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HomeMy WebLinkAboutPR 24646: AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH JOHNSON CONTROLS , E" .a City of ,•cam..; ,/1 A 4 4„, ort rtlzu�r Texas www.PortArthurTx.gov INTEROFFICE MEMORANDUM Date: July 21, 2026 To: The Honorable Mayor and City Council Through: Ronald Burton, CPM, City Manager From: Jessie Dehn, P.E., Director of Public Works RE: P.R.No. 24646—Authorizing the City Manager to enter into a contract with Johnson Controls of Beaumont,Texas,to replace HVAC rooftop unit(RTU)#2 at the Public Works Operations Center Introduction: The agenda item requests Council's approval to authorize the City Manager to enter into a contract with Johnson Controls of Beaumont,Texas, for$29,176.53 through The Interlocal Purchasing System Cooperative Purchasing Program(TIPS) Contract Number 25010501 for the Public Works Administration Division. Background: It has been determined that the existing heating, ventilation, and air conditioning (HVAC) unit serving the administrative offices at the Public Works Operations Center has reached the end of its useful service life and requires replacement to ensure the continued operation,efficiency,and comfort of the facility. Budget Impact: Johnson Controls, of Beaumont, Texas, through The Interlocal Purchasing System (TIPS) Cooperative Purchasing Program Contract No. 25010501, has provided the City with a competitively procured proposal in the amount of $29,176.53. Funding for this purchase is available in the Capital Reserve Account (Account No. 625-21-000-8522-00-00-000), Project String: PWRTU2.OTH.EQU. Recommendation: It is recommended that the City of Port Arthur City Council approve PR 24646, authorizing the City Manager to enter into a contract with Johnson Controls of Beaumont, Texas, for the replacement of the rooftop unit (RTU) #2 at the Public Works Operations Center, through the Interlocal Purchasing System Cooperative Purchasing Program(TIPS). "Remember,we are here to serve the Citizens of Port Arthur" — -- - -- �._.._.. - -- -- • PR 24646 07/22/2026 LLJ Page 1 of 3 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH JOHNSON CONTROLS OF BEAUMONT, TEXAS, TO REPLACE THE HVAC ROOFTOP UNIT (RTU) #2 AT THE PUBLIC WORKS OPERATIONS CENTER THROUGH THE TEXAS INTERLOCAL PURCHASING SYSTEM (TIPS) COOPERATIVE PURCHASING PROGRAM FOR$29,176.53. FUNDS ARE AVAILABLE IN THE CAPITAL RESERVE FUND ACCOUNT, ACCOUNT NUMBER 625-21-000-8522-00- 00-000 PWRTU2.OTH.EQU. WHEREAS, the existing heating, ventilation, and air conditioning ("HVAC") Rooftop Unit (RTU) No. 2 serving the administrative offices at the City of Port Arthur Public Works Operations Center has reached the end of its useful service life and is no longer operating efficiently; and WHEREAS, replacement of the HVAC Rooftop Unit (RTU) No. 2 is necessary to maintain the reliable operation of the facility, protect City assets, and provide a safe and comfortable working environment for employees and the public; and WHEREAS,Johnson Controls Building Solutions LLC, of Beaumont,Texas, submitted a proposal through The Interlocal Purchasing System ("TIPS") Cooperative Purchasing Program, Contract No. 25010501, to furnish and install the replacement HVAC Rooftop Unit(RTU)No. 2 for the total amount of$29,176.53 (see Exhibit A); and, WHEREAS, Chapter 271 of the Texas Local Government Code allows a city, by resolution of its governing body, to participate in cooperative purchasing programs such as TIPS as an alternative to a formal bid process; and, WHEREAS,per Resolution Number 12-008,the City entered into an interlocal agreement with Region VIII Education Service Center for participation in The Interlocal Purchasing System Cooperative Purchasing Program(TIPS); and, WHEREAS, the City Council finds that utilizing the TIPS Cooperative Purchasing Program to procure the replacement of the HVAC Rooftop Unit(RTU)No. 2 is in the best interest of the City and will provide an efficient and cost-effective means of completing the project. PR 24646 07/22/2026 LLJ Page 2 of 3 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS: THAT,the facts and opinions in the preamble are true and correct; and, THAT, the City Manager of the City of Port Arthur is hereby authorized to execute an agreement with Johnson Controls of Beaumont,Texas, through the Interlocal Purchasing System Cooperative Purchasing Program(TIPS) contract number 25010501 to replace the HVAC rooftop unit(RTU)#2 for$29,176.53; and, THAT,funding for this purchase is available in the Capital