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18-031 Johnson Controls Fire Proection LP, Quinlan Community Center Fire Alarm Control Panel Replacement - Additional Work
CITY OF m CUPERTINO PUBLIC WORKS CONTRACT WITH JOHNSON CONTROLS $45,000 OR LESS 1. PARTIES This public works contract ("Contract") is made and entered into on March 12, 2018 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Johnson Controls Fire Protection LP, a California corporation, ("Contractor") for the Quinlan Community Center Fire Alarm Control Panel Replacement-Additional Work. 2. SCOPE OF WORK Contractor will perform and provide all labor, materials, equipment, supplies, transportation and any other items or work necessary to perform and complete the work required for the Project ("Work''), as required in the Scope of Work, attached here and incorporated as Exhibit A, and in accordance with the terms and conditions of this Contract. 3. TIME FOR COMPLETION 3.1 Term. This Contract begins on the Effective Date and ends on April 30, 2018 ("Contract Time") unless terminated earlier as provided herein. Contractor's Work shall begin on the date shown on a written Notice to Proceed ("NTP") and must be fully completed within the Contract Time or on the date specifically provided in the Notice to Proceed. The City Engineer will not issue a NTP until the Contract is fully executed by both parties and City has received satisfactory proof of insurance and any performance and payment bonds that may be required . 3.2 Time is of the essence for Contractor's performance and completion of the Work. Contractor must have sufficient time, resources, and qualified staff to deliver the work on time. 3.3 Liquidated damages of$ 0.00 will be charged for each day of unexcused delay, or City may deduct the amount from Contractor's payments. Liquidated damages are based on reasonably foreseeable consequences of delay and may include intangible losses which the Parties agree may be difficult to ascertain, such as loss of public confidence in City and its contractors, interference or loss of use of public facilities, and extended disruption to the public. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfact01y performance of the Work an amount that will based on actual costs but that will be capped so as not to exceed $3,500 ("Contract Price"), for all of Contractor's direct and indirect costs, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs. Public Works Project -Quinlan Community Center Fire Alarm Panel Replacement -Additional Work Public Works Contract $45,000 !R ev. Nov 3, 2017 Page 1 of 11 4.2 Invoices and Payments. Contractor must submit an invoice on the first day of each month, describing the Work perfonned during the preceding month, itemizing labor, mate1ials, equipment and any incidental costs incurred. Contractor will be paid 95% of the undisputed amounts billed within 30 days after City receives a properly submitted invoice. Any retained amounts will be included with Contractor's final payment within 60 days of City's acceptance of the Work as complete. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee of City . Contractor is solely responsible for the means and methods of perfonning the Work and for the persons under this employment. Contractor is not entitled to worker's compensation or any other City benefits. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Work in a competent and professional manner and according to the highest standards and best practices in the indust1y. 5 .3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Work as required by law, and have procured a City Business License. Contractor shall possess a California Contractor's License in good standing for the following classification(s): C-7 (Low Voltage) or C-10 (Electrical), which must remain valid for the entire Contract Time. 5.4 Subcontractors. Only Contractor 's employees are authorized to work under this Contract. Prior written approval from City is required for any subcontractor, and the tenns and conditions of this Contract will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perfo1m the Work under this Contract. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Contract. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Contract. 6. CHANGE ORDERS Amendments and change orders must be in writing and signed by City and Contractor. Contractor 's request for a change order must specify the proposed changes in the Work, Contract Price, and Contract Time. Each request must include all the suppo1ting documentation, including but not limited to plans/drawings , detailed cost estimates, and impacts on schedule and completion date. 7. ASSIGNMENTS; SUCCESSORS Contractor shall not assign , hypothecate , or transfer this Contract or any interest therein , directly or indirectly , by operation of law or otherwise , without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Contract and subject to City approval , which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the Public Works Project -Quinlan Community Center Fire Alarm Panel Replacement-Additional Work Public Works Contract $45 ,000 /R e v. Nov 3, 2017 Page 2 of 11 business entity. This Contract is binding on Contractor, its heirs, successors and pennitted assigns . 8. PUBLICITY/ SIGNS Any publicity generated by Contractor for the Project during the Contract Time, and for one year thereafter must credit City contributions to the Project. The words "City of Cupe1tino" must be <lisp layed in all pieces of publicity, flyers, press releases, posters, brochures, interviews, pub lie service announcements and newspaper aiticles. No signs may be posted or displayed on or about City prope1ty, except signage required by law or this Contract, without prior written approval from the City. 9. SUBCONTRACTORS 9.1 Contractor must perf01m all the Work with its own forces, except that Contractor may hire qualified subcontractors to perfo1m up to ~ % of the Work, provided that each subcontractor is required by contract to be bound by the provisions of this Contract. Contractor must provide City with wiitten proof of compliance with this provision upon request. 9.2 City may reject any subcontractor of any tier and bar a subcontractor from perfom1ing Work on the Project, if City in its sole discretion dete1mines that subcontractor's Work falls sho1t of the requirements of this Contract or constitutes grounds for rejection under Public Contract Code Section 4107. If City rejects a subcontractor, Contractor at its own expense must perf01m the subcontractor's Work or hire a new subcontractor that is acceptable to City. A Notice of Completion must be recorded witl1in 15 days after City accepts the Work if the Contract involves work by subcontractors. 10. RECORDS AND DAILY REPORTS 10.1 Contractor must maintain daily rep01ts of the Work and submit them to City upon request and at completion of Project. The reports must describe the Work and specific tasks performed, the number of workers, the hours, the equipment, the weather conditions, and any circumstances affecting perfonnance. City will have ownership of the rep01ts, but Contractor will be pennitted to retain copies. 10.2 If applicable, Contractor must keep a separate set of as-built drawings showing changes and updates to the Scope of Work or the original drawings as changes occur. Actual locations to scale must be identified for all major components of the Work, including mechanical, electrical and plumbing work; HVAC systems; utilities and utility connections; and any other components City detennines should be included in the final drawings of the Project. Deviations from the original drawings must be shown in detail, and the location of all main rnns, piping, conduit, ductwork, and drain lines must be shown by dimension and elevation. 10.3 Contractor must maintain complete and accurate accounting records of its Work, in accordance with generally accepted accounting principles, which must be available for City review and audit, kept separate from other records, and maintained for four years from the date of City's final payment. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law , and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor sha ll indemnify, defend, and hold Public Works Project-Quinlan Community Center Fire Alarm Panel Replacement-Additional Work Public Works Contract $45,000 !R ev. Nov 3, 2017 Page 3 of 11 harmless City, its City Council, boards and commissions, officers, officials, employees, agents , serv ants , volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, stop notices , actions , causes of action , demands, charges , losses and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings), of every nature arising directly or indirectly from this Contract or in any manner relating to any of the following: (a) Breach of contract , obligations, representations or wa1rnnties; (b) Perfonnance or nonperfo1mance of the Work or of any obligations under the Contract by Contractor, its employees, agents , servants, subcontractors or subcontractors; (c) Payment or nonpayment by Contractor or its subcontractors or sub-subcontractors for Work perfmmed on or off the Project Site; and ( d) Personal injury , prope1ty damage, or economic loss resulting from the work or perforn1ance of Contractor or its subcontractors or sub-subcontractors. 11.2 Contractor must pay the costs City incurs in enforcing this provision . Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit aiising out of this Contract. 11.3 Contractor 's duties under this entire Section are not limited to Contract Price, Workers' Compensation or other employee benefits, or the insurance and bond coverage required in this Contract. Nothing in the Contract shall be constrned to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee . 11.4 Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Contract, a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B. Contractor mu st provide satisfactory proof of insurance and maintain it for the Contract Time or longer as required by City . City will not execute the Contract until City has approved receipt of satisfactory ce1tificates of insurance and endorsements evidencing the type, amount, class of operations covered , and the effective and expiration dates of coverage . Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance at Contractor 's expense, deducting the costs from Contractor 's compensation, or te1minating the Contract. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all laws and regulations applicable to this Contract. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perfmm. Contractor is responsible for verifying the employment status of employees perfo1ming the Work, as required by the Immigration Reform and Control Act Public Works Project -Quinlan Community Center Fire Alarm Panel Replacement -Additional Work Publi c Wo rks Con tra ct $45,000 /R ev. Nov 3, 2 017 Page 4 of 11 13.2 Labor Laws. (a) Contracts of $1,000 or more are subject to the requirements of the California Labor Code, including but not limited to: (i) Prevailing wage laws under Labor Code Section 1775, which require Contractor to pay prevailing wages applicable in Santa Clara County for each craft, classification, or type of worker needed to perfonn the Work, including health, pension and vacation. The prevailing wage rates are on file with the City Engineer 's office and are available online at http://www .dir.ca .go v/DLSR; (ii) Apprenticeship requirements under Labor Code Section 1777 .5 for Contacts $30,000 or more; (iii) Maintain ce1tified payroll records in accordance with Labor Code Sections 1776 and 1812, and electronically submit them to the Labor Commissioner as required by the regulations of California, Depaitment of Industrial Relations ("DIR"); (iv) Comply with DIR Monitoring, Enforcement and Registration requirements of Labor Code Section 1725.5. (b) Contractor must compensate workers who are paid less than prevailing wages or required to work more than a legal day's work. Contractor will also be required to pay City a penalty of $ 25.00 per worker for each day of violation . (c) As required by Labor Code Section 1861, by signing this Contract Contractor ce1tifies as follows: "I am aware of Labor Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to unde1take self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the Work on this Contract." 13.3 Discrimination Laws. Contractor shall not disc1iminate on the basis of race, religious creed, color, ancest1y, national origin, ethnicity, handicap, disability, maiital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. 13.4 Conflicts oflnterest. Contractor, its employees, subcontractors, servants and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of law, including Government Code section 1090 and Government Code section 81000 and their accompanying regulations. No officer, official, employee, consultant, or other agent of the City ("City Representative") may have, maintain, or acquire a "financial interest" in the Contract, as that term is defined by state law, or in violation of a City ordinance or policy while serving as a City Representative or for one year thereafter. Contractor, its employees, subcontractors, servants and agents wairnnt they are not employees of City or have any relationship with City officials, officers or Public Works Project -Quinlan Community Center Fire Alarm Panel Replacement -Additional Work Public w;rks Contract $45,000 !Rev. Nov 3, 2017 Page 5 of 11 employees that creates a conflict of interest. Contractor may be required to file a conflict of interest f01m if it makes certain governmental decisions or serves in a staff capacity, as defined in section 18700 of the California Code of Regulations. Contractor agrees to abide by City rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or te1minating the Contract. City reserves all rights and remedies under the law and this Contract, including seeking indemnification . 14. BONDS For contracts of $25,000 or more, Contractor must obtain a payment bond and a performance bond, each in the penal sum of 100% of the Contract Price, using the Bond Forms attached and incorporated here as Exhibit C. Each bond must be issued by a surety admitted in California, with a financial rating from A.M . Best Company of Class A-or higher, or as otherwise acceptable to City . If an issuing surety cancels a bond or becomes insolvent, Contractor must provide a substitute bond from a surety acceptable to City within seven calendar days after written notice from City. If Contractor fails to do so, City may in its sole discretion and without prior notice, purchase bonds at Contractor's expense, deduct the cost from payments due Contractor, or te1minate the Contract. City will not execute the Contract nor issue the NTP until the required bonds are submitted. 15. UTILITIES, TRENCHING AND EXCAVATION 15.1 Contractor must call the Underground Service Aleit ("USA") 811 hotline and request marking of utility locations before digging or commencing Work. For underground service alerts for street lighting and traffic signal conduits, City's Service Center must be called at (408) 777-3269. Government Code Section 4215 requires Contractor to notify City and Utility in writing if it discovers utilities or utility facilities not identified in the Contract. 15.2 Pursuant to Government Code Section 7104, Contractor must stop work, notify City in writing, and wait for instructions if one of the conditions below is found at the worksite . City will work with Contractor to amend the Contract or issue a change order if the discovered conditions materially change the Work/Perf01mance, Contract Time or Contract Price. (a) Material believed to be hazardous waste under Health and Safety Code Section 25117, and which requires removal to a Class I, Class II, or Class III disposal site pursuant to law; (b) Subsurface or latent physical conditions at the Project worksite differing from those indicated by info1mation about the worksite made available to Contractor; and ( c) Unknown physical conditions at the Project worksite of any unusual nature , materially different from those ordinarily encountered and from those generally recognized as inherent in the character of the Work. 15.3 For contracts $25,000 or higher that require excavation or involve trenches five feet or more in depth, Contractor must submit a detailed plan for City approval, per Labor Code Section 6705 prior to Public Works Project-Quinlan Community Center Fire Alarm Panel Replacement-Additional Work Publi c Works Contract $4 5,000 /R ev. Nov 3, 2017 Page 6 of 11 conunencing work. The plan must show the design of shoring, bracing, sloping and other provisions for worker protection from caving ground and other hazards. The protective system must comply with all Construction Safety Orders. If the plan varies from shoring system standards, it must be prepared by a registered civil or structural engineer. 16. URBAN RUNOFF MANAGEMENT 16.1 All Work must fully comply with federal, state and local laws and regulations concerning stonn water management. Contractor must avoid creating excess dust when breaking asphalt or concrete and during excavation and grading. If water is used for dust control, Contractor will use only the amount of water necessary to dampen the dust. Contractor will take all steps necessary to keep wash water out of the streets, gutters and storm drains. Prior to the start of the Work, Contractor will implement erosion and sediment controls to prevent pollution of storm drains, and must upgrade and maintain these controls based on weather conditions or as otherwise required by City. These controls must be in place during the entire Contract Time and must be removed at the end of construction and completion of the Work. Such controls must include, but will not be limited to , the following requirements: (a) Install storm drain inlet protection devices such as sand bag barriers, filter fabric fences, and block and gravel filters at all drain inlets impacted by construction. During the annual rainy season, October 15 through June 15, storm drain inlets impacted by construction work must be filter-protected from onsite de-watering activities and saw-cutting activities . Shovel or vacuum saw-cut sluny and remove from the Work site; (b) Cover exposed piles of soil or construction material with plastic sheeting. Store all construction materials in containers; ( c) Sweep and remove all materials from paved surfaces that drain to streets, gutters and storn1 drains prior to rain and at the end of each work day. When the Work is completed, wash the streets, collect and dispose of the wash water off site in lawful manner; ( d) After breaking old pavement, remove debris to avoid contact with rainfall/runoff; ( e) Maintain a clean work area by removing trash, litter, and debris at the end of each work day and when Work is completed. Clean up any leaks, drips, and other spills as they occur. 16.2 These requirements must be used in conjunction with the California Stonnwater Quality Association and California Best Management Practices Municipal and Construction Handbooks, local program guidance materials from municipalities, and any other applicable documents on storn1water quality controls for construction. Contractor 's failure to comply with this Section will result in the issuance of noncompliance notices, citations, Work stop orders and regulato1y fines. 17 . PROJECT COORDINATION City Project Manager. City assigns Alex Acenas, Public Works Project Manager as the City representative for all purposes under this Contract, with authority to require compliance with the Scope of Work. City may substitute Project Managers at any tin1e and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Silvestre Cruz, Electronic Service Sales Representative, as its single representative for all purposes under this Contract, with the responsibility to ensure progress with the Work. Contractor's Project Manager is responsible for Public Works Project -Quinlan Community Center Fire Alarm Panel Replacement -Additional Work Public Works Contract $45,000 !R ev. Nov 3, 2017 Page 7 of 11 coordinating and scheduling the Work and must regularly update the City Project Manager about the status and any delays with the Work, consistent with the Scope of Work. Any substitutions must be approved in writing by City. 18. ABANDONMENT AND TERMINATION 18.1 City may abandon or postpone the Project or patts therefor at any time . Contractor will be compensated for satisfactory Work performed through the date of abandonment and will be given reasonable time to close out the Work. With City's pre-approval in writing, the time spent in closing out the Work will be compensated up to 10% of the total time expended in performing the Work. 18.2 City may terminate the Contract for cause or without cause at any time. Contractor will be paid for satisfact01y Work rendered through the termination date and will be given reasonable time to close out the Work. 18.3 Final payment will not be made until Contractor delivers the Work and provides records documenting the Work, products and deliverables completed. Nothing in the Section below is intended to delay, abridge or bar City's right under this Section. 19. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Contract is governed by the laws of State of California. Venue for any legal action shall be the Superior Court of the County of Santa Clara, California. The dispute resolution procedures of Public Contract Code Section 20104, incorporated here by reference, apply to this Contract and Contractor is required to continue the Work pending resolution of any dispute . Prior to filing a lawsuit, Contractor must comply with the claim filing requirements of the California Government Code. If the Patties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 20. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Contract, the prevailing patty will be entitled to reasonable attorney fees and costs. 21. SIGNS/ADVERTISEMENT No signs may be displayed on or about City 's prope11y , except signage which is required by law or by the Contract, without City's prior written approval as to size, design and location . 22. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Contract. Public Works Project-Quinlan Community Center Fire Alarm Panel Replacement-Additional Work Public Works Contract $45,000 /Rev. Nov 3, 2017 Page 8 of 11 23. WAIVER Neither acceptance of the Work nor payment thereof shall constitute a waiver of any contract provision. City waiver of any breach shall not constitute waiver of another provision or breach. 26. WARRANTY Contractor wammts that materials and equipment used will be new, of good quality, and free from defective workmanship and materials, and that the Work will be free from material defects not intrinsic in the design or materials. All Work, materials and equipment should pass to City free of claims, liens or encumbrances. Contractor waiTants the Work and materials for one year from the date of City's acceptance of the Work as complete ("Warranty Period"), except when a longer guarantee is provided by a supplier, manufacturer or is required by this Contract. During the WaiTanty Period, Contractor will repair or replace any Work defects or materials, including damage that arises from Contractor's Wa1Tanty Work, except any wear and tear or damage resulting from improper use or maintenance. 27. ENTIRE CONTRACT This Contract and the attachments, documents, and statutes attached, referenced, or expressly incorporated herein, including authorized amendments or change orders constitute the final and complete contract between City and Contractor with respect to the Work and the Project. No oral contract or implied covenant will be enforceable against City. If any attachment or incorporated provisions conflict or are inconsistent with the te1ms of this Contract, the Contract te1ms will control. 28. SEVERABILITY/PARTIAL INVALIDITY If a com1 finds any te1m or provision of this Contract to be illegal, invalid or unenforceable, the legal p011ion of said provision and all other contract provisions will remain in full force and effect. 28. SURVIVAL The contract provisions which by their nature should survive the Contract or Completion of Project, including without limitation all waiTanties, indemnities, payment obligations, insurance and bonds, shall remain in full force and effect after the Work is completed or Contract ends. 29. INSERTED PROVISIONS Each provision and clause required by law to be inse11ed in this Contract will be deemed to be included and will be infeITed herein. Either paity may request an amendment to cure mistaken inse11ions or omissions of required provisions. · 30. CAPTIONS The captions, titles , and headings in this Contract are for convenience only and may not be used in the constrnction or interpretation of the Contract or for any other purpose. Public Works Project-Quinlan Community Center Fire Alarm Panel Replacement -Additional Work Public Works Contract $45 ,000 /R ev. Nov 3, 2017 Page 9 of 11 31. COUNTERPARTS This Contract m ay b e executed in counterparts , each of which is an original and all of which taken together shall form one single document. 20. NOTICES All notices, requests , and approvals must be sent in writing to the persons below and will be considered effective on the date of personal delivery, the date confirmed by a reputable ov ernight delivery service , on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission : To City of Cupertino: 10300 Torre Avenue , Cupertino CA 95014 Attention: Alex Acenas, PW Project Manager Copy to: Public Works Department Email: AlexA@ cupertino.org 30. VALIDITY OF CONTRACT To Contractor: Johnson Controls Attention: Silv estre Cruz, Electronic Service Sales Representativ e Copy to: n/a Email: Silve stre .Cruz@ jci.com This Contract is valid and enforceable only if (a) it complies with the purchasing and contract prov isions of Cupertino Municipal Code Chapters 3.22 and 3.23 , (b) is signed by the City Manager or an authorized des ignee, and (c) is approv ed for forn1 by the City Attorney 's Office. 32. EXECUTION The persons signing below warrant they have the authority to enter into this Contract and to legally bind their respectiv e Parties. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporations Code Section 313. Public Works Project -Quinlan Community Center Fire Alarm Panel Replacement -A dditional Work Publi c Wo rks Co nt ract $45 ,000 /R ev. Nov 3, 201 7 PagelOo f ll IN WITNESS WHEREOF, the pai1ies have caused this Contract to be executed as of the Execution Date first above written. CONTRACTOR Title: Willard Mccue , Total Service Manager Signature Date: __ 0_3_/0_6_/2_0_1_8 ___ _ ATTEST: By: GRACE SCHMIDT City Clerk Contract Amount: $3,500 Contract No.: CITY OF CUPERTINO, a Municipal Corporation By ~ Borden Title : Director of Public Works Signature Date: 3/czli ~'--+. ~/+-'-~------- Public Works Project-Quinlan Community Center Fire Alarm Panel Replacement-Additional Work P ub li c Wor ks Con tract $45 ,000 /R ev. Nov 3, 2017 Pa ge l l o f l l T&M Quinlan FA Corrections Exhibit A PROPOSAL AND SERVICE AGREEMENT Johnson Controls Contract # Salesperson: Silvestre Cruz #531403 N/A License No. 986047 Customer: Job Location : City of Cupertino Public Works Quinlan Community Center 10300 Torre Avenue 10185 Stelling Road Cupertino , CA 95014 Cupertino , CA 95014 Contact: Alex Acenas (650) 255-6565 Customer P.O.#: Invoice To (if different from customer): Date: Page 1 Johnson Controls ® 6952 Preston Av enue Li vermore , CA 94551 Tel : (925) 27 3-0100 Fa x: (925) 273-0120 License No. 9864 7 www.jci.com 1/29/2018 Johnson Controls Fire Protection LP ("Company '), for and in consideration of the prices herein named , proposes to furnish the work , and /or materials hereinafter described , subje ct to the terms and conditions of this Agreement. SCOPE OF WORK: Johnson Controls shall provide technical labor to address the fire alarm corrections from the City of Cupertino Fire Department as listed: 1) Correct programming for Tamper Switch at PIV to "supervisory". 2) Correct readout of the Museum Ansul system from "zone 2 to zone 3". 3) Correct duct detector programming from "alarm to supervisory". 4) Install "lock out" breaker switch for the FACP and Duct Detector power. 5) Correct programming of water flow switch timing to report to the fire alarm panel from 45 seconds to 60 seconds . Time & Materials Pricing Breakdown: Description: JCI Tech Labor: Material (ex cluding applicable sale s tax) Fuel and Truck Charge Estimated Cost Johnson Controls qualifies the following: Qty. 12 Rate: 244 .00 Estimated Price $ 2,928.00 $ 42.00 $ 166.00 $ 3,136.00 1. During Johnson Controls' normal working hours (M -F 8:00 a.m. -4:00 p.m.), travel time shall be calculated on a per visit per person basis from local the Johnson Controls office location . 2. Unless otherwise directed , all work shall take place during our normal working hours. Exclusions 1. Any unforeseen conditions withi n walls , ceilings and floors are excluded from this proposal. 2. Integrity of existing system field devices and wiring is excluded from this proposal. 3. Cutting, patching, or painting of building structures , including concrete cutting , coring , patching , or removal. 4. Plans , permits , and AHJ inspections are excluded from this proposal. 5. Additional components or labor not included in scope of work outlined is excluded from this proposal 6. Work involving heights outside of reach of a standard 10ft. A-frame ladder . 7. 120VAC 8. Fire Watch Exhibit A (Cont'd) T&M Quinlan FA Corrections Page 2 Attached is a copy of our "General Terms & Conditions " which shall be made a part of this proposal. This proposal/quotation shall remain in effect for the next thirty (30) days If this proposal meet your acceptance, kindly sign and return this document to my attention at your earliest convenience. Please feel free to contact me directly at (925) 273-1516 or email address sicruz@simplexgrinnell.com or silvestre .cruz@jci.com should you have any questions. Thank you again for providing Johnson Controls the opportunity to service your fire protection needs. Payment NET 10 0 Net 30 (8) C.O.D. D DEPOSIT: Time & Material (8) Price Not to Exceed $ Fixed Price of $ BALANCE DUE: $3,136.00 CUSTOMER ACCEPTANCE In accepting this Agreement, Customer agrees to the terms and conditions contained herein including those on the following pages(s) of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue . Any changes in the system requested by the Customer after the execution of the Agreement shall be paid for by the Customer and such changes shall by authorized in writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY , WARRANTY, INDEMNITY , AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above . Customer: Authorized Signature Printed Name Title: Billing Address _____________ _ City, State, Zip ____________ _ P.O.# JOHNSON CONTROLS FIRE PROTECTION LP Name : Silvestre Cruz Title: Electronic Service Sales Representative PUBLIC WORKS CONSTRUCTION CONTRACTS Insurance Requirements: Exhibit B Contractor shall procure and maintain for the duration of the contract, and for five years following the completion of the Project, insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the Work hereW1der by Contractor, its agents, representatives, employees or subcontractors. MINTh1UM SCOPE AND LTh1IT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Fom1 CG 00 01 covering CGL on an "occurrence" basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor's or Subcontractor's acts or omissions, including Contractor's protected coverage, blanket contractual, products and completed operations, with limits of at least $2,000,000 per occurrence. The CGL policy must protect against any and all liability for personal injury, death, property damage or destruction, and personal and advertising injury. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04), or it shall be $4,000,000 which is twice the required occurrence limit. a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/lin1its specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 01 04 13. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured . 2. Automobile Liability: ISO Form CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limit no less than $2,000,000 per accident for bodily injury and property damage. 3 . Workers' Compensation: As required by the State of California, with Statutory Lin1its, and Employer's Liability Insurance of no less than $1,000,000 per accident for bodily injury or disease. If Contractor is self-insured, Contractor must provide a Certificate of Permission to Self-Insure, duly authorized by the DIR. D NIA if Contractor do es not have employees and provides signed, 1vritten verification . 4. Professional Liability (if Design/Build), with limits no less than $1,000,000 per occurrence or clain1, and $2,000,000 policy aggregate. D NIA if Contract is not design/build. 5. Builder's Risk. Course of Construction insurance utilizing an "All Risk" (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions . D NIA if Project does not involve construction or improvements/installations to property. 6. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than $1,000,000 per occurrence or clain1, and $2,000,000 policy aggregate. In surance R equirements for Construction Contracts Form Updated: Dec 2017 Exhibit B 0 NIA if Project does not involve environmental hazards. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to the broader coverage and/or higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified mininrnm limits of insurance and coverage shall be available to the City. Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At City 's option, either: (1) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its City Council, officers, officials, employees, agents, servants and vo lunteers ; or (2) Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, clain1 administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or the City. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the followu1g provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials , employees , agents, servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the Services perfonned by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Fann CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any clain1 related to this Project, Contractor's insurance coverage shall be "primary and non-contributory" and at least as broad as ISO CG 20 01 04 13 with respect to the City, its City Council, officers, officials, employees, agents, servants and volunteers, and shall not seek contribution from City's insurance. If the limits of insurance are satisfied in part by Umbrella/Excess Insurance , the insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a ''primary and non-contributory" basis for the benefit of City. Notice of Cancellation Each insurance policy required shall provide that coverage shall not be canceled, except with notice to the City . Each certificate of insurance must state that the coverage afforded by the policy is in force and will not be reduced, cancelled or allowed to expire without at least 30 days advance written notice to City, unless due to non-payment of premiums, in which case ten days advance written notice must be provided to City. Such notice must be sent to City via certified mail and addressed to the attention of the City Manager. Builder's Risk Contractor may submit Builder's Risk insurance in the fom1 of Course of Construction coverage, which shall name the City as a loss payee , as its interest may appear. Policy limits must be per occurrence and for all-risk coverage on a 100% completed value basis on the insurable portion of the Project, with no coinsurance penalties, and for the benefit of City. If the Project does not involve new or major reconstruction, City may elect in its sole discretion to accept an Installation Floater policy instead of Builder's Risk. For such projects, the Property Installation Floater shall include in1provement, remodel, modification, alteration, conversion or adjustment to existing buildings , structures, processes, machinery and equipment, and shall provide property damage coverage for any building, structure, machu1ery or equipment damaged, in1paired, broken ; or destroyed during the perfonnance of the Work, including during transit, installation, and testing at the City's site. Waiver of Subrogation Contractor grants a waiver of any right to subrogation which any u1surer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Each required policy must include an endorsement prov iding In s uran ce R equirements for Construction Contracts Form Updated: Dec 2017 2 Exhibit B that the carrier agrees to waive any right of subrogation it may have against City, and Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation . The Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work perfonned by the Contractor, its employees , agents and subcontractors. This provision applies ev en if City does not received the endorsement forms. Acceptability of Insurers Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California, and each insurer must have an AM. Best's financial strength rating of"A" or better and a financial size rating of ''VII " or better. Verification of Coverage Contractor shall furnish the City with acceptable, original certificates and mandatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract, and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Work. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a forn1 at least as broad as CG 20 38 04 13 . Surety Bonds As required by Contract and described in the Contract Documents. The Payment and Perfonnance Bonds shall be in a sum equal to the Contract Price. If the Performance Bond provides for a one-year warranty, a separate Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year, a Maintenance Bond equal to 10% of the Contract Price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in California and secured through an authorized agent with an office in California. Claims Made Policies If any coverage required is written on a claims-made coverage form : 1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work. 2 . Insurance must be maintained and ev idence of insurance must be provided for at least five (5) years after completion of contract work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or stait of work date, the Contractor must purchase extended reportin g period coverage for a mininrnm of five (5) years after completion of Work. 4. A copy of the claims reporting requirements must be submitted to the Entity for review . 5. If the Work involv es lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions . If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion , and the definition of Pollution shall include microbial matter , including mold . These insurance requirements shall not limit Contractor's duties to indemnify, defend and hold City harmless, as required by the Contract. City re serves the right to modify these insurance requirements based on Contractor 's prior experience, insurer , coverage, and considerin g the nature of the risk in volved in the work and other circum stance s. Contractor should discuss these requirements with its insurer. In s uran ce R equirements for Co nstruct ion Co ntrac ts Form Up da ted : Dec 2017 3 Ex hibi t B ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM /DD/YYYY) ~ 03/08 /2 018 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 cert ificate holder is an ADDITIONAL INSURED , the policy(ies) must have ADDITIONAL INSURED prov isions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy , certa in policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME : PHONE I FAX 411 E. Wi scons in Avenue 1 1t 1r tJn ~-a.\. I AJC Nol : Suite 1300 E-MAIL Milwaukee, WI 53202 ADDRESS : Attn: JCI.Certrequest@marsh.com INSURER(S) A FFORDING COVERAGE NAIC# CN101230596-CAS -5-17-18 INSURER A : Old Republ ic In su rance Company 24 147 INSURED INSURER B : ACE Prooortv and Casua lty Insurance Comoanv 20699 Johnson Controls, Inc. Tyco International Holding S.a.r.l. INSURER C : SirnplexGrinnell LP INSU RE R D : (see attached Acord 101) 5757 North Green Bay Avenue INSUR ER E: Milwa ukee, WI 53209 INSURER F: COVERAGES CERTIFICATE NUMBER: CHl -008922607-0 1 REVISION NUMBER : 2 THIS IS TO CERTIFY TH AT THE PO LI CIE S OF INSURANC E LI STED BEL OW HAV E BEE N ISSUED TO TH E INSUR ED NAM ED ABOV E FOR THE POLICY PE RIOD INDI CATED. NOTW ITHSTAN DING ANY REQ UIREM ENT, TERM OR CON DITI ON OF ANY CON TRAC T OR OTHER DOCUMEN T WIT H RESPE CT TO WH ICH TH IS CERTIFI CATE MAY BE ISSUE D OR MAY PE RTAIN , THE INS URANC E AFF ORD ED BY TH E POLI CI ES DESCR IBED HE REI N IS SUBJ ECT TO ALL THE TE RMS, EXC LUS IONS AN D CON DITI ONS OF SUC H POLI CIES. LI MIT S SHOWN MAY HAV E BEE N REDU CE D BY PAID CLA IMS . INSR ADDL SUBR POLICY EFF POLIC Y EXP LTR TYPE OF INSURANCE ,.,en wun POLIC Y NU MBER !MM /DD /YYYYl !MM /DD /YYYYl LIMITS A X COMMERCIAL GENERAL LIABILIT Y MWZY 310897 10/01 /2017 10/01 /2018 EACH OCCURRENCE $ 10 ,000,000 ~ =::J CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED ~ PREMISES /Ea occurrence l s 10 ,000 ,000 X Contractual Liability MED EXP (Any one person) $ 50 ,000 -X XCU Included PERSONAL & ADV INJURY s 10 ,000,000 - GEN'L AGGREGATE LI M IT APPLIES PER: GENERAL AGGREGATE $ 10,000 ,000 l 0PRO-DLOC PRODUCTS -COMP/OP AGG $ INC IN GEN AGG POLI CY JECT O THER: s A AUTO MOBI LE LI ABILITY MWTB310896 (Excludes New Hamp) 10/0 1/2017 10 /01 /2018 COMBINED SINGLE LIMIT s 7,500 ,000 !Ea accident' A X ANY AUTO MWTB310898 (Primary NH $250k) 10/01/2017 10/01 /2018 BODILY INJURY (Per person) $ -OWNED -SCHEDULED MWTB310899 (Excess NH $7.25 mm) 10/01 /2 017 10/01 /2018 A BODILY INJURY (Per accident) s AUTOS ON LY AUTOS -H IRED -NON-OWNED Excess NH Auto is Follow Form PROPERTY DAMAGE AU TOS ONLY AUTOS ONLY /Per accidentl $ ~ -to Primary NH Auto $ tl X UMBRELLA LI AB M OCCUR G28162509 002 10/01 /2017 10/01 /2018 EACH OCCURRENCE $ 5,000,000 - X EXCE SS LIAB CLAIMS-MADE AGGREGATE s 5,000 ,000 DED I I RETENTION $ $ A WORK ERS COMPENSATION MWC 310893 00 (AOS -see page 2) lU/UliLu 17 10/01 /2018 X I ~ffTuTE I I OT H- AND EMP LOYERS' LIABILITY ER A Y I N MWXS 310894 (OH & WA) 10/01/20 17 10/01/2018 ANYPROPR IETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 5,000,000 OFF IC ER/MEMBER EXC LUD ED? N I A (Mandatory i n NH ) E.L. DISEASE -EA EMPLOYEE $ 5,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LI MIT s 5,000 ,000 DE SCRIPTION OF OPE RATIONS I LOCATION S I VEHICLES (A CORD 101 , Add itional Remarks Sche d u le, m ay be attached if mor e space is r equi r ed) RE : City of Cupertino -Quinlan Fire Alarm The City of Cupertino, its City Council , officers, officials , employees , agents , servan ts and volunteers are included as additional insured per the attached. See attached Aco rd 101 for additional information including Additional Insured , Primary/Non-contributory, Waiver of Subrogation and Notice of Cancellation provisions. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Torre Avenue THE EXPIRATION DATE THEREOF , NOTIC E WILL BE DELIVERED IN Cupertino , CA 95014 ACCORDANCE WITH TH E POLIC Y PROVISIONS . AUTHORIZED REPRESENTATIVE of Mar sh USA Inc . I Manas hi Mukherjee ...N-o..'