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2019-323 Agrmt- Johnson Controls, Inc.
GOODS AND SERVICES AGREEMENT (LESS THAN$25,000) w s Hq� PROVIDER: Johnson Controls, Inc. r 1 r, o2f PROVIDER'S CONTACT: Serrina Harris 3$'R E.,;! ADDRESS: 588 Parson Dr., Suite B City of Ashland Medford, OR 97501 Ashland Parks and Recreation 340 S Pioneer Street Ashland, Oregon 97520 PHONE: 541-227-5710 Telephone: 541-488-5340 Fax: 541-488-5314 EMAIL: Serina.C.Harris@jci.com This Services Agreement (hereinafter "Agreement") is entered into-by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Johnson Control Inc., (a foreign business corporation) ("hereinafter"Provider"), for a Planned Service Agreement for the Ashland Rotary Centennial Ice Rink chiller 1. PROVIDER'S OBLIGATIONS 1.1 Provide comprehensive chiller equipment service including oil analysis and operational service as set forth in the"SUPPORTING DOCUMENTS" attached hereto and,by this reference,incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS, and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The services defined and described in the"SUPPORTING DOCUMENTS" shall hereinafter be collectively referred to as "Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder, a policy or policies of liability insurance including commercial general liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000-(two million dollars)per occurrence for Bodily Injury and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial -General Liability, including personal injury, contractual liability, and products/completed operations coverage; and • Automobile Liability. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. Page 1 of 5: Agreement between the City of Ashland and Johnson Control Inc. 1.3 Provider shall,at its own expense,maintain Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. 1.4 Provider agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider agrees not to discriminate against a disadvantaged business enterprise,minority-owned business,woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 1.5 In all solicitations ,either by ,competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Provider is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Provider is also required to post the notice attached hereto as "Exhibit A"predominantly in areas where it will be seen by all employees. 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of$ 2351.00 (lump sum for service agreement) as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$2351.00 (this is maximum,not to exceed amount of ENTIRE Agreement)without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. Page 2 of 5: Agreement between the City of Ashland and Johnson Control Inc. 3.4 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof It supersedes all prior agreements, negotiations, and representations between the parties, whether written or oral. 3.5 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.6 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220, 279B.230 and 279B.235. 3.7 This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.8 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees, contractors, or agents under this Agreement. 3.9 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's officers, employees or agents. 3.10 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.11 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the Goods. Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects, fraud, and warranties. 3.12 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.13 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor, material and manufacture. Provider shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS The following documents are,by this reference,expressly incorporated in this Agreement,and are collectively referred to in this Agreement as the "SUPPORTING DOCUMENTS:" Page 3 of 5: Agreement between the City of Ashland and Johnson Control Inc. • The Provider's complete written Planned Service Proposal dated September 19, 2019. 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous-amounts paid to Provider exceed the amount due, Provider shall pay immediately any excess to City upon written demand provided. 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the"Effective Date"),and shall continue in full force and effect until September 30,2020,unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may, upon not less than thirty (30) days' prior written notice, terminate this Agreement for any reason deemed appropriate in its sole discretion. 