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Home My WebLink About20203218.tiffCorrlvac+ icoV9 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: 3 Year Software Renewal and Service Agreement for Johnson Controls DEPARTMENT: Information Technology DATE: 12/7/23 PERSON REQUESTING: Ryan Rose �•9"*" Brief description of the problem/issue: This agreement proposes a three year renewal for Johnson Controls software, which is used to monitor and control HVAC hardware in County Facilities. The agreement has been reviewed by the County Attorney, and the cost for the software has been included in fiscal budgets. This is proposed as a three year term by the vendor to ensure cost control, the prior agreement with the same company was also a 3 year agreement. What options exist for the Board? 1) Renew the software fora 3 year term 2) Schedule a work session to review Consequences: This is operational critical software for the Facilities Department Impacts: Renewal will ensure continued operation of existing systems Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: $13,196 Recommendation: It is the recommendation of the Facilities and IT Departments to renew this software. Support Recommendation Schedule Place on BOAgenda Work Session Other/Comments: Perry L. Buck, Pro -Tern Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Saine ean7triffivos, iuzi/23u o2/.21102_3 2026 - 321 1T O i (Q Cheryl Hoffman From: Sent: To: Subject: Cheryl Hoffman Wednesday, December 13, 2023 12:30 PM Cheryl Hoffman 8 Passarounds Today 11:56 AM Hi mike, I just sent you 8 pass arounds. Could you please review? I hope you're having a wonderful time Cheryl, I just reviewed all 8 and I am good with all of them. Mike Delivered Cheryl L. Hoffman Deputy Clerk to the Board 1150 0 Street/P.O. Box 758 Greeley, CO 80632 Tel: (970) 400.4227 choffman@weld.gov JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY Executive Summary BUDGETARY ESTIMATE: PLANNED SERVICE AGREEMENT FOR WELD COUNTY Dear Customer, We value and appreciate your interest in Johnson Controls as a service provider for your building systems and are pleased to provide a budgetary estimate for a value -driven maintenance solution for your facility. The enclosed proposal outlines a budget number for a Planned Service Agreement we have developed for your facilities. Details are included in the Planned Service Agreement summary (Schedule A), but highlights are as follows: This estimate is for WELD COUNTY Our budgetary estimate for a service agreement for the first year of service is $13,196.00 The equipment options and number of visits included in this estimate for each piece of equipment are described in detail in Schedule A, Equipment List. As a manufacturer of both mechanical and controls systems, Johnson Controls has the expertise and resources to provide proper maintenance and repair services for your facility. Again, thank you for your interest in Johnson Controls and we look forward to becoming your building technology services partner. Please contact me if you have any questions. Sincerely, Chance Hixon 2023 Johnson Controls: Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc, Johnson Olik0 Controls Page 1 of 19 BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT WELD COUNTY Planned Service Agreement Customer Name : WELD COUNTY Proposal Date: 12/12/2023 Estimate #: 1-1 OEOBZCQ Scope of Service Johnson Controls, Inc. ("JCI") and the Customer (collectively the "Parties") agree Preventative Maintenance Services, as defined in Schedule A ("Services"), will be provided by JCI at the Customer's facility. This Budget Planned Service Agreement, the Equipment List, Supplemental Price and Payment Terms, Terms and Conditions, and Schedules attached hereto and incorporated by this reference as if set forth fully herein (collectively the "Agreement"), cover the rights and obligations of both the Customer and JCI. Extended Service Options for Premium Coverage If Premium Coverage is selected, on -site repair services to the equipment will be provided as specified in this Agreement for the equipment listed in the attached Equipment List. Equipment List Only the equipment listed in the Equipment List will be covered as part of this Agreement. Any changes to the Equipment List must be agreed upon in writing by both Parties. Term / Automatic Renewal This Agreement takes effect on 01/01/2024 and will continue until 12/31/2026 ("Original Term"). The Agreement will automatically renew on a year-to-year basis after the Original Term ends unless the Customer or JCI gives the other written notice it does not want to renew. The notice must be delivered at least (45) days prior to the end of the Original Term or of any renewal period. The Original Term and any renewal periods are sometimes collectively referred to in this Agreement as the "Term". Renewal price adjustments are discussed in the Terms and Conditions. Refrigerant Charges Refrigerant is not included under this Agreement and will be billed separately to the Customer by JCI. 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Controls Page 2 of 19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY 'ayment Terms The total Contract Price for JCI's Services during the 1st year of the Original Term is $13,196.00. Pricing for each subsequent year of a multiyear original term is set forth in the Supplemental Price and Payment Terms. All payments will be due and payable within 30 days of the invoice date and such timely payment by Customer shall be a condition precedent to JCI's obligation to perform its Services. A penalty of one and a half percent (1.5%) of the amount due per month shall accrue for payments received after the payment due date. Renewal price adjustments are set forth in the Terms and Conditions. This is a budgetary estimate only — final pricing subject to change. 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson !''1 Controls Page 3 of 19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY Schedule A ELD COU'''>TY I'LDG AND GROUNDS 1105 H ST GREELEY, CO 80631-9147 Quantity: 1 Coverage Level: Basic Equipment: Controls Software Style: Supervisory/Server/UI Type: Johnson Controls Size: ADX Services Provided 1 Install ADX software on Custom ADX server Customer Taq Manufacturer Model # Serial # SpftWare Quantity: 1 Coverage Level: Basic Equipment: Controls Software Style: Supervisory/Server/Ul Type: Johnson Controls Size: ADX Services Provided 1 ADX 10 -User Site Dir Software Subscription 1 -year - Subscription Only Customer Tag Manufacturer Model # Serial # O0 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson /I V Controls Page 4 of 19 JOHNSON CONT : BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY Supplemental Price & Payment Terms (Applies to Multi -Year Contracts Only) Year Year1 Year2 Year3 Total Annual Dollar Amount Payment Freque _ _ 13196 Annually 14,252 Annually 15,393 Annually Special Additions Estimate includes 16 hours of install time for each year of the subscription. Any additional install time needed is outside of this scope of work and will be additional cost. This Metasys subscription will cover the labor and material required to update the ADX server each year with a new version of Metasys. The server currently covers 7 Weld County buildings that have Johnson Controls in them. These buildings include; WCSS Building B — 315 N 11th Ave,1150 O Street —Admin Building, 1402 N 17th Ave —Admin Building, 1551 N 17th Ave —Admin Building, Marlborough Building - 934 9th Ave, WCDHS Building A —315 N 11th Ave, 1400 N 17th Ave - Admin Building . Excluded out of this proposal is labor and material to update any additional hardware or software (i.e: updating supervisory engine hardware, field controller hardware and software and end devices). Cs� 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically or in any other media) without the express written permission of Johnson Controls, Inc. Johnson OP° Controls Page 5of19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARE: FOR WELD COUNTY TERMS AND CONDITIONS DEFINITIONS (REV 4/22) DIGITAL ENABLED SERVICES mean services provided hereunder that employ JCI software and cloud -hosted software offerings and tools to improve and enable such services. Digital Enabled Service may include, but are not limited to, (a) remote inspection, (b) advanced equipment fault detection and diagnostics, and (c) data dashboardingand health reporting. CONTRACT PRICE means the price that Customer shall pay to JCI for the Services. COVERED EQUIPMENT means the equipment for which Services are to be provided under this Agreement. Covered Equipment is set forth in Schedule A - Equipment List. EQUIPMENT FAILURE means the failure, under normal and expected working conditions, of moving parts or electric or electronic components of the Covered Equipment that are necessary for its operation. PREMISES means those Customer premises where the Covered Equipment is located or Services performed pursuant to this Agreement. REMOTE MONITORING SERVICES means remote monitoring of Covered Equipment and/or systems including building automation, HVAC equipment, and fire alarm, intrusion, and/or other life safety systems for alarm and event notifications using a UL Certified Central Station. REMOTE OPERATIONS CENTER (ROC) is the department at JCI that remotely monitors alarm and industrial (HVAC) process signals. REMOTE OPERATING SERVICES means remote interrogation, modification and/or operation of building automation, HVAC equipment, and/or other Covered Equipment. REPAIR LABOR is the labor necessary to restore Covered Equipment to working condition following an Equipment Failure, but does not include services relating to total equipment replacement due to obsolescence or unavailability of parts. REPAIR MATERIALS are the parts and materials necessary to restore Covered Equipment to working condition following an Equipment Failure, but excludes total equipment replacement due to obsolescence or unavailability of parts, unless excluded from the Agreement. At JCI's option, Repair Materials may be new, used, or reconditioned. SCHEDULED SERVICE MATERIALS are the materials required to perform Scheduled Service Visits on Covered Equipment, unless excluded from the Agreement. SCHEDULED SERVICE VISITS are the on -site labor visits required to perform JCI recommended inspections and preventive maintenance on Covered Equipment. SERVICES are the work, materials, labor, service visits, and repairs to be provided by JCI pursuant to this Agreement except that the Services do not include the Connected Equipment Services or the provision of other software products or digital or cloud services, which are provided under separate terms and conditions referenced in Section P. A. JCI'S SERVICES FOR COVERED EQUIPMENT 1. BASIC COVERAGE means Scheduled Service Visits, plus Scheduled Service Materials (unless excluded from this Agreement). No parts, equipment, Repair Labor or Repair Materials are provided for under BASIC COVERAGE. 2. PREMIUM COVERAGE means BASIC COVERAGE plus Repair Labor, plus Repair Materials (unless excluded from the Agreement). If Customer has ordered PREMIUM COVERAGE, !CI will inspect the Covered Equipment within forty-five (45) days of the date of this Agreement, or as seasonal or operational conditions permit. JCI will then advise Customer If JCI finds any Covered Equipment not in working order or in need of repair. With Customer's approval, JCI will perform the work necessary to put the Covered Equipment in proper working condition, subject to the terms of this Agreement. Customer will pay for such work at JCI's standard rates for parts and labor in effect at the time that the work is performed. If Customer does not want JCI to perform the work identified as necessary by JCI, any equipment thereby affected will be removed from the list of Covered Equipment, and the Contract Price will be adjusted accordingly. Should Customer not make JCI's recommended repairs or proceed with the modified PREMIUM COVERAGE, JCI reserves the right to invoice Customer for the cost of the initial equipment inspection. j 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 01# Controls Page G of 19 JOHNSON CONT' BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY 3. EXTENDED SERVICE means Services performed outside JCI's normal business hours and is available only if Customer has PREMIUM COVERAGE. Extended Service is available either 24/5 or 24/7, at Customer's election. The price for Extended Service, if chosen by Customer, is part of the total Contract Price. 4. REMOTE MONITORING SERVICES OR REMOTE OPERATING SERVICES. If Remote Monitoring Services or Remote Operating Services are provided, Customer agrees to furnish JCI with a list of the names, titles, addresses, email addresses, and phone numbers of all persons authorized to be contacted by, or be able to contact the ROC to perform specific agreed upon actions with the appropriate authority. If JCI's Services include "Remote Monitoring Services with Open and Close," Customer also agrees to furnish JCI with Customer's daily and holiday opening and closing schedules. Customer agrees to maintain and update the call lists with accurate information. Customer further agrees to notify JCI of such changes as soon as possible. JCl/ROC is not responsible to find new contacts/numbers if the contacts on the call lists cannot be reached. A maximum of three contacts are allowed for any time of the day. If none of those contacts can be reached, then neither JCI nor the ROC are responsible for damages. Customer is responsible for any and all costs and expenses arising from Customer's failure to provide timely updates for any of the contact information submitted to the ROC. 5. CUSTOMER SERVICE INFORMATION PORTAL. Customer may be able to utilize JCI's Customer Service Information Portal during the term of the Agreement, pursuant to the then applicable Terms of Use Agreement. B. OUT OF SCOPE SERVICES If, during any Service Visit, JCI detects a defect in any of Customer's equipment that is not Covered Equipment under this Agreement (an "Out of Scope Defect"), JCI may (but shall have no obligation to) notify Customer of such Out of Scope Defect. If Customer elects for JCI to repair such Out of Scope Defect, or if JCI otherwise performs any Services or provides any materials, parts, or equipment outside the scope of the Services (collectively, "Out of Scope Services"), Customer shall direct JCI to perform such Out of Scope Services in writing, and Customer shall pay for such Out of Scope Services at JCI's standard fees or hourly rates. If, after receiving notice of an Out of Scope Defect, Customer elects not to engage JCI to repair such Out of Scope Defect, Customer shall defend and indemnify JCI from and against any and all losses, damages, claims, costs and expenses arising directly or indirectly out of such Out of Scope Defect. Any Out of Scope Services performed by JCI at the direction of Customer pursuant to this Section shall be subject to the Customer Terms in effect as of the Effective Date (the "Customer Terms"), which Customer Terms are incorporated into this Agreement by this reference. A copy of the Customer Terms currently in effect is found at www.iohnsoncontrols.com/customerterms. C. EXCLUSIONS JCI's Services and warranty obligations expressly exclude: (a) the repair or replacement of ductwork, casings, cabinets, structural supports, tower fill/slats/basin, hydronic and pneumatic piping, and vessels, gaskets, and piping not normally replaced or maintained on a scheduled basis, and removal of oil from pneumatic piping; (b) • disposal of hazardous wastes (except as otherwise expressly provided herein); (c) disinfecting of chiller condenser water systems and other components for biohazards, such as but not limited to, Legionella unless explicitly set forth in the scope of services between the parties. Unless explicitly provide for within the scope of services, this is Out of Scope Services and the Customer's exclusive responsibility to make arrangements for such services with a provider other than JCI. Mentions of chiller tube cleaning, condenser cleaning, cooling tower cleaning or boiler tube cleaning in any scope of services, only involve work to remove normal buildup of debris and scale using tube brush cleaning, pressure washing or acid flushing. Reference to such cleaning does not include chemical cleaning, disinfection or chemical water treatment required to eliminate, control or disinfect against biohazards such as but not limited to Legionella; (d) refrigerant; supplies, accessories, or any items normally consumed during the use of Covered Equipment, such as ribbons, bulbs and paper; (e) the furnishing of materials and supplies for painting or refinishing equipment; (f) the repair or replacement of wire in conduit, buried cable/transmission lines, or the like, if not normally replaced or maintained on a scheduled basis; (g) replacement of obsolete parts; and (h) damages of any kind, including but not limited to personal injury, death, propertydamage, and the costs of repairs or service resulting from: • abuse, misuse, alterations, adjustments, attachments, combinations, modifications, or repairs to Covered Equipment not performed, provided, or approved in writing by ICI; • equipment not covered by this Agreement or attachments made to Covered Equipment; • acts or omissions of the Customer, including but not limited to the failure of the Customer to fulfill the Customer Obligations and Commitments to JCI as described in Section F of this Agreement, operator error, Customer's failure to conduct preventive maintenance, issues resulting from Customer's previous denial of JCI access to the Covered Equipment, and Customer's failure to keep the site clean and free of dust, sand, or other particles or debris, unless such conditions are previously expressly acknowledged by JO in writing; • use of the Covered Equipment in a manner or environment, or for any purpose, for which it was not designed by the manufacturer; © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically; electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 010 Controls Page 7 of 19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY • site -related and environmental conditions, including but not limited to power failures and fluctuations in electrical current (or "power surges") and biohazards such as but not limited to Legionella associated with condenser water, cooling tower systems and subcomponent systems; • the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather; • issues or failures not specifically covered by this Agreement; or • occurrences beyond JCI's reasonable control and without JCI's fault or negligence D. PAYMENT TERMS; PRICE ADJUSTMENTS Unless otherwise agreed by the parties in writing, fees for Services to be performed shall be paid annually in advance. Fees and other amounts due hereunder are due upon receipt of the invoice, which shall be paid by Customer via electronic delivery via EFT/ACH . Such payment is a condition precedent to JCI's obligation to perform Services under the Agreement. Any invoice disputes must be identified in writing by Customer within 21 days of the date of invoice. Payments of any disputed amounts are due and payable upon resolution. Customer acknowledges and agrees that timely payments of the full amounts listed on invoices is an essential term of this Agreement and that failure by Customer to make payment in full when due is a material breach of this Agreement. Customer further acknowledges that if there is any amount outstanding on an invoice, it is material to company and will give JCI, without prejudice to any other right or remedy, the right to, without notice: (i) suspend, discontinue or terminate performing any services and/or withhold further deliveries of equipment and other materials, terminate or suspend any unpaid software licenses, and/or suspend