\A.OOk.L ~~ © 1988 -2016 ACORD CORPORATION . All rights r eserved. A CORD 25 (20 16/0 3) T he ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101230596 ------------------------LO C #: Milwaukee ADDITIONAL REMARKS SCHEDULE AGENC Y NAMED INSURED Marsh USA Inc . Johnson Controls , Inc . Tyco International Holding S.a.r.l. POLICY NUMBER SimplexGrinnell LP (see attached Acord 101) 5757 North Green Bay Avenue CARRIER I NAIC CODE Milwaukee , WI 53209 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM , FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance WORKERS COMPENSATION: Workers Compensatio n "AOS" Poli cy includes coverage for employees from the foll owing States WHILE WORK IN G IN ANY STA TE :AK, AL, AR, AZ, CA , CO, CT, DC , DE , FL , GA , HI , IA , ID , IL, IN, KS , KY , LA , MA , MD , ME , Ml, MN , MO, MS , MT, NC , NE , NH , NJ , NM , NV, NY , OK , OR , PA , RI , SC , SD, TN , TX, UT , VA , VT , WI , & WV . PRIMARY COVERAGE : The General Liability and Automobi le Liability policies are primary and not excess of or contributing with other insurance or self-insurance , where required by written lease or written co ntract. For General Liability , this applies to both ongoing and completed operations. WAIVER OF SUBROGATION : The General Liab ili ty, Automob ile Liability , Workers ' Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder and any other person or organization , BUT ONLY to the extent required by written contract. ADDITIONAL INSURED -AUTOMOBILE LIABILITY : The Automobile Liability policy, ~ required by written contract , includes coverage for Additional Insureds as required by such written contract. ADDITIONA L INSURED -GENERAL LIABILITY: For General Liability , if required by written contract , the following are included as additional insureds, as required pursuant to a written contract with a named insured , per attached Policy Endorsements A2 and A2A: THE CERT IF ICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURAN CE, AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE IN CLUDED AS AN ADDITIONAL INSURED PURSUANT TO A WRITIEN CONTRACT WITH THE NAMED INSURED . ONGO ING OPERATIONS AND COMP LETED OPERATIONS INSURANC E: The General Liability Insurance includes insurance for ongoing operations and completed operations . PER PROJECT GENERAL AGGREGATE -GENERAL LI ABILITY: The General Aggregate Limit that applies Per Project is the amount indicated on the face of this Certificate of Liability Insurance , or the minimum Per Project General Aggregate that is required by the written contract , whichever is less. If there is no contract then the Liability Limit is limited to $1,000,000. POLICY AGGREGAT E -GENERAL LIABILITY: The aggregate limit on the General Liability insurance policy is $30,000 ,000 combined for all General Liability coverages. UMBRELLA/EXCESS LIABILITY: If the primary insurance policies noted on the face of this Certificate of Liability Insurance satisfy the combination of minimum primary limits and minimum Umbrella/Excess Liability limits required by the written contract, the Umbrella/Excess Liability limits shown on the face of this Certificate of Liability Insurance do not apply . NOT ICE OF CANCELLATION TO CERTIF ICATE HOLDERS: Should any of the above described policies be cancelled , other than for non-payment , before the expiration date thereof, 30 days adv ice of cancellation will be delivered to certificate holders in accordan ce with the policy endorsements . NAMED INSURED: Insureds include : Air Distribution Technologies IP , LLC ; Air System Components , Inc .; Carter Brothers , LLC ; CEM Access Systems , Inc .; Central CPVC Corporation ; Central Sprinkle r LLC ; Chagrin H.Q. Venture Ltd ; Chemguard , Inc .; Connect 24 Wireless Communications Inc.; Digital Security Controls , Inc.; Eastern Sheet Metal , Inc.; Elpas , Inc.; Exacq Technologies , Inc .; FBN Transportation , Inc.; Grinnell LLC , Hart & Cooley Trucking Company ; Hart & Cooley , Inc .; Haz-Tank Fabricators , Inc .; IMECO LLC ; Integrated Systems and Power, Inc .; Interstate Battery System International , Inc .; Johnson Controls (Suisse) SA ; Jo hnson Controls Adva nced Power Solutions , LLC ; Johnson Controls Air Conditioning and Refrigeration , Inc.; Johnson Controls APS Production , Inc .; Johnson Controls Battery Group , Inc.; Johnson Controls Building Automation Systems , LL C; Johnson Controls Engineering , LLC ; Johnson Controls Federal Systems , Inc .; Johnson Controls Federal SystemsNersar, LLC ; Johnson Controls Fire Protectio n LP ; Johnson Controls Foundation , Inc.; Johnson Controls Government Systems LLC ; Johnson Controls Navy Systems , LLC ; Johnson Controls Security Solutions LLC ; Koch Filter Corporation ; Master Protection LP d/b/a FireMaster ; Qolsys , Inc .; Retail Expert , Inc .; Ruskin Company ; Ruskin Rooftop Syslems , Inc.; Ruskin Service Company ; Selkirk Corporation ; Senelco Iberi a, Inc.; Sensormalic Asia/Pacific , Inc.; Sensormatic Electroni cs (Puerto Rico) LLC; Sensormatic Electronics , LLC; Sensormatic International , Inc.; ShopperTrak Internat io nal Investment LLC; ShopperTrak RCT Corporation; ShurjointAmerica , Inc .; Tyco Cares Foundation ; Tyco Fire & Security LLC ; Tyco Fire Page 2 of 3 ACORD 101 (2008/01) © 2008 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101230596 ---------------------LO C #: Milwaukee ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls, In c. Tyco International Holding S.a.r .l. POLIC Y NUMBER Sim plexG rinnell LP (see attached Acord 101) 5757 North Green Bay Avenue CARRIER I NAIC CODE Milwaukee , WI 53209 EFFECTIVE DATE : ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Products LP; Tyco Integrated Security LLC; Tyco International Management Company , LLC ; Visonic Inc.; WillFire HC , LLC ; York International (SA), In c.; and York International Corporation Page 3 of 3 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION -ENDORSEMENT A2 Named Insured Endorsement Number Johnson C ontrols , Inc ., Tvco International Holding S.a .r.l. Policy Prefix I Policy Number I Policy Period Effective Date of Endorsement MWZY 31 0 897 10/01/17 to 10/01/18 10/01 /2017 Issued By Old Republic Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): If required by contract , t ne person or organization listed on the certificate of insurance as additional insured , and each other person or organ ization required to be included as an additional insured pursuant to a contract with a named insured. Location(s) Of Covered Operations: As required by contract. Information required to complete this Schedule , if not shown above , w ill be shown in the Declarations . A. Section II -Who is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule , but only with respect to liability for "bodily injury", "property damage" or "pe rsonal and advertising injury" caused solely by : 1. Your acts or omissions ; or 2. The acts or omissions of those acting on your behalf ; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above . B. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply : This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials , parts or equipment furnished in connection with such w ork , on the project (other than seNice , maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed ; or 2. That portion of ''your work" out of w hich the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. GL2890011012 MWZY 310897 Johnson Controls, Inc. Tyco International Holding 10/01/2017 -10/01/2018 IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS -ENDORSEMENT A2A Named Insured Endorsement Number Johnson Controls, Inc., Tvco International Holding S .a.r.l. Policy Prefix I Policy Number I Policy Period Effective Date of Endorsement :tvfWZY 310897 10/0 1/17-to 10/01/18 10/01 /20 17 Issued By Old Republic Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): If required by contract , the person or organization listed on the certificate of insurance as additional insured , and each 0th.er person or organization required to be included as an additional insured pursuant to a contract with a named insured . Location And Description Of Completed Operations: As required by contract. Information required to complete this Schedule , if not shown above , w ill be shown in the Declarations . Section II -Who Is An Insured is amended to include as an additional in sured the person(s) or organization(s) shown in the Schedule , but only with respect to liability for "bodily injury " or "property damage" caused solely by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and in c luded in the "products-completed operations hazard". GL 289 0021012 MWZY 310897 Johnson C-Ontrols, Inc. Tyco International Holding 10/01/2017-10/01/2018 CITY O F II CUP E RTINO DATE: 4/4/2018 Quinlan Communi ty Center Fire Alarm Co ntrol Panel Upgrade ADDITIONAL WORK -CONTRACT 2 PROJECT NO. 2016-08 CONTRACTCHANGEORDERl CC O# 1 Contractor: P.O.# ~Ole 08 vO I z:-Lf u c:; Acct.# Johnson Controls Fire Control LP 6952 Preston Ave Livermore, CA 94551 The following ch anges are hereby approved, notwi thstanding language in any attachment to the contrary, Contractor agrees that the amount paid pursuant hereto is full and complete compensation for the work described herein for each and eve1y entity involved in the project who is being compensated hereunder and that each and every claim for any cost for schedule impact such as a delay, impact, inefficiency , acce leration, extended overhead, increased su pervis ion, compression and all other factors affecting cost arising from the subject of this Change Order is hereby released and waived by all such Subcontractors and suppliers at all tiers. Change City Authorization Description $1,958.00 No. Type and No . During the work, a failed PIV switch was found and requires replacement in order Johnson Controls to complete the F ACP work. PIV 1 Proposal dated 4/3/l 8 replacement was not incl uded in the contractors scope of work. This Cl}alig~ Order will provide for the Contractor's · remova l / replacement of the PIV switch. $1,958.00 Pag e 1 25671687 .x lsx CITY OF II Quinlan Community Center Fire Alarm Control Panel Upgrade ADDITIONAL WORK -CONTRACT 2 CUPERTINO Total Change Order No.I Total Project: Original Contract $ Change Order No.1 $ Revised Contract $ Schedule Impact: Project Final Completion Date: unrne1mann City Project Manager Date: ilding Company Gl enn ock Proj~t Manager Date: 4/11/18 PROJECT NO. 2016-08 CONTRACT CHANGE ORDER I 3,500.00 1,958.00 5,458.00 0 working days 4/30/2018 Total Change Orders $ 1,958.00 I $ 3,500.00 $ 1,958.00 $1,958.00 APPROVED BY: Timm Borden Director of Public Works Date: Page 2 2567 16 87.x lsx T&M Quinlan FA Corrections Johnson f J(, Controls Johnson Controls Contract# N/A Customer : City of Cupertino Public Works 10300 Torre Avenue Cupertino, CA 95014 PROPOSAL AND SERVICE AGREEMENT Salesperson : Silvestre Cruz #531403 License No. 986047 Job Location : Quinlan Community Center 10185 Stelling Road Cupertino, CA 95014 Contact: Alex Acenas (650) 255-6565 Customer P.O.#: Invoice To (if different from customer): Date: Page 1 Johnson Controls ® 6952 Preston Avenue Livermore , CA 94551 Tel: (925) 273-0100 Fax: (925) 273-0120 License No . 98647 www .jci.com 4/3/2018 Johnson Controls Fire Protection LP ('Company'), for and in consideration of th e prices herein named, proposes to furnish the work, and/or materials hereinafter described , subject to the terms and conditions of this Agreement. SCOPE OF WORK: Per SR#41415516, Johnson Controls shall replace/program [1] Potter PIV Switch. Time & Materials Pricing Breakdown : Description: JCI Tech Labor : JCI Sprinkler Labor : Material (excluding applicable safes tax) Fuel and Truck Charge Estimated Cost Johnson Controls qualifies the following: Qty. 4 4 Rate: 244 .00 184 .00 Estimated Price $ 976.00 $ 736 .00 $ 80.00 $ 166.00 $ 1,958 .00 1. During Johnson Controls' normal working hours (M-F 8:00 a.m. -4:00 p.m.), travel time shall be ca lculated on a per visit per person basis from lo cal the Johnson Controls office location . 2. Unless otherwise directed , all work shall take place during our normal working hours. Exclusions 1. Any unforeseen conditions within walls , ceilings and floors are excluded from this proposal. 2. Integrity of existing system field devices and wiring is excluded from this proposal. 3. Cutting , patching , or painting of building structures , including concrete cutting , coring, patching , or removal. 4. Plans , permits , and AHJ inspections are excluded from this proposal. 