall be given priority and shall control over all other such documents. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of the proposal. 12. COMPLIANCE WITH LAW /GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and any action brought under this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange County. Contractor shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non - discrimination laws, policies, rules, and regulations and the Orange County Non - Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http: / /www.oran ec�ountync ova/ departments/ purchasing�division /contracts.php). Any violation of the Orange County Non - Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the lists created by the State Treasurer pursuant to G.S. 147 -86.58 and G.S. 147 - 86.81. This Agreement Revised 10/17 3 DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURE PAGE TO FOLLOW] Revised 10/17 4 DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement, effective as of the day and date first above written. ORANGE COUNTY CONTRACTOR � —w. By A-OAKwty'bj 7/20/2018 B YEo f�aws 7/5/2018 1 County Manager Calvin Harris 200 S. Cameron St. Harris Bros. Electric & Controls, Inc P.O. Box 8181 2712 Hillsborough Road Hillsborough, NC 27278 Durham, NC 27705 Revised 10/17 5 DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 540 Civic Blvd Ste 105 RALEIGH, NC 27610 -2935 �'j (919) 279 6400 Johnson FAX: (919) 279 6439 Controls Johnson Controls Quotation TO: Harris Bros Electric & Control Project: John Link Bldg LL Alterations 2712 Hillsborough Rd Customer Reference: SimplexGrinnell Fire Alarm DURHAM, NC 27705 -4044 Johnson Controls Reference: 250439764 Proposal #: P35509- 000605 Date: 06/19/2018 Page 1 of 7 Johnson Controls is pleased to offer for your consideration this quotation for the above project. Comments John Link Building Lower level Alterations Johnson Controls Fire Protection Scope of Work Please read the notes below and let me know if you have any questions. This project will require the replacement of all Horn Strobe devices on this floor and the installation of a 4009 NAC panel. This is because the existing devices will not audibly or visually synchronize. The NAC panel will need to be mounted on this level, will need to be connected to the existing Horn Strobe circuit and will need emergency 120V power. Contact Information: Steve W. Moore Electronic System Sales Representative P. 919- 279 -6416 M. 919- 906 -5310 steve.w.moore @jci.com JCFP will provide the fire alarm equipment, installation labor, drawings and submittals, panel terminations, and system testing. Exceptions and /or Clarifications: JCFP is not responsible for the design of this project unless design build is selected in the following section below. Additional devices may be deemed necessary by the AHJ and could result in additional cost. Unless specified below , the electrical contractor will provide and install all conduit or bridal rings, all back boxes (including the installation of specialty SimplexGrinnell provided weatherproof boxes and cabinets), pull strings, flexible piping, box blank covers, electrical breakers, terminal cabinets, breaker locks, wire, devices, terminations. THIS QUOTATION AND ANY RESULTING CONTRACT SHALL BE SUBJECT TO THE GENERAL TERMS AND CONDITIONS ATTACHED HERETO. Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 Project: John Link Bldg LL Alterations r Customer Reference: SimplexGrinnell Fire Alarm Johnson Controls Reference: 250439764 Johnson Date: 06/19/2018 Controls Page 2 of 7 Johnson Controls Quotation Comments (continued) THIS PROPOSAL IS BASED UPON ONLY THOSE ITEMS DENOTED BY [X]" [] Specification section: [x] Information from plan Drawing Number and Date: E2.1 by RN &M dated 5 -25 -18 [] Up to and including addendum: [] Customer provided bill of material [] Verbal request/ Counts provided by contractor no plans or specification [] Value engineering [] Design Build THIS QUOTATION INCLUDES ONLY THOSE ITEMS DENOTED BY "[X] ": [x] Equipment as listed in this proposal [x] Installation of FA wiring and devices in conduit provide by others [] Installation of fire alarm conduit system [] Installation of free run / open air wiring with J hooks & Stub ups by SimplexGrinnell [x] Installation of free run / open air wiring with J hooks & Stub ups by Contractor [] Demolition of existing fire alarm devices [x] NC State Sales Use Tax [x] Freight (F.O.B. shipping point) [x] Shop Drawings [] PE Sealed Drawings [x] Panel terminations [x] Technical installation support including programming [x] Permit [] Inspection Fees [] Customer fees for bypass /shutdown of systems [] Payment/Performance Bonds [x] 1 functional system certification test [x] 1 AHJ test [] 1 10% Re -Test [] 2 Hours of operation and maintenance training [] Close out documentation [x] Interface to non - SimplexGrinnell provided equipment i.e.: HVAC and elevator [x] One year standard warranty [] Monitoring [] AHCA Inspection [] UL Certification THIS QUOTATION DOES NOT INCLUDE THE FOLLOWING: Conduit or Bridal Rings Phased Checkout Standard electric boxes, including ceiling mounted devices 120vac power (New NAC Panel next to existing FRCP) Fire protection switches or gas solenoids Phone lines Remote station monitoring contract (available upon request) Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 Project: John Link Bldg LL