JCI's obligations under or terminate this Agreement; and (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full. JCI's election to continue providing future services does not, in any way diminish JCI's right to terminate or suspend services or exercise any or all rights or remedies under this Agreement. JCI shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to suspension of services for non-payment. In the event that there are exigent circumstances requiring services or the JCI otherwise performs services at the premises following suspension, those services shall be governed by the terms of this Agreement unless a separate contract is executed. If Customer disputes any late payment notice or JCI's efforts to collect payment. Customer shall immediately notify !CI in writing and explain the bolt of the dispute. Customer will pay all of JCI's reasonable collection costs (including legal fees and expenses). In the event of Customer's default, the balance of any outstanding amounts will be immediately due and payable. JCI may increase prices upon notice to the Customer to reflect increases in material and labor costs. All stated prices are exclusive of and Customer agrees to pay any taxes, fees, duties, tariffs, false alarm assessments, installation or alarm permits and levies or other similar charges imposed and/or enacted by a government, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement. If this Agreement is renewed, JCI will provide Customer with notice of any adjustments in the Contract Price applicable to any Renewal Term. Unless Customer terminates this Agreement in writing at least ninety (90) days prior to the end of the then -current Term, the adjusted Contract Price shall be the price for the Renewal Term. Prices for products covered by this Agreement may be adjusted by Company, upon notice to Customer at any time prior to shipment and regardless of Customer's acceptance of the Company's proposal or quotation, to reflect any increase in Company's cost of raw materials (e.g., steel, aluminum) inability to secure Products, changes or increases in law, labor, taxes, duties, tariffs or quotas, acts of government, any similar charges, or to cover any extra, unforeseen and unusual cost elements. E. WARRANTIES JCI warrants its Services will be provided in a good and workmanlike manner for 90 days from the date of Services. If JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re -perform any non -conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that equipment manufactured or labeled by Johnson Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of 90 days. No warranty is provided for third -party products and equipment installed or furnished by JCI. Such products and equipment are provided with the third party manufacturer's warranty to the extent available, and JCI will transfer the benefits, together with all limitations, of that manufacturer's warranty to Customer. All transportation charges incurred in connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at JCI's option) the defective equipment. These warranties do not extend to any Services or equipment that have been misused, altered, or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty decals have been removed or altered. All replaced parts or equipment shall become JCI's property. This warranty is not assignable. Warranty service will be provided during normal business hours, excluding holidays. The remedies set forth herein shall be Customer's sole and exclusive remedy with regards to any warranty claim under this Agreement. Any lawsuit based upon the warranty must be brought no later than one (1) year after the expiration of the applicable warranty period. This limitation is in lieu of any other applicable statute of limitations. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES ARE.JCI'S SOLE WARRANTIES AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. JCI makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, io 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson ''Ib Controls Page 8of19 JOHNSON CON(- BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY hacking or other similar malicious activity, or will detect the presence of, or eliminate, prevent, treat, or mitigate the spread, transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to COVID 19. F. CUSTOMER OBLIGATIONS AND COMMITMENTS TO JCI 1. Customer warrants it has given JCI all information concerning the condition of the Covered Equipment. The Customer agrees and warrants that, during the Term of this Agreement, Customer will: (1) operate the Covered Equipment according to the manufacturer's and/orJCl's recommendations; (2) keep accurate and current work logs and information about the Covered Equipment as recommended by the manufacturer and/or JCI; (3) provide an adequate environment for Covered Equipment as recommended by the manufacturer and/or JCI, including, but not limited to adequate space, electrical power, water supply, air conditioning, and humidity control; (4) notify JCI immediately of any Covered Equipment malfunction, breakdown, or other condition affecting the operation of the Covered Equipment; (5) provide JCI with safe access to its Premises and Covered Equipment at all reasonable and necessary times for the performance of the Services; (6) allow JCI to start and stop, periodically turn off, or otherwise change or temporarily suspend equipment operations so that JCI can perform the Services required under this Agreement; (7) as applicable, provide proper condenser, cooling tower and boiler water treatment for the proper functioning of Covered Equipment and protect against any environmental issues and instances of biohazards such as but not limited to Legionella; (8) carefully and properly set and test the intrusion alarm system each night or at such other time as Customer shall close the Premises; (9) obtain all necessary licenses and permits required for and pay all taxes associated with the Services; (10) notify ICI immediately of any claimed inadequacy in, or failure of, the Covered Equipment or other condition affecting the operation of the Covered Equipment; (11) furnish any necessary 110 volt A/C power and electrical outlets at its expense; (12) properly maintain, repair, service, and assure the proper operation of any other property, system, equipment, or device of Customer or others to which the Covered Equipment may be attached or connected, in accordance with manufacturer recommendations, insurance carrier requirements, or the requirements of any fire rating bureau, agency, or other authorities having jurisdiction thereof; (13) not tamper with, alter, adjust, disturb, injure, remove, or otherwise interfere with any Covered Equipment (including any related software) and not permit the same to be done; (14) refrain from causing false alarms, and reimburse JCI for any fine, penalty, or fee paid by or assessed against JCI by any governmental or municipal agency as a result thereof; (15) be solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network ("Network") and shall supply JCI secure Network access for providing its services. Products networked, connected to the Internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access; and (16) take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively "Data") prior to receiving the service or products. 2. Customer acknowledges and understands that unless water treatment for biohazards (such as Legionella) is explicitly included in the services !CI is providing, it is Customer's responsibility to provide such treatment. Customer also acknowledges that its failure to meet the above obligations will relieve JCI of any responsibility for any Covered Equipment breakdown, or any necessary repair or replacement of any Covered Equipment. If Customer breaches any of these obligations, JCI shall have the right, upon written notice to Customer, to suspend its Services until Customer cures such breach. In addition, Customer shall be responsible for paying or reimbursing JCI for any costs associated with corrective work required as a result of Customer's breach of these obligations. G. INSURANCE Customer is responsible for obtaining all insurance coverage that Customer believes is necessary to protect Customer, Customer's property, and persons in or on the Premises, including coverage for personal injury and property damage. THE PAYMENTS CUSTOMER MAKES UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, CUSTOMER'S PROPERTY OR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTION AFFORDED TO JCI UNDER THIS AGREEMENT. Customer hereby releases JCI from any liability for any event or condition customarily covered by commercial liability insurance. Customer understands that neither the Services nor the Covered Equipment are designed to reduce, but not eliminate, certain risks. JCI does not guaranty that neither the Services nor Covered Equipment will prevent personal injury, unauthorized entrances or fire and smoke damage to the Premises. Customer further agrees that Customer has read and understands the terms and conditions of this Agreement. O0 2023 Johnson Controls, Inc, Customer Confidential Do not copy (physically: electronically, or o any other media) without the express written permission of Johnson Controls, Inc. Johnson Ok Controls Page 9 of 19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY H. INDEMNITY JCI and Customer shall each indemnify the other party and its officers, agents, directors, and employees, from any and all damages, losses, casts and expenses (including reasonable attorneys' fees) arising out of third party claims, demands, or suits for bodily injury (including death) or damage to tangible property to the extent arising out of the negligence or intentional misconduct of the indemnifying party or its employees or agents. Customer expressly agrees that JCI shall be responsible for injury, damage, or loss only to the extent caused directly by JCI's negligence or intentional misconduct. The obligations of JCI and Customer under this section are further subject to sections I and K below. I. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JCI AND ITS AFFILIATES AND THEIR RESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS ("id' PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY: (1) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES; (2) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; (3) BUSINESS INTERRUPTION; OR (4) DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBER ATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS. IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF THE JCI PARTIES UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO $250,000. CUSTOMER UNDERSTANDS THAT JCI IS NOT AN INSURER REGARDING THE WORK OR THE SERVICES. JCI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM FIRE SAFETY OR SECURITY EQUIPMENT THAT FAILS TO PERFORM PROPERLY OR FAILS TO PREVENT A CASUALTY OR LOSS. J. FORCE MAJEURE JCI shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by JCI to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A "Force Majeure Event" is a condition or event that is beyond the reasonable control of JCI, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock -outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of JCI. If JCI's performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCI shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if JCI is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, JCI will be entitled to extend the relevant completion date by the amount of time that JCI was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases JCI's cost to perform the services, Customer is obligated to reimburse JCI for such increased costs, including, without limitation, costs incurred by JCI for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees or other costs and expenses incurred by JCI in connection with the Force Majeure Event. K. RESOLUTION OF DISPUTES If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve such dispute by negotiation. In the event the dispute is unable to be resolved, either party shall have the right to initiate arbitration by filing with the American Arbitration Association provided no other legal action has been previously filed. Upon filing of the arbitration, the AAA shall have the exclusive jurisdiction over the Dispute. Thus, either party may decide to file an action in a court of competent jurisdiction. If that court filing is the first legal proceeding filed, that court shall have jurisdiction over the Dispute to the exclusion of any arbitration. Arbitration shall be conducted in accordance with the then current arbitration rules of the American Arbitration Association or other arbitration service mutually agreed to by the parties. Arbitration must be completed within sixty (60) days after the Dispute is submitted to arbitration unless the parties mutually agree otherwise. The award rendered by the arbitrator shall be final, and judgment issued by the Arbitrator may be entered in accordance with applicable law in any court having competent jurisdiction. The party prevailing in the arbitration or court proceeding shall be entitled to an award of its reasonable costs, including reasonable attorneys' fees, incurred as a result of the Dispute. CUSTOMER MUST BRING ANY CLAIM AGAINST JCI WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. IF CUSTOMER DOES NOT, CUSTOMER WILL HAVE IRREVOCABLY WAIVED ITS RIGHT TO SUE JCI AND/OR INSTITUTE OTHER PROCEEDINGS, AND JCI SHALL HAVE NO LIABILITY TO CUSTOMER FOR SUCH CLAIM. TIME IS OF THE ESSENCE RELATIVE TO CUSTOMER PURSUING ANY SUCH CLAIM. THE PROVISIONS OF THIS AGREEMENT WHICH APPLY TO ANY CLAIM SHALL REMAIN IN EFFECT EVEN AFTER THE AGREEMENT IS TERMINATED. JCI AND CUSTOMER EACH WAIVE THEIR RIGHT TO A JURY TRIAL. L. TERM AND TERMINATION 1. The Original Term is as set forth herein. At the conclusion of the Original Term, this Agreement shall automatically renew and extend for successive terms equal to the Original Term unless the Customer or JCI gives the other written notice it does not want to renew prior to the end of the then -current term (each a "Renewal Term"). The notice must be delivered at least ninety (90) days prior to the end of the Original Term or any Renewal Term. The Original Term and any Renewal Term may be referred to herein as the 'Term." Customer agrees to issue and send a O' 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson i'I Controls Page 10 of 19 JOHNSON CON F, BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY Purchase Order to JCI at least thirty (30) days prior to expiration of the Original Term or any Renewal Term if necessary for payments to be processed, but failure to do so is not a pre -condition to Renewal Term payments being due to JCI 2. Remote Monitoring Services and Remote Operating Services may be immediately canceled by either party if JCI's Remote Operations Center, connecting wires, or monitoring systems are destroyed by fire or other catastrophe, or where the Premises are so substantially damaged that it is impractical to continue Services. 3. If either party fails to perform any of its material obligations under this Agreement, the other party shall provide written notice thereof to the party alleged to be in default. Should the party alleged to be in default fail to respond in writing or take action to cure the alleged default within ten (10) days of receiving such written notice, the notifying party may terminate this Agreement by providing written notice of such termination. 4. JCI may terminate this Agreement and discontinue any Services if JCI is unable to obtain or continue to support technologies, equipment or component parts that are discontinued, become obsolete or are otherwise not commercially available, or for convenience upon forty-five (45) days written notice. JCI will not be liable for any damages or subject to any penalty as a result of any such termination. 5. Upon termination of this Agreement for any reason, Customer shall pay to JCI all undisputed amounts owed through the date of termination within thirty (30) days of such termination. If Customer terminates this Agreement, other than in accordance with this Section L, Customer shall also pay Johnson Controls 35% of the charges for Services remaining to be paid for the unexpired Term of this Agreement as liquidated damages and not as a penalty. Customer shall provide JCI with reasonable access to the Premises to remove the Gateway Device and any other JCI property and to un-program any controls, intrusion, fire, or life safety 5300500, as applicable. Customer shall be liable for all fees, costs, and expenses that JCI may incur in connection with the enforcement of this Agreement, including without limitation, reasonable attorney fees, collection agency fees, and court costs. M. ASBESTOS, MOLD, BIOAHAZARDS, AND HAZARDOUS MATERIALS "Hazardous Materials" means any material or substance that, whether by its nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous substance, pollutant, or contaminant under any local, state, or federal law, regulation, or ordinance relating to or addressing public and employee health and safety and protection of the environment, or which is toxic, explosive, corrosive, flammable, radioactive, carcinogenic or otherwise hazardous or which is or contains petroleum, gasoline, diesel, fuel, another petroleum hydrocarbon product or polychlorinated biphenyls. "Hazardous Materials" specifically includes mold, lead -based paints, biohazards such as but not limited to Legionelia and asbestos -containing materials ("ACM"). Neither Customer nor JCI desires to or is licensed to undertake direct obligations relating to the identification, abatement, cleanup, control, removal or disposal of ACM. JCI will be responsible for removing or disposing of any Hazardous Materials that it uses in providing the Services ("JCI Hazardous Materials") and for the remediation of any areas affected by the release of JCI Hazardous Materials. For other Hazardous Materials that may be present at its facilities ("Non-JCI Hazardous Materials"), Customer shall supply JCI with any information in its possession relating to the presence of Hazardous Materials if their presence may affect JCI's performance of the Services. If either Customer or JCI becomes aware of or suspects the presence of Non-JCI Hazardous Materials that may interfere with JCI's Services, it shall immediately stop the Services in the affected area and notify the other party. As between Customer and JCI, Customer shall be responsible at its sole expense for removing and disposing of Non-JCI Hazardous Materials from its facilities and for the remediation of any areas impacted by the release of the Non-JCI Hazardous Materials and must provide a certificate of abatement before JCI will be obligated to perform or continue its Services, unless JCI had actual knowledge that Non-JCI Hazardous Materials were present and acted in disregard of that knowledge, in which case (i) JCI shall be responsible at its sole expense for the remediation of any areas impacted by its release of such Hazardous Materials, and (ii) Customer shall remain responsible at its sole expense for the removal of Hazardous Materials that have not been released and for releases not resulting from JCI's performance of the Services. Customer shall defend and indemnify JCI against any losses, costs, damages, expenses, and claims arising out of its failure to comply with this Section M. N. CUSTOMER DATA Customer data obtained from the Services is owned by and shall belong to Customer. JCI will access and use Customer data to provide Services to Customer. Except as set forth herein, JCI will not disclose to any third party any individual Customer data acquired through performance of the Services without Customer's consent. Customer agrees that JCI and its subsidiaries, affiliates and