5. Additional components or labor not included in scope of work outlined is excluded from this proposal 6. Work involving heights outside of reach of a standard 10ft . A-frame la dder. 7. 120VAC 8. Fire Watch T&M Quinlan FA Corrections Page 2 Attached is a copy of our "General Terms & Conditions " which shall be made a part of this proposal. This proposal/quotation shall remain in effect for the next thirty (30) days If this proposal meet your acceptance, kindly sign and return this document to my attention at your earliest convenience. Please feel free to contact me directly at (925) 273-1516 or email address sicruz@simplexgrinnell.com or silvestre.cruz@jci.com should you have any questions. Thank you again for providing Johnson Controls the opportunity to service your fire protection needs . Payment NET 10 0 Net 30 181 C.O.D. D DEPOSIT: Time & Material 181 Price Not to Exceed $ Fixed Price of$ BALANCE DUE: $1,958.00 CUSTOMER ACCEPTANCE In accepting this Agreement , Customer agrees to the terms and conditions contained herein including those on the following pages(s) of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions . It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue . Any changes in the system requested by the Customer after the execution of the Agreement shall be paid for by the Customer and such changes shall by authorized in writing . A TTENTJON JS DIRECTED TO THE LIMIT AT JON OF LIABILITY, WARRANTY , INDEMNITY, AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT . This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above . Customer: Authorized Signature Printed Name Title : Billing Address _____________ _ City, State, Zip _____________ _ P.O.# JOHNSON CONTROLS FIRE PROTECTION LP Name : Silvestre Cruz Title : Electronic Service Sales Representative CITY O F m Quinlan Community Center Fire Alarm Control Panel Upgrade ADDITIONAL WORK -CONTRACT 2 CUPERTINO DATE: 5/17/2018 Contractor: Johnson Controls Fire Control LP 6952 Preston Ave Livermore, CA 94551 PROJECT NO . 2016-08 CONTRACTCHANGEORDER2 CCO# 2 ----~----P.O.# ~ l -lf~S Acct.# The following changes are hereby approved, notwithstanding language in any attachment to the contrary, Contractor agrees that the amount paid pursuant hereto is full and complete compensation for the work described herein for each and every entity involved in the project who is being compensated hereunder and that each and every claim for any cost for schedule impact such as a de lay, impact, inefficiency , acceleration, extended overhead, increased supervision, compression and all other factors affecting cost arising from the subject of this Change Order is hereby released and waived by all such Subcontractors and suppliers at all tiers. Change City Authorization Description $4,411.32 No. Type and No. Materials , labor and equipment required 2 Johnson Controls to separate existing water flow/ PIV to Proposal dated 5/17 /18 addressable circuits in response to Fire Marshall punch item . $4,411.32 Page 1 75151393.xlsx CITY OF fl Quinlan Community Center Fire Alarm Control Panel Upgrade ADDITIONAL WORK -CONTRACT 2 CUPERTINO Total Change Order No.2 Total Project: Original Contract $ Change Order No. 1 $ PROJECT NO. 2016-08 CONTRACTCHANGEORDER2 3,500.00 1,958 .00 $ 4,411.321 $ 3,500.00 $ 1,9 58.00 Change Order No.2 $ 4 ,411.32 1,958 .00 $ 4 ,411.32 Revised Contract $ Schedule Impact: Project Final Completion Date: REVIEWED BY: City f Cupertino Michael Zimmermann City Project Manager Date: 5/22/18 Gilb ne Building Company Glenn Rock Project Manager Date: 5/22/2018 7 ,416 .00 9,869.32 1 working days 5/1/2018 Page 2 Total Change Orders $ APPROVED BY: City of Cupertino Timm Borden 6,369.32 Director of Public Works Date: /JJ/u.1 Willard McCune -;~z Total Service Manager Johnson Controls Project Manager Date: 05/22/2018 75151393.xlsx T&M Quinlan FA PIV Connection PROPOSAL AND SERVICE AGREEMENT Johnson Controls Contract# Salesperson: Silvestre Cruz #531403 N/A License No. 986047 Customer: Job Location : City of Cupertino Public Works Quinlan Commun ity Center 10300 Torre Avenue 10185 Stelling Road Cupertino, CA 95014 Cupertino , CA 95014 Contact: Alex Acenas (650) 255-6565 Customer P.O .#: Invoice To (if different from customer): Date : Page 1 Johnson Controls ® 6952 Preston Avenue Livermore, CA 94551 Tel : (925) 273-0100 Fax: (925) 273-0120 License No . 9864 7 www .jci.com 5/17/2018 Johnson Controls Fire Protection LP ("Company"), for and in consideration of the prices here in named , proposes to furnish the work , and/or materials hereinafter described , subject to the terms and conditions of this Agreement. SCOPE OF WORK: Johnson Controls shall provide up to 16 hours of technical labor (2 techs/8hr each) to connect the PIV to the existing 4100ES fire alarm panel. Technicians shall change the existing "zone 10" water flow zone to an IDNET addressable circuit. Two new 1AM monitor modules shall be installed, wired and programmed for the water flow and PIV. All exi sting wire shall be reused, no relocaion of wire and conduit. No new wire or conduit to be isntalled from riser locaion to the main fire alarm panel. Time & Materials Pricing Breakdown : Description: JCI Tech Labor : Material (excluding applicable sales tax) Fuel and Truck Charge Estimated Cost Johnson Controls qualifies the following: Qty. 16 Rate: 244.00 Estimated Price $ 3,904.00 $ 507.32 WAIVED $ 4,411 .32 1. During Johnson Controls' normal working hours (M-F 8:00 a.m. -4:00 p.m.), travel time shall be calculated on a per visit per person basis from local the Johnson Controls office location . 2. Unless otherwise directed , all work shall take place during our normal working hours. Exclusions 1. Any unforeseen conditions within walls , ceilings and floors are excluded from this proposal. 2. Integrity of existing system field devices and wiring is excluded from this proposal. 3. Cutting , patching , or painting of building structures , including concrete cutting , coring , patching, or removal. 4. Plans , permits, and AHJ inspections are excluded from this proposal. 5. Additional components or labor not included in scope of work outlined is excluded from this proposal 6. Work involving heights outside of reach of a standard 10ft. A-frame ladder. 7. 120VAC 8. Fire Watch T&M Quinlan FA PIV Connection Page 2 Attached is a copy of our "General Terms & Conditions " which shall be made a part of this proposal. This proposal/quotation shall remain in effect for the next thirty (30) days If this proposal meet your acceptance , kindly sign and return this document to my attention at your earliest convenience . Please feel free to contact me directly at (510) 755-5019 or email address silvestre .cruz@jci.com should you have any questions . Thank you again for providing Johnson Controls the opportunity to service your fire protect ion needs . Payment NET 10 0 Net 30 181 C.O.D. D DEPOSIT: Time & Material 181 Price Not to Exceed $ Fixed Price of $ BALANCE DUE : $4,411.32 CUSTOMER ACCEPTANCE In accepting this Agreement, Customer agrees to the terms and conditions contained herein including those on the following pages(s) of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions. It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that the Customer may issue . Any changes in the system requested by the Customer after the execution of the Agreement shall be paid for by the Customer and such changes shall by authorized in writing . ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY, AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. This offer shall be void if not accepted in writing within thirty (30) days from the date first set forth above . Customer: Authorized Signature Printed Name Title: Billing Address -------------- City , State , Zip ____________ _ PO# JOHNSON CONTROLS FIRE PROTECTION LP Name: Silvestre Cruz Title Electronic Service Sales Representative T&M Quinlan FA PIV Connection 1. Payment. Work performed on a time and matetial basi5 sha be a'. f!1e then-prev Corrip any ra1e f01 ma~eroal, labor, and related items, · effect ai the ti me supplied under thi5 Agreement Further, in 11'.e fl!,'efl ! that this Agr&"'....mer,t i!; exe::uted on a 'price not to exceed' basis, !he prfce to CLIStomer sllal be leSSer of: 1) the limit prioe quoted , er 2) the actual c1.1mulati11e bi g based en the a'.reanen:ioned prevailing ate. Unless o:l!avlise a;reed · !Ari ,mig be~,ieen the pa11eS, customer shall pay Corr(pany vlithin thirty (30} days of the dale of this Agreement CLlslOOler agrees to pay all ta."<eS, pemi !s, arid other c:itarget., · ha:frlg but no: ited to state and local s:res and excise taxes, however des'.gnated, le>,ied or ba sed on the seNioe charges pursua t to this Agreemen t Compan)' shall have lhe right, at Company's so:'e discreti oo, to stop perfoming any SBl'llices if C1.1stOl!llar fails to m:lke any pa:;me t l\tlen d11e, until f!1e a.o::0 1111t is cwren t The CL1Slllmer's failure to m:lke paymen t ,men ~J.e · a ma'.a1al breach oHhis Agreement 2 Pricing . The prici ng set fCl1h in thi s Agreo....me t · based on the number of devices to be · ·@lied and servi::es to be perfotmed as set forth in the Scope ' W:xrl<. the at:O.Jal nurrter of de,.;oes · talled ar services o be performed i5 greater tha that set forth · the Scope of Work, tl\e pi'.ce \\ill be incree.sed a.o::oNfngly. Corrpany ay increase prices V)lCf1 nooc e lo the Customer or annually •o reflect increases in materi <il arid labor costs. Oiistamer agree:; to pay all taxes, pemils, a,d other charges, induding !Jul no1 ited to federal, stale aJlid local sa.ies and e:1i:ise taxes, installatio n or alarm penri ts, false al arm assessmenls, or any chirges · posed by a,y gowmrrienl body, howe~'el' designated , levied er based en the ser.i.ce cilarges j)"J!W311i o this Agreement 3. Alarm lllonitoling Services. Any reference to alar m m011i lolirlg seNices in ·s Agreeme I is included for pricing purposes only. Alar moni l.DJing services ere perfomlcd pur&Jan! 1o the rerms a,d conditions cf Comparr.y's stal'to.rd alarm monitori ng ser.«:es a;;reem.ent 4. Code Compliance . Col1l)any does not 1.11'.der'oa<e an obligation l o inspeci for comp lia nce 'lli th laws er regulations unless speo'fically sta~ed · the Socpe cl Work . Oilstomer ackno,\1edges that the AiJ:i'.orily Ha~ing Ju ·sdi coon (e.g . Fire ,Ma!Sh may est~is!I additional rei!'Jirerrienls for COflllliance with local OOi!es. Any additi on &e!W..es or equip merot required l\ill Ile IX"(M!Sed at a, a:!di li:onal cost to CustDmeJ. 