Alterations r Customer Reference: SimplexGrinnell Fire Alarm Johnson Controls Reference: 250439764 Johnson Date: 06/19/2018 Controls Page 3 of 7 Johnson Controls Quotation Comments (continued) Knox box Cutting, drilling, patching, fire caulking or painting Interface to non - SimplexGrinnell provided equipment i.e.: HVAC and elevator Fire watch Weatherproof and conditioned control equipment housing No asbestos abatement is identified, expected or included in this contract. All policies and procedures referenced in the specification will be followed as required. No Lead paint abatement is identified, expected or included in this contract. All policies and procedures referenced in the specification will be followed as required. Cost for CAD files It is SimplexGrinnell's (SG) understanding that these drawings and specifications represent the work to be accomplished in its entirety and no additional work or materials is expected or required. This quote covers direct costs only and we reserve the right to claim for impact and consequential costs. SCHEDULE MILESTONES: Configured Submittals and Shop- drawings: 20 Days to develop upon Receipt of P.O Fab and Delivery of Equipment- nonstandard Back Boxes: 15 Days Fab and Delivery of Equipment- Devices: 30 Days Fab and Delivery of Panels /Transponders: 45 Days Electrical Contractor Mechanically /Electrically complete -30 days from project completion to Commission System. TIME IS OF THE ESSENCE with regard to this quotation as it relates to the project schedule which is [ ] known [ x ] unknown at this time. ADDITIONAL NOTES: If SimplexGrinnell is awarded this project we will need: A complete set of bid documents including specifications and any addendums An electronic CAD file in AutoCAD shall be sent to INSERT NAME OR EMAIL ADDRESS or mailed to the branch address on this quote. A complete schedule A copy of the "Notice of Commitment" Your P.O. or contract will need to reference this proposal # and amount. This proposal and its terms and condition shall take precedence. Your Purchase Order or contact is subject to review and must be mutually agreeable. Quotation is valid for a period of 30 days ONLY unless modified in writing by SimplexGrinnell. All work is to be performed during normal SimplexGrinnell hours of 8am to 5pm Monday through Friday with the exception of company sponsored holidays unless specifically noted otherwise. We reserve the right to correct this quote for errors and omissions. As stated above, SimplexGrinnell will perform the work pursuant to the attached Terms and Conditions. Should the parties fail to execute a mutually agreeable definitive agreement, all work Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 Project: John Link Bldg LL Alterations r Customer Reference: SimplexGrinnell Fire Alarm Johnson Controls Reference: 250439764 Johnson Date: 06/19/2018 Controls Page 4 of 7 Johnson Controls Quotation Comments (continued) performed by SimplexGrinnell on or related to the above captioned project (with the exception of any monitoring services anticipated, which will only be performed pursuant to the unaltered terms and conditions of SimplexGrinnell's standard Monitoring Agreement) will be performed pursuant to the attached Terms and Conditions. Please indicate your approval of this quotation by signing the last page and returning to my attention as noted below. QUANTITY MODEL NUMBER DESCRIPTION Drawings and Submittals DSGN LAB CAD LAB PM LAB DESIGN LABOR CAD LABOR PROJECT /CONSTRUCTION MGMT Programming and Testing COMM LAB Commissioning Labor Installation DPIM INSTALLATION MATERIALS DPSVC DP SVCS (PERMITS /FEES /BONDS) INST LAB INSTALLATION LABOR Total net selling price, FOB shipping point, $19,089.00 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America Fire Alarm Equipment 1 4009 -9201 NAC EXTENDER 120VAC, IDNET 2 2081 -9274 BATTERY 10AH 1 DTK- 120HW -SS AC HARD WIRED TRANSIENT 120 VO 10 4906 -9101 STROBE MC RED 8 4906 -9127 HORN /STROBE MC RED 4 4098 -9601 PHOTO DETECTOR 4 4098 -9788 DETECTOR 2 -WIRE BASE 1 DPFA FIRE ALARM EQUIPMENT Drawings and Submittals DSGN LAB CAD LAB PM LAB DESIGN LABOR CAD LABOR PROJECT /CONSTRUCTION MGMT Programming and Testing COMM LAB Commissioning Labor Installation DPIM INSTALLATION MATERIALS DPSVC DP SVCS (PERMITS /FEES /BONDS) INST LAB INSTALLATION LABOR Total net selling price, FOB shipping point, $19,089.00 Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 Johnson * Controls 1. Payment. Payments shall be invoiced and due in accordance with the terms and conditions set forth above. Work performed on a time and material basis shall be at Company's then - prevailing rate for material, labor, and related items, in effect at the time supplied under this Agreement. Company shall invoice Customer for progress payments to one hundred (100 %) percent based upon equipment delivered or stored, and services performed. Customers without established satisfactory credit shall make payments of cash in advance, upon delivery or as otherwise specified by Company. Where Customer establishes and maintains satisfactory credit, payments shall be due and payable thirty (30) days from date of invoice. Company reserves the right to revoke or modify Customer's credit in its sole discretion. Customer's failure to make payment when due is a material breach of this Agreement. If Customer fails to make any payment when due, in addition to any other rights and remedies available, Company shall have the right, at Company's sole discretion, to stop performing any Services and /or withhold further deliveries of materials, until the account is current. In the event payment is not received when due, Company may, at its discretion, assess late fees at the rate of 1.5% per month or the maximum rate allowed by law. Customer agrees to pay all costs of collection, including without limitation costs, fees, and attorneys' fees. Customer's failure to make payment when due is a material breach of this Agreement until the account is current. 