6.2.3 Either party may terminate this Agreement, with cause, by not less than fourteen (14) days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth below: If to the City: City of Ashland—Ashland Parks and Recreation Attn: Tara Kiewel 20 E. Main Street Ashland, Oregon 97520 Phone: (541) 552-2257 With a copy to: City of Ashland—Legal Department 20 E. Main Street Ashland, OR 97520 Phone: (541) 488-5350 Page 4 of 5: Agreement between the City of Ashland and Johnson Control Inc. 3,0lAr,SO n C.E.)r1-hrol,l✓1c_ Ci o-( il%kitcuekCk i i , I , •. ■ II , ; '): By: 4 By: 111LA")44/)--s 11111111W ignature Signature ��vi✓� A Printed Name Printed Name �PJL(,/1C i9'661& OireA Title Title VISIke7/1" " 10S it 1 Date Date (W-9 is to be submitted with this signed Agreement) Purchase Order No. Page 6 of 5: Agreement between the City of Ashland and Johnson Control Inc. If to Provider: Johnson Controls, Inc. Attn: Serrina Harris 588 Parson Dr., Suite B Medford, OR 97501 8. WAIVER OF BREACH. One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute'a material breach of this Agreement. Any material breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. Page 5 of 5: Agreement between the City of Ashland and Johnson Control Inc. 1 I '4 R�� CERTIFICATE OF LIABILITY INSURANCE DAT 9/26/20199 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED • REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Attn:Cert Center Marsh USA Inc. "NONE' (866 (212)966-4664 FAX 948-5167 INC.No,Eel: IANC,Nol: 411 East Wisconsin Avenue E-MAIL CertRe9 . uest//��marsh.com Suite 1300 ' ADDRESS: JCI.CertRequest@marsh.com Milwaukee,WI 53202 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: OLD REPUBLIC INSURANCE CO 24147 INSURED INSURER B: ' Johnson Controls,Inc. - Tyco International Holding S.a.r.l. INSURER C: SimplexGrinnell LP INSURER D: (see attached Acord 101) INSURER E: 5757 North Green Bay Avenue - — Milwaukee.WI 53209 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. . INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS D. LTR INSR WVD (MMIDDIYYYY) (MMIDDIYYYY) A ® COMMERCIAL GENERAL LIABILITY MWZY 313947 10/01/2019 10/01/2020 EACH OCCURENCE $2,000,000 DAMAGE TO RENTED $2,000,000 10 CLAIMS MADE ®OCCUR PREMISES(Ea occurrence) MED EXP(Any one person) $50,000 ®CONTRACTUAL LIABILITY ®XCU Included PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ®POLICY❑PROJECT ❑LOC PRODUCTS-COMP/OP AGG INC IN GEN AGG El OTHER - N AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000A MWTB 313946(Excludes New Hamp) 10/01/2019 10/01/2020 (Ea Acddent) A ®ANY AUTO MWTB 313949(Primary NH$250k) 10/01/2019 10/01/2020 BODILY INJURY(Per person) . ❑OWNED AUTOS ONLY BODILY INJURY(Per sodden() AMWZX 313950(Excess NH$1.75mm) 10/01/2019 10/01/2020 ❑SCHEDULED AUTOS ONLY PROPERTY DAMAGE ID HIRED AUTOS ONLY Excess NH Auto is follow form to (Per accident) ` ❑NON-OWNED AUTOS ONLY Primary NH Auto , - ❑UMBRELLA LIAB 1=i OCCUR EACH OCCURRENCE- LI EXCESS LIAB El CLAIMS-MADE AGGREGATE ! ❑DED ❑RETENTION $ A WORKERS COMPENSATION MWC 313943 00(AOS–See Pg 2) 10/01/2019 10/01/2020 •®PER UTE ❑ ERH AND EMPLOYERS'LIABILITY WN A ANY PROPRIETOR/PARTNER/EXECUTIVE N/A MWXS 313944(OH&WA) 10/01/2019 10/01/2020 E.L.EACH ACCIDENT I $2,000,000 OFFICER/MEMBER EXCLUDED? - (MandatoryinNH) E.L.DISEASE-EA EMPLOYEE $2,000,000 If yes,describe under - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POUCY LIMIT $2,000,000 • DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) JCI/Tyco Contract Number: . JCI/Tyco Project Name: Customer PO Number: , CERTIFICATE HOLDER I CANCELLATION • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland,Oregon THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 E Main St ACCORDANCE WITH THE POLICY PROVISIONS. Ashland,Oregon 97520 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. by Kristin Lam • ACORD 25(2016/03) ©1988-2016 ACORD CORPORATION.All rights reserved. ... The ACORD name and logo are registered marks of ACORD . AGENCY CUSTOMER ID: ' LOC#: ACCPR EY ADDITIONAL REMARKS SCHEDULE Page 2 of 3 AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls,Inc. POLICY NUMBER Tyco International Holding S.a.r.l. SimplexGrinnell LP 5757 North Green Bay Avenue CARRIER NAIC CODE Milwaukee,WI 53209 EFFECTIVE DATE: 10/01/2019 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25(2016/03) FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE WORKERS COMPENSATION: Workers Compensation"AOS"Policy includes coverage for employees from the following States WHILE WORKING IN ANY STATE:AK,AL,AR,AZ,CA,CO, CT,DC,DE,FL,GA,HI,IA,ID,IL,IN,KS,KY,LA,MA,MD,ME,MI,MN,MO,MS,MT,NC,NE,NH,NJ,NM,NV,NY,OK,OR,PA,RI,SC,SD,TN,TX,UT, VA,VT,WI,&WV. PRIMARY COVERAGE: The General Liability and Automobile Liability policies are primary and not excess of or contributing with other insurance or self-insurance,where required by written lease or written contract.For General Liability,this applies to both ongoing and completed operations. WAIVER OF SUBROGATION: The General Liability,Automobile Liability,Workers'Compensation and Employers Liability policies include a Waiver of Subrogation in favor of the certholder sand any other person or organization,BUT ONLY to the extent required by written contract. ADDITIONAL INSURED—AUTOMOBILE LIABILITY: The Automobile Liability policy,if required by written contract,includes coverage for Additional Insureds as required by such written contract. ADDITIONAL INSURED—GENERAL LIABILITY: For General Liability,if required by written contract,the following are included as additional insureds,as required pursuant to a written contract with a named insured,per