5. Liritation of Liability; Limitations of Remedy. tt is understood and agreed by the Cu9tomer that Company is not an i nsurer and that i nsurance coveraae, if any, shall be obtain ed by the Customer and that amounts payable to company hereunder are based upon tile value of the services and the scope of l iability set fort h in this Agreemen t and are un related to the ¥alue of the Cu9tomer's property and the property of others located on the premises . Customer agrees to look exclusively to the Customer's i nsurer to recover for i njuries or damage in the event of any loss or injury and that Customer releil!les and waives all right o.f recovery against Company arising by way of subrogation. Comp,my makes no IJUaranty or Warranty, in cludi ng 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 th erefrom that the equipment or service was designed to detect or avert . It is impraclical and extremefy cifficull to fix the actual damages, if any, which may proximately resul t from fai l ure on the part of Company to perform any of ill! obligations under this Agreemen t Aooordingly, Customer agrees that, Company shall be exempt from Dability for any l oss , damage or inj ury arising direc:Uy or i ndirectly from occurrences, or the consequences therefrom , which the equipment or service was designed to detect or il'o'ert. Should Company be found lia bl e for any I08s , damage or injury arising from a fai lure of the equipment or service i n any respec t, Co111>any's l iability shaU be li mited to an amount equal to the Agreement price ,(as iricreased by l he price fur any additional work} or Where the time an d material payment term i s selected , Customer's lime a11d Terms and Conditions mater1al payments to C-Ompany. Where this Ag reement COYers multiple sites , liability shall be lirmed to the amount of the payments allocable to the site vdlere the incident occurred. Suell sum shall be complete a11d exclusiw. If Customer desires Company to assume greater liability, the parties shall amend this Ag reement by attach i ng a rider setting forth the amount of additional liability and the addi tional amount payable by the Customer for the assu111)1ion by Company of such greater l iability, provided however that such rider shall in no way !be i nterpreted to hold Company as .an i ns.ur er. IN NO EVENT SHALL COMPANY BE iLIABLE FOR ANY DAMAGE, L OSS, INJURY, OR ANY OTHER CLAl/1 ARISING FROt.l ANY SERVICIIG, ALTERATIONS, MODIFICATIONS , CHANGES, OR r,IOVEIIIE!NTS Of TH E COVERED SYS TEM{S) OR ANY OF RS COlll'ONENT PARTS BY THE CUSTOMER OR II.NV THIRD PARTY. COMPANY SHALL !NOT BE :LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTlAL DAMAGES OF ANY KIND, INCLUDING BUT NOT ur,IITED TO DAMAGES ARISING FROt.t THE USE, LOSS OF THE USE, PERFORMANOE, OR FAI.URE Of lHE COVERED SYSTBll(S} TO PERFORM . The ,limitations of liability set forth in thi s Agreement shall ,in u re to the benefrl of all parents, subsidiaries and affiliates of Company, 'Mlettler direct or i ndirect, Company's employees , agents, officers and directors. 6. Reciprocal Waiver of Claims (SAFETY Act}. Certain of Jo]; so Conlrols fire Prc te:ticn's sys:ems and serw:es ha•,-e received CettilicaXf! and/or Oesigr..ati:i a.s Qu :fie:! Anti- Temirism Tecl'ol'oC1cgies {"G,. TT'} un:ler the Su ppc4'1 Anti- terrorism by osteting Eff&:live Tech nclog:es Act of 2002, 6 .S.C. §§ 44 1-4¥. (the 'SAFETY Act;. As re:;rJired urder 6 C.F.R. 25 .5 {ej, to the ma"<irm1 eKJ:e t perrrJtted b:, 1, Jo!!lts Ccnlrcls Fire Ptctecti on and Oistcmer 11.ereby a~ 1o w:i\•e lileir righ to makec111y cl ;cr1s .t;;ainstme other '31 any loss es, includ ing llllsir,ess · tem.1ium losses, S'J.slained by ei fra p3l1y' er th ai r-espec5ve erriplo~-ees, resul -g fro m a, acli~i!y res ulting fr,om a, 'A:t of Terro rism' as d,e.'jrej in 6 C.F.R. 25 .2, vita, CATT h;we Ileen d'eployed · defense again st, respr.11se to, or rew.ter}' m &Jd'i Ad of Terro ·sm. 7. General Provisions. Custome;, has serected the sefllice l\wel desire:! afl:er considerir.g illt ba'lallo'ng va riD'JS le•;els of protection affcrded, arul their re!a:ed coots. 0Jstomcr ac.1mm\1edges a!!.d agrees that b:, this Agreement, Cc.mpflly, unless specifica lly s.:lle:l, does r,ot 1111<.."'eriii<e any ool igaticn to ma'l!la':n or rendar Olls lomel's sys1em or eiJ,li pmen t as Year 2000 oom an i, •1.wch shall mean, capaln; of ootreelfy handlin;i &.e process· cf ~endar da:es t eiore ct after Oecerriber 3 , 1999. All wm tc-be p.erforrned by Corqiany 1,ill be perlormed duri ng normal y,ol!(ing hc.urs of r,orm:IJ wcrking days (8:00 arn. -5:00 p.m., M:>ll<la)' frolOJgh Friday, e:wx:h,:ing Compa ~· h a:,s), as deZll1ed by Com par.iy, unless ad•j i .onal times are spe::ifica y destribe:l in this Agree .e11t All wor:k. perfamed scheduled II s o~aivlise s,_c,e,::i fied in thi& Agreement ."Pp cintmen l s schedlJled for km-hour wirtdC'11. Additional ciitarges may "1PIY fer spt}:ial &"..riejuling req1.1es1S, e.g. vi ~ir,g ar oi.WI ec;"J ipment shutooms, after oots worl· Com pa y vlill perfcml Ille ser,ices IES:ribe d in the 5oo,pe of W'ook secro, ('Se!Vices'} fa one or m::re s:,stem[s) er equipment as de sctl!ed in the S!:Qpe ' V\foik ~ectio er the li sted ajachments ('"Co\oel'ej S}~:e (s)'). The 0Jstamer shall p.'<imjllly noti fy Corripany of any malfunclton ir, the Oo\lere.1 5:,stem[s} •I.fli er, com es to CL1S toma's alt.anliDll . Ti ·s Agreeme t assurries the C@e.rcd Sysfern(s) are in qieraf ooal and ta in:ibl e cor,lition as of the Agreemer,t d:ile. If, •Jpcn · itial inspection, Company de .fflTliles fr.iii repa irs ere reco mmended, repa ir c/',cll'ges 1,ill he subrrJEred fo1 approval prior 1o any •11011<. 511,ool d such repair YI~ be dedfn ed Comp!l!l)' s -be rereve:l frcm i!IIY and al l fiabilily ans· :.g a,,ere:ooo1. ·~LESS OTh'ERi.Nl-SE SPECIFIED IN TH S AG,~E6MEtH, ANY IN SPECTION (AND, IF SPECIFIED, TESTIN G) PROVIDED NOER TH IS AGRffll.li=Nf DOES O INCLUDE ANY M NTErtt.NCE, REPA IRS , ALTERATIONS, REPLACE " ;::NT 0-PARTS, OR .IW'{ FIELD AOJUSli 1ENTS WliATSCEVER, NOR OOE S IT Page 3 IN CL OE 1HE ~RECTION OF ANY DEFI CIB ~C ES IDENTIFIED BY COMPANY TO CUSTOMER car. 'ANY SH,\U. OT BE RES PONSI BLE FOR EQU PMENT FAILURE COC URRJNG WHILE COMPANY IS I ~ THE PROCESS OF FOL OW IN G ITS NSPECTICN TE CH NIQUES, ~\,HER E THE AILURE ALSO RES TS FROM THE AGE OR Cf!SOLESC ENC E OF "TH E ITE" OR DUE TO NORM~ WEAR AND TEAR. "THI S AGREEMENT DOES NOT COVER SYSTEMS, EC: IPMENT, COMPONENTS CR PARTS THAT ARE BELOW GRADE , BEHIND WALLS OR OTHER Cf!STRUCTIONS OR EXTE RI OR TO TH E BUI LD NG, ELECTRICAL 1MRJNG, AND Pl NG . 8. Customer Responsibilities . OJ.Stamer shall promp li'j notify Com pa11y of anv rnal~Jnction in the Covere;! Sys1em(s) \\tlich comes to Ol.!S tcma's a~entiOll. Tr,is .~reem ent assumes any e:lis ting s:,stem[s) ate in operational and mallltaimt:le corili:i:l:I as of the Agrae1111B1tt date.. , upcwi initial inspection, Compar.y determines. at repairs are reoommended, repar chlllges viii! be &J!:mtted fCI' approval by Cus1orner's on-site representa ji,-e pria' to \'t'Orl;. Snou ld su ch repair work be dee ned , Cc.ln))il'ly s be rel ieYed from any and all liatc11y aris'ng therefro m. Ci,s torner further agrees to : • Ptc ~i de Cofl1?ill1'/ clear access to Co~'eted Syste m(s) to be seflliced inc ding , · applicable, li lt INcks or olru:r equipment .eeded •o reach inaooessible equipmen t; • &.lpply suitable ele::bi cal service, heat, t.eal tracing adequate l\'aler ~Y, and ra:i,u ired s.:,stem schematics an d,'or <ta1 · ns; • Notif.l• all re quire d pel'SOIIS, includi ng but not limited lo aue!wriiies a\~ ju iisdl<t.:Dl'I, emp'lo;'ees, and lllCfli !:iring sel'llices, of s,:he-:,Jled 1es ng aii.d/ar rep:ir of s:,stems; • Pto•,ide a sale work e11vir=le:!I~ • In the e-~nt of an emer-gei,cy or Co•.rered Sys:em(s) failure, ta e reasonable precautions lo prolect agan st personal injUI\I, death , and1'or property damage and ooo e such easwes unti the Covered Sys1em(sJ il'B operalfonal; ar.d • Com ply 1\i all la1\'S, codes, a,d rel1J !a5cf1 s per!a'ni ng to the ec;u ipment an d/or seJVices Jll'C',ided unde!' th is agreement 9. Repair Services (if Selt};:ted by Oistamer). Where CL1S tomer expressly includes repair, replacerrie nt, and emergency r·esponse ser.'ices in the Sccpe of Wor!(, su ch services apply m y to fr;e COllllOOents er e(Jlipment of the Covered System(s). Oilstcm:r agrees to prof1lltly reqi.est repair services in lne e•.1e11 ! 1toe System becomes · 10perable or ojo.er11ls e req iaes re par. The Agreement prioe does not inc ~.de repiirs to the Co•,'eted Sys1err~s) rec:crmna,.ded by Corn p!l!ly during li'l.e initial insp ecliOIII, for 1\tlich Cc.lnpany may slibmit indeper.dent pe!icir.g to OJstorrier and as lo \'lhich Corn pillly vlill not proceed un customer aJDzes such wont and approves the pricing . Repair er replacemen of r.on- m · la:rlab le parts of the Co~-ered Syslem(sj induding, blrt not ·rn1e d to, unit cabinets, ins -fl!,g mataial , elecbi Cfll 1\iring, sttu ctwal supports, aid a other ncn -rr1J~in g pil"is, is not in~ed under ~-Agteemer,t 10 . System Equipment. The J)"Jrchase of ai!iJipmen er peripheral de'iioes , (i nc:lud ir.;i but not llniled (o smoke detectcrs, passive · frared detec'.ors, card readers , sprinkl.er s:,stem components, e.ldirq.J isl',ers and hoses} from Corripany sh be subjeci to the rerrr,s and conditions cf th"s Agreeme,i !. If, · Compar,y's sole ju dgmen t, ar,y periplta'al de'<ioe er oli'l.er s:,stem a!l'J ipmeni, vlhlch is 3"1ached 10 the CO'.oered System(s), ·~ !lfO'>'i<!ed by Company er a ird party, in'.erferes l\ilh the proper q:etalion cf the Covered System (s), CL1S tomer si rerroYe er replace such de•.ice or equipmer,t prorqitty up :.oJce from Compar,y. Failie oi Cus-lomer to rerr,cy,,e or re;tace .e de,,ioe sm.all com,1itu te a aterial breach oi ·s Agr&="....me I. Ii custom.er adds a y 11', pa\11/ devke er equipment 1o the Co\lete:I S';s!em(s), Company shall not he responstle for any damage to at failure of the ca.oered s:.•stem(s) ca1.1sed · IM!Ol e or in part by sucb de~ice or equipment. U. Reports. 1/.tlere in spe o5on and/or test se!Vices ere sea::ted . su ch inso ec:oo ar.c!l or test shall be completed on T&M Quinlan FA PIV Connection Compar,y's then currerit ReJ)Ol'I for m, 1,ti icil s!lal be gi~'et1 to CLJStomer, and, ,·mere appEable, Compirl y may S"Jbrn't a copy thereof to the focal autho rity ha1ring jurisdi cmn. The Report a,d reoomm endati O!'iS by Corripany are only ad.i OOl"J in nature aid are in tended o as sist Ollstcmer in reducing &,e ··Ii of loss to property by imf:cating obvio us defects or il'!llairments noted to the system ar.d eq u;iim er,t · spected ar,di:xr · es ted. Trve-1 il'e nc irltended to imply that no ~ <!etects or hazards exi st or th at all aspe~s of (he Co\lered &;stem(s), equip mer,t, aid co mpo:r.en1s are operational al lhe me of · pecticn . Fm al re SjXll'l&tlilily 'r11 the ccndi li'on and operation of the C:O,.•ared System (s), e:;u ipment an!l CO"l)Cnents lies ~lith Custom el'. 