Reserve Fund Account,account number 625-21-000-8522-00-00-000 PWRTU2.OTH.EQU; and, THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ,ADOPTED AND APPROVED this the day of ,A.D. 2026, at a meeting of the City of Port Arthur, Texas,by the following vote: Ayes: Mayor: Councilmembers: Noes: Charlotte M. Moses Mayor ATTEST: Christe Whitley Ned,TRMC City Secretary PR 24646 07/22/2026 LLJ Page 3 of 3 APPROVED AS TO FORM: Roxann Pais Cotroneo, Esq. City Attorney APPROVE L t&' ADMINIST' • TION: et- , Ronald Burtc:ef' City Mana Jessie Dehn Director of Public Works APPROVED FOR AVAILABILITY OF FUNDS: Clifton E. Williams,Jr., CPPB Purchasing Manager A ( Lynd Boswell, ICMA-CM, MA Director of Finance P.R.No. 24646 Ailf f City of PA Public works RTU2 /J� Quote Prepared by Derek Mills Johnson / �� 07/15/2026 Controls PROPOSAL Account Information Bill To: CITY OF PORT ARTHUR PO BOX 1089 PORT ARTHUR TX USA 77641 Quote Reference Number: 1-1QOEKL5Y Project Name: City of PA Public works RTU2 Site: CITY OF PORT ARTHUR OPERATIONS CENTER 201 HENRY 0 MILLS BLVD PORT ARTHUR TX 77640 Branch Info: JOHNSON CNTRL BEAUMONT CB-0N82 Attn: Clifton Williams Customer Information Name: Clifton Williams This proposal is hereby accepted and Johnson Controls Building Solutions LLC ("JC" or "Johnson Controls") is authorized to proceed with the work,subject to credit approval by Johnson Controls,Milwaukee,WI. We propose to furnish the materials and/or perform the work below for the net price of: $29,176.53. Any additional taxes, duties, tariffs or similar items imposed prior to shipment will be charged. This proposal is valid through: 08/14/2026 CITY OF PORT ART Johnson Controls Building Solutions LLC. Signature: Signature: Name: Name: Title: Title: Date: Date: PO: Johnson '/J CONFIDENTIAL:For customer review. ©2025 Johnson Controls Controls Page 1 of 5 Proposal Overview Benefits/Scope of Work: (TIPS CONTRACT#25010501)Replace 7.5-ton Carrier M# 48TCDDO8A2A5A0A0A0 with 7.5-ton ICP/Arcoaire M#RGFO9OHE2A0AAA. Disconnect power to unit, remove supply and return duct. Remove old unit and install new RTU unit.Start unit and verify operation. Exclusions: 1.Labor or material not specifically described above is excluded from this proposal. 2.Unless otherwise stated,any and all overtime labor is excluded from this proposal. 3.Applicable taxes or special freight charges are excluded from this proposal. 4.Any additional taxes, duties,tariffs or similar items imposed prior to shipment will be charged. CUSTOMER ACCEPTANCE: In accepting this Agreement,Customer agrees to the terms and conditions contained herein including those on the following page(s)of this Agreement and any attachments or riders attached hereto that contain additional terms and conditions.It is understood that these terms and conditions shall prevail over any variation in terms and conditions on any purchase order or other document that Customer may issue.Any changes requested by Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized in writing.ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY,WARRANTY,INDEMNITY AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Total sell price is contingent upon the following billing and payment terms:For most Agreements where the proposal amount exceeds$5,000(USD or CAD as applicable), Customer agrees to pay Johnson Controls an upfront deposit of 30%or more due NET 30 from date of invoice.Alternatively,for Agreements where the proposal price exceeds$5,000 Customer may pay Johnson Controls in full NET 10 from date of invoice in exchange for an immediate 2%discount on the total sale price.Johnson Controls is not required to commence work until any agreed to advance payments are received.If Customer is unwilling to agree to either option above for proposals exceeding$5,000 (d presented),please advise your Johnson Controls representative immediately and a new,repriced proposal will need to be issued to Customer.All invoices will be delivered via email and paid via ACHIEFT bank transfer,with payment due NET 30(unless Customer has made full payment NET 10 in exchange for a 2%discount).Johnson Controls' ACHIEFT bank transfer details will be forth coming upon contractual agreement This offer shall be void if not accepted in writing within thirty(30)days from the date first set forth above. To ensure that Seller is compliant with your company's billing requirements,please provide the following information: PO is required to facilitate billing: ONO:This signed contract satisfies requirement OYES:Please reference