approved third party contractors and developers may collect and use Customer data for any reason, as long as any external use of the data is on a de -identified basis that does not personally identify Customer or any individual. Customer hereby grants JCI a perpetual, worldwide, irrevocable, royalty free license to use, modify, manipulate, sublicense, and create derivative works from such data. !CI shall retain all rights to any intellectual property, data, materials and products created as a result of its performance of Services. O. JCI'S INTELLECTUAL PROPERTY JCI shall retain all right, title and interest in any (a) work provided to Customer, including without limitation, all software source and object code, documentation, technical information or data, specifications and designs and any changes, improvements or modifications thereto ("Deliverables"), and (b) Know -How (defined below) employed by JCI in the creation of the Deliverables or performance of the Services, whether known to JCI prior to, or developed or discovered or acquired in connection with, the performance of its obligations under this agreement. Ownership of all Deliverables © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically. electronically. or in any other media) without the express written permission of Johnson Controls, Inc. Johnson OP Controls Page 11 of 19 JOHNSON CONTROL BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY and Know -How shall vest solely in JCI and no Deliverables shall be deemed "works made for hire." Without limiting the generality of the foregoing, ownership of all source files used in the course of performing the Services shall remain the exclusive property of JCI. For purposes of this Agreement, "Know -How" means any know-how, processes, techniques, concepts, methodologies, tools, analytical approaches, database models and designs, discoveries, and ideas furnished, produced by, developed, or used by JCI in the creation or provision of the Deliverables or in the performance of the Services, and any changes, improvements, or modifications thereto or derivatives thereof. P. DIGITAL ENABLED SERVICES If JCI provides Digital Enabled Services under this Agreement, these Digital Enabled Services require the installation and deployment of site assessment tools and the collection, transfer and ingestion of building, equipment, system time series, and other data to JCI's cloud -hosted software applications. Customer consents to the installation and deployment of site assessment tools and the collection, transfer and ingestion and use of such data by JCI to enable JCI to provide, maintain, protect and improve the Digital Enabled Services and JCI's products and services. Customer acknowledges that, while Digital Enabled Services generally improve equipment performance and services, Digital Enabled Services do not prevent all potential malfunction, insure against all loss, or guarantee a certain level of performance and that JCI shall not be liable for any injury, loss or damage caused by any act of omission of JCI related to or arising from the monitoring of the equipment under the Digital Enabled Services. Certain equipment sold hereunder includes by default JCI's Connected Equipment Services. Digital Enabled Services may be on by default and the remote connection will continue to connect to Customer's Equipment through the full equipment lifecycle, unless Customer specifically requests in writing that JCI disable the remote connection or JCI discontinues or removes such remote connection. If Customer's equipment includes Digital Enabled Services, JCI will provide a cellular modem or other gateway device ("Gateway Device") owned by JCI or Customer will supply a network connection suitable to establish a remote connection with Customer's applicable equipment to permit JCI to perform Digital Enabled Services. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using Digital Enabled Service's mobile or web application. Any Gateway Devices provided hereunder shall remain JCI's property, and JCI may upon reasonable notice access and remove such Gateway Device and discontinue services in accordance with the Software Terms. If Customer does not permit JCI to connect via a connection validated by JCI for the equipment or the connection is disconnected by Customer, and a service representative must therefore be dispatched to the Customer site, then the Customer shall pay !CI at JCI's then -current standard applicable contract regular time and/or overtime rate for services performed by the service representative. Q. JCI DIGITAL SOLUTIONS JCI Digital Solutions. Use, implementation, and deployment of the software and hosted software products ("Software") offered under these terms shall be subject to, and governed by, JCI's standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/techterms (collectively, the "Software Terms"). Applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, JCI and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. If there is a conflict between the other terms herein and the Software Terms, the Software Terms shall take precedence and govern with respect to rights and responsibilities relating to the Software, its implementation and deployment and any improvements thereto. Notwithstanding any other provisions of this Agreement, unless otherwise set forth in the applicable order, quote, proposal or purchase documentation, the following terms apply to Software that is provided to Customer on a subscription basis (i.e., a time limited license or use right), (each a "Software Subscription"): Each Software Subscription provided hereunder will commence on the date the initial credentials for the Software are made available (the "Subscription Start Date") and will continue in effect until the expiration of the subscription term noted in the applicable order, quote, proposal or purchase documentation. At the expiration of the Software Subscription, such Software Subscription will automatically renew for consecutive one (1) year terms (each a "Renewal Subscription Term"), unless either party provides the other party with a notice of non -renewal at least ninety (90) days prior to the expiration of the then -current term. To the extent permitted by applicable law, Software Subscriptions purchases are non -cancelable and the sums paid nonrefundable. Fees for Software Subscriptions shall be paid annually in advance, invoiced on the Subscription Start Date and each subsequent anniversary thereof. Customer shall pay all invoiced amounts within thirty calendar days after the date of invoice. Payments not made within such time period shall be subject to late charges as set forth in the Software Terms. Unless otherwise agreed by the parties in writing, the subscription fee for each Renewal Subscription Term will be priced at Johnson Controls' then -applicable list price for that Software offering. Any use of Software that exceeds the scope, metrics or volume set forth in this Agreement and applicable SOW will be subject to additional fees based on the date such excess use began. R. Privacy. 1. JCI as Processor: Where JCI factually acts as Processor of Personal Data on behalf of Customer (as such terms are defined in the DPA) the terms at www.iohnsoncontrols.com/dpa ("DPA") shall apply. 2. JCI as Controller: JCI will collect, process and transfer certain personal data of Customer and its personnel related to the business relationship between it and Customer (for example names, email addresses, telephone numbers) as controller and in accordance with JCI's Privacy Notice at https://www.iohnsoncontrols.com/privacy. Customer acknowledges JCI's Privacy Notice and strictly to the extent consent is mandatorily required OO 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically. electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson ,/1b Controls Page 12 of 19 JOHNSON C{ BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED Ia=ae , WELD COUNTY under applicable law, Customer consents to such collection, processing and transfer. To the extent consent to such collection, processing and transfer by JCI is mandatorily required from Customer's personnel under applicable law, Customer warrants and represents that it has obtained such consent S. MISCELLANEOUS PROVISIONS 1. All notices required to be given hereunder shall be in writing and shall be considered properly given if: (a) delivered in person, (b) sent via the United States Postal Service, postage prepaid, registered or certified with return receipt requested, (c) sent by overnight delivery service (e.g., FedEx, UPS), or (d) sent by facsimile, email or other electronic means and confirmed by facsimile, return email or telephone. 2. This Agreement may not be assigned by Customer without JCI's phor written consent. JCI shall have the right to assign this Agreement to any other person, firm, or corporation without Customer's consent. JCI shall also have the right, in its sole discretion, to subcontract any portion of the Services. This Agreement inures to the benefit of and is applicable to any assignees or subcontractors of JCI, and is binding upon Customer with respect to said assignees or subcontractors with the same force and effect as it binds Customer to JCI. 3. This Agreement shall be subject to and governed by the laws of the State where the Services are performed. 4. If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 5. This Agreement is the entire contract between JCI and Customer and supersedes any prior oral understandings, written agreements, proposals, or other communications between the parties. 6. Customer acknowledges and agrees that any purchase order issued by Customer in connection with this Agreement is intended only to establish payment authority for Customer's internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included or referenced in Customer's purchase order will have any force or effect and these terms and conditions shall control. Customer's acceptance of any Services shall constitute an acceptance of these terms and conditions. Any proposal for additional or different terms, whether in Customer's purchase order or any other document, unless expressly accepted in writing by JCI, is hereby objected to and rejected. 7. JCI expressly disclaims any requirement, understanding or agreement, express or implied, included directly or incorporated by reference, in any Customer purchase order, solicitation, notice or otherwise, that any of JCI's personnel be vaccinated against Covid-19 under any federal, state/provincial or local law, regulation or order applicable to government contracts or subcontracts, including, without limitation, Presidential Executive Order 14042 ("Ensuring Adequate COVID Safety Protocols for Federal Contractors") and Federal Acquisition Regulation (FAR) 52.223-99 ("Ensuring Adequate COVID Safety Protocols for Federal Contractors"). Any such requirement shall only apply to JCI's personnel if and only to the extent contained in a written agreement physically signed by an authorized officer of JCI. 8. If there are any changes to Customer's facilities or operations, or to applicable regulations, laws, codes, taxes, or utility charges, that materially affect ICI's performance of the Services or its pricing thereof, JCI shall have the right to an equitable and appropriate adjustment to the scope, pricing, and other affected terms of this Agreement. 9. No claim or cause of action, whether known or unknown, shall be brought against JCI more than one year after the claim first arose. Except as provided for herein, JCI's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. ADDENDUM TO PSA TERMS AND CONDITIONS FOR MONITORING OF INTRUSION, FIRE AND OTHER SAFETY SYSTEMS If Remote Monitoring Services explicitly includes remote fire alarm monitoring, security alarm monitoring or video monitoring in the scope of work or customer charges, the Agreement is hereby modified and amended to include the terms and provisions of this Addendum to the PSA for Monitoring of Intrusion, Fire and Safety Systems (the "Addendum"). Capitalized terms that are not defined herein, shall have the meaning given to them in the Agreement In the event of a conflict between the terms and conditions of this Addendum and those appearing in the Agreement, the terms and conditions of this Addendum shall prevail. 1. Remote Monitoring of Alarm Signals. If JCI receives an emergency alarm signal at JCI's ROC, JCI shall endeavor to notify the appropriate police or fire department, or other emergency response agency having jurisdiction and JCI shall endeavor to notify Customer or its designated representative by email unless instructed to do otherwise by Customer in writing and/or based on standard operating procedures for the ROC. JCI, upon receipt of a non -emergency signal from the Premises, shall endeavor to notify Customer's representative pursuant to Customer's written instructions, defaulting to email or text notification. Customer acknowledges that if the signals transmitted from the Premises will be monitored in a monitoring facility not 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically. electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Ob Controls Page 13 of 19 JOHNSON CONTR( BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY operated by JCI, the personnel in such monitoring facilities are not the agents of JCI, nor does JCI assume any responsibility for the manner in which such signals are monitored or the response to such signal. 2. Remote Monitoring Services Pricing. Remote Monitoring Services shall be provided by JCI if the Agreement includes a charge for such Service. If such Service is purchased, JCI will monitor the number of alarms for the Premises and the initial charge is based on the pricing agreed to by the parties, subject to the terms and conditions of this Addendum. If the number of alarms produced at the Premises goes beyond the contracted number of alarms in a month, Customer will be billed an overage fee. 3. Communications Media. Customer acknowledges that monitoring of Covered Equipment requires transmission of signals over standard telephone lines and/or the Internet and that these modes of transmission may be interrupted, circumvented, or compromised, in which case no signal can be transmitted from the Premises to the monitoring facility. Customer understands that to allow the monitoring facility to be aware of such a condition, additional or alternative protection can be installed, such as line security devices, at Customer's cost and expense and for transmission via telephone line only. Customer acknowledges it is aware that line security devices are available and, unless expressly identified in Schedule A - Equipment List, has declined to purchase such devices. Customer further acknowledges that such additional protection is not available for Internet transmission under this Agreement. 4. False/Unnecessary Alarms; Service Calls. At JCI's option, an additional fee may be charged for any false alarm or unnecessary Service Visit caused or necessitated by Customer. In addition, Customer shall be fully responsible and liable for fines, penalties, assessments, taxes, fees or charges imposed by a governmental body, telephone, communication, or signal transmission company as the result of any false alarm and shall reimburse JCI for any costs incurred by JCI in connection therewith. Customer shall operate the system carefully so as to avoid causing false alarms. False alarms can be caused by severe weather or other forces beyond the control of JCI. If an undue number of false alarms are received by JCI, in addition to any other available remedies available to JCI, JCI may terminate this Agreement and discontinue any Service(s) and seek to recover damages. If an agent is dispatched, by a governmental authority or otherwise, to respond to a false alarm, where the Customer, or any other party has intentionally, accidentally or negligently activated the alarm signal, Customer shall be responsible for and pay any and all fees and/or fines assessed with respect to the false alarms and pay to JCI the additional charges and costs incurred by it from a false alarm. If the Customer's system has a local audible device, Customer authorizes JCI to enter the Premises to turn off the audible device if JCI is requested or ordered to do so by governmental authorities, neighbors or anyone else and Customer will pay JCI its standard service call charge for each such visit. Police agencies require repair of systems which cause false dispatches. Customer shall maintain the equipment necessary for JCI to supply the Services and Customer shall pay all costs for such maintenance. At least monthly, Customer will test the system's protective devices and send test signals to the ROC for all monitoring equipment in accordance with instructions from JCI or the ROC. Customer agrees to test the monitoring systems, including testing any ultrasonic, microwave, infrared, capacitance or other electronic equipment prior to the end of each month and will immediately report to JCI if the equipment fails to respond to the test. Customer shall make any necessary repairs as soon after receipt of notice as is reasonably practical. Customer shall at all times be solely responsible for maintaining any sprinkler system in good working order and provide adequate heat to the Premises. 