2. Pricing. The pricing set forth in this Agreement is based on the number of devices to be installed and services to be performed as set forth in the Scope of Work ( "Equipment" and "Services "). If the actual number of devices installed or services to be performed is greater than that set forth in the Scope of Work, the price will be increased accordingly. If this Agreement extends beyond one year, Company may increase prices upon notice to the Customer. Customer agrees to pay all taxes, permits, and other charges, including but not limited to state and local sales and excise taxes, however designated, levied or based on the service charges pursuant to this Agreement. Prices in any quotation or proposal from Company are subject to change upon notice sent to Customer at any time before the quotation or proposal has been accepted. Prices for products covered may be adjusted by Company, upon notice to Customer at any time prior to shipment, to reflect any increase in Company's cost of raw materials (e.g., steel, aluminum) incurred by Company after issuance of Company's applicable proposal or quotation. 3. Alarm Monitoring Services. Any reference to alarm monitoring services in this Agreement is included for pricing purposes only. Alarm monitoring services are performed pursuant to the terms and conditions of Company's standard alarm monitoring services agreement. 4. Code Compliance. Company does not undertake an obligation to inspect for compliance with laws or regulations unless specifically stated in the Scope of Work. Customer acknowledges that the Authority Having Jurisdiction (e.g. Fire Marshal) may establish additional requirements for compliance with local codes. Any additional services or equipment required will be provided at an additional cost to Customer. 5. Limitation of Liability; Limitations of Remedy. It is understood and agreed by the Customer that Company is not an insurer and that insurance coverage shall be obtained by the Customer and that amounts payable to company hereunder are based upon the value of the services and the scope of liability set forth in this Agreement and are unrelated to the value of the Customer's property and the property of others located on the premises. Customer agrees to look exclusively to the Customer's insurer to recover for injuries or damage in the event of any loss or injury and that Customer releases and waives all right of recovery against Company arising by way Project: John Link Bldg LL Alterations Customer Reference: SimplexGrinnell Fire Alarm Johnson Controls Reference: 250439764 Date: 06/19/2018 Page 5 of 7 TERMS AND CONDITIONS (Rev. 4/18) of subrogation. Company makes no guaranty or Warranty, including any implied warranty of merchantability or fitness for a particular purpose that equipment or services supplied by Company will detect or avert occurrences or the consequences therefrom that the equipment or service was designed to detect or avert. It is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from failure on the part of Company to perform any of its obligations under this Agreement. Accordingly, Customer agrees that, Company shall be exempt from liability for any loss, damage or injury arising directly or indirectly from occurrences, or the consequences therefrom, which the equipment or service was designed to detect or avert. Should Company be found liable for any loss, damage or injury arising from a failure of the equipment or service in any respect, Company's liability shall be limited to an amount equal to the Agreement price (as increased by the price for any additional work) or where the time and material payment term is selected, Customer's time and material payments to Company. Where this Agreement covers multiple sites, liability shall be limited to the amount of the payments allocable to the site where the incident occurred. Such sum shall be complete and exclusive. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGE, LOSS, INJURY, OR ANY OTHER CLAIM ARISING FROM ANY SERVICING, ALTERATIONS, MODIFICATIONS, CHANGES, OR MOVEMENTS OF THE COVERED SYSTEM(S) OR ANY OF ITS COMPONENT PARTS BY THE CUSTOMER OR ANY THIRD PARTY. COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE USE, LOSS OF THE USE, PERFORMANCE, OR FAILURE OF THE COVERED SYSTEM(S) TO PERFORM. The limitations of liability set forth in this Agreement shall inure to the benefit of all parents, subsidiaries and affiliates of company, whether direct or indirect, company's employees, agents, officers and directors. 