this PO Number. AR Invoices are accepted via e-mail:❑YES:E-mail address to be used: ❑ NO:Please submit invoices via mail ❑ NO:Please submit via (IMPORTANT): "JC"or "Johnson Controls"shall mean Johnson Controls Building Solutions, LLC for work performed in the U.S.A. and Johnson Controls Canada LP for work performed in Canada. These terms and conditions are an integral part of JC's offer and form the basis of any agreement (the"Agreement")resulting from JC's proposal for the goods and/or services described.All work is to be performed Monday through Friday during normal JC business hours unless otherwise noted,and JC is authorized to proceed with the work;subject,however,to credit approval by JC. Johnson CONFIDENTIAL:For customer review. ©2025 Johnson Controls Controls Page 2 of 5 TERMS AND CONDITIONS(Rev.10.01.2025) By accepting this proposal,Customer agrees to be bound by the following terms and conditions: 1.SCOPE OF WORK.This proposal is based upon the use of straight time labor only. Plastering, patching, and painting are excluded. Disinfecting of chiller condenser and cooling tower water systems and components for biohazards, such as but not limited to Legionella, are excluded unless otherwise specifically stated in this Agreement.In-line duct and piping devices,including,but not limited to valves,dampers,humidifiers,wells,taps,flow meters,orifices,etc.,if required hereunder to be furnished by JC,shall be distributed and installed by others under JC's supervision but at no additional cost to JC.Customer agrees to provide JC with required field utilities (electricity,toilets, drinking water,project hoist, elevator service, etc.)without charge.JC agrees to keep the job site clean of debris arising out of its own operations. Customer shall not back charge JC for any costs or expenses without JC's written consent. Unless specifically noted in the statement of the scope of work or services undertaken by JC under this Agreement,JC's obligations under this Agreement expressly exclude any language or provision of the Agreement elsewhere contained which may authorize or empower the Customer to change, modify,or alter the scope of work or services to be performed by JC and shall not operate to compel JC to perform any work relating to Hazards or Biohazards,such as but not limited to Legionella,without JC's express written consent. 2. INVOICE AND PAYMENTS. JC may invoice Customer monthly for all materials delivered to the job site or to an off-site storage facility and for all work performed on-site and off-site.Customer shall pay JC an advance payment which shall be credited against the final payment(but not any progress payment)due hereunder.Unless otherwise agreed to by the parties in writing,payments are due Net thirty(30)days from the date of the invoice. Such payment is a condition precedent to JC's obligation to perform any work under this Agreement. If JC consents to payment by credit card in lieu of EFT/ACH,JC may charge additional fees. Invoices shall be paid by Customer via EFT/ACH. Invoicing disputes must be identified in writing by Customer within 21 days of the date of the invoice. Payment 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 Customer's failure to make payment in full when due is a material breach of this Agreement.Customer further acknowledges that if there is any amount outstanding on an invoice;it is material to JC and will give JC,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 JC's obligations under or terminate this Agreement;(ii)charge Customer interest on the amounts unpaid at a rate equal to the lesser of one and one half(1.5)percent per month or the maximum rate permitted under applicable law,until payment is made in full;and(iii) pay all of JC's costs of collection,including(1)actual out of pocket expenses and(2)charge Customer a collection fee of twenty-five percent(25%)of the past due amount if collected through a collection agency or attorney and thirty-five percent(35%)if litigation is commenced to collect such past due amount. JC's election to continue providing future services does not,in any way diminish JC's right to terminate or suspend services or exercise any or all rights or remedies under this Agreement.JC 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 JC 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 JC's efforts to collect payment. Customer shall immediately notify JC in writing and explain the basis of the dispute.Customer will pay all of JC'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. Lien waivers will be furnished upon request,as the work progresses,to the extent payments are received. Customer shall provide financial information requested by JC to verify Customer's ability to pay for goods or services.If Customer fails to provide financial information or if JC,in its reasonable discretion questions Customer's ability or willingness to make payments when due(JC may defer shipments,change payment terms,require cash in advance and/or require other security,without liability and without waiving any other remedies JC may have against Customer.JC shall provide Customer with advance written notice of changes to payment terms. 