12. Con fmed Space. If access to co nfined space by Company is required for lhe performance of Ser,;ces, Ser.rices shall be sched uled and per'.ormed in acoordat1re \l\ith Compa n)l's tll;en- c1ir1'eflt ho llliy ra'.e. 13. Hazardous Materials. customer rep resents !hat, except to th e exl,ent ihat Com pa1}' has been -given 'Millen nc::ce cf th e folkm ir,g hazards prior to the execu iron of this Agreeme:n.1, to the be st of Cu !1t.omer's kno'llle<!g e the re is no : • 'Permi t con fined space ,' as def.n ed by OSHA, • Ri sk of · fe c:tiou s disease, • Need for air mor1 i!ooi ng , re sp irator)' protection, or ctl1er medica l risk, • Asbestos, asbestoo-contain ir,g matelial, formaldet,}•de or oll';er potentially tc:tc or otherwise ha:zaroou s ma:e,i aJ cor,ta ined i or on trwc surface of !he fl:x:rs, w s, ceir .,,s, inS"J ""5oo or ether struct>Jral oompon ents of me area of any buildi ng 1\tlere 1,'Cric is req uired to be peri:lr ed ur.der this ~reement Al l cl !he above are ereinafter re:en"ed o as 'Hazardous Condi5D.lls'. Compar,y s!ta!I have !he right 1o rely on the rel)J'cSen1ations listed above. If hazardous co nditi ons are en countered by Com par,y duling fr.e cours e of Co.'Tlpany's wctk, th e di sc-avery of su ch materials s!tal COIIS ti il.rte an event l:e'Jood Com pMy':;. ca 1rol and Cc~y shall have no obligation to fu Mer perf<ltTTl i !he area 1\tlere the hazardou s condifion s exi st until the .crea has been made sare by CLJStom!ll' as ce rli f'iai in writi ng by ai · epe ndenl testing ager,:;y, and Customer s:1a!I pay disruption expenses and re-m ot:i'l zation el<penses as detffl!11ted by Com pt11y . This ~reement does not provide for !he cos t of capture, cor,ta inment or dsposal cf any azaodcus wa s-le ma'.erials, or hazardous maletials, en cc ur,tered in any of the CO'~ered System(s) ar.d!m dllring performance of !he Savic es. Said materia ;s s at all times re main the res poosi aly aid property of OJS!omar. Corrip any sh r.ot be responsible for the testing, rem oval or dis;iooa1 of such llazal'dcus matillials. 14. Limited Warranty. COMPANY WARRANTS THAT ITS WORKMANSHIP AND MATERIAL FURNISHED UNDER THIS AGREEMENT Wll.L BE FREE FROM DEFECTS FOR A PERIOD OF NINETY (!Ml) DAYS FRO M THE DATE OF FURNISHING. Where Company provides prod 11ct or equipment of others , C-Ompany wi ll warrant the product or equipment only to the exten t warranted by such third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN , COMPAHY DISCLA IMS ALL WARRANTIES, EXPRESS OR IMPLIED , INCLUDING BUT NOT LIMITED TO ANY IM PLIED WARRANTIES OF t.lERCHANTABILITY OR FITNESS FOR A PARTICUlAR PURPOSE WITH RESPECT TO THE SERVICES PERFORMED OR THE PRODUCTS , SYSTEMS OR EQUIPMENT, IF ANY, SUPPORTED HEREUNDER. COMPAHY MAKES NO WARRANTY OR REPRESENTATION, AND UNDERTAKES NO O&LIGATION TO ENSURE BY THE SERVICES PERFORMED UNDER THIS AGREEJAENT, THAT COMPANY'S PRODUCTS OR THE SYSTEMS OR EQUIPMENT OF THE CUSTOMER WILL CORRECTLY ttANDLE TH E PROCESSING OF CALENDAR OATES BEFORE OR AFTER DECEMBER 31, 1999. 15. Indemnity. Cu s1om er agrees to inDe!mr." y, held t..amt<lSs and del'en.d Corr~any ~ainsl any ar.d all losses, dam ages, costs , in du ding expert fees and ccsts, and el(Jlen ses inc hdng Terms and Conditions reason able defen se cos1 •. arising from an y and all fl\° p3l1y cla:ms fur peroor,a! · · r;, dea:i'., prop erty damage or &~onomic kiss, inclu img speci~ll y a,y damage s reslllti ng from th e ~ure cf wori<ffll to Hazard:1'JS Cor.:iti or.-,·lh ether or not Customer pre-1\0tifie s Co!T1l)cn y ci the e~tenoe of Seid haza'dou s co nditions, arising in any v,ey fro m a,y act or ontssi cn of Oistomer or Ccrrci any e ·iir,g in any way to this ~reemer,t, · ;,c ludn g but ncl ited to :he SeM:es· und e: th is ~reement, 1\hether s,.i,::h daims are based up on coritra ci, v1aJ'1an ly, tot1 One 11.cing b~t 01 imted to acti~e or pa.ssi ~.oe neglig er.ce), stri ct liab 1'/ or olhelv~e. Compa ny reser,oes the ri ght to se1ect cutsi:le co uns el to rep resen t it in any such action . 16. Insurance. Cu s!omer sll name Compar,y, its offioers , ~yees, agents, soJb oootractcrs, s,Jppliers, a,d repre sen ta5ves as additional in sllreds en custo mer's ger,eraJ li ability and auto tab ilit>' policies . 17. Availabflity and Cost of Steel , Plastics & other Commodities . Co rripany shall rt01 he respo ns ible fm re to pro •,;de seri.ces, deli~'et' products, m oj-awise perimm 'i'ro l1l required by this Ag reemimt cu e to lad of avail!:ble steel produ cts or Jlf'Cdu cl.s made fro m pla se.cs or othe r co mmodi ties. ~) !he eve t ~ny is Wwb le , afle r reaso n!'tle co mrrie rcial efforts, to aoq,Jire and pwvide steel prod ucts, or produ cf,s maoe from plasti cs or other OOJT1m oditi es, if req itted 1o pel'form wori< requ ired by fl;" Agreemaii\ OIIS tcmer hereby agrees that C-Ol'TllSJ1~-rriay temil!a'.e 1M Agreemet1 , m th e relevan l portion of fr,e Agree men t, at l'iiO a:'..dit <ll'l al oost ari d 'llithout pel'l alt}•. CUstorrier agrees to pay Ccl'!llan y in · for al l woo'.< periormed up to the timi, cf any s,Jch 1ermin ation. (i) If Company is atlle to obta in fr.e steel prod ucts c.-p~o~"ls rll3(fe fro m pla &.s or oth er co rrmodi :ies, bJ1 th e price of any of th e produ cts has ri sen by rmre than 10% ilOJJ1 the date of th e bid, proposal ct date Compar,y executed tl!is Agreeinen 1, •1htch evet oc-cuned s~ !he n Oom par,y may pa ss fitrc ugh !hat increase throu gh a reascnab le pric e increa se to re Oect increased cost 01 rre.:i:riaJs. 18. Exclusions. Thi s Agre emen t expres sl , excl udes, 'ilith out limitation , testing ins pe ct'.on and repai r of d'JC! de1ector., bea m de!e::tcrs, and UV/IR e:;tJipment; pro•.;s:a, of -viatc!'i,;;s; cle3ri ng o' ice block ;;ige; dra:'Jli ng c· improJ)el'.y pitcited pipin g; ttalte ri es ; reciwging of ch errical sup;iress io n systems; relcad ir..g of, upgraing, and ma~3Jling corriputer so m\are; ma.~ing rep a'ls er rep lac:emenls necesl!i tated by .reasooi of neglige:r.c e at mis une of oom pOJta,·s or equipment or change ll. to Customeis jil'elll'ses , vl'l!ldali sm, ccnosion fw:ludn g but nol limited ID rri c:ro-b acterial y ind11<:ed cono sion ('fi IC')), pciNor failure , curre:r,t flu cti irlion, fail ure due :o non-Co rripany installation , lightnin g, el ed.lical stotm, or othel severe weathe r, '/later , acciden t, fire , ac ts of God or ar,y olher crme e:dema! to the Covered Sys:em(s.j. This Agrearnent does not et:Ner ari d sp~ff -)' exc).[des system upgrades and tile rep lacemen t of obso'.ete sy!1/.ems, equip rr,e n~ com ponen ~s m parts. All such se:rvi ces may be provided b1 Compa ny at Com pi:llly's sole discr etion at ai adlitiollill ch a~e. I" Emergency 5er.1oes ere e>;pres sly indud ed in !he &eope of 1\o rk sectio n, !he ~reemer,t price does not include traYel expe nse s.. 19. Force 11.laj eure. Co mpany -no1 be respo nsible flll' dela~"S er failure to ren der services due to ca uses beyond i:s co trol, in cllldi ng bu not iled l o rroatilli aJ shorta ges, work stopp ages, fire s, ci d;;;obelienoe or umes~ sa'ill'e wreather, fi re or any othe r CflJse beyon d th e co rrtrul c'Ccmpany . 2U . Ter mination. Co.'T1))3nY ma, terminale th is ~reemerit imm ed:ately at its sole dise!'e'~on upo tr.e occ ren oe of any EYellt of ~"al t as here· a.'let defined. Com>an,· may al sc 1e1minate !his. Agcema,1 a i.s sole discretion lflXll1 notice to CLJS tomer if Comp;m}"s perf<ltTTl:11ce of its o!il igaticns ur.<!a- this Agreemen l t eoomes i mprac ti Cllll<'e due to a:so'escence of eq uip rrie nt at Customer's pre mises or unavaila blll>/ of pats. 21. No Opti on t o Sol icit Cu st omer shall ne t, direclly or in dire ctly, on its r,,m be or on be.Ital' cf any othel' pers on, llus'n ess, corporaton er enti ty, solici t or elllllo, a,y Corr~any em;ioyee, at indu ce any Compan, em.r,1oyee l o rea•.re his or Page4 her ellllloyment 1\; Compall}', for a peri od of tJ.\'O ~ alter th e terrrma:ia'I of th is Agree rr.e nt 22. Default An Eve t of Defa ult sha ll be 1) failu re of the CLJStomer to pa.y an y amo unt v.rithin 1° (10) days aft.er th e amcu n is ~Je arid pat/abl e, 2) abuse of the System or th e Equip men~ 3) diss oo~tion, terrrinati on, di&eor,tinua:ri,:e, insc:.verw 'I cr bu · ess ;a lll'e of Custo rrier. Upor, th e occ urrel'I.Ce of an Event c.f OefaL!'.lt, Corr~an y may purs,Je <Jr1 e or more of th e foll:r,·~ng remedies, 1) disconti~ue Mnislfng Ser.ices , 2) by wrltta, notice to Cu s,:ome r dc>:lare th e bal a.nce o' 1111paid amo 1s due and to beco rre due under !he th is ~reement to be irrme,;li at~; due aid r,:iyalre, prc•,;(!ed !hat all past due amounts sllal l be.r intere st at tile rate of 1 ~% per mOllth (18:":1, per year) a, lhe ·ghe s1 amour,! perm itted lvJ law, 3) rece i~e irrme:lia'.e posses si on of any eq Lqiment for \\hich CLJS tomer has no t poi d. 4) proc ee d a1 law or equi ty to enforce perf<ltTTl !lrl ce by Cu stomer or recove r dam ages fur bre ae..h of this Ji&ree ment, and 5) recover all cos ts and expe11 ses, in ~Jd ing 1\;fr.ou! irnitatton rearonab le a1tomeys' fees , in coMection with en ro:cifi9 or a1leff4JE1!q to e fo rce th is ~reement 23. One-Year Limitation on Acti ons ; Choice of La w. It is agreed f!tai no swit, or ca ~se of aw::n m other llfCOeeding sil,a!I he brou ght ag i:i nst ei.th er parr, rmre Iha one (1) year at;-e, th e acc rua l c me caise of actio.11 or one (1) ye,;r after the clai m arises, •,mi,::h ever is shorter, \\tlethe r kno11T1 or un~.ncM ~men the d'aim aris es a, 1\tle th er baSed ·an tort, cor,tra ci, or ar;>• cliter leg al lherJJ}'. The la,·r.1 of Massachuse tts shall go,,em th e val:d!1'/, enfcrceability, and in !erprel ati o.n of th is Agreemen t. 24. Assignment Cu stomer may not assign tili s ~reemer,t •1.rithout Ccrr~an \l's prior vllitten co nsent. Compar,y may assign this ~reement to an affi li ate l\iih::,i t obtaining custo mer's cor.·ent 25 . En lire Agreement. The pates intend tllis Agreemen ~ 1o;iethel' 1,i:h an y at!a:/",ments or Riders (oo'.lecti~'l:l y the ·~reement) to be th e ffnal , co l!lllete and ex.::l usi~-e expres si on of th eir ~teemer,t and the terms and ccnditi cns !he reof. This ~reement supersedes all prtor representa:ioo s, under ll!iiflding s re ag reei neA!s retween fri.e partie s, l\lilten or oral. a,d SM'.I cons ti lute the so'.e 1erm s and ccn di li.'lll1 s of saf e for ·al equ ipm ent an!l senrices . No wai~.oet, chan ge , or modifi cation of an y te rms er condi ti ons of !his ~reement shall be bindi ng m Co mpa ny unless made in \\fiting and signed by an Au:r.cn zed Represenlalive of Corll)an y. 26. Severabi lity. If any prOllision cf !his A.greerrient is held by any ooJli er other competent authority ,o be void or unenfcrreable in ,lhole c.-in part, lhis Agreeme t 11;11 con mue to be vali d as to lhe other !»'()Vi sions and the remaind er of th e affecte d pr,Olrisicn . 'B. Legal fees .. Company shall be en ti fl ed to 11:00".ier fro m 111e CLJS tomer all rea Gonable ~;al fees · ;;::urred in ccn necti o.n vlith Com pilll)' er,forci ng the terms and conditi on s cf th is ~reement 28 . License Information (Secl8i ty S';stem Cus:omersj: AL Alaba rr,a El ectron ic Security Bo<ld of Licenwre 7956 Va~n Ro~, Frrb 392, Mrm1gomery, Al abama 36116 (334) 2~388: AR Regulated by: .IIJ!«msas Boord of Private mves lf!lafOTS A11 d Pri va1e Seclmly Ag erlci es, #1 Sta~e Po lice Plaza Drive, U11!e Rock r.a os (501)6 18-8600": CA Alarm cofl1)o ny op eratcrs ere i cens ed arrd reg a:ed by !he Bure tl'J of SeoJriiy aid lr,ve s-iig;;rti 11e Ser.ices , Dep artment of Co ·urr,er Affa'rs , SaOl'ami:flio, Ca, 9S814. UpOll completion of tt,e in stallation of lhe alarm system, the alarm oom p;my shall 11'1croug1'.ly ins~ct the pu rcha ser · e Pl'OilEI' u~e of the alar m S)'S rem . Fa ill!le by the licen see, l\ithO'Jt legal ex-::ure, to subs !;mti ally commence v,m~ ,·li th in 20 da'fo from tlie approxi mate date sp ecifi ed in th e· agree ment •,men the wOl'k 11m beg;n is a lliolation of me Alat m Com pany Act NY Licensed by tY.S. Oepar'Jnentoflhe State : TX Texa s Commi ssion on Pri ~ate Secll'.fy, 5!!05 N. Lamar Blvd., Au s , 7875,2-4422, 512-4 24-77 10.Licen se nu rribe r.; a1t1 \sll le al ;wr local Johnsen Contro ls Fi re Proted.ion off.ce.