6. Reciprocal Waiver of Claims (SAFETY Act). Certain of Company's systems and services have received Certification and/or Designation as Qualified Anti - Terrorism Technologies ( "QATT ") under the Support Anti - terrorism by Fostering Effective Technologies Act of 2002, 6 U.S.C. §§ 441 -444 (the "SAFETY Act "). As required under 6 C.F.R. 25.5 (e), to the maximum extent permitted by law, Company and Customer hereby agree to waive their right to make any claims against the other for any losses, including business interruption losses, sustained by either party or their respective employees, resulting from an activity resulting from an "Act of Terrorism" as defined in 6 C.F.R. 25.2, when GATT have been deployed in defense against, response to, or recovery from such Act of Terrorism. 7. General Provisions. Customer has selected the service level desired after considering and balancing various levels of protection afforded, and their related costs. All work to be performed by Company will be performed during normal working hours of normal working days (8:00 a.m. — 5:00 p.m., Monday through Friday, excluding Company holidays), as defined by Company, unless additional times are specifically described in this Agreement. Company will perform the services described in the Scope of Work section ( "Services ") for one or more system(s) or equipment as described in the Scope of Work section or the listed attachments ( "Covered System(s)"). The Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes the Covered System(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined Company shall be relieved from any and all liability arising therefrom. UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT, ANY INSPECTION (AND, IF SPECIFIED, TESTING) PROVIDED UNDER THIS AGREEMENT DOES NOT INCLUDE ANY MAINTENANCE, REPAIRS, ALTERATIONS, REPLACEMENT OF PARTS, OR ANY FIELD ADJUSTMENTS WHATSOEVER, NOR DOES IT INCLUDE THE CORRECTION OF ANY DEFICIENCIES IDENTIFIED BY COMPANY TO CUSTOMER. COMPANY SHALL NOT BE RESPONSIBLE FOR EQUIPMENT FAILURE OCCURRING WHILE COMPANY IS IN THE PROCESS OF FOLLOWING ITS INSPECTION TECHNIQUES, WHERE THE FAILURE ALSO RESULTS FROM THE AGE OR OBSOLESCENCE OF THE ITEM OR DUE TO NORMAL WEAR AND TEAR. THIS AGREEMENT DOES NOT COVER SYSTEMS, EQUIPMENT, COMPONENTS OR PARTS THAT ARE BELOW GRADE, BEHIND WALLS OR OTHER OBSTRUCTIONS OR EXTERIOR TO THE BUILDING, ELECTRICAL WIRING, AND PIPING. 8. Customer Responsibilities. Customer shall furnish all necessary facilities for performance of its work by Company, adequate space for storage and handling of materials, light, water, heat, heat tracing, electrical service, local telephone, watchman, and crane and elevator service and necessary permits. Where wet pipe system is installed, Customer shall supply and maintain sufficient heat to prevent freezing of the system. Customer shall promptly notify Company of any malfunction in the Covered System(s) which comes to Customer's attention. This Agreement assumes any existing system(s) are in operational and maintainable condition as of the Agreement date. If, upon initial inspection, Company determines that repairs are recommended, repair charges will be submitted for approval prior to any work. Should such repair work be declined Company shall be relieved from any and all liability arising therefrom. Customer shall further: • supply required schematics and drawings unless they are to be supplied by Company in accordance with this Agreement; • Provide a safe work environment, in the event of an emergency or Covered System(s) failure, take reasonable safety precautions to protect against personal injury, death, and property damage, continue such measures until the Covered System(s) are operational, and notify Company as soon as possible under the circumstances. • Provide Company access to any system(s) to be serviced, • Comply with all laws, codes, and regulations pertaining to the equipment and /or services provided under this agreement. 9. Excavation. In the event the Work includes excavation, Customer shall pay, as an extra to the contract price, the cost of any additional work performed by Company dues to water, quicksand, rock or other unforeseen condition or obstruction encountered or shoring required. 10. Structure and Site Conditions. While employees of Company will exercise reasonable care in this respect, Company shall be under not responsibility for loss or damage due to the character, condition or use of foundations, walls, or other structures not erected by It or resulting from the excavation in proximity thereto, or for damage resulting from concealed piping, wiring, fixtures, or other equipment or condition of water pressure. All shoring or protection of foundation, walls or other structures subject to being disturbed by any excavation required hereunder shall be the responsibility of Customer. Customer shall have all things in readiness for installation including, without limitation, structure to support the sprinkler system and related equipment (including tanks), other materials, floor or suitable working base, connections and facilities for erection at the time the materials are delivered. In the event Customer fails to have all things in readiness at the time scheduled for receipt of materials, Customer shall reimburse Company for all expenses caused by such failure. Failure to make areas Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 Johnson 0 Controls available to Company during performance in accordance with schedules that are the basis for Company's proposal shall be considered a failure to have things in readiness in accordance with the terms of this Agreement. 