3.MATERIALS.If the materials or equipment included in this proposal become temporarily or permanently unavailable for reasons beyond the control and without the fault of JC,then in the case of such temporary unavailability,the time for performance of the work shall be extended to the extent thereof,and in the case of permanent unavailability,JC shall(a)be excused from fumishing said materials or equipment,and(b)be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of a reasonably available substitute therefore. 4. EQUIPMENT WARRANTY.JC warrants that equipment manufactured or labeled by JC shall be free from defects in material and workmanship arising from normal usage for a period of one year.No warranty is provided for third-party products and equipment installed or furnished by JC.Such products and equipment are provided with the third party manufacturer's warranty to the extent available,and JC 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 installed by JC shall be borne by Customer. These warranties shall not extend to any equipment that has been abused, altered, misused or repaired by Customer or third parties without the supervision of and prior written approval of JC,or if JC serial numbers or warranty date decals have been removed or altered.Customer must promptly report any failure of the equipment to JC in writing.Unless agreed to in writing by the parties,any technical support,assistance,or advice("Technical Support")provided by JC,such as suggestions as to design use and suitability of the equipment and products for the Customer's application,is provided in good faith,but Customer acknowledges and agrees that JC is not the designer,engineer,or installer of record. Any Technical Support is provided for informational purposes only and shall not be construed as a representation or warranty, express or implied, conceming the proper selection, use, and/or application of the equipment and products. Customer assumes exclusive responsibility for determining if the equipment and products supplied by JC are suitable for its intended application and all risk and liability,whether based in contract,tort or otherwise,in connection with its application and use of the equipment and products. 5.LIMITED WARRANTY.JC warrants its workmanship or that of its agents(Technicians)in relation to installation of equipment for a period of ninety(90)days from date of installation. Customer shall bear all labor costs associated with replacement of failed equipment still under JC's equipment warranty or the original manufacturer's warranty, but outside the terms of this express labor warranty.All warranty labor shall be executed on normal business days during JC normal business hours.These warranties do not extend to any equipment which has been repaired by others,abused,altered,or misused in any way,or which has not been properly and reasonably maintained.THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.UNDER NO CIRCUMSTANCES SHALL JC BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO ANY DEFECT IN MATERIAL OR WORKMANSHIP OF EQUIPMENT OR THE PERFORMANCE OF SERVICES. JC makes no and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats,hacking or other similar malicious activity,or will detect the presence of,or eliminate, treat,or mitigate the spread,transmission,or outbreak of any pathogen,disease,virus or other contagion,including but not limited to COVID 19. 6.LIABILITY.To the maximum extent permitted by law,in no event shall JC and its affiliates and their respective personnel,suppliers and vendors("JC 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:(a)special,incidental, consequential, punitive, or indirect damages; (b) lost profits, revenues, data, customer opportunities, business, anticipated savings, or goodwill; (c) business interruption;or(d)data loss or other losses arising from viruses,ransomware,cyber-attacks or failures or interruptions to network systems. In any case,the entire aggregate liability of the JC Parties under this proposal for all damages,losses,and causes of action(whether in contract,tort(including negligence),or otherwise) shall be limited to the amounts payable to JC hereunder. 