5. Remote Monitoring of Video Monitoring Services. During the Term, JCI's sole and only obligation arising from the inclusion of Video Monitoring Services in any Service offering shall be to monitor the digital signals actually received by JCI at its ROC from means of the Video System and upon receipt of a digital signal indicating that an alarm condition exists, to endeavor, as permitted by law, to notify the police or other municipal authority deemed appropriate in JCI's absolute discretion and to such persons Customer has designated in writing to JCI to receive notification of such alarm condition as set forth herein.. No alarm installation, repair, maintenance or guard responses will be provided under this Video Monitoring Services option. JCI may, without prior notice to Customer, in response to applicable law or insurance requirements, revise, replace, discontinue and/or rescind its response policies and procedures. a. Inception and conclusion of service. Video Monitoring shall be provided by JCI if this Agreement includes a charge for Video Monitoring Services. If such Video Monitoring Service is purchased, Video Monitoring Services will begin when the Video System is installed and operational, and when the necessary communications connection is completed. No obligation for the provision of this Video Monitoring Service will commence until these requirements are met. b. Customer Equipment. Customer shall obtain, at its own cost and expense: (a) the equipment necessary to connect to JCL's ROC; and (b) whatever permission, permits or licenses that may be necessary from all persons, governmental authorities, utility, and any other related service providers in connection with the Services. The video system to be used by the Customer is intended to produce and transmit video images (the "Video System Images") of the Premises to the ROC (the "Video System"). JCI makes no promise, warranty or representation that the video system will operate as intended. Customer further agrees that, notwithstanding any role or participation by JCI in Video System and Video System Images, JCI shall have no responsibility or obligation with regard to Customer, the Video System or any other Customer equipment. c. System Location. The Video System related cameras shall be located and positioned by Customer along with attendant burglary digital alarm signal(s). Customer shall ensure that the Video System related cameras will be positioned and located such that it will only produce or capture Video System Images of areas of the Premises. Customer will provide adequate illumination under all operating conditions for the proper viewing of the cameras. Customer acknowledges and agrees that JCI has exercised no control over, or participated in locating or positioning the Video System related camera including, but not limited to selecting what areas, locations, things or persons that the Video © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 40 Controls Page 14 of 19 JOHNSON CON FROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY System Images may depict or capture. d. Images. Customer shall be solely responsible for the Video System Images produced or captured by the Video System and Customer shall defend, indemnify and hold harmless JCI and its officers, agents, directors, and employees, from any and all damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of third party claims, demands, or suits in connection with the use, operation, location and position of the Video System, and the Video System Images resulting there from, including, but not limited to, any claims of any person depicted in a Video System image, including but not limited to, any claim by such person that his or her privacy has been invaded or intruded upon or his or her likeness has been misappropriated. Any duty to obtain the consent or permission of any person depicted in a Video System Image to have his or her likeness to be depicted, received, transmitted or otherwise used, and the duty to determine and comply with any and all applicable laws, regulations, standards and other obligations that govern the legal, proper and ethical use of video capturing devices, such as the Video System, including, but not limited to, notification that the Video System is in use at the Premises, shall be the sole responsibility of the Customer. JCI agrees to make Video System Images available to Customer and upon their respective request. JCI makes no promise, warranty or representation as to the length of time that it retains Video Images, or the quality thereof. e. Video System Signals. When a signal from the Video System is received, JCI reserves the right to verify all alarm signals before notifying emergency personnel, and may choose not to notify emergency personnel if it has reason to believe, in its sole discretion, that an emergency condition does not exist. JCI will first attempt to verify the nature of the emergency by using visual verification and/or the two-way voice system (if applicable) of the Video System included in Customer's system. If JCI determines that an emergency condition exists, JCI will endeavor to notify the proper police or emergency contact on a notification call list provided in writing by Customer to JCI, or its designee. When a non -emergency signal is received, JCI will attempt to contact the first available Customer representative on the notification call list but will not notify emergency authorities, this notification will be in the form of email or text and follow ROC processes. If the customer requires phone calls to the call list for any emergency or non -emergency situation, the customer will need to make this request in writing. Customer authorizes and directs JCI, as its agent, to use its full discretion in causing the arrest or detention of any person or persons on or around the premises who are not authorized by Customer. JCI WILL NOT ARREST OR DETAIN ANY PERSON. f. Recordings. Customer consents to the tape recording of all telephonic communications between the Premises and JCI. JCI will have no liability arising from recording (or failure to record) or publication of any two-way voice communications, other video recordings or their quality. JCI shall have no liability in connection with Video System or the Video System Images, including, but not limited to, any failure, omission, negligence or other act by JCI, or any of its officers, employees, representatives, agents, contractors, or any other third party in connection with the receipt (or failure of receipt), transmission, reading, interpreting, or response to any Video Image. 6. Risk of Loss is Customer's. JCI does not represent or warrant that the Services will prevent any loss by burglary, holdup, fire or otherwise, or that the Services will in all cases provide the protection for which it is installed or intended, or that the Services will be uninterrupted or error -free. Customer assumes all risk of loss or damage to the Premises being monitored and to its contents, whether belonging to Customer or others; and has not relied on any representations and warranties of JCI, express or implied, except as specifically set forth in this Agreement. Further, expressly excluded from this Agreement are the warranties of merchantability or fitness or suitability fora particular purpose. 7. JCI'S RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, "ALARM SIGNALS") FROM THE EQUIPMENT OR SYSTEM INSTALLED IN THE PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS. JCI'S ROC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELCO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS OTHERWISE DAMAGED, OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELCO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT LIMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELCO SERVICES SUCH AS SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE -TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR, WIRELESS OR PRIVATE RADIO, OR CUSTOMER'S PROPRIETARY TELCOMMUNICATION NETWORK, INTRANET OR IP-PBX, OR OTHER THIRD -PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED, MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES, IF: (1) THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS (THE BATTERY BACK-UP FOR JCI'S ALARM PANEL DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELCO SERVICE); OR (2) ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL. CUSTOMER UNDERSTANDS THAT JCI WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER'S TELCO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELCO SERVICE'S DATA FORMAT AFTER JCI'S INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELCO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JCI'S ROC. IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS COMPATIBLE, JCI WILL PERMIT CUSTOMER TO USE ITS TELCO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT JCI RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC REGARDLESS OF THE TYPE OF TELCO SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS, OR LATER BECOMES, NON -COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER TELCO SERVICE THAT IS NOT COMPATIBLE, THEN JCI WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JCI AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC. JCI WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER © 2©23 Johnson Controls. Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Ob Controls Page 15 of 19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY THAN AN APPROVED TELCO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELCO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL FIRE ALARM STANDARDS AND LOCAL FIRE CODES. CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELCO SERVICE IS INTERRUPTED, AND THAT JCI MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON -APPROVED TELCO SERVICE. CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON -APPROVED TELCO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE, INVOLVEMENT, INPUT, RECOMMENDATION, OR ENDORSEMENT ON THE PART OF JCI. CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF THE NON -APPROVED TELCO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELCO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED, IS INTERFERING WITH, OR BLOCKING THE CONNECTION. Addendum 1: This Addendum is hereby incorporated into and made a part of this Planned Service Agreement in the above document dated 12/12/2023 ("Agreement") between Johnson Controls Inc., and Weld County. All terms and conditions stated in this Addendum shall be binding upon the parties and shall modify the Agreement accordingly. In the event of any conflict between the Agreement and this Addendum, the provisions of this Addendum shall prevail. The parties agree to the following: 1. Section B. Out of Scope Services on page 7/19 is hereby deleted and replaced with the following: "B. OUT OF SCOPE SERVICES If, during any Service Visit, JCI detects a defect in any of Customer's equipment that is not Covered Equipment under this Agreement (an "Out of Scope Defect"), !CI may (but shall have no obligation to) notify Customer of such Out of Scope Defect. If Customer elects for JCI to repair such Out of Scope Defect, or if JCI otherwise performs any Services or provides any materials, parts, or equipment outside the scope of the Services (collectively, "Out of Scope Services"), Customer shall direct JCI to perform such Out of Scope Services in writing, and Customer shall pay for such Out of Scope Services at JCI's standard fees or hourly rates. If, after receiving notice of an Out of Scope Defect, Customer elects not to engage JCI to repair such Out of Scope Defect, Customer shall defend and indemnify JCI from and against any and all losses, damages, claims, costs and expenses arising directly or indirectly out of such Out of Scope Defect to the extent permitted under Colorado law. Any Out of Scope Services performed by JCI at the direction of Customer pursuant to this Section shall be subject to the Customer Terms in effect as of the Effective Date (the "Customer Terms"), which Customer Terms are incorporated into this Agreement by this reference. A copy of the Customer Terms currently in effect is found at www.johnsoncontrols.com/customerterms." 2. Section K. Resolution of disputes on page 10/19 is hereby deleted and replaced with the following: "K. RESOLUTION OF DISPUTES If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve such dispute by negotiation. CUSTOMER MUST BRING ANY CLAIM AGAINST JCI WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. IF CUSTOMER DOES NOT, CUSTOMER WILL HAVE IRREVOCABLY WAIVED ITS RIGHT TO SUE JCI AND/OR INSTITUTE OTHER PROCEEDINGS, AND JCI SHALL HAVE NO LIABILITY TO CUSTOMER FOR SUCH CLAIM. TIME IS OF THE ESSENCE RELATIVE TO CUSTOMER PURSUING ANY SUCH CLAIM. THE PROVISIONS OF THIS AGREEMENT WHICH APPLY TO ANY CLAIM SHALL REMAIN IN EFFECT EVEN AFTER THE AGREEMENT IS TERMINATED. JCI AND CUSTOMER EACH WAIVE THEIR RIGHT TO A JURY TRIAL." 3. Section M. Asbestos, Mold, Biohazards and Hazardous Materials on page 11/19 is hereby deleted and replaced with the following: "M. ASBESTOS, MOLD, BIOAHAZARDS, AND HAZARDOUS MATERIALS "Hazardous Materials" means any material or substance that, whether by its nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous substance, pollutant, or contaminant under any local, state, or federal law, regulation, or ordinance relating to or addressing public and employee health and safety and protection of the environment, or which is toxic, explosive, corrosive, flammable, radioactive, carcinogenic or otherwise hazardous or which is or contains petroleum, gasoline, diesel, fuel, another petroleum hydrocarbon product or polychlorinated biphenyls. "Hazardous Materials" specifically includes mold, lead -based paints, biohazards such as but not limited to Legionella and asbestos -containing materials ("ACM"). Neither Customer nor JCI desires to or is licensed to undertake direct obligations relating to the identification, abatement, cleanup, control, removal or disposal of ACM. v 2023 Johnson Controls. Inc. Customer Confidential Do not copy (physically; electronically, or in any other media) without the express written permission of Johnson Controls: Inc. Johnson %'/4 ' Controls Page 16 of 19 JOHNSON COW; BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY JCI will be responsible for removing or disposing of any Hazardous Materials that it uses in providing the Services ("JCI Hazardous Materials') and for the remediation of any areas affected by the release of JCI Hazardous Materials. For other Hazardous Materials that maybe present at its facilities ("Non-JCI Hazardous Materials"), Customer shall supply JCI with any information in M possession relating to the presence of Hazardous Materials if their presence may affect JCI's performance of the Services. If either Customer or JCI becomes aware of or suspects the presence of Non-JCI Hazardous Materials that may interfere with JCI's Services, it shall immediately stop the Services in the affected area and notify the other party. As between Customer and JCI, Customer shall be responsible at its sole expense for removing and disposing of Non-JCI Hazardous Materials from its facilities and for the remediation of any areas impacted by the release of the Non-JCI Hazardous Materials and must provide a certificate of abatement before JCI will be obligated to perform or continue its Services,, unless JCI had actual knowledge that Non-JCI Hazardous Materials were present and acted in disregard of that knowledge, in which case (i) JCI shall be responsible at its sole expense for the remediation of any areas impacted by its release of such Hazardous Materials, and (C) Customer shall remain responsible at its sole expense for the removal of Hazardous Materials that have not been released and for releases not resulting from JCI's performance of the Services. Customer shall defend and indemnify JCI against any losses, costs, damages, expenses, and claims arising out of its failure to comply with this Section M to the extent permitted under Colorado law." 4. Within the Customer Terms section, found from www.johnsoncontrols.com/customerterms. Section 9.2 Indemnification by Customer is hereby deleted and replaced with the following: "Customer shall indemnify, defend and hold harmless JCI and JCI's affiliates and Representatives, and its and their respective directors, officers, employees, agents, shareholders, affiliates, and assigns and successors, from and against any and all claims, damages (including damages arising from personal injury or death), demands, actions, proceed.gs, judgments, penalties, fines, losses, liabilities, costs and expenses (including attorneys' fees and legal expenses) that arise from or relate to: (a) any breach by Customer of the Agreement; (b) any violation by Customer of any Law (including, without limitation, any violation by Customer or any of its customers of any data privacy Laws, Anti -Bribery Law, or International Trade Laws); (c) any negligence or willful misconduct by Customer; (d) any Excluded Claims; or (e) Customer's use of, or the storage, release, discharge, handling or presence, of any Hazardous Materials on, under or about the Project Site. Notwithstanding the foregoing, in no event shall Customer Ibe required to indemnify, defend or hold JCI harmless to the extent the claims, damages, demands, actions, proceedings, judgments, penalties, fines, losses, liabilities, costs or expenses result from JCI's negligence or willful misconduct. JCI shall give Customer written notice of any claim for which indemnification is sought under the Agreement, provided that the failure to give such written notice shall not, however, relieve Customer of its indemnification obligations, except and only to the extent that Customer forfeits rights or defenses by reason of such failure. JCI, may, at JCI's option, assume and control the defense of the claim, and in such case, Customer shall indemnify JCI from and against losses, damages, costs and expenses (including attorneys' fees, court fees, and other defense costs) incurred by JCI in defending such claims to the extent permitted under Colorado law. If JCI decides not to assume the defense of a claim, then Customer shall assume and control the defense of such claim, at Customer's expense and by Customer's own counsel (which counsel shall be subject to the approval of JCI, which approval will not be unreasonably withheld or delayed); provided that JCI shall have the right to (participate in the defense of any claims with counsel selected by it at JCI's expense: JCI and Customer shall cooperate with each other in all reasonable respects in connection with the defense of any claims. Notwithstanding any other provision of this Agreement, Customer shall not consent to the entry of any judgement or enter into any settlement of any claims without the prior written consent of JCI." 5. Within the Customer Terms section, found from www.lohnsoncontrols.com/customerterms. Section 16 JCI Property is hereby deleted and replaced with the following: "JCI may provide tools, documentation, panels, or other control equipment at the Project Site forJCl's convenience in performing its obligations under the Agreement (the "JCI Property"). The JCI Property shall remain JCI's property. Customer assumes all risk of loss, damage, theft or destruction of the JCI Property, regardless of cause from and after the date on which JCI delivers the JCI Property to the Project Site. Customer shall store all JCI Property in such a manner as to protect it from damage or deterioration. Customer shall segregate the JCI Property from all other goods and property located at the Project Site and shall clearly identify the JCI Property as the property of JCI by conspicuous sign or placard. JCI may enter the Project Site and remove the JCI Property without notice to Customer and without liability. Customer shall not remove, or permit the removal of, the JCI Property from the Project Site without the prior written consent of JCI. Customer expressly permits JCI to file Uniform Commercial Code ("UCC") financing statements in any appropriate filing office reflecting JCI's ownership of the JCI Property. Customer also expressly permits JCI to make any other notification necessary to protectJCl's interest in the JCI Property (such as those contemplated by UCC f 9-324) to any person or entity that has filed a UCC financing statement that, in JCI's sole discretion, may evidence a conflicting interest in the JCI Property. Customer agrees to (i) maintain the JCI Property free and clear of all liens and encumbrances of any nature whatsoever and (I) indemnify and hold harmless JCI from and against any loss or damage caused by any such liens or encumbrances placed upon anyJCI Property to the extent permitted under Colorado law. The JCl Property shall not become fixtures, regardless of whether the JCI Property is or maybe affixed to real property. © 2023 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Controls Page 17 of 19 JOHNSON CONTROLS BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT PREPARED FOR WELD COUNTY Customer may not assign, sell, transfer, or attempt to assign, sell or transfer any JCI Property to any person or entity, without JCI's prior written consent. Customer is not permitted to use the JCI Property. JCI shall not be responsible or liable for any loss, damage, expense or claim incurred by Customer arising out of Customer's use of, ow otherwise related to, the JCI Property." 6. Within the Customer Terms section, found from www.iohnsoncontrols.com/customerterms. Section 18.1 Governing Law is hereby deleted and replaced with the following: "The laws of the State of Colorado govern all matters arising out of the Agreement, including, without limitation, its interpretation, construction, performance, and enforcement. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS." Within the Customer Terms section, found from www.lohnsoncontrols.com/customerterms. Section 18.2 Arbitration; Waiver of Class Action is hereby deleted and replaced with the following: "If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve such dispute by negotiation. CUSTOMER MUST BRING ANY CLAIM AGAINST JCI WITHIN ONE (1) YEAR AFTER THE CLAIM AROSE. IF CUSTOMER DOES NOT, CUSTOMER WILL HAVE IRREVOCABLY WAIVED ITS RIGHT TO SUE JCI AND/OR INSTITUTE OTHER PROCEEDINGS, AND JCI SHALL HAVE NO LIABILITY TO CUSTOMER FOR SUCH CLAIM. TIME IS OF THE ESSENCE RELATIVE TO CUSTOMER PURSUING ANY SUCH CLAIM. THE PROVISIONS OF THIS AGREEMENT WHICH APPLY TO ANY CLAIM SHALL REMAIN IN EFFECT EVEN AFTER THE AGREEMENT IS TERMINATED. JCI AND CUSTOMER EACH WAIVE THEIR RIGHT TO A JURY TRIAL. Customer and JCI each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action." 