attached Policy Endorsements A2 and A2A:THE CERTIFICATE HOLDER LISTED ON THIS CERTIFICATE OF LIABILITY INSURANCE,AND EACH OTHER PERSON OR ORGANIZATION REQUIRED TO BE INCLUDED AS AN ADDITIONAL INSURED PURSUANT TO A WRITTEN CONTRACT WITH THE NAMED INSURED. SCHEDULE FOR POLICY ENDORSEMENTS A2 AND A2A Name of Additional Insured Person(s)or Organization(s): If required by contract,the person or organization listed on the certificate of insurance as additional insured,and each other person or organization required to be included as an additional insured pursuant to a contract with a named insured. Location(s)of Covered Operations: As required by contract. POLICY ENDORSEMENT A2 ADDITIONAL INSURED—OWNERS,LESSEES OR CONTRACTORS—NAMED INSURED'S ACTS OR OMISSIONS ONLY A. Section II—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for"bodily injury","property damage"or"personal and advertising injury"caused solely by: 1. Your acts or omissions;or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: The insurance does not apply to"bodily injury"or"property damage"occurring after: 1. All work,including materials,parts or equipment furnished in connection with such work,on the project(other than service,maintenance or repairs) to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or 2. That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. POLICY ENDORSEMENT A2A ADDITIONAL INSURED—OWNERS,LESSEES OR CONTRACTORS—COMPLETED OPERATIONS—NAMED INSURED'S ACTS OR OMISSIONS ONLY Section II—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule,but only with respect to liability for"bodily injury"or"property damage"caused solely by"your work"at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the"products-completed operations hazard". 0 ONGOING OPERATIONS AND COMPLETED OPERATIONS INSURANCE The General Liability Insurance includes insurance for ongoing operations and completed operations. • LIMIT OF LIABILITY: The Liability Limit that applies is the amount indicated on the face of this Certificate of Liability Insurance,or the minimum Liability limit that is required by the written contract,whichever is less. If there is no contract then the Liability Limit is limited to$1,000,000. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS: Should any of the above described policies be cancelled,other than for non-payment,before the expiration date thereof,30 days advice of cancellation will be delivered to certificate holders in accordance with the policy endorsements. ACORD 101 (2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD • • AGENCY CUSTOMER ID: LOC#: ACCPR O* ADDITIONAL REMARKS SCHEDULE Page 3 of AGENCY NAMED INSURED Marsh USA Inc. Johnson Controls,Inc. POLICY NUMBER Tyco International Holding S.a.r.l. SimplexGrinnell LP 5757 North Green Bay Avenue CARRIER NAIC CODE Milwaukee,WI 53209 EFFECTIVE DATE: 10/01/2018 _ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM; FORM NUMBER: ACORD 25(2016/03) FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE NAMED INSURED: Insureds include:Air Distribution Technologies IP,LLC;Air System Components,Inc.;Carter Brothers,LLC;CEM Access Systems,Inc.;Central CPVC Corporation;Central Sprinkler LLC;Chemguard,Inc.;Connect 24 Wireless Communications Inc.;Digital Security Controls,Inc.;Eastern Sheet Metal,Inc.; Elpas,Inc.;Exacq Technologies,Inc.;FBN Transportation,Inc.;Federal Energy Infrastructure Solutions,LLC;Grinnell Fire Protection Solutions LLC;Grinnell LLC;Hart&Cooley Trucking Company;Hart&Cooley,Inc.;Haz-Tank Fabricators,Inc.;IMECO LLC;Integrated Systems and Power,Inc.;Johnson Controls (Suisse)SA;Johnson Controls Air Conditioning and Refrigeration,Inc.;Johnson Controls Building Automation Systems,LLC;Johnson Controls Digital Solutions LLC;Johnson Controls Engineering,LLC;Johnson Controls Federal Systems,Inc.;Johnson Controls Fire Protection LP;Johnson Controls Foundation,Inc.;Johnson Controls Government Systems,LLC;Johnson Controls,Inc.;Johnson Controls Navy Systems,LLC;Johnson Controls PI Project Site Operations LLC;Johnson Controls Security Solutions LLC;Johnson Controls-Hitchi Air Conditoning North America LLC;Koch Filter Corporation;Master Protection,LP;Qolsys,Inc.;Retail Expert, Inc.;Ruskin Company;Ruskin Rooftop Systems,Inc.;Ruskin Service Company;Selkirk Corporation;Senelco Iberia,Inc.;Sensormatic Asia/Pacific,Inc.;Sensormatic Electronics(Puerto Rico)LLC;Sensormatic Electronics,LLC;ShopperTrak International Investment LLC;ShopperTrak RCT Corporation;Shurjoint America,Inc.;SimplexGrinnell LP;Tyco Fire&Security LLC;Tyco Fire Products LP;Tyco Integrated Security LLC;Tyco International Holding S.a.r.l.;Tyco International Management Company,LLC;Visonic Inc.;WillFire HC,LLC;York International(SA),Inc.;York International Corporation • • ACORD 101 (2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD . • • . • Form Request for Taxpayer• Give Form to the (Rev.October 2018) • Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. - 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. JOHNSON CONTROLS INC 2 Business name/disregarded entity name,If different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to m following seven boxes. certain entities,not individuals;see. instructions on page 3): o ❑ Individual/sole proprietor or ❑✓ C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate single-member LLC Exempt payee code if any) 5 0 Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting c LLC If the LLC is classified as a single-member LLC that Is disregarded from the;owner unless the owner of the LLC is code Of any) E ..