7.FAR.JC supplies"commercial items"within the meaning of the Federal Acquisition Regulations(FAR),48 CFR Parts 1-53.As to any customer order for a U.S. Government contract, JC will comply only with those mandatory flow-downs for commercial item and commercial services subcontracts listed either at FAR Johnson 111 CONFIDENTIAL:For customer review. ©2025 Johnson Controls Controls Page 3 of 5 _- = — 52.244-6,or 52.212-5(e)(1),as applicable. 8. TAXES. Prices do not include taxes, fees, duties, tariffs, false alarm assessments, permits and levies or other charges imposed and/or enacted by a government, however designated or imposed (collectively, "Taxes"). All Taxes are the responsibility of Customer, unless Customer presents an exemption certificate acceptable to JC and the applicable taxing authorities. If JC is required to pay any such Taxes or other charges, Customer shall reimburse JC on demand.If any such exemption certificate is invalid,then Customer will immediately pay JC the amount of the Taxes,plus penalties and interest. 9.DELAYS.JC shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond JC's control,including but not limited to;acts of God,fire,riots, labor disputes,conditions of the premises,acts or omissions of the Customer, Owner,or other Contractors or delays caused by suppliers or subcontractors of JC,etc. 10.COMPLIANCE WITH LAWS.JC shall comply with all applicable federal, state,and local laws and regulations, and shall obtain all temporary licenses and permits required for the prosecution of the work.Licenses and permits a permanent nature shall be procured and paid for by the Customer. 11.PRICING.JC may increase prices upon notice to the Customer to reflect increases in material and labor costs.Prices may be adjusted by JC prior to shipment to take into account increases in the cost of raw materials,component parts,third party products or labor rates or Taxes;Trade Restrictions(as defined below); government actions;or to cover any unforeseen or other extra cost elements."Trade Restrictions"means any additional or new tariff/duty,quota,tariff-rate quota, or cost associated with the withdrawal of tariff/duty concessions pursuant to a trade agreement(s).This Agreement is entered into with the understanding that the services to be provided by JC are not subject to any local,state,or federal prevailing wage statute. If it is later determined that local,state,or federal prevailing wage rates apply to the services to be provided by JC,JC reserves the right to issue a modification or change order to adjust the wage rates to the required prevailing wage rate.Customer agrees to pay for the applicable prevailing wage rates. 12.DISPUTES.JC shall have the sole and exclusive right to determine whether any dispute,controversy or claim arising out of or relating to the Agreement,or the breach thereof,shall be submitted to a court of law or arbitrated.For Customers in the United States,the laws of Delaware shall govern the validity,enforceability, and interpretation of this Agreement,without regard to conflicts of law principles thereof,and the exclusive venue for any such litigation or arbitration shall be in Milwaukee,Wisconsin.For Customers located in Canada,the laws of Ontario shall govern the validity,enforceability,and interpretation of this Agreement,without regard to conflicts of law principles thereof, and the exclusive venue for any such litigation or arbitration shall be in Ontario, Canada. The parties waive any objection to the exclusive jurisdiction of the specified forums,including any objection based on forum non conveniens. In the event the matter is submitted to a court,JC and Customer hereby agree to waive their right to trial by jury.In the event the matter is submitted to arbitration by JC,the costs of arbitration shall be borne equally by the parties,and the arbitrator's award may be confirmed and reduced to judgment in any court of competent jurisdiction. If JC prevails in any collection action.Buyer will pay all of JC's reasonable collection costs(including legal fees and expenses). Except as provided below,no claim or cause of action, whether known or unknown,shall be brought by either party against the other more than one year after the claim first arose. Claims not subject to the one-year limitation include claims for unpaid:(1)contract amounts,(2)change order amounts(approved or requested)and(3)delays and/or work inefficiencies. 