8. Within the Customer Terms section, found from www.iohnsoneontrols.com/customerterms. Section 18.4 No Jury Trial; Jurisdiction is hereby deleted and replaced with the following: "No Jury Trial; Jurisdiction. If, for any reason, a claim proceeds in court rather than in arbitration, CUSTOMER AND JCI EACH WAIVE ANY RIGHT TO A JURY TRIAL. If, for any reason, a claim proceeds in court rather than in arbitration, Customer hereby consents and submits to the jurisdiction of the federal and state courts located in Colorado, U.S.A., and hereby waives any right it may have to assert the doctrine of forum non conveniens or any similar doctrine or to object to venue with respect to any proceeding brought under the Agreement." 9. Within the Customer Terms section, found from www.iohnsoncontrols.com/customerterms. Section 19.5 Customer Information is hereby deleted and replaced with the following: "JCrs ability to deliver JCI Work will depend on Customer's reasonable and timely cooperation and the accuracy and completeness of any data from Customer needed to deliver the !CI Work. Customer shall provide to JCI any and all data necessary for JCI to perform the JCI Work. Customer shall ensure that all data furnished by Customer is reliable and accurate such that JCI can rely on such information without further investigation; and Customer shall be responsible for any and all costs incurred by JCI as a result of any incomplete and/or erroneous Customer -furnished information/data. ICI is not liable and Customer waives any claim for the consequence of any action by JCI based on any incomplete or inaccurate information furnished by Customer or third parties upon which JCI reasonably relies, and Customer agrees to defend, indemnify and hold harmless JCI against third party claims resulting from the consequences of such incomplete or inaccurate information, including reasonable attorneys' fees and other expenses incurred in defending against such claims to the extent permitted under Colorado law. Customer shall furnish decisions, information, and approvals required by the Agreement in a timely manner so as not to delay the performance of the JCI Work." 2023 Johnson Controls, Inc. Customer Confidential Do net copy (physically; electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson 01, (� Controls Page 10 0119 BUDGETARY ESTIMATE FOR PLANNED SERVICE AGREEMENT WELD COUNTY CfiSTOfERACC{ PTAfCE Yt a cea g e isAgartens, Container apeeslo Ile tams ad ma io s am..loch icksitg hose on Melds.. pages} of his Apeman atl aryaladenenes a ides dla bel herein hat =Min adrIAr . teems at oaodiatrs r in rvrd•r.. hat hese less ad =Miinns stet prey own awsniatua is terms ad can.. at any padraseaderorathedtesm.tlhatCalmrmeyisste.Anydergsarayesterlbyenacoerafar[heensatirrtofhisAga..shilbepadfenbytheCustansawl ach charges shat beaAo..a [rriirrey. ATHENTILN 6 DIRECTEDTOTtE LJ IMIONOF LIABILITY, INAR ANIY, PDEINTYANDOTTERCON If106 COPEARIED THE AGREEMENT_ Picang a based opal the fdbssig llleq ad papas ass: Iranian vA be deism!. mil, paymaerir aim date of NET 33, ad esdces are Is he paid tiaAOl bank hander. Jl somCamtcP.sKOEFTIntaanaaraferdetailsvahebahawingspatwands.agreement. Ttraaferd[dt be void goat accepted itw aitpeiw thrdy (3OJ drysframthe dotefirst set foils above Toensure hat .JCliaompl.rdhyaw carp ,bihigreepirererts please parfdefhefoaming informations PO is manredto iciible biting: MNO. His signed a nt. satisfies manfeeert CYE5: Pkane reference Ma PO Nastier AR kt�oesaaea�aeptededevea ®rEs:E�esiadhe99tolteaeed billing.it@weld.gov ❑ ND: Pleats nubs. famine d sail ❑ NO Please sdeitvia Thank you for the opportunity to be of service. If there are any questions on the above proposal, please do not hesitate to give me a call at the phone number below. Respectfully, Chance Nixon ll; 19'.-- chance.hixon@jci.com 307-256-3914 .g4 a.;4. BOARD OF COUNTY COMMISSIONERS ATTEST: _ WELD COUNTY, COLORADO BY: reeman, Chair DEC 2 7 2023 [END OF DOCUMENT] Johnson 1/b J 2023 Johnson Controls; Inc. Customer Confidential Do not copy (physically. electronically. or in any other medial without the express written permission of Johnson Page 19 90 19 Controls. Inc. Controls 2o20- 32 I i' ct F Entity Information Entity Name* Entity ID* JOHNSON CONTROLS SECURITY @00000734 SOLUTIONS LLC Contract Name JCI PLANNED SERVICE AGREEMENT Contract Status CTB REVIEW Q New Entity? Contract ID 7689 Contract Lead * JMUNDT Contract Lead Email jmundt@co.weld.co.us Contract Description * 3 YEAR AGREEMENT FOR SERVICES AND METASYS SOFTWARE Contract Description 2 Contract Type * Department AGREEMENT INFORMATION TECHNOLOGY-GIS Amount* $1 3,196.00 Department Email CM - Renewable * InformationTechnologyGI NO S@weldgov.com Automatic Renewal Grant IGA Department Head Email CM- InformationTechnologyGI S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 12/14/2023 12/18/2023 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date" 07/01/2026 Committed Delivery Date Renewal Date Expiration Date* 10/01/2026 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 12/19/2023 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 12/19/2023 12/19/2023 12/19/2023 Final Approval BOCC Approved Tyler Ref # AG 122723 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 12/27/2023 Houstan Aragon From: Sent: To: Subject: Hi Houstan, Jacob Mundt Tuesday, December 19, 2023 11:38 AM Houstan Aragon RE: Chair Signature Block for Contract ID #7689 Per the vendor, please insert a BOCC Chair Signature Block on page 19 of document 7689. The title "budgetary estimate for planned services agreement" is proper and final, according to Chance Hixon, the signatory of the document from the JCI Side. Thanks, -JM From: Houstan Aragon <haragon@weld.gov> Sent: Tuesday, December 19, 2023 11:04 AM To: Jacob Mundt <jmundt@weld.gov> Subject: Chair Signature Block for Contract ID #7689 Attached! Houstan Aragon Deputy Clerk to the Board Clerk to the Board's Office Weld County 1150 O Street Greeley, CO 80631 Tel: (970) 400-4224 Email: haragon(aweld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. rn ityias MEMORANDUM TO: Esther Gesick, Clerk to the Board Oct 14, 2020 FROM: Ryan Rose, Chief Information Officer 3 SUBJECT: Johnson Controls, Inc. Maintenance Agreement Johnson Controls, Inc. provides a software and services to Weld County. The software and services are used by the Building and Grounds department to manage the HVAC controls for the County. The attached agreement between the Board Of County Commissioners and Johnson Controls, Inc. is to extend the agreement for three years. This agreement has been reviewed by Legal. The cost for this request is $8,480.00 and increases 3 percent each year, totaling $26,213.00 over the three years. We ask that the BOCC approve the agreement as submitted. 1 c611,a-e- CV -0 2020-3218 to/2$l2© /0 -.24- "0 .i©ooh BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Johnson Controls, Inc. Support Renewal DEPARTMENT: Information Technology DATE: 10/8/2020 PERSON REQUESTING: Ryan Rose, CIO Brief description of the problem/issue: Johnson Controls, Inc.. provides software and services to Weld County. The software is used by the Building and Grounds department to manage the HVAC controls for the County. This agreement is to extend the license for an additional three years. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The Board has the option to proceed forward with extending this agreement or to terminate it. Recommendation: This vendor specializes in this software. The first year cost for this request is $8,480.00 and increases 3 percent each year, totalling $26,213.00 over the three years. The contract has been reviewed by Legal. Approve Recommendation Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro-Tem Kevin D. Ross Schedule Work Session Diller/Comments: SY JOHNSON CONTROLS CUSTOMER WELD COUNTY CENTENNIAL BLDG LOCAL JOHNSON CONTROLS OFFICE 2600 OLD HAPPY JACK RD CHEYENNE,WY 82001-5846 AGREEMENT START DATE: 11/01/2020 PROPOSAL DATE: 08/17/2020 ESTIMATE NO: 1-18P7RNLZ Partnering with you to deliver value -driven solutions A Planned Service Agreement with Johnson Controls provides you with a customized service strategy designed around the needs of your facility. Our approach features a combination of scheduled, predictive and preventative maintenance services that focus on your goals. As your building technology services partner, Johnson Controls delivers an unmatched service experience delivered by factory -trained, highly skilled technicians who optimize operations of the buildings we work with, creating productive and safe environments for the people within. By integrating our service expertise with innovative processes and technologies, our value -driven planned service solutions deliver sustainable results, minimize equipment downtime and maximize occupant comfort. M E TA S YJohnson / S' Controls BY JOHNSON CONTROLS JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Executive Summary PLANNED SERVICE PROPOSAL FOR WELD COUNTY CENTENNIAL BLDG Dear Customer, We value and appreciate your interest in Johnson Controls as a service provider for your building systems and are pleased to provide a value -driven maintenance solution for your facility. The enclosed proposal outlines the Planned Service Agreement we have developed on your facility. Details are included in the Planned Service Agreement summary (Schedule A), but highlights are as follows: • In this proposal we are offering a service agreement for 3 Years starting 11/01/2020 and ending 10/31/2023. • The agreement price for first year is $8480.00; see Schedule A, Supplemental Price and Payment Terris, for pricing in subsequent years. • The equipment options and number of visits being provided for each piece of equipment are described in Schedule A, Equipment list. As a manufacturer of both mechanical and controls systems, Johnson Controls has the expertise and resources to provide proper maintenance and repair services for your facility. Again, thank you for your interest in Johnson Controls and we look forward to becoming your building technology services partner. Please contact me if you have any questions. Sincerely, Mitchell Wood Service Manager (866) 300-0522 2020 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson *Controls Page 2 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Benefits of Planned Service A Planned Service Agreement with Johnson Controls will allow you to optimize your building's facility performance, providing dependability, sustainability and energy efficiency. You'll get a value -driven solution that fits your specific goals, delivered with the attention of a local service company backed by the resources of a global organization. With this Planned Service Agreement, Johnson Controls can help you achieve the following five objectives: 1. Identify Energy Savings Opportunities Since HVAC equipment accounts for a major portion of a building's energy usage, keeping your system performing at optimum levels may lead to a significant reduction in energy costs. 2. Reduce Future Repair Costs Routine maintenance may maximize the life of your equipment and may reduce equipment breakdowns. , ,KtRx (> .041 ,41147 41147 411, 3. Extend Asset Life Through proactive, factory -recommended maintenance, the life of your HVAC assets may be extended, maximizing the return on your investment. 4. Ensure Productive Environments Whether creating a comfortable place where employees can be productive or controlling a space to meet specialized needs, maintenance can help you achieve an optimal environment for the work that is being accomplished 5. Promote Environmental Health and Safety When proper indoor conditions and plant requirements are maintained, business outcomes may be improved by minimizing sick leave, reducing accidents, minimizing greenhouse gas emissions and managing refrigerant requirements. All of the services we perform on your equipment are aligned with "The 5 Values of Planned Maintenance" and our technicians understand how the work they perform can help you accomplish your business objectives. © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson aJ Controls Page 3 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Personalized Account Management A Planned Service Agreement also provides you with the support of an entire team that knows your site and can closely work with you on budget planning and asset management. Your local Johnson Controls account management team can help guide planned replacement, energy retrofits and other building improvement projects. You'll have peace of mind that an entire team of skilled professionals will be looking out for what is best for your facility and budget. A Culture of Safety Johnson Controls technicians take safety seriously and personally, and integrate it into everything they do. All of our technicians participate in regular and thorough safety training. Because of their personal commitment, we are a leader in the HVAC service industry for workplace safety performance. This means that you do not have to worry about us when we are on your site. Commitment to Customer Satisfaction Throughout the term of your Planned Service Agreement, we will periodically survey you and use your feedback to continue to make improvements to our service processes and products. Our goal is to deliver the most consistent and complete service experience possible. To meet this goal, we've developed and implemented standards and procedures to ensure you receive the ultimate service experience — every time. Energy & Sustainability A more sustainable world one building at a time — Johnson Controls is a company that started more than 125 years ago with a product that reduced energy use in buildings. We've been saving energy for customers ever since. Today, Johnson Controls is a global leader in creating smart environments where people live, work and play, helping to create a more comfortable, safe and sustainable world. The Value of Integrity Johnson Controls has a long, proud history of integrity. We do what we say we will do and stand behind our commitments. Our good reputation builds trust and loyalty. In recognition for our commitment to ethics across our global operations, we are honored to be named one of the World's Most Ethical Companies by Ethisphere Institute, a leading think tank dedicated to business ethics and corporate social responsibility. In addition, Corporate Responsibility Magazine recognizes Johnson Controls as one of the top companies in its annual "100 Best Corporate Citizens" list. © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Controls Page 4 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Service Plan Methodology As part of the delivery of this Planned Service Agreement, Johnson Controls will dedicate a local customer service agent responsible for having a clear understanding of the agreement scope, and your facility procedures and protocols. A high-level overview around our service delivery process is outlined below including scheduling, emergency service, on -site paperwork, communication and performing repairs outside of the agreement scope. Scheduling Preventative maintenance service will be scheduled using our automated service management system. In advance of the scheduled service visit, our technician is sent a notice of service to a smartphone. Once the technician acknowledges the request, your customer service agent will call or e-mail your on -site contact to let you know the start date and type of service scheduled. The technician checks in, wears personal protective equipment, performs the task(s) as assigned, checks out with you and asks for a screen capture signature on the smartphone device. A work order is then e -mailed, faxed or printed for your records. Emergency Services Emergency service can be provided 7 days a week, 24 hours a day, 365 days a year. During normal business hours, emergency service will be coordinated by the customer service agent. After hours, weekends and holidays, the emergency service number transfers to the Johnson Controls after-hours call center and on -call technicians are dispatched as needed. Johnson Controls is committed to dispatching a technician within hours of receiving your call through the service line. A work order is e -mailed, faxed or printed for your records. Depending on the terms of your agreement, you may incur charges for after hour services. Communication A detailed communication plan will be provided to you so you know how often we will provide information to you regarding your Planned Service Agreement. The communication plan will also provide you with your main contacts at Johnson Controls. Approval Process for Non -Covered Items Johnson Controls will adhere to your procurement process. No work will be performed outside of the agreement scope without prior approval. Johnson Controls will work with you closely to ensure your procurement process is followed before any non -covered item work is started. © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson *Controls Page 5 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Summary of Services and Options Comprehensive and Operational Inspections During comprehensive and operational inspections, Johnson Controls will perform routine checks of the equipment for common issues caused by normal wear and tear on the equipment. Additional tests can be run to confirm the equipment's performance. Routine maintenance, such as lubrication, cleaning and tightening connections, can be performed depending on the type of equipment being serviced. Routine maintenance is one of the keys to the five values of maintenance — it can help identify energy saving opportunities, reduce future repair costs, extend asset life, ensure productive environments, and promote health and safety. Metasys Software Subscription We will provide the most recent software release allowed by the hardware and operating systems of your existing computers and servers for the number of years specified. Labor to install the updates is available as an additional option. Keeping your software up-to-date allows you to take advantage of the latest features and enhancements, and helps maintain compatibility with the latest technology on the market. Updating the system software is also a best practice to minimize cybersecurity vulnerabilities. © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson '�� Controls Page 6 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Summary Thank you for considering Johnson Controls as your building technology services partner. The following agreement document includes all the details surrounding your Planned Service Agreement. With planned service from Johnson Controls, you'll get a value -driven solution that can help optimize your building controls and equipment performance, providing dependability, sustainability and energy efficiency. You'll get a solution that fits your specific goals, delivered with the attention of a local service company backed by the resources of a global organization. We'll be your building technology services partner © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Ok Controls Page 7 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Planned Service Agreement Customer Name : Address: Proposal Date: Estimate #: WELD COUNTY CENTENNIAL BLDG 915 10TH ST GREELEY,CO 80631-1117 08/17/2020 1-18P7RNLZ Scope of Service Johnson Controls, Inc. ("JCI") and the Customer (collectively the "Parties") agree Preventative Maintenance Services, as defined in Schedule A ("Services"), will be provided by JCI at the