— another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. � w ai ❑ Other(see instructions)0- (Applies to accounts meintalned outside the U.S.) 5 Address(number,street,and apt.or suite no.)See Instructions. Requester's name and address(optional) • 5757 N Green Bay Ave 6 City,state,and ZIP code Milwaukee WI 53209 7 List account number(s)here(optional) • Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For Individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other - - entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TiN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer Identification number Number To Give the Requester for guidelines on whose number to enter. Part II Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to he issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue • Service(iRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the iRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here Here U.S.person l G� G Date ' 14 1 a 019 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual • funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098.E(student loan interest), information return with the IRS must obtain your correct taxpayer - 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) • taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other , Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. • returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018). 1 I ,.. --- :,FAN � , Planned Service Proposal ,F - - 1©' .:11) P ) CUSTOMER , 7111-77',/ ASHLAND ROTARY CENTENNIAL ICE RINK ! :IVr Rt LOCAL JOHNSON CONTROLS OFFICE p' , . _I?:''}' 4. � 588 PARSONS DRIVE, SUITE B 4 �t ' ';: ` s %�'r MEDFORD.OR 97501 . ' t, .�# - AGREEMENT START DATE: _ +~ 1 10/01/2019 �'' I tI ;W - V PROPOSAL DATE: 1, i r 09/19/2019 Y'. --1 ESTIMATE NO: '* 1-ZSOZFV7 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. A // (0 JYORK META SYS], JohnsonBY JOHNSON CONTROLS Controls BY JOHNSON CONTROLS JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK • Executive Summary PLANNED SERVICE PROPOSAL FOR ASHLAND ROTARY CENTENNIAL ICE RINK Dear BILL MILLER, 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 1 Year starting 10/01/2019 and ending 09/30/2020. • The agreement price for first year is$2351.00; see Schedule A, Supplemental Price and Payment Terms, 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, Serrina Harris `HVAC TB Customer Svc Rep (866)297-7793 • Johnson ©2019 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 2 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK Planned Service Agreement Customer Name : ASHLAND ROTARY'CENTENNIAL ICE RINK Address: 95 WINBURN WAY ASHLAND,OR 97520-2735 . Proposal Date: 09/19/2019 Estimate#: . 1-ZSOZFV7 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 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/`AutomaticRenewal This Agreement takes effect on 10/01/2019 and will continue until 09/30/2020 ("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. r ©2019 Johnson Controls,Inc. Johnson '� 1 Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 3 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK Price and Payment Terms The total Contract Price for JCI's Services during the 1st year of the Original Term is$2351.00.This amount will be paid to JCI in Semi-Annual 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: CITY OF ASHLAND PARKS&RECREATION 340 S PIONEER ST ASHLAND,OR 97520-2729 ❑ 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. By:Tony Hunt By: Signature: Signature: Title:HVAC TB Service Manager Date: Title: Date: Signature: Customer PO#: Title: Date: JCI Branch:JOHNSON CONTROLS PORTLAND MEDFORD OR CB-ON58 Address:588 PARSONS DRIVE SUITE B MEDFORD OR 97501 Branch Phone:866-297-7793 Branch Email: Johnson ©2019 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 4 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK Schedule A- Equipment List ASHLAND ROTARY CENTENNIAL ICERINK 95 WINBURN WAY ASHLAND,OR 97520-2735 !_Chiller,Air'Cooled,Screw, <I50 Ton's_ Quantity: 1 Services Provided . 