13.INSURANCE.Insurance coverage in excess of JC's standard limits will be furnished when requested and required.No credit will be given or premium paid by JC for insurance afforded by others. 14. INDEMNITY.The Parties hereto agree to indemnify each other from any and all liabilities, claims, expenses, losses or damages, including attorney's fees which may arise in connection with the execution of the work herein specified and which are caused,by the negligent act or omission of the indemnifying Party. 15. CUSTOMER RESPONSIBILITIES. Customer is solely responsible for the establishment, operation, maintenance, access, security and other aspects of its computer network("Network")and shall supply JC secure Network access for providing its services. Products networked,connected to the intemet,or otherwise connected to computers or other devices must be appropriately protected by Customer and/or end user against unauthorized access.Customer is responsible to take appropriate measures, including performing back-ups, to protect information, including without limit data, software, or files (collectively "Data") prior to receiving the service or products. 16.FORCE MAJUERE. JC 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 JC 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 JC,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 JC.If JC's performance of the work is delayed, impacted, or prevented by a Force Majeure Event or its continued effects, JC shall be excused from performance under the Agreement. Without limiting the generality of the foregoing,if JC is delayed in achieving one or more of the scheduled milestones set forth in the Agreement due to a Force Majeure Event,JC will be entitled to extend the relevant completion date by the amount of time that JC 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 JC's cost to perform the services,Customer is obligated to reimburse JC for such increased costs,including,without limitation,costs incurred by JC for additional labor, inventory storage, expedited shipping fees,trailer and equipment rental fees,subcontractor fees, compliance with vaccination requirements or other costs and expenses incurred by JC in connection with the Force Majeure Event. 17.SAFETY,HEALTH AND HAZARDOUS MATERIALS.The Parties hereto agree to notify each other immediately upon becoming aware of an inspection under, or any alleged violation of the, Occupational Safety and Health Act or similar Canadian laws relating in any way to the project or project site.ACM/Hazardous Materials: Customer shall supply JC with any information in its possession relating to the presence of asbestos-containing materials ("ACM") or hazardous materials at any of its facilities where JC's undertakes any Work or Services that may result in the disturbance of ACM or hazardous materials.JC shall not be responsible for abatement and/or removal and disposal of hazardous materials or ACM.If either Customer or JC becomes aware of or suspects the presence of ACM or hazardous materials that may be disturbed by JC's Work or Services,JC shall immediately stop all work until such ACM or hazardous or unsafe condition is rectified by Owner and Owner so notifies JC in writing that work can safely be resumed,based on test conducted by a licensed testing organization. JC may terminate the Services immediately upon notice to Customer,if JC,in its sole discretion,determines that the Customer's premises are unsafe to be accessed by JC's employees or subcontractors. Timetables for delivery of JC's products or services and the contract price shall be adjusted appropriately for any associated delay. 18.ONE-YEAR CLAIMS LIMITATION.No claim or cause of action,whether known or unknown,shall be brought against JC more than one year after the claim first arose. Except as provided for herein,JC's claims must also be brought within one year. Claims for unpaid contract amounts are not subject to the one-year limitation. 