Customer's facility. This Planned Service Agreement, the Equipment List, Supplemental Price and Payment Terms, Terms and Conditions, and Schedules attached hereto and incorporated by this reference as if set forth fully herein (collectively the "Agreement"), cover the rights and obligations of both the Customer and JCI. Extended Service Options for Premium Coverage f Premium Coverage is selected, on -site repair services to the equipment will be provided as specified in this Agreement for the equipment listed in the attached Equipment List. Equipment List Only the equipment listed in the Equipment List will be covered as part of this Agreement. Any changes to the Equipment List must be agreed upon in writing by both Parties. Term / Automatic Renewal This Agreement takes effect on 11/01/2020 and will continue until 10/31/2023 ("Original Term"). The Agreement will automatically renew on a year-to-year basis after the Original Term ends unless the Customer or JCI gives the other written notice it does not want to renew. The notice must be delivered at least (45) days prior to the end of the Original Term or of any renewal period. The Original Term and any renewal periods are sometimes collectively referred to in this Agreement as the "Term". Renewal price adjustments are discussed in the Terms and Conditions. Refrigerant Charges Refrigerant is not included under this Agreement and will be billed separately to the Customer by JCI. © 2020 Johnson Controls; Inc Customer Confidential Do not copy (physically. electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Controls Page 8 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Price and Payment Terms The total Contract Price for JCI's Services during the 1st year of the Original Term is $8480.00. This amount will be paid to JCI in Other installments. Pricing for each subsequent year of a multiyear original term is set forth in the Supplemental Price and Payment Terms. All payments will be due and payable within 30 days of the invoice date and such timely payment by Customer shall be a condition precedent to JCI's obligation to perform its Services. A penalty of one and a half percent (1.5%) of the amount due per month shall accrue for payments received after the payment due date. Renewal price adjustments are set forth in the Terms and Conditions. Invoices will be sent to the following location: WELD COUNTY BLDG & GROUNDS ATTN CHRIS D'OVIDO 915 10TH ST GREELEY,CO 80631 O In lieu of paper invoices sent to the location above, invoices should be emailed to the following email address: This proposal is valid for thirty days from the proposal date. JOHNSON CONTROLS Inc. BOARD OF WELD COUNTY COMMISSIONERS By:Mitchell Wood By: Mike Freeman, Chair Signature Signature: Customer PO#: Title: Date: JCI Branch:JOHNSON CONTROLS CHEYENNE FT. COLLINS CB - 0N49 Address:2600 OLD HAPPY JACK RD CHEYENNE,WY 82001-5846 Branch Phone:(866) 300-0522 Branch Email: © 2020 Johnson Controls, Inc Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Page 9 of 23 Johnson 410 c,ZoaA- 302/e JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Schedule A - Equipment List WELD COUNTY BLDG AND GROUNDS 1105 H ST GREELEY, CO 80631-9147 Controls Software, Supervisory/Server/U1, Johnson Controls, ADX Quantity: 1 Services Provided Coverage Level: Basic 1 ADX 10 -User Site Dir Software Subscription 1 -year - Subscription Only Customer Tao Manufacturer Model # Serial # Controls Software, Supervisory/Server/UI, Johnson Controls, Tools Quantity: 3 Services Provided Coverage Level: Basic 3 Controller Configuration Tool Software Upgrade Customer Tao Manufacturer Model # Serial # Controls Software, Supervisory/Server/UT, Johnson Controls, ADX Quantity: 1 Services Provided Coverage Level: Basic 1 Install ADX software on Custom ADX server Customer Tag Mpufacturer Model # Serial # © 2020 Johnson Controls, Inc Customer Confidential Controls Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Page 10 of 23 Johnson JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Equipment Tasking Controls Software, Supervisory/Server/UI, Johnson Controls, ADX ADX 10 -User Site Dir Software Subscription 1 -year - Subscription Only Install ADX software on Custom ADX server Controller Configuration Tool Software Upgrade Use appropriate eye protection in work environment Use appropriate Head protection on worksite Use appropriate hand gloves on worksite Use and follow the JCI safety policy for Fall Protection while performing work Use and follow the JCI Ladder Safety processes while performing work All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Upgrade ADX software to latest Metasys release Document tasks performed during visit and report any observations to appropriate customer representative Use appropriate eye protection in work environment Use appropriate Head protection on worksite Use appropriate hand gloves on worksite Use and follow the JCI safety policy for Fall Protection while performing work Use and follow the JCI Ladder Safety processes while performing work All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Upgrade custom ADX software to latest Metasys release Document tasks performed during visit and report any observations to appropriate customer representative Controls Software, Supervisory/Server/UI, Johnson Controls, Tools All work must be performed in accordance with Johnson Controls safety policies © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Controls Page 11 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Supplemental Price & Payment Terms (Applies to Multi -Year Contracts Only) Year Yearl Year2 Year3 Total Annual Dollar Amount $8480.00 $8735.00 $8998.00 Payment Frequency Other Other Other © 2020 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronicaly, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson #4 Controls Page 12 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG Special Additions and Exceptions ® 2020 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Controls Page 13 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG TERMS AND CONDITIONS DEFINITIONS CONNECTED EQUIPMENT SERVICES means a data-analytics and monitoring Software platform that uses a cellular or network connection to gather equipment performance data to assist JCI in advising Customer on such equipment's health, performance or potential malfunction. CONTRACT PRICE means the price that Customer shall pay told' for the Services. COVERED EQUIPMENT means the equipment for which Services are to be provided under this Agreement. Covered Equipment is set forth in Schedule A - Equipment List. EQUIPMENT FAILURE means the failure, under normal and expected working conditions, of moving parts or electric or electronic components of the Covered Equipment that are necessary for its operation. PREMISES means those Customer premises where the Covered Equipment is located or Services performed pursuant to this Agreement. REMOTE MONITORING SERVICES means remote monitoring of Covered Equipment and/or systems including building automation, HVAC equipment, and fire alarm, intrusion, and/or other life safety systems for alarm and event notifications using a UL Certified Central Station. REMOTE OPERATIONS CENTER (ROC) is the department at ICI that remotely monitors alarm and industrial (HVAC) process signals. REMOTE OPERATING SERVICES means remote interrogation, modification and/or operation of building automation, HVAC equipment, and/or other Covered Equipment. REPAIR LABOR is the labor necessary to restore Covered Equipment to working condition following an Equipment Failure, but does not include services relating to total equipment replacement due to obsolescence or unavailability of parts. REPAIR MATERIALS are the parts and materials necessary to restore Covered Equipment to working condition following an Equipment Failure, but excludes total equipment replacement due to obsolescence or unavailability of parts, unless excluded from the Agreement. At JCI's option, Repair Materials may be new, used, or reconditioned. SCHEDULED SERVICE MATERIALS are the materials required to perform Scheduled Service Visits on Covered Equipment, unless excluded from the Agreement. SCHEDULED SERVICE VISITS are the on -site labor visits required to perform ICI recommended inspections and preventive maintenance on Covered Equipment. SERVICES are the work, materials, labor, service visits, and repairs to be provided by JCI pursuant to this Agreement except that the Services do not include the Connected Equipment Services or the provision of other software products or digital or cloud services, which are provided under separate terms and conditions referenced in Section P. A. JCI'S SERVICES FOR COVERED EQUIPMENT 1. BASIC COVERAGE means Scheduled Service Visits, plus Scheduled Service Materials (unless excluded from this Agreement). No parts, equipment, Repair Labor or Repair Materials are provided for under BASIC COVERAGE. 2. PREMIUM COVERAGE means BASIC COVERAGE plus Repair Labor, plus Repair Materials (unless excluded from the Agreement). If Customer has ordered PREMIUM COVERAGE, JCI will inspect the Covered Equipment within forty-five (45) days of the date of this Agreement, or as seasonal or operational conditions permit. JCI will then advise Customer if JCI finds any Covered Equipment not in working order or in need of repair. With Customer's approval, JCI will perform the work necessary to put the Covered Equipment in proper working condition, subject to the terms of this Agreement. Customer will pay for such work at JCI's standard rates for parts and labor in effect at the time that the work is performed. If Customer does not want JCI to perform the work identified as necessary by ICI, any equipment thereby affected will be removed from the list of Covered Equipment, and the Contract Price will be adjusted accordingly. Should Customer not make JO's recommended repairs or proceed with the modified PREMIUM COVERAGE, JO reserves the right to invoice Customer for the cost of the initial equipment inspection. 3. EXTENDED SERVICE means Services performed outside JCI's normal business hours and is available only if Customer has PREMIUM COVERAGE. Extended Service is available either 24/5 or 24/7, at Customer's election. The price for Extended Service, if chosen by Customer, is part of the total Contract Price. 4. JO CONNECTED EQUIPMENT SERVICES. Certain equipment sold hereunder includes by default JCI's Connected Equipment Services. If Customer's equipment includes Connected Equipment Services, such services will be on by default and the remote connection will continue to connect to Customer's Equipment through the full equipment Iifecyde, unless Customer specifically requests in writing that JCI disable the remote connection or JCI discontinues or removes such remote connection. For more information on whether your particular equipment includes Connected Equipment Services, a subscription to such services and the cost, if any, of such subscription, please see your applicable order, quote, proposal, or purchase documentation or talk to your JCI sales representative. If Customer's equipment includes Connected Equipment Services, JCI will provide a cellular modem or other gateway device ("Gateway Device") owned by JCI or Customer will supply a network connection suitable to establish a remote connection with Customer's applicable equipment to permit JCI to use Connected Equipment Services to perform first -year and extended warranty services as well as other services, including troubleshooting, quarterly health reports, © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson {� Controls Page 14 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG remote diagnostic and monitoring and aftermarket services. For certain subscriptions, Customer will be able to access equipment information from a mobile or smart device using Connected Equipment Service's mobile or web app. Any Gateway Devices provided hereunder shall remain JCI's property, and JCI may upon reasonable notice access and remove such Gateway Device and discontinue services in accordance with the Software Terms. If Customer does not permit JCI to connect via a connection validated by ICI for the equipment and a service representative must therefore be dispatched to the Customer site, then the Customer will pay JCI at ICI's then -current standard applicable contract regular time and/or overtime rate for services performed by the service representative. Customer acknowledges that, while Connected Equipment Services generally improve equipment performance and services, Connected Equipment Services does not prevent all potential malfunction, Insure against all loss or guarantee a certain level of performance and that JCI shall not be responsible for any injury, loss, or damage caused by any act or omission of JCI related to or arising from the monitoring of the equipment under Connected Equipment Services. 5. REMOTE MONITORING SERVICES OR REMOTE OPERATING SERVICES. If Remote Monitoring Services or Remote Operating Services are provided, Customer agrees to furnish JCI with a list of the names, titles, addresses, email addresses, and phone numbers of all persons authorized to be contacted by, or be able to contact the ROC to perform specific agreed upon actions with the appropriate authority. If ICI's Services include "Remote Monitoring Services with Open and Close," Customer also agrees to furnish ICI with Customer's daily and holiday opening and closing schedules. Customer agrees to maintain and update the call lists with accurate information. Customer further agrees to notify JCI of such changes as soon as possible. JCl/ROC is not responsible to find new contacts/numbers if the contacts on the call lists cannot be reached. A maximum of three contacts are allowed for any time of the day. If none of those contacts can be reached, then neither JCI nor the ROC are responsible for damages. Customer is responsible for any and all costs and expenses arising from Customer's failure to provide timely updates for any of the contact information submitted to the ROC. 6. CUSTOMER SERVICE INFORMATION PORTAL. Customer may be able to utilize JCI's Customer Service Information Portal during the term of the Agreement, pursuant to the then applicable Terms of Use Agreement. B. OUT OF SCOPE SERVICES If, during any Service Visit, JCI detects a defect in any of Customer's equipment that is not Covered Equipment under this Agreement (an "Out of Scope Defect"), JCI may (but shall have no obligation to) notify Customer of such Out of Scope Defect. If Customer elects for JCI to repair such Out of Scope Defect, or if JCI otherwise performs any Services or provides any materials, parts, or equipment outside the scope of the Services (collectively, "Out of Scope Services"), Customer shall direct 1O to perform such Out of Scope Services in writing, and Customer shall pay for such Out of Scope Services at ICI's standard fees or hourly rates. Any Out of Scope Services performed by ICI at the direction of Customer pursuant to this Section shall be subject to the terms of this Agreement. C. EXCLUSIONS ICI's Services and warranty obligations expressly exclude: (a) the repair or replacement of ductwork, casings, cabinets, structural supports, tower fill/slats/basin, hydronic and pneumatic piping, and vessels, gaskets, and piping not normally replaced or maintained on a scheduled basis, and removal of oil from pneumatic piping; (b) disposal of hazardous wastes (except as otherwise expressly provided herein); (c) disinfecting of chiller condenser water systems and other components for biohazards, such as but not limited to, Legionella unless explicitly set forth in the scope of services between the parties. Unless explicitly provide for within the scope of services, this is Out of Scope Services and the Customer's exclusive responsibility to make arrangements for such services with a provider other than JCI. Mentions of chiller tube cleaning, condenser cleaning, cooling tower cleaning or boiler tube cleaning in any scope of services, only involve work to remove normal buildup of debris and scale using tube brush cleaning, pressure washing or acid flushing. Reference to such cleaning does not include chemical cleaning, disinfection or chemical water treatment required to eliminate, control or disinfect against biohazards such as but not limited to Legionella; (d) refrigerant; supplies, accessories, or any items normally consumed during the use of Covered Equipment, such as ribbons, bulbs and paper; (e) the furnishing of materials and supplies for painting or refinishing equipment; (f) the repair or replacement of wire in conduit, burled cable/transmission lines, or the like, if not normally replaced or maintained on a scheduled basis; (g) replacement of obsolete parts; and (h) damages of any kind, including but not limited to personal injury, death, property damage, and the costs of repairs or service resulting from: • abuse, misuse, alterations, adjustments, attachments, combinations, modifications, or repairs to Covered Equipment not performed, provided, or approved in writing by JCI; • equipment not covered by this Agreement or attachments made to Covered Equipment; • acts or omissions of the Customer, including but not limited to the failure of the Customer to fulfill the Customer Obligations and Commitments to JCI as described in Section F of this Agreement, operator error, Customer's failure to conduct preventive maintenance, issues resulting from Customer's previous denial of JCI access to the Covered Equipment, and Customer's failure to keep the site clean and free of dust, sand, or other particles or debris, unless such conditions are previously expressly acknowledged by ICI in writing; • use of the Covered Equipment in a manner or environment, or for any purpose, for which it was not designed by the manufacturer; • site -related and environmental conditions, including but not limited to power failures and fluctuations in electrical current (or "power surges") and biohazards such as but not limited to Legionella associated with condenser water, cooling tower systems and subcomponent systems; • the effects of erosion, corrosion, acid cleaning, or damage from unexpected or especially severe freezing weather; © 2020 Johnson Controls, inc, Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson 1� Controls Page 15 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG • issues or failures not specifically covered by this Agreement; or • occurrences beyond JCI's reasonable control and without JCI's fault or negligence. D. PAYMENT TERMS; PRICE ADJUSTMENTS Fees and other amounts due hereunder are due upon receipt of the invoice and shall be paid by Customer within thirty (30) days. Such payment is a condition precedent to JCI's obligation to perform Services under the Agreement. Any invoice disputes must be Identified in writing by Customer within 21 days of the date of invoice. Payments of any disputed amounts are due and payable upon resolution. All other amounts remain due within 30 days. Failure by Customer to make payments when due will give JCI, without prejudice to any other right or remedy, the right to: (i) to stop performing any Services, withhold deliveries of Equipment and other materials, terminate or suspend any software licenses provided hereunder and/or terminate this Agreement; and (ii) charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one-half (1.5) percent per month or the maximum rate permitted under applicable law, until payment is made in full. In the event of Customer's default, the balance of any outstanding amounts will be immediately due and payable. JCI may increase prices upon written notice to the Customer to reflect increases in material and labor costs. Customer has 30 days to terminate the agreement after notice of the increase in prices without penalty. In issuing any purchase order related to this Agreement, and notwithstanding any language to the contrary therein, Customer acknowledges and agrees that any and all JCI invoices for an amount greater than $25,000 shall be paid only via wire transfer, check, or money order. If this Agreement is renewed, JCI will provide Customer with notice of any adjustments in the Contract Price applicable to any renewal period no later than sixty (60) days prior to the commencement of that renewal period. Unless Customer terminates the Agreement at least thirty (30) days prior to the start of such renewal period, the adjusted price shall be the price for the renewal period. E. WARRANTIES id warrants its Services will be provided in a good and workmanlike manner for 90 days from the date of Services. if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re -perform any non -conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that equipment manufactured or labeled by Johnson Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of 90 days. If JCI installs or furnishes a piece of equipment under this Agreement, and that equipment is covered by a warranty from a manufacturer other than JCI, JCI will transfer the benefits of that manufacturer's warranty, if any, to Customer and such warranty remedies are exclusive for that equipment. All transportation charges incurred in connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at ICI's option) the defective equipment. These warranties do not extend to any Services or equipment that have been misused, altered, or repaired by Customer or third parties without the supervision of and prior written approval of JCI, or if JCI serial numbers or warranty decals have been removed or altered. All replaced parts or equipment shall become JCI's property. This warranty is not assignable. Warranty service will be provided during normal business hours, excluding holidays. The remedies set forth herein shall be Customer's sole and exclusive remedy with regards to any warranty claim under this Agreement. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES ARE JCI'S SOLE WARRANTIES AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JCI makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity. F. CUSTOMER OBLIGATIONS AND COMMITMENTS TO JCI 1. Customer warrants it has given JCI all information concerning the condition of the Covered Equipment. The Customer agrees and warrants that, during the Term of this Agreement, Customer will: (1) operate the Covered Equipment according to the manufacturer's and/or JCI's recommendations; (2) keep accurate and current work logs and information about the Covered Equipment as recommended by the manufacturer and/or JCI; (3) provide an adequate environment for Covered Equipment as recommended by the manufacturer and/or JCI, including, but not limited to adequate space, electrical power, water supply, air conditioning, and humidity control; (4) notify JCI immediately of any Covered Equipment malfunction, breakdown, or other condition affecting the operation of the Covered Equipment; (5) provide JCI with safe access to its Premises and Covered Equipment at all reasonable and necessary times for the performance of the Services; (6) allow JCI to start and stop, periodically turn off, or otherwise change or temporarily suspend equipment operations so that JCI can perform the Services required under this Agreement; (7) as applicable, provide proper condenser, cooling tower and boiler water treatment for the proper functioning of Covered Equipment and protect against any environmental Issues and instances of biohazards such as but not limited to Legionella; (8) carefully and properly set and test the intrusion alarm system each night or at such other time as Customer shall close the Premises; (9) obtain all necessary licenses and permits required for and pay all taxes associated with the Services; (10) notify JCI immediately of any claimed inadequacy in, or failure of, the Covered Equipment or other condition affecting the operation of the Covered Equipment; (11) furnish any necessary 110 volt A/C power and electrical outlets at its expense; (12) properly maintain, repair, service, and assure the proper operation of any other property, system, equipment, or device of Customer or others to which the Covered Equipment may be attached or connected, in accordance with manufacturer recommendations, insurance carrier requirements, or the requirements of any fire rating bureau, agency, or other authorities having jurisdiction thereof; © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. /i1 Johnson '' If Controls Page 16 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG (13) not tamper with, alter, adjust, disturb, injure, remove, or otherwise interfere with any Covered Equipment (including any related software) and not permit the same to be done; and (14) refrain from causing false alarms, and reimburse JCI for any fine, penalty, or fee paid by or assessed against JCI by any governmental or municipal agency as a result thereof. (15) be solely responsible for the establishment, operation, maintenance, access, security and other aspects of Its computer network ("Network") and shall supply JCI secure Network access for providing its services. Products networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access. (16) take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively "Data") prior to receiving the service or products. 2. Customer acknowledges and understands that unless water treatment for biohazards (such as Legionella) is explicitly included in the services JCI is providing, it Is Customer's responsibility to provide such treatment. Customer also acknowledges that its failure to meet the above obligations will relieve JCI of any responsibility for any Covered Equipment breakdown, or any necessary repair or replacement of any Covered Equipment. If Customer breaches any of these obligations, JCI shall have the right, upon written notice to Customer, to suspend its Services until Customer cures such breach. In addition, Customer shall be responsible for paying or reimbursing JCI for any costs associated with corrective work required as a result of Customer's breach of these obligations. G. INSURANCE Customer is responsible for obtaining all insurance coverage that Customer believes Is necessary to protect Customer, Customer's property, and persons in or on the Premises, including coverage for personal injury and property damage. THE PAYMENTS CUSTOMER MAKES UNDER THIS AGREEMENT ARE NOT RELATED TO THE VALUE OF THE PREMISES, CUSTOMER'S PROPERTY OR POSSESSIONS, OR THE PERSONS OCCUPYING OR AT ANY TIME PRESENT IN OR ON THE PREMISES, BUT RATHER ARE BASED ON THE COST OF THE SYSTEM AND THE SERVICES, AND TAKE INTO CONSIDERATION THE PROTECTION AFFORDED TO JCI UNDER THIS AGREEMENT. Customer understands that the Services and the Covered Equipment are designed to reduce, but not eliminate, certain risks. JCI does not guaranty that neither the Services nor Covered Equipment will prevent personal injury, unauthorized entrances or fire and smoke damage to the Premises. Customer further agrees that Customer has read and understands the terms and conditions of this Agreement, H. INDEMNITY As permitted under Colorado law, JCI and Customer shall each indemnify the other party and its officers, agents, directors, and employees, from any and all damages, losses, costs and expenses arising out of third party claims, demands, or suits for bodily injury (including death) or damage to tangible property to the extent arising out of the negligence or intentional misconduct of the indemnifying party or its employees or agents. Customer expressly agrees that JCI shall be responsible for injury, damage, or loss only to the extent caused directly by ICI's negligence or intentional misconduct. The obligations of JCI and Customer under this section are further subject to sections I and J below. I. UMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JCI AND ITS AFFIUATES AND THEIR RESPECTIVE PERSONNEL, SUPPLIERS AND VENDORS ("1C1 PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY: (1) SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES; (2) LOST PROFITS, REVENUES, DATA, CUSTOMER OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; (3) BUSINESS INTERRUPTION; OR (4) DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE, CYBER ATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS. IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF THE JCI PARTIES UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO $250,000. CUSTOMER UNDERSTANDS THAT JCI IS NOT AN INSURER REGARDING THE WORK OR THE SERVICES. JCI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM FIRE SAFETY OR SECURITY EQUIPMENT THAT FAILS TO PERFORM PROPERLY OR FAILS TO PREVENT A CASUALTY OR LOSS © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson a° Controls Page 17 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG J. FORCE MAJEURE JO shall not be liable, nor in breach or default of its obligations under this Agreement, for delays, interruption, failure to render services, or any other failure by JCI to perform an obligation under this Agreement, where such delay, interruption or failure is caused, in whole or in part, directly or indirectly, by a Force Majeure Event. A "Force Majeure Event" is a condition or event that is beyond the reasonable control of JCI, whether foreseeable or unforeseeable, including, without limitation, acts of God, severe weather (including but not limited to hurricanes, tornados, severe snowstorms or severe rainstorms), wildfires, floods, earthquakes, seismic disturbances, or other natural disasters, acts or omissions of any governmental authority (including change of any applicable law or regulation), epidemics, pandemics, disease, viruses, quarantines, or other public health risks and/or responses thereto, condemnation, strikes, lock -outs, labor disputes, an increase of 5% or more in tariffs or other excise taxes for materials to be used on the project, fires, explosions or other casualties, thefts, vandalism, civil disturbances, insurrection, mob violence, riots, war or other armed conflict (or the serious threat of same), acts of terrorism, electrical power outages, interruptions or degradations in telecommunications, computer, network, or electronic communications systems, data breach, cyber-attacks, ransomware, unavailability or shortage of parts, materials, supplies, or transportation, or any other cause or casualty beyond the reasonable control of JCI. IfJCI's performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JCI shall be excused from performance under the Agreement. Without limiting the generality of the foregoing, if JCI is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event, JCI will be entitled to extend the relevant completion date by the amount of time that id was delayed as a result of the Force Majeure Event, plus such additional time as may be reasonably necessary to overcome the effect of the delay. To the extent that the Force Majeure Event directly or indirectly increases ICI's cost to perform the services, Customer is obligated to reimburse JCI for such increased costs, including, without limitation, costs incurred by JCI for additional labor, inventory storage, expedited shipping fees, trailer and equipment rental fees, subcontractor fees or other costs and expenses incurred by JO in connection with the Force Majeure Event. K. RESOLUTION OF DISPUTES If a dispute arises under this Agreement, the parties shall promptly attempt in good faith to resolve such dispute by negotiation. In the event the dispute is unable to be resolved, either party may decide to file an action in a court of competent jurisdiction. L. TERMINATION 1. Remote Monitoring Services and Remote Operating Services may be immediately canceled by either party if JCI's Remote Operations Center, connecting wires, or monitoring systems are destroyed by fire or other catastrophe, or where the Premises are so substantially damaged that It is impractical to continue Services. 2. If either party fails to perform any of its obligations under this Agreement, the other party shall provide written notice thereof to the party alleged to be in default. Should the party alleged to be in default fail to respond in writing or take action to cure the alleged default within ten (10) days of receiving such written notice, the notifying party may terminate this Agreement by providing written notice of such termination. 3. JCI may terminate this Agreement and discontinue any Services if JCI is unable to obtain or continue to support technologies, equipment or component parts that are discontinued, become obsolete or are otherwise not commercially available. JCI will not be liable for any damages or subject to any penalty as a result of any such termination. 4. Upon termination of this Agreement for any reason, Customer shall pay to JCI all undisputed amounts owed through the date of termination within thirty (30) days of such termination. Customer shall also provide ICI with reasonable access to the Premises to remove the Gateway Device and any other JCI property and to un-program any intrusion, fire, or life safety system, as applicable. 5. If the Agreement Is for a multi -year term, either party may terminate the Agreement after the first full year of Services by giving the other party no less than forty-five (45) days written notice; provided, however, that if Customer has ordered PREMIUM COVERAGE, Customer may terminate the Agreement only upon JCI's written consent. M. ASBESTOS, MOLD, BIOAHAZARDS, AND HAZARDOUS MATERIALS "Hazardous Materials" means any material or substance that, whether by its nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous substance, pollutant, or contaminant under any local, state, or federal law, regulation, or ordinance relating to or addressing public and employee health and safety and protection of the environment, or which is toxic, explosive, corrosive, flammable, radioactive, carcinogenic or otherwise hazardous or which is or contains petroleum, gasoline, diesel, fuel, another petroleum hydrocarbon product or polychlorinated biphenyls. "Hazardous Materials" specifically includes mold, lead -based paints, biohazards such as but not limited to Legionella and asbestos -containing materials ("ACM"). Neither Customer nor JCI desires to or is licensed to undertake direct obligations relating to the identification, abatement, cleanup, control, removal or disposal of ACM. © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Si Controls Page 18 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG ICI will be responsible for removing or disposing of any Hazardous Materials that it uses in providing the Services ("JCI Hazardous Materials") and for the remediation of any areas affected by the release of JCI Hazardous Materials. For other Hazardous Materials that may be present at its facilities ("Non -1C' Hazardous Materials"), Customer shall supply JCI with any information in its possession relating to the presence of Hazardous Materials if their presence may affect JCI's performance of the Services. If either Customer or ICI becomes aware of or suspects the presence of Non-JCI Hazardous Materials that may interfere with JCI's Services, it shall immediately stop the Services in the affected area and notify the other party. As between Customer and ICI, Customer shall be responsible at its sole expense for removing and disposing of Non -ICI Hazardous Materials from Its facilities and for the remediation of any areas impacted by the release of the Non -ICI Hazardous Materials and must provide a certificate of abatement before JCI will be obligated to perform or continue its Services, unless JCI had actual knowledge that Non-JCI Hazardous Materials were present and acted in disregard of that knowledge, in which case (i) JCI shall be responsible at Its sole expense for the remediation of any areas impacted by its release of such Hazardous Materials, and (ii) Customer shall remain responsible at its sole expense for the removal of Hazardous Materials that have not been released and for releases not resulting from ICI's performance of the Services. N. CUSTOMER DATA Customer data obtained from the Services is owned by and shall belong to Customer. JCI will access and use Customer data to provide Services to Customer. Except as set forth herein, JCI will not disclose to any third party any individual Customer data acquired through performance of the Services without Customer's consent. JCI shall retain all rights to any intellectual property, data, materials and products created as a result of its performance of Services. O. ICI'S INTELLECTUAL PROPERTY JCI shall retain all right, title and interest in any (a) work provided to Customer, including without limitation, all software source and object code, documentation, technical information or data, specifications and designs and any changes, improvements or modifications thereto ("Deliverables"), and (b) Know -How (defined below) employed by JCI in the creation of the Deliverables or performance of the Services, whether known to JCI prior to, or developed or discovered or acquired in connection with, the performance of Its obligations under this agreement. Ownership of all Deliverables and Know -How shall vest solely in ICI and no Deliverables shall be deemed "works made for hire." Without limiting the generality of the foregoing, ownership of all source files used in the course of performing the Services shall remain the exclusive property of JCI. For purposes of this Agreement, "Know -How" means any know-how, processes, techniques, concepts, methodologies, tools, analytical approaches, database models and designs, discoveries, and ideas furnished, produced by, developed, or used by JCI in the creation or provision of the Deliverables or in the performance of the Services, and any changes, improvements, or modifications thereto or derivatives thereof. P. SOFTWARE AND DIGITAL SERVICES Use, Implementation, and deployment of the software and hosted software products ("Software") offered under these terms shall be subject to, and governed by, JCI's standard terms for such Software and Software related professional services in effect from time to time at https://www.johnsoncontrols.com/techterms (collectively, the "Software Terms"). Applicable Software Terms are incorporated herein by this reference. Other than the right to use the Software as set forth in the Software Terms, JCI and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Software and improvements to the Software. The Software that is licensed hereunder is licensed subject to the Software Terms and not sold. Q. MISCELLANEOUS PROVISIONS 1. All notices required to be given hereunder shall be in writing and shall be considered properly given if: (a) delivered in person, (b) sent via the United States Postal Service, postage prepaid, registered or certified with return receipt requested, (c) sent by overnight delivery service (e.g., FedEx, UPS), or (d) sent by facsimile, email or other electronic means and confirmed by facsimile, return email or telephone. 2. This Agreement may not be assigned by either party without the other party's prior written consent. JCI shall also seek Customer's written consent before subcontracting any portion of the services under this agreement. This Agreement shall be subject to and governed by the laws of the State where the Services are performed. 3. If any provision of this Agreement is found to be invalid, Illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 4. This Agreement is the entire contract between JCI and Customer and supersedes any prior oral understandings, written agreements, proposals, or other communications between the parties. 