11. Confined Space. If access to confined space by Company is required for the performance of Services, Services shall be scheduled and performed in accordance with Company's then - current hourly rate. 12. Hazardous Materials. Customer represents that, except to the extent that Company has been given written notice of the following hazards prior to the execution of this Agreement, to the best of Customer's knowledge there is no: • "permit confined space," as defined by OSHA, • risk of infectious disease, • need for air monitoring, respiratory protection, or other medical risk, • asbestos, asbestos - containing material, formaldehyde or other potentially toxic or otherwise hazardous material contained in or on the surface of the floors, walls, ceilings, insulation or other structural components of the area of any building where work is required to be performed under this Agreement. All of the above are hereinafter referred to as "Hazardous Conditions ". Company shall have the right to rely on the representations listed above. If hazardous conditions are encountered by Company during the course of Company's work, the discovery of such materials shall constitute an event beyond Company's control and Company shall have no obligation to further perform in the area where the hazardous conditions exist until the area has been made safe by Customer as certified in writing by an independent testing agency, and Customer shall pay disruption expenses and re- mobilization expenses as determined by Company. This Agreement does not provide for the cost of capture, containment or disposal of any hazardous waste materials, or hazardous materials, encountered in any of the Covered System(s) and /or during performance of the Services. Said materials shall at all times remain the responsibility and property of Customer. Company shall not be responsible for the testing, removal or disposal of such hazardous materials. 13. OSHA Compliance. Customer shall indemnify and hold Company harmless from and against any and all claims, demands and /or damages arising in whole or in part from the enforcement of the Occupational Safety Health Act (and any amendments or changes thereto) unless said claims, demands or damages are a direct result of causes within the exclusive control of Company. 14. Interferences. Customer shall be responsible to coordinate the work of other trades (including but not limited to ducting, piping, and electrical) and for and additional costs incurred by Company arising out of interferences to Company's work caused by other trades. 15. Modifications and Substitutions. Company reserves the right to modify materials, including substituting materials of later design, providing that such modifications or substitutions will not materially affect the performance of the Covered System(s). 16. Changes, Alterations, Additions. Changes, alterations and additions to the Scope of Work, plans, specifications or construction schedule shall be invalid unless approved in writing by Company. Should changes be approved by Company, that increase or decrease the cost of the work to Company, the parties shall agree, in writing, to the change in price prior to performance of any work. However, if no agreement is reached prior to the time for performance of said work, and Company elects to perform said work so as to avoid delays, then Company's estimate as to the value of said work shall be deemed accepted by Customer. In addition, Customer shall pay for all extra work requested by Customer or made necessary because of incompleteness or inaccuracy of plans or other information submitted by Customer with respect to the location, type of occupancy, or other details of the work to be performed. In the event the layout of Customer's facilities has been altered, or is altered by Customer prior to the completion of the Work, Project: John Link Bldg LL Alterations Customer Reference: SimplexGrinnell Fire Alarm Johnson Controls Reference: 250439764 Date: 06/19/2018 Page 6 of 7 Customer shall advise Company, and prices, delivery and completion dates shall be changed by Company as may be required. 17. Commodities Availability. Company shall not be responsible for failure to provide services, deliver products, or otherwise perform work required by this Agreement due to lack of available steel products or products made from plastics or other commodities. In the event Company is unable, after reasonable commercial efforts, to acquire and provide steel products, or products made from plastics or other commodities, if required to perform work required by this Agreement, Customer hereby agrees that Company may terminate the Agreement, or the relevant portion of the Agreement, at no additional cost and without penalty. Customer agrees to pay Company in full for all work performed up to the time of any such termination. 18. Project Claims. Any claim of failure to perform against Company arising hereunder shall be deemed waived unless received by Company, in writing specifically setting forth the basis for such claim, within ten (10) days after such claims arises. 19. Backcharges. No charges shall be levied against Company unless seventy -two (72) hours prior written notice is given to Company to correct any alleged deficiencies which are alleged to necessitate such charges and unless such alleged deficiencies are solely and directly caused by Company. 