11 Johnson ''/ CONFIDENTIAL:For customer review. ©2025 Johnson Controls Controls Page 4 of 5 19.DIGITAL ENABLED SERVICES;DATA. If JC provides Digital Enabled Services under this Agreement,these Digital Enabled Services require the collection, transfer and ingestion of building,equipment,system time series,and other data to JC's cloud-hosted software applications. Customer consents to and grants JC right to collect,ingest and use such data to enable JC and its affiliates and agents to provide,maintain,protect,develop and improve the Digital Enabled Services and JC 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.Customer shall be solely responsible for the establishment,operation,maintenance,access,security and other aspects of its computer network("Network"),shall appropriately protect hardware and products connected to the Network and will supply JC secure Network access for providing its Digital Enabled Services.As used herein,"Digital Enabled Services" mean services provided hereunder that employ JC software and related equipment installed at Customer facilities and JC cloud-hosted software offerings and tools to improve,develop,and enable such services. Digital Enabled Service may include,but are not limited to,(a)remote servicing and inspection,(b)advanced equipment fault detection and diagnostics,and(c)data dashboarding and health reporting. If Customer accesses and uses Software that is used to provide the Digital Enabled Services,the Software Terms(defined below)will govern such access and use. 20.JC DIGTAL SOLUTIONS. Use,implementation,and deployment of the software and hosted software products("Software")offered under these terms shall be subject to, and governed by, JC's standard terms for such Software and Software related professional services in effect from time to time at www. johnsoncontrols.com/techterms (collectively, the "Software Terms"). Specifically, the JC General EULA set forth at www.iohnsoncontrols. com/buildings/legal/digital/generaleula governs access to and use of software installed on Customer's premises or systems and the JC Terms of Service set forth at www.lohnsoncontrols.com/buildings/legal/digital/generaltos govern access to and use of hosted software products. The applicable Software Terms are incorporated herein by this reference.Other than the right to use the Software as set forth in the Software Terms,JC 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 agreed, 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 statement of work, order or other applicable ordering document . 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 JC's 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. 21.Privacy. JC as Processor.JC as Processor:Where JC factually acts as Processor of Personal Data on behalf of Customer(as such terms are defined in the DPA)the terms at www.johnsoncontrols.com/doa("DPA")shall apply. JC as Controller:JC 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 JC's Privacy Notice at https://www.johnsoncontrols.com/privacy.Customer acknowledges JC's Privacy Notice and strictly to the extent consent is mandatorily required under applicable law, Customer consents to such collection, processing and transfer.To the extent consent to such collection,processing and transfer by JC is mandatorily required from Customer's personnel under applicable law,Customer warrants and represents that it has obtained such consent. 22. ASSIGNMENT.This Agreement is not assignable by the Customer except upon written consent of JC first being obtained.JC shall have the right to assign this Agreement,in whole or in part,or to subcontract any of its obligations under this Agreement without notice to Customer. 23.TERMINATION.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. If JC's performance of its obligations becomes impracticable due to obsolescence or unavailability of systems,equipment,or products(including component parts and/or materials)or because the JC or its supplier(s) has discontinued the manufacture or the sale of the equipment and/or products or is no longer in the business of providing the services,JC may terminate this Agreement,or the affected portions,at its sole discretion upon notice to Customer. JC may terminate this Agreement,or the affected portions,at its sole discretion upon notice to the Customer if JC's performance of its obligations are prohibited because of changes in applicable laws,regulations or codes. 24. ENTIRE AGREEMENT.This proposal,upon acceptance,shall constitute the entire Agreement between the parties and supersedes any prior representations or understandings. 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 JC,is hereby objected to and rejected. 25.CHANGES.No change or modification of any of the terms and conditions stated herein shall be binding upon JC unless accepted by JC in writing. Johnson 1010 CONFIDENTIAL:For customer review. ©2025 Johnson Controls Controls Page 5 of 5