1 Operational 1 Comprehensive 1 Oil Analysis(2 Circuits) • • • • • • ©2019 Johnson Controls,Inc. Johnson •� `O Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 5 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK Equipment Tasking Chiller,Air Cooled,Screw,<150 Tons Comprehensive 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 Use and follow the JCI Lock-out Tag-out on all electrical machinery Use appropriate Arc/flash personal protective equipment on voltages over 240 volts Useandfollow the JCI safety policy for working with CFC, HCFC and HRC refrigerants Use and follow the JCI process for handling and working with Used Oil All work must be performed in accordance with Johnson Controls safety policies Check'with appropriate customer representative for operational deficiencies Review control panel for proper operation and recorded fault histories Check for visual signs of refrigerant/oil leak(s) Conduct refrigerant leak check Check oil separator level Verify oil heater operation Perform lock-out and tag-out procedure Inspect condenser fan and compressor contactors for wear Check and tighten electrical connections Perform preventative procedures to flow proving devices Check for unusual noise and vibration Check overall condition of unit Remove and dispose any debris from any maintenance activity Document tasks performed during visit and report any observations to appropriate customer representative Oil Analysis(2 Circuits) 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 Use and follow the JCI Lock-out Tag-out on all electrical machinery Use and follow the JCI safety policy for working with CFC, HCFC and HRC refrigerants Use and follow the JCI process for handling and working with Used Oil All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Remove sample in approved container Drop off for analysis Label and complete paperwork indicating present operating conditions Document tasks performed during visit and report any observations to appropriate customer representative Operational 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 Use and follow the JCI Lock-out Tag-out on all electrical machinery /JJ ©2019 Johnson Controls,Inc. Johnson 'A, Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 6 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL • PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK Use appropriate Arc/flash personal protective equipment on voltages over 240 volts Use and follow the JCI safety policy for working with CFC, HCFC and HRC refrigerants All work must be performed in accordance with Johnson Controls safety policies Check with appropriate customer representative for operational deficiencies Review control panel for proper operation and recorded fault histories - Check for proper chilled water flow Check system pressures and temperatures Check refrigerant charge(sight glass) Check oil separator level Check for proper capacity control operation Check for proper oil temperature and pressure Check for visual signs of refrigerant/oil leak(s) Check for unusual noise and vibration Check for proper condenser fan operation 1 Check overall condition of unit Record and log all operating parameters Document tasks performed during visit and report any observations to appropriate customer representative • •i • • • Johnson ©2019 Johnson Controls,Inc. J�,�(� Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 7 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK Supplemental Price&Payment Terms (Applies to Multi-Year Contracts Only) r.Year.._._._...._..._....................._.__..................................................:_Total Annual Dollar Amount................._Payment FrequencY............................................................� Special Additions and Exceptions ©2019 Johnson Controls,Inc. Johnson Ob Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 8 of 13 • JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK SHORT TERMS AND CONDITIONS DEFINITIONS CONNECTED SERVICES are the services and related equipment that allow JCI to access,monitor,and trend data remotely,and which may be available for certain types of Covered Equipment. 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 ICI'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 provision of any software products or digital or cloud services,which are provided under separate terms and conditions referenced in Section P herein. 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 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. • 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. CONNECTED SERVICES. If Customer is receiving Connected Services on any Covered Equipment as more fully described in Schedule A, Customer may be required to allow JCI to install hardware and/or software to enable communication with Customer's Covered Equipment ("Gateway Device"). In order for JCI to deliver Connected Services on the Covered Equipment, Customer shall provide a secure Internet connection to allow remote access to the Gateway Device in order to remotely access,transmit,store,and trend data for the purposes of providing Services. JCI will not use Connected Services to remotely operate or make changes to Customer's Equipment. The Gateway Device shall remain JCI's property,and JCI may upon reasonable notice remove it at any time. JCI makes no any warranty or guarantee relating to the Connected 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 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 OP 2019 Johnson Controls,Inc. Johnson • 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 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK notify JCI of such changes as soon as possible.JCI/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 expensesarising 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 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 terms of this Agreement. 