20. System Equipment. The purchase of equipment or peripheral devices (including but not limited to smoke detectors, passive infrared detectors, card readers, sprinkler system components, extinguishers and hoses) from Company shall be subject to the terms and conditions of this Agreement. If, in Company's sole judgment, any peripheral device or other system equipment, which is attached to the Covered System(s), whether provided by Company or a third party, interferes with the proper operation of the Covered System(s), Customer shall remove or replace such device or equipment promptly upon notice from Company. Failure of Customer to remove or replace the device shall constitute a material breach of this Agreement. If Customer adds any third party device or equipment to the Covered System(s), Company shall not be responsible for any damage to or failure of the Covered System(s) caused in whole or in part by such device or equipment. 21. Reports. Where inspection and /or test services are selected, such inspection and/or test shall be completed on Company's then current Report form, which shall be given to Customer, and, where applicable, Company may submit a copy thereof to the local authority having jurisdiction. The Report and recommendations by Company are only advisory in nature and are intended to assist Customer in reducing the risk of loss to property by indicating obvious defects or impairments noted to the system and equipment inspected and/or tested. They are not intended to imply that no other defects or hazards exist or that all aspects of the Covered System(s), equipment, and components are under control at the time of inspection. Final responsibility for the condition and operation of the Covered System(s) and equipment and components lies with Customer. 22. Limited Warranty. Subject to the limitations below, Company warrants any equipment (as distinguished from the Software) installed pursuant to this Agreement to be free from defects in material and workmanship under normal use for a period of one (1) year from the date of first beneficial us or all or any part of the Covered System(s) or 18 months after Equipment shipments, whichever is earlier, provided however, that Company's soles liability, and Customer's sole remedy, under this limited warranty shall be limited to the repair or replacement of the Equipment or any part thereof, which Company determines is defective, at Company's sole option and subject to the availability of service personnel and parts, as determined by Company. Company warrants expendable items, including, but not limited to, video and print heads, television camera tubes, video monitor displays tubes, batteries and certain other products in accordance with the applicable manufacturer's 26. Default. An Event of Default shall be 1) failure of the warranty. Company does not warrant devices designed to fail in Customer to pay any amount within ten (10) days after the protecting the System, such as, but not limited to, fuses and circuit breakers. Company warrants that any Company software described in this Agreement, as well as software contained in or sold as part of any Equipment described in this Agreement, will reasonably conform to its published specifications in effect at the time of delivery and for ninety (90) days after delivery. However, Customer agrees and acknowledges that the software may have inherent defects because of its complexity. Company's sole obligation with respect to software, and Customer's sole remedy, shall be to make available published modifications, designed to correct inherent defects, which become available during the warranty period. If Repair Services are included in this Agreement, Company warrants that its workmanship and material for repairs made pursuant to this Agreement will be free from defects for a period of ninety (90) days from the date of furnishing. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS, SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. Warranty service will be performed during Company's normal working hours. If Customer requests warranty service at other than normal working hours, service will be performed at Company's then current rates for after ours services. All repairs or adjustments that are or may become necessary shall be performed by and authorized representative of Company. Any repairs, adjustments or interconnections performed by Customer or any third party shall void all warranties. 23. Indemnity. Customer agrees to indemnify, hold harmless and defend Company against any and all losses, damages, costs, including expert fees and costs, and expenses including reasonable defense costs, arising from any and all third party claims for personal injury, death, property damage or economic loss, including specifically any damages resulting from the exposure of workers to Hazardous Conditions whether or not Customer pre - notifies Company of the existence of said hazardous conditions, arising in any way from any act or omission of Customer or Company relating in any way to this Agreement, including but not limited to the Services under this Agreement, whether such claims are based upon contract, warranty, tort (including but not limited to active or passive negligence), strict liability or otherwise. Company reserves the right to select counsel to represent it in any such action. 