5. Customer acknowledges and agrees that any purchase order issued by Customer in connection with this Agreement is intended only to establish payment authority for Customer's internal accounting purposes and shall not be considered to be a counteroffer, amendment, modification, or other revision to the terms of this Agreement. No term or condition included or referenced in Customer's purchase order will have any force or effect and these terms and conditions shall control. Customer's acceptance of any Services shall constitute an acceptance of these terms and conditions. Any proposal for additional or different terms, whether in Customer's purchase order or any other document, unless expressly accepted in writing by JCI, is hereby objected to and rejected. @ 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson 'Ok Controls Page 19 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG 7. If there are any changes to Customer's facilities or operations, or to applicable regulations, laws, codes, taxes, or utility charges, that materially affect JCI's performance of the Services or its pricing thereof, fa shall have the right to an equitable and appropriate adjustment to the scope, pricing, and other affected terms of this Agreement. 8. No claim or cause of action, whether known or unknown, shall be brought against JO more than one year after the claim first arose. Except as provided for herein, ICI's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. 9. At all times for the duration of this contract, XI must maintain at all times Workers Compensation Insurance, Commercial General Liability Insurance and Professional Liability Insurance. 10. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the Immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson V% (� Controls Page 20 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG ADDENDUM TO PSA TERMS AND CONDITIONS FOR MONITORING OF INTRUSION, FIRE AND OTHER SAFETY SYSTEMS If Remote Monitoring Services explicitly includes remote fire alarm monitoring, security alarm monitoring or video monitoring in the scope of work or customer charges, the Agreement is hereby modified and amended to include the terms and provisions of this Addendum to the PSA for Monitoring of Intrusion, Fire and Safety Systems (the "Addendum"). Capitalized terms that are not defined herein, shall have the meaning given to them in the Agreement. In the event of a conflict between the terms and conditions of this Addendum and those appearing in the Agreement, the terms and conditions of this Addendum shall prevail. 1. Remote Monitoring of Alarm Signals. If JCI receives an emergency alarm signal at JCI's ROC, ICI shall endeavor to notify the appropriate police or fire department, or other emergency response agency having jurisdiction and ICI shall endeavor to notify Customer or its designated representative by email unless instructed to do otherwise by Customer in writing and/or based on standard operating procedures for the ROC. JO, upon receipt of a non -emergency signal from the Premises, shall endeavor to notify Customer's representative pursuant to Customer's written instructions, defaulting to email or text notification. Customer acknowledges that if the signals transmitted from the Premises will be monitored in a monitoring facility not operated by JCI, the personnel in such monitoring facilities are not the agents of JCI, nor does JCI assume any responsibility for the manner in which such signals are monitored or the response to such signal. 2. Remote Monitoring Services Pricing. Remote Monitoring Services shall be provided by JCI if the Agreement includes a charge for such Service. If such Service is purchased, idl will monitor the number of alarms for the Premises and the initial charge is based on the pricing agreed to by the parties, subject to the terms and conditions of this Addendum. If the number of alarms produced at the Premises goes beyond the contracted number of alarms in a month, Customer will be billed an overage fee. 3. Communications Media. Customer acknowledges that monitoring of Covered Equipment requires transmission of signals over standard telephone lines and/or the Internet and that these modes of transmission may be interrupted, circumvented, or compromised, in which case no signal can be transmitted from the Premises to the monitoring facility. Customer understands that to allow the monitoring facility to be aware of such a condition, additional or alternative protection can be installed, such as line security devices, at Customer's cost and expense and for transmission via telephone line only. Customer acknowledges it is aware that line security devices are available and, unless expressly identified in Schedule A - Equipment List, has declined to purchase such devices. Customer further acknowledges that such additional protection is not available for Internet transmission under this Agreement. 4. False/Unnecessary Alarms; Service Calls. At JCI's option, an additional fee may be charged for any false alarm or unnecessary Service Visit caused or necessitated by Customer. In addition, Customer shall be fully responsible and liable for fines, penalties, assessments, taxes, fees or charges imposed by a governmental body, telephone, communication, or signal transmission company as the result of any false alarm and shall reimburse JCI for any costs incurred by JCI in connection therewith. Customer shall operate the system carefully so as to avoid causing false alarms. False alarms can be caused by severe weather or other forces beyond the control of JCI. If an undue number of false alarms are received by JCI, in addition to any other available remedies available to JCI, JCI may terminate this Agreement and discontinue any Service(s) and seek to recover damages. If an agent is dispatched, by a governmental authority or otherwise, to respond to a false alarm, where the Customer, or any other party has intentionally, accidentally or negligently activated the alarm signal, Customer shall be responsible for and pay any and all fees and/or fines assessed with respect to the false alarms and pay to JCI the additional charges and costs incurred by it from a false alarm. If the Customer's system has a local audible device, Customer authorizes ICI to enter the Premises to turn off the audible device if JCI is requested or ordered to do so by governmental authorities, neighbors or anyone else and Customer will pay JCI its standard service call charge for each such visit. Police agencies require repair of systems which cause false dispatches. Customer shall maintain the equipment necessary for JCI to supply the Services and Customer shall pay all costs for such maintenance. At least monthly, Customer will test the system's protective devices and send test signals to the ROC for all monitoring equipment in accordance with instructions from JCI or the ROC. Customer agrees to test the monitoring systems, including testing any ultrasonic, microwave, infrared, capacitance or other electronic equipment prior to the end of each month and will immediately report to JCI if the equipment fails to respond to the test. Customer shall make any necessary repairs as soon after receipt of notice as is reasonably practical. Customer shall at all times be solely responsible for maintaining any sprinkler system in good working order and provide adequate heat to the Premises. 5. Remote Monitoring of Video Monitoring Services. During the Term, JCI's sole and only obligation arising from the inclusion of Video Monitoring Services in any Service offering shall be to monitor the digital signals actually received by JCI at its ROC from means of the Video System and upon receipt of a digital signal indicating that an alarm condition exists, to endeavor, as permitted try law, to notify the police or other municipal authority deemed appropriate in JCI's absolute discretion and to such persons Customer has designated in writing to JCI to receive notification of such alarm condition as set forth herein.. No alarm installation, repair, maintenance or guard responses will be provided under this Video Monitoring Services option. JCI may, without prior notice to Customer, in response to applicable law or insurance requirements, revise, replace, discontinue and/or rescind its response policies and procedures. a. Inception and conclusion of service. Video Monitoring shall be provided by ICI if this Agreement includes a charge for Video Monitoring Services. If such Video Monitoring Service is purchased, Video Monitoring Services will begin when the Video System Is installed and operational, and when the necessary communications connection is completed. No obligation for the provision of this Video Monitoring Service will commence until these requirements are met. b. Customer Equipment. Customer shall obtain, at its own cost and expense: (a) the equipment necessary to connect to ICI's ROC; and (b) whatever permission, permits or licenses that may be necessary from all persons, governmental authorities, utility, and any other related service providers in connection with the Services. The video system to be used by the Customer is intended to produce and transmit video images (the "Video System Images") of the Premises to the ROC (the "Video System"). JCI makes no promise, warranty or representation that the video system will operate as Intended. Customer further agrees that, notwithstanding any role or participation by JCI in Video System and Video System Images, JCI shall have no responsibility or obligation with regard to Customer, the Video System or any other Customer equipment. c. System Location. The Video System related cameras shall be located and positioned by Customer along with attendant burglary digital alarm signal(s). Customer shall ensure that the Video System related cameras will be positioned and located such that it will only produce or © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc Johnson Controls Page 21 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG capture Video System Images of areas of the Premises. Customer will provide adequate Illumination under all operating conditions for the proper viewing of the cameras. Customer acknowledges and agrees that JCI has exercised no control over, or participated in locating or positioning the Video System related camera including, but not limited to selecting what areas, locations, things or persons that the Video System Images may depict or capture. d. Images. Customer shall be solely responsible for the Video System Images produced or captured by the Video System, and the Video System Images resulting there from, including, but not limited to, any claims of any person depicted in a Video System image, including but not limited to, any claim by such person that his or her privacy has been invaded or intruded upon or his or her likeness has been misappropriated. Any duty to obtain the consent or permission of any person depicted in a Video System image to have his or her likeness to be depicted, received, transmitted or otherwise used, and the duty to determine and comply with any and all applicable laws, regulations, standards and other obligations that govern the legal, proper and ethical use of video capturing devices, such as the Video System, including, but not limited to, notification that the Video System is in use at the Premises, shall be the sole responsibility of the Customer. JCI agrees to make Video System Images available to Customer upon their request. JCI makes no promise, warranty or representation as to the length of time that it retains Video Images, or the quality thereof. e. Video System Signals. When a signal from the Video System is received, id reserves the right to verify all alarm signals before notifying emergency personnel, and may choose not to notify emergency personnel if it has reason to believe, in its sole discretion, that an emergency condition does not exist. id will first attempt to verify the nature of the emergency by using visual verification and/or the two-way voice system (if applicable) of the Video System included in Customer's system. If ICI determines that an emergency condition exists, JCI will endeavor to notify the proper police or emergency contact on a notification call list provided in writing by Customer to ICI, or its designee. When a non -emergency signal is received, JCI will attempt to contact the first available Customer representative on the notification call list but will not notify emergency authorities, this notification will be in the form of email or text and follow ROC processes. If the customer requires phone calls to the call list for any emergency or non -emergency situation, the customer will need to make this request in writing. Customer authorizes and directs JCI, as its agent, to use its full discretion in causing the arrest or detention of any person or persons on or around the premises who are not authorized by Customer. JCI WILL NOT ARREST OR DETAIN ANY PERSON. f. Recordings. Customer consents to the tape recording of all telephonic communications between the Premises and JCI. JCI will have no liability arising from recording (or failure to record) or publication of any two-way voice communications, other video recordings or their quality. JCI shall have no liability in connection with Video System or the Video System Images, including, but not limited to, any failure, omission, negligence or other act by JCI, or any of its officers, employees, representatives, agents, contractors, or any other third party in connection with the receipt (or failure of receipt), transmission, reading, interpreting, or response to any Video Image. 6. Risk of Loss Is Customer's. JO does not represent or warrant that the Services will prevent any loss by burglary, holdup, fire or otherwise, or that the Services will in all cases provide the protection for which it is installed or intended, or that the Services will be uninterrupted or error -free. Customer assumes all risk of loss or damage to the Premises being monitored and to its contents, whether belonging to Customer or others; and has not relied on any representations and warranties of JCI, express or implied, except as specifically set forth in this Agreement. Further, expressly excluded from this Agreement are the warranties of merchantability or fitness or suitability for a particular purpose. 7. JCI'S RECEIPT OF ALARM SIGNALS, ELECTRONIC DATA, VOICE DATA OR IMAGES (COLLECTIVELY, "ALARM SIGNALS") FROM THE EQUIPMENT OR SYSTEM INSTALLED IN THE PREMISES IS DEPENDENT UPON PROPER TRANSMISSION OF SUCH ALARM SIGNALS. JCI'S ROC CANNOT RECEIVE ALARM SIGNALS WHEN THE CUSTOMER'S TELCO SERVICE OR OTHER TRANSMISSION MODE IS NOT OPERATING OR HAS BEEN CUT, INTERFERED WITH, OR IS OTHERWISE DAMAGED, OR IF THE ALARM SYSTEM IS UNABLE TO ACQUIRE, TRANSMIT OR MAINTAIN AN ALARM SIGNAL OVER CUSTOMER'S TELCO SERVICE OR TRANSMISSION MODE FOR ANY REASON INCLUDING BUT NOT UMITED TO NETWORK OUTAGE OR OTHER NETWORK PROBLEMS SUCH AS CONGESTION OR DOWNTIME, ROUTING PROBLEMS, OR INSTABILITY OF SIGNAL QUALITY. CUSTOMER UNDERSTANDS THAT SIGNAL TRANSMISSION FAILURE MAY OCCUR OVER CERTAIN TYPES OF TELCO SERVICES SUCH AS SOME TYPES OF DSL, ADSL, VOIP, DIGITAL PHONE, INTERNET PROTOCOL BASED PHONE OR OTHER INTERNET INTERFACE -TYPE SERVICE OR RADIO SERVICE, INCLUDING CELLULAR, WIRELESS OR PRIVATE RADIO, OR CUSTOMER'S PROPRIETARY TELCOMMUNICATION NETWORK, INTRANET OR IP-PBX, OR OTHER THIRD -PARTY EQUIPMENT OR VOICE/DATA TRANSMISSION NETWORKS OR SYSTEMS OWNED, MAINTAINED OR SERVICED BY CUSTOMER OR THIRD PARTIES, F: (1) THERE IS A LOSS OF NORMAL ELECTRIC POWER TO THE MONITORED PREMISES OCCURS (THE BATTERY BACK-UP FOR JCI'S ALARM PANEL DOES NOT POWER CUSTOMER'S COMMUNICATION FACILITIES OR TELCO SERVICE); OR (2) ELECTRONIC COMPONENTS SUCH AS MODEMS MALFUNCTION OR FAIL CUSTOMER UNDERSTANDS THAT JCI WILL ONLY REVIEW THE INITIAL COMPATIBILITY OF THE ALARM SYSTEM WITH CUSTOMER'S TELCO SERVICE AT THE TIME OF INITIAL INSTALLATION OF THE ALARM SYSTEM AND THAT CHANGES IN THE TELCO SERVICE'S DATA FORMAT AFTER ICI'S INITIAL REVIEW OF COMPATIBILITY COULD MAKE THE TELCO SERVICE UNABLE TO TRANSMIT ALARM SIGNALS TO JCI'S ROC. IF JCI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS COMPATIBLE, JO WILL PERMIT CUSTOMER TO USE ITS TELCO SERVICE AS THE PRIMARY METHOD OF TRANSMITTING ALARM SIGNALS, ALTHOUGH CUSTOMER UNDERSTANDS THAT JCI RECOMMENDS THAT CUSTOMER ALSO USE AN ADDITIONAL BACK-UP METHOD OF COMMUNICATION TO CONNECT CUSTOMER'S ALARM SYSTEM TO JO'S ROC REGARDLESS OF THE TYPE OF TELCO SERVICE USED. CUSTOMER ALSO UNDERSTANDS THAT IF ICI DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER'S TELCO SERVICE IS, OR LATER BECOMES, NON -COMPATIBLE, OR IF CUSTOMER CHANGES TO ANOTHER TELCO SERVICE THAT IS NOT COMPATIBLE, THEN JCI WILL REQUIRE THAT CUSTOMER USE AN ALTERNATE METHOD OF COMMUNICATION ACCEPTABLE TO JCI AS THE PRIMARY METHOD TO CONNECT CUSTOMER'S ALARM SYSTEM TO JCI'S ROC. JCI WILL NOT PROVIDE FIRE OR SMOKE ALARM MONITORING FOR CUSTOMER BY MEANS OTHER THAN AN APPROVED TELCO SERVICE AND CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR ASSURING THAT IT USES APPROVED TELCO SERVICE FOR ANY SUCH MONITORING AND THAT IT COMPLIES WITH NATIONAL ARE ALARM STANDARDS AND LOCAL FIRE CODES. CUSTOMER ALSO UNDERSTANDS THAT IF CUSTOMER'S ALARM SYSTEM HAS A LINE CUT FEATURE, IT MAY NOT BE ABLE TO DETECT ALARM SIGNALS IF THE TELCO SERVICE IS INTERRUPTED, AND THAT JCI MAY NOT BE ABLE TO DOWNLOAD SYSTEM CHANGES REMOTELY OR PROVIDE CERTAIN AUXILIARY MONITORING SERVICES THROUGH A NON -APPROVED TELCO SERVICE. CUSTOMER ACKNOWLEDGES THAT ANY DECISION TO USE A NON -APPROVED TELCO SERVICE AS THE METHOD FOR TRANSMITTING ALARM SIGNALS IS BASED ON CUSTOMER'S OWN INDEPENDENT BUSINESS JUDGMENT AND THAT ANY SUCH DECISION IS MADE WITHOUT ANY ASSISTANCE, INVOLVEMENT, INPUT, RECOMMENDATION, OR ENDORSEMENT ON THE PART OF JCI. CUSTOMER ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR ESTABLISHING AND MAINTAINING ACCESS TO AND USE OF © 2020 Johnson Controls, Inc Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Controls Page 22 of 23 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR WELD COUNTY CENTENNIAL BLDG THE NON -APPROVED TELCO SERVICE FOR CONNECTION TO THE ALARM MONITORING EQUIPMENT. CUSTOMER FURTHER UNDERSTANDS THAT THE ALARM SYSTEM MAY BE UNABLE TO SEIZE THE TELCO SERVICE TO TRANSMIT AN ALARM SIGNAL IF ANOTHER CONNECTION HAS DISABLED, IS INTERFERING WITH, OR BLOCKING THE CONNECTION. [END OF DOCUMENT] 2O20 Johnson Controls, Inc. Customer Confidential Do not copy (physically, electronically, or in any other media) without the express written permission of Johnson Controls, Inc. Johnson Controls Page 23 of 23 Contract Form New Contract Request Entity Information Entity Name* Entity ID* JOHNSON CONTROLS SECURITY 8O0000734 SOLUTIONS LLC Contract Name* JOHNSON CONTROLS MAINTENANCE AGREEMENT Contract Status CTB REVIEW Contract Description* SUPPORT AGREEEMENT FOR JCI FOR 3 YEARS Contract Description 2 Contract Type* AGREEMENT Amount* 426,21 3.00 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGISg weldgov.com Department Head Email CM- InformationTechnologyGiS- DeptHead +%eldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA► IORNEYPNELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID ❑ New Entity? Contract ID 4185 Contract Lead MTRUSLOW Contract Lead Email mtruslowo.weld.co.us Requested BOCC Agenda Date* 10,26; 2020 Parent Contract ID Requires Board Approval YES Department Project # Due Date 10 22,'2020 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date 11/0112020 Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE DH Approved Date 10/22 2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10'2812020 Originator MTRUSLOW Contact Type Review Date A 06/01;2023 Committed Delivery Date Contact Email Finance Approver CONSENT Renewal Date 'A 11;01;2023 Expiration Date Contact Phone 1 Purchasing Approved Date 10z 22,+'2020 Finance Approved Date 10. 22,`2020 Tyler Ref # AG 102820 Legal Counsel CONSENT Contact Phone 2 Legal Counsel Approved Date 10!22. 2020 Hello