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) 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,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 JCI 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; • • 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 OBLIGATION Customer shall pay all invoices when due in accordance with the payment terms provided for in the Agreement. Such payment is a condition precedent to JC1's obligation to perform Services under the Agreement. 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 forty-five (45) 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. ©2019 Johnson Controls,Inc. Johnson J)10 Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express writtenpermission of Johnson Controls,Inc. - Page 10 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK 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 nonconforming 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 ICI,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 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 FOR A PARTICULAR PURPOSE. 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; i (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,pr 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; (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. 1 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 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 /, O ©2019 Johnson Controls,Inc. Johnson. Alp Customer Confidential Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 11 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK terms and conditions of this Agreement. • H. INDEMNITY 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(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 J below. I. LIMITATION OF LIABILITY - NEITHER JCI NOR CUSTOMER WILL BE RESPONSIBLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS). JCI'S TOTAL LIABILITY TO CUSTOMER FOR DAMAGES'.RESULTING FROM ANY CAUSE WHATSOEVER SHALL BE LIMITED TO$250,000. IN NO EVENT SHALL JCI'S INDEMNIFICATION OBLIGATION EXCEED THE AMOUNTS PAID TO JCI UNDER THIS AGREEMENT OR THE AMOUNT OF INSURANCE REQUIRED BY THIS AGREEMENT,WHICHEVER IS GREATER. 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 WILL NOT BE RESPONSIBLE FOR DAMAGE,LOSS,INJURY OR DELAY CAUSED BY CONDITIONS THAT ARE BEYOND THE REASONABLE CONTROL, AND WITHOUT THE INTENTIONAL MISCONDUCT'OR NEGLIGENCE,OF JCI. SUCH CONDITIONS INCLUDE,BUT ARE NOT LIMITED TO: (A)ACTS OF GOD; (B) ACTS OF GOVERNMENT AGENCIES; (C) STRIKES; (D) LABOR DISPUTES; (E) FIRE; (F) EXPLOSIONS OR CASUALTIES; (G) THEFTS; (H) VANDALISM;(I)RIOTS OR WAR;(J)TERRORISM;AND(J)UNAVAILABILITY OF PARTS,MATERIALS,OR SUPPLIES. 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. 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. Upon termination of this Agreement for any reason,Customer shall pay to ICI all undisputed amounts owed through the date of termination within thirty(30)days of such termination. Customer shall also provide JCI 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. 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, ttorneyfees,collection agency fees,and court costs. 4. If the Agreement is for a multi-year term,either party may terminate theAgreement 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. ' JCI will be responsible for removing or disposing of any Hazardous Materials that it uses in providing the Services("JCI Hazardous Materials")and for Johnson ©2019 Johnson Controls,Inc. J�,��� Customer Confidential Controls • Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 12 of 13 JOHNSON CONTROLS PLANNED SERVICE PROPOSAL _ PREPARED FOR ASHLAND ROTARY CENTENNIAL ICE RINK 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. JCI 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 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 TERMS r Any license to or right to access JCI software products and digital or cloud services purchased under this Agreement is provided on the terms and conditions for the applicable software product or digital or cloud service set forth at http://www.iohnsoncontrols.com/buildings/legal/digital. Such applicable software product and digital services terms are incorporated by reference herein. 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 Customer without JCI's prior 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 ICI 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.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,JCI shall have the right to an equitable and appropriate adjustment to the scope, pricing,and other affected terms of this Agreement. ©2019 Johnson Controls,Inc. Johnson 'J1, Customer Confidential . Controls Do not copy(physically,electronically,or in any other media)without the express written permission of Johnson Controls,Inc. Page 13 of 13