24. Insurance. Customer shall name Company, its officers, employees, agents, subcontractors, suppliers, and representatives as additional insureds on Customer's general liability and auto liability policies. 25. Termination. Any termination under the terms of this Agreement shall be made in writing. In the event Customer terminates this Agreement priorto completion for any reason not arising solely from Company's performance orfailure to perform, Customer understands and agrees that Company will incur costs of administration and preparation that are difficult to estimate or determine. Accordingly, should Customer terminate this Agreement as described above, Customer agrees to pay all charges incurred for products and equipment installed and services performed, and in addition pay an amount equal to twenty (20 %) percent of the price of products and equipment not yet delivered and Services not yet performed, return all products and equipment delivered and pay a restocking fee of twenty (20 %) percent the price of products or equipment returned. Company may terminate this Agreement immediately at its sole discretion upon the occurrence of any Event of Default as hereinafter defined. Company may also terminate this Agreement at its sole discretion upon notice to Customer if Company's performance of its obligations under this Agreement becomes impracticable due to obsolescence of equipment at Customer's premises or unavailability of parts. Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 Johnson 0 Controls amount is due and payable, 2) abuse of the System or the Equipment, 3) dissolution, termination, discontinuance, insolvency or business failure of Customer. Upon the occurrence of an Event of Default, Company may pursue one or more of the following remedies, 1) discontinue furnishing Services, 2) by written notice to Customer declare the balance of unpaid amounts due and to become due under the this Agreement to be immediately due and payable, provided that all past due amounts shall bear interest at the rate of 1 '/% per month (18% per year) or the highest amount permitted by law, 3) receive immediate possession of any equipment for which Customer has not paid. 4) proceed at law or equity to enforce performance by Customer or recover damages for breach of this Agreement, and 5) recover all costs and expenses, including without limitation reasonable attorneys' fees, in connection with enforcing or attempting to enforce this Agreement. 27. Exclusions. Unless expressly included in the Scope of Work, this Agreement expressly excludes, without limitation, testing inspection and repair of duct detectors, beam detectors, and UV /IR equipment; provision of fire watches; clearing of ice blockage; draining of improperly pitched piping; replacement of batteries; recharging of chemical suppression systems; reloading of, upgrading, and maintaining computer software; system upgrades and the replacement of obsolete systems, equipment, components or parts; making repairs or replacements necessitated by reason of negligence or misuse of components or equipment or changes to Customer's premises, vandalism, corrosion (including but not limited to micro - bacterially induced corrosion ( "MIC ")), power failure, current fluctuation, failure due to non - Company installation, lightning, electrical storm, or other severe weather, water, accident, fire, acts of God or any other cause external to the Covered System(s). Repair Services provided pursuant to this Agreement do not cover and specifically excludes system upgrades and the replacement of obsolete systems, equipment, components or parts. All such services may be provided by Company at Company's sole discretion at an additional charge. If Emergency Services are expressly included in the scope of work section, the Agreement price does not include travel expenses. Project: John Link Bldg LL Alterations Customer Reference: SimplexGrinnell Fire Alarm Johnson Controls Reference: 250439764 Date: 06/19/2018 Page 7 of 7 28, No Option to Solicit. Customer shall not, directly or indirectly, on its own behalf or on behalf of any other person, business, corporation or entity, solicit or employ any Company employee, or induce any Company employee to leave his or her employment, for a period of two years after termination of this Agreement. 29. Force Majeure; Delays. Company shall not be liable for any damage or penalty for delays or failure to perform work due to acts of God, acts or omissions of Customer, acts of civil or military authorities, Government regulations or priorities, fires, epidemics, quarantine, restrictions, war, riots, civil disobedience or unrest, strikes, delays in transportation, vehicle shortages, differences with workmen, inability to obtain necessary labor, material or manufacturing facilities, defaults of Company's subcontractors, failure or delay in furnishing compete information by Customer with respect to location or other details of work to be performed, impossibility or impracticability of performance or any other cause or causes beyond Company's control, whether or not similar to the foregoing. In the event of any delay caused as aforesaid, completion shall be extended for a period equal to any such delay, and this contract shall not be void or voidable as a result of the delay. In the event work is temporarily discontinued by any of the foregoing, all unpaid installments of the contract price, les an amount equal to the value of material and labor not furnished, shall be due and payable upon receipt of invoice by Customer. 30. One-Year Limitation on Actions; Choice of Law. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory. The laws of Massachusetts shall govern the validity, enforceability, and interpretation of this Agreement. 31. Assignment. Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate without obtaining Customer's consent. 32. Entire Agreement. The parties intend this Agreement, together with any attachments or Riders (collectively the "Agreement) to be the final, complete and exclusive expression of their Agreement and the terms and conditions thereof. This Agreement supersedes all prior representations, understandings or agreements between the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. No waiver, change, or modification of any terms or conditions of this Agreement shall be binding on Company unless made in writing and signed by an Authorized Representative of Company. 33. Severability. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, this Agreement will continue to be valid as to the other provisions and the remainder of the affected provision. 34. Legal Fees. Company shall be entitled to recover from the customer all reasonable legal fees incurred in connection with Company enforcing the terms and conditions of this Agreement. 35. License Information (Security System Customers): AL Alabama Electronic Security Board of Licensure 7956 Vaughn Road, Pmb 392, Montgomery, Alabama 36116 (334) 264 -9388: AR Regulated by: Arkansas Board of Private Investigators And Private Security Agencies, #1 State Police Plaza Drive, Little Rock 72209 (501)618 -8600: CA Alarm company operators are licensed and regulated by the Bureau of Security and Investigative Services, Department of Consumer Affairs, Sacramento, CA, 95814. Upon completion of the installation of the alarm system, the alarm company shall thoroughly instruct the purchaser in the proper use of the alarm system. Failure by the licensee, without legal excuse, to substantially commence work within 20 days from the approximate date specified in the agreement when the work will begin is a violation of the Alarm Company Act: NY Licensed by N.Y.S. Department of the State: TX Texas Commission on Private Security, 5805 N. Lamar Blvd., Austin, 78752 -4422, 512 - 424- 7710.License numbers available at www.ici.com or contact your local Johnson Controls office. Offered By: Johnson Controls Fire Protection LP License#: 540 Civic Blvd Ste 105 RALEIGH, NC 27610 -2935 Telephone: (919) 279 6400 Accepted By: (Customer) Company: Address: Representative: Steve W. Moore Email: stepmoore @simplexgrinnell.com Signature: Title: P.O.* Date: Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North America DocuSign Envelope ID: 25BB104C- 540C- 40B8- B9F5- F9CF8C4AACE9 A 131' Q0 CERTIFICATE CAF LIABILITY INSURANCE DAT 07 /14 DfYYYlI 7/1412ti17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may rewire an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement s . PRODUCER FEDERATED MUTUAL INSURANCE COMPANY HOME OFFICE: P.O. BOX 32$ CONTACT ME: CLIENT CONTACT CENTER PHONE I FAX AIC No Ext : 888-333 -4949 AIC No): 507- 44�i -456A E -MAIL ADDRESS: CLIENTCONTACTCENTER FEDINS.COM OWATONNA, MN 55060 INSURER(S) AFFORDING COVERAGE NAIL # r0711'412017 INSURER A: FEDERATED MUTUAL INSURANCE COMPANY 13935 $1,000,000 INSURED 252_856 -0 INSURER B: $1000 HARRIS BROTHERS ELECTRIC AND CONTROLS, INC. INSURER C: EXCLUDED 2712 HILLSBOROUGH RD INSURER D. PERSONAL & ADV INJURY DURHAM, NC 27705AO44 INSURER E: GENERAL AGGREGATE $2,000,000 INSURER F: $2,000,000 COVERAGES CERTIFICATE NUMBER: 36 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DOL INSR SUER WVD POLICY NUMBER LCY EFF DDdYYYY POLICY EXP MMlDDdYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR N N 6048918 r0711'412017 07/14/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED P E S a currence $1000 MED EXP (Any one person) EXCLUDED GEN'L X PERSONAL & ADV INJURY $1,p00,000 AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMPIOP AGG $2,000,000 A AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON -OWNED AUTOS ONLY N N 6448918 07/14/2017 07/1412018 COMBINED SINGLE LIMIT Ea acciden9 X1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident] PROPERTY DAMAGE jftr acciden A X UMBRELLA LIAD EXCESS LIAB X OCCUR CLAIMS -MADE N N 6048919 07114/2017 07/14/2018 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED I I RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YfN ANY PROPRIETORfPARTNER;EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatary, in NHI It yes, describe under DESCRIPTION OF OPERATIONS below NIA N 6048920 07/14/2017 07/14/2018 X PER STATUTE 0TH. ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS d VEHICLES (ACORD 101. AddlOnal Remarks Schedule, may be attached II more space Is required) CERTIFICATE HOLDER CANCELLATION 252 -855-0 361 ORANGE COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PO BOX 8181 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HILLSBOROUGH, INC 27278 -8181 ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE Q 1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD