HomeMy WebLinkAbout2026-043 AGRMT Johnson Controls Inc -,CITY OF H LAND Goods and Services Agreement
City Information Contractor Information
City of Ashland Firm Name: Johnson Controls Inc
Attn: Robert Halbritter Contact: Michael Hernandez
Address: 5757 N Green BBay Ave
Ashland, Oregon 97520 Milwaukee, WI., 53209
Phone: (541) 690-6758 Phone: (886) 297-2293
Email: robert.halbritter@ashland.or.us Email: CORP-BBC-OTC-BTS-SSNA-REMITTANCE@JCI.COM
Contract Summary
Procurement Method: Small
Completion Date: 05/30/2027
Contract Amount: $ 10,000.00
Description of Services: On Call Services for HVAC Repairs
Supporting Documents: Dated:
Dated:
Dated:
Dated:
This Goods and Services Agreement (hereinafter "Agreement") is entered into by and between the
City of Ashland, an Oregon municipal corporation (hereinafter "City") and the Contractor listed under
Contractor Information above, (hereinafter "Contractor"), for the services listed under Description of
Services and the Supporting Documents as noted in the Contract Summary above.
This Agreement and the Supporting Documents shall be construed to be mutually complimentary and
supplementary wherever possible. In the event of a conflict which cannot be so resolved, the
provisions of this Agreement itself shall control over any conflicting provisions in any of the Supporting
Documents. In the event of conflict between provisions of the Supporting Documents, the Supporting
Documents shall be given precedence in the order listed above.The Contractor's initials[MP herein
signify acknowledgment and agreement to this provision, if applicable, or if not sign "N/A".
The goods and services defined and described in the Supporting Documents shall hereinafter be
collectively referred to as "Work."
Page 1 of 8: Goods and Services Agreement between the City of Ashland and
1. Term and Termination
1.1. 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 the
Completion Date indicated in the Contract Summary on page one of this Agreement unless
sooner terminated as provided in Subsection 1.2.
1.1. Time is of the essence. Time is of the essence for Contractor's performance of
each and every obligation and duty under this Agreement. City, by written notice to
Contractor of default or breach, may at any time terminate the whole or any part of this
Agreement if Contractor fails to provide the Work called for by this Agreement within the
time specified herein or within any extension thereof.
1.2. Termination
1.2.1. The City and Contractor may terminate this Agreement by mutual agreement at any
time.
1.2.2. 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.
1.2.3. 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.
2. Compensation
2.1. City shall pay Contractor the sum listed as the "Contract Amount" in the Contract Summary
on page one of this Agreement as provided herein as full compensation for the Work as
specified in the supporting documents.
2.2. In no event shall Contractor's total of all compensation and reimbursement under this
Agreement exceed the "Contract Amount" listed in the Contract Summary without express,
written approval from the appropriate Department Head or City Manager. Contractor
acknowledges that any work delivered, or expenses incurred without authorization as
provided herein is done at Contractor's own risk and as a volunteer without expectation of
compensation or reimbursement.
3. Contractor's Obligations
3.1. Performance. Provide the goods or services as set forth in the Supporting Documents
attached hereto and, by this reference, incorporated herein.
3.2. Nondiscrimination. Contractor 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 Contractor.
Contractor agrees to comply with all applicable requirements of federal and state civil rights
and rehabilitation statutes, rules and regulations. Further, Contractor 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
Page 2 of 8: Goods and Services Agreement between the City of Ashland and
business enterprise certified under ORS 200.055, in awarding subcontracts as required by
ORS 279A.110.
3.3. Subcontractor Notification. In all solicitations either by competitive bidding or negotiation
made by Contractor 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 Contractors of the Contractor's obligations under this Agreement and Title VI of the Civil
Rights Act of 1964 and other federal nondiscrimination laws.
3.4. Living Wage Requirements. If the amount of this Agreement is $26,429.65 or more,
Contractor 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. Contractor is also required to post the notice attached hereto as "Exhibit A"
predominantly in areas where it will be seen by all employees.
4. Contractor's Compliance with Tax Laws
4.1. Contractor represents and warrants to the City that:
4.1.1. Contractor shall, throughout the term of this Agreement, including any extensions
hereof, comply with:
• All tax laws of the State of Oregon, including but not limited to ORS 305.620 and
ORS chapters 316, 317, and 318;
• Any tax provisions imposed by a political subdivision of the State of Oregon
applicable to Contractor; and
• Any rules, regulations, charter provisions, or ordinances that implement or enforce
any of the foregoing tax laws or provisions.
4.1.2. Contractor further certifies that contractor is not in violation of any Oregon tax laws
referenced in ORS 305.380(4).
4.2. Tax Compliance Breach. Contractor'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 Contractor'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.
5. Insurance. Contractor 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 Each
policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall
include: Ithe amounts listed in Attachment B
5.1. liability with a GQ-Mla-iped- sip9le limit, GF the equivaleRt, Gf RGt less
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5.2.
5.3. Additional forms: (See Attached)
5.4. Worker's Compensation. Contractor 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. As evidence of the
insurance required by this Agreement, the Contractor shall furnish an acceptable insurance
certificate prior to commencing any Work with limits not less than $500,000.
5.4.1. Workers' Compensation Exemption: If applicable, Contractor affirms and certifies that
it is exempt from providing Workers' Compensation per ORS 656.027.
Exemption criteria:
Contractor initials if exempt: Date:
6. Additional Insured/Certificates of Insurance. The Contractor shall name the City of Ashland,
Oregon, along with its elected officials, officers, and employees, as Additional Insureds on all
insurance policies (excluding Professional Liability and Workers' Compensation) necessary for
this Agreement. This inclusion applies solely to the services provided by the Contractor under this
Agreement. The Contractor's insurance must be primary and non-contributory. Before
commencing work, the Contractor must provide acceptable insurance certificates as proof of the
required coverage. These certificates must specify all parties included as additional Insureds,
treating each named and additional named insured as if they were covered under separate
policies, without increasing policy limits. Insuring companies or entities must be accepted by the
City. Upon request, the Contractor must provide complete copies of insurance policies and trust
agreements to the City.Additionally, the Contractor must provide an endorsement naming the City,
its officers, employees, and agents as additional insureds by the Effective Date of this Agreement,
accompanied by approved certificate(s) of insurance.
7. Indemnity. Contractor 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 Contractor or its officers, employees, contractors, or agents under this Agreement.
8. 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 addresses set forth above with a copy to:
City of Ashland — Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone: (541) 488-5350
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6. Remedies
6.1. In the event Contractor 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:
6.1.1. Termination of this Agreement.
6.1.2. Withholding all monies due for the Work that Contractor has failed to deliver within any
scheduled completion dates or any Work that have been delivered inadequately or
defectively.
6.1.3. Initiation of an action or proceeding for damages, specific performance, or declaratory
or injunctive relief.
6.1.4. 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.
6.2. Default: The Contractor shall be in default of this Agreement if Contractor: commits any
material breach or default of any covenant, warranty, certification, or obligation under the
Agreement; institutes an action for relief in bankruptcy or has instituted against it an action
for insolvency; makes a general assignment for the benefit of creditors; or ceases doing
business on a regular basis of the type identified in its obligations under the Agreement; or,
without written authorization by the City, attempts to assign rights in, or delegate duties
under, this Agreement.
6.3. Liability Limitation. In no event shall City be liable to Contractor for any expenses related to
termination of this Agreement or for anticipated profits. If previous amounts paid to Contractor
exceed the amount due, Contractor shall pay immediately any excess to City upon written
demand provided.
7. General Provisions
7.1. Non-exclusive Agreement. City is not obligated to procure any specific amount of Work
from Contractor and is free to procure similar types of goods and services from other
Contractors in its sole discretion.
7.2. Independent Contractor Status. Contractor is an independent contractor and not an
employee or agent of the City for any purpose.
7.3. Statutory Requirements. The following laws of the State of Oregon are hereby incorporated
by reference into this Agreement: ORS 279B.220, 27913.230 and 279B.235
7.4. Assignment. Contractor shall not assign this Agreement or subcontract any portion of the
Work to be provided hereunder without the prior written consent of the City. Any attempted
assignment or subcontract without written consent of the City shall be void. Contractor shall
be fully responsible for the acts or omissions of any assigns or subcontractors and of all
persons employed by them, and the approval by the City of any assignment or subcontract
shall not create any contractual relation between the assignee or subcontractor and the City.
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7.5. Force Majeure. 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.
7.6. Deliveries F.O.B destination. Contractor shall pay all transportation and handling charges
for the Goods. Contractor is responsible and liable for loss or damage until final inspection
and acceptance of the Goods by the City. Contractor remains liable for latent defects, fraud,
and warranties.
7.7. Goods Rejection. The City may reject non-conforming Goods and require Contractor to
correct them without charge or deliver them at a reduced price, as negotiated. If Contractor
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).
7.8. Goods Warranty Representation. Contractor 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.
Contractor shall transfer all warranties to the City.
7.9. 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.
7.10. Jurisdiction. 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.
7.11. Severance. 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 Contractor and the City set
forth in this Agreement.
8. Merger. This agreement and the attached exhibits constitute the entire understanding and
agreement between the parties. No waiver, consent, modification or change of terms of this
agreement shall bind either party unless in writing and signed by both parties. Such waiver,
consent, modification or change, if made, shall be effective only in the specific instance and for
the specific purpose given. There are no understandings, agreements, or representations, oral or
written, not specified herein regarding this agreement. Contractor, by signature of its authorized
representative, hereby acknowledges that he/she has read this agreement, understands it, and
agrees to be bound by its terms and conditions.
Page 6 of 8: Goods and Services Agreement between the City of Ashland and
WITNESS WHEREOF, the parties have executed this Agreement in their respective names by their
duly authorized representatives as of the dates indicated below. This Agreement may be executed in
two counterparts, each of which shall be deemed an original,with equal force and effect as if executed
in a single document.
CITY OF ASHLAND: Johnson Controls, Inc(CONTRACTOR):
By: By:
Signature
Signature
% rl
Spencer Platt
Printed Name
•_2 q - Z,0 2 Printed Name
Date Branch Service Manager
Title
2/27/26
Date
Purchase Order No.
(W-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
City Attorney
Page 7 of 8: Goods and Services Agreement between the City of Ashland and Johnson Controls, Inc
City of Ashland, Oregon
City of Ashland
LIVING
• . - . - .-. .- . . • WAGE
per hour, effective June 30, 2025.
,=l The Living Wage is adjusted annually every
June 30 by the Consumer Price Index.
• - - • - • . a project or portion of the 401 K, and IRS eligible
business of their employer, if cafeteria plans (including
the employer has ten or more childcare) benefits to the
employees, and has received employee's amount of wages.
➢ financial assistance for the
For all hours worked under a
project or business from the ➢ Note: For temporary and part-
service contract between their
and the City ir it City of Ashland over$27,163. time employees, the Living
if the contract Wage does not apply to the
Ashland
exceeds $2if or more. ➢ If their employer is the City of first 1040 hours worked in any
Ashland, including the Parks calendar year. For more
➢ For all hours worked in a and Recreation Department. details, please see Ashland
Municipal Code Section
month, if the employee spends ➢50%or more of the employee's In calculating the living wage, 3.12.020.
time in that month working on employers may add the value
of health care, retirement,
For additional information:
Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager,
City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us.
Notice to Employers: This notice must be posted in areas where it can be seen by all employees.
f .1 IT O
HLAN
Johnson * Branch Service Pricing
Controls Oregon- City of Ashland
Street Rates as of 2/1/2026: Rates subject to change.
Double/Holiday
Street Rate Regular Overtime Time
Chiller Heavy $276.00 $414.00 $552.00
Controls $276.00 $414.00 $552.00
HVAC Mech Heavy $262.00 $393.00 $524.00
HVAC Mech Light $207.00 $310.50 $414.00
15% 15% 15%
Branch Business Hours:
Calls dispatched after business hours are subject to Over-Time and/or Double-Time rates.
Business Hours Open Close
Mon thru Friday 7:30 AM 4:00 PM
Saturday Closed Closed
Sunday Closed Closed
Branch Holidays:
Calls dispatched on the following Holidays are invoiced at Double-Time rates
Holidays
New Year's Eve
New Year's Day
Martin Luther King Day
Memorial Day
Independence Day
Branch Service Pricing Guidelines Page 1
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve
Christmas Day
Mileage/Trip/Zone/Truck Charge:
Charge
Truck Charge NA
Mileage (per mile) $3.27
$35.00
Fuel Charge
DEUs and Fees:
DEU (Disposal, environmental, Usage)fees
Below are the DEU fees applied:
• When refrigerant is used (consumed) one DEU-R charge is applied to the Activity.
• Jobs with labor and materials will have one standard DEU or DEU-L charge applied to
each Activity.
Charge
DEU-R $110.00
DEU $45.00
$20.00
DEU-L
Branch Service Pricing Guidelines Page 2
Johnson ����0r 1
Attachment B
Controls Johnson Controls
Rider to Service Agreement (US or Canada)
This Rider is made as of January 22, 2026 by and between Johnson Controls Building Solutions LLC ("Johnson Controls") and
The City of Ashland ("Customer")and amends the City of Ashland Goods and Services Agreement(the"Agreement"). This Rider
is effective as of the date of last signature below. In the event of a conflict between the provisions of this Rider and the Agreement,
the provisions of this Rider shall prevail. To the extent any provisions of this Rider are the same or similar in any respect to any
provisions of the Agreement, the same or similar provision in the Agreement is deleted and replaced with the provision in this
Rider.
1. Indemnity. Each party agrees to indemnify("Indemnifying Party")the other party("Indemnified Party")for all damages, losses
and expenses with respect to any third-party claims against the other party for personal injury, including death, or tangible
property damage but only to the extent such damages, losses and expenses are caused by the negligent acts or willful
misconduct of the Indemnifying Party in the fulfillment of its obligations under this Agreement. If a party is obligated to
indemnify the other as set forth herein, the Indemnifying Party has the right but not the obligation to defend the Indemnified
Party against third-party claims, and if it elects to do so,the Indemnifying Party shall have exclusive control over the defense.
2. Liability Limitation. IN NO EVENT SHALL JOHNSON CONTROLS AND ITS AFFILIATES AND THEIR RESPECTIVE
insurance limits._ffERaONNEL SUPPLIERS AND VENDORS (COLLECTIVELY, "JOHNSON CONTROLS PARTIES") BE LIABLE FOR
ANY DAMA COSTS, OR LOSS RELATING TO THE AGREEMENT OR THE SERVICES
CONTEMPLATED THEREBY IN ANY AMOUNT THE TOTAL AM01INTS RAID TO JOHNSON CONTRnl S
LINDER. THIS A.GREEMENT DURING THE 11NELVE (19) MONTH RERIDD PRIOR TO THE DATE THE CLAIM AROSE,
REGARDLESS OF THE CAUSE OR. RALILT AND WHETHER. A.RISING UNDER. CONTRACT, TORT, OR ANY OTHER
LEGAL DR. EQUITABLE THEORY- WHERE THIS AGREEMENT COVERS h.4II1-TIRI-E SITES, LIABILITY SHAII RE
LIMITED TO THE AMOUNT OF THE R.A.YMENTS.A.1-1-0C.ABLE TO THE SITE WHERE THE INCIDENT OCCI IRRED.
3. Waiver of Consequential Damages. IN NO EVENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL OR
EQUITABLE THEORY, WILL THE JOHNSON CONTROLS PARTIES BE LIABLE TO CUSTOMER (DIRECTLY OR
INDIRECTLY) UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY ARISING FROM, RELATING TO, OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY:
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES; LOST PROFITS OR REVENUES;
BUSINESS INTERRUPTION; OR DATA LOSS OR OTHER LOSSES ARISING FROM VIRUSES, RANSOMWARE,
CYBERATTACKS OR FAILURES OR INTERRUPTIONS TO NETWORK SYSTEMS.
4. Insurance. Johnson Controls shall maintain insurance to cover its proportionate share of liability in amounts set forth below
in full force and effect at all times until the (a)obligations under the Agreement have been completed or(b)the Agreement is
cancelled or terminated. Johnson Controls shall provide a certificate evidencing such coverage promptly following a
Customer's request.
COVERAGES LIMITS OF LIABILITY
Workmen's Compensation Insurance Statutory
Commercial General Liability Insurance $1,000,000 Per Occurrence, $2,000,000 Aggregate
Comprehensive Automobile Liability Insurance $1,000,000 Combined Single Limit
The above limits may be obtained through primary and excess policies and may be subject to self-insured retentions.
Any insurance protection afforded to the Customer under this policy will be limited to the terms of the certificate of insurance
and/or endorsement and will not expand upon, alter, supplant, or supersede Johnson Controls' contractual obligations
hereunder including any indemnification obligations. The amount payable under the policy will be the lesser of the amount
required by the contract and the limits provided by the policy. Customer shall maintain 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 throughout the term of the Agreement.
5. Payment. All undisputed invoiced amounts shall be paid by Customer via ACH/EFT bank transfer and are due net thirty(30)
calendar days from the date of the invoice. Invoicing disputes must be identified in writing within twenty-one (21) calendar
days of the invoice date. Payments of any disputed amounts are due upon resolution.
Customer's failure to make payment when due is a material breach of this Agreement and shall give Johnson Controls,without
prejudice to any other right or remedy, the right to, without notice, do any one or more of the following: (i) stop, discontinue,
or otherwise suspend performance of any work or services or other obligations under this Agreement, (ii) terminate or
Page 2 of 4
Service Rider(US and Canada) 1.16.26
suspend any software licenses, (iii)terminate this Agreement; and/or(iv)charge Customer interest on the amounts unpaid at
a rate equal to the lesser of one and one half percent (1.5%) per month or, if lower, the maximum rate permitted under
applicable law, until payment is made in full. Customer agrees to pay all of Johnson Controls' reasonable collection costs,
including attorneys' fees and expenses. Johnson Controls' election to continue providing services does not in any way
diminish Johnson Controls' right to terminate or suspend services or exercise any or all rights or remedies under this
Agreement. Johnson Controls shall not be liable for any damages, claims, expenses, or liabilities arising from or relating to
suspension or discontinuation of Services for non-payment. If Johnson Controls performs Services or work following notice
of suspension or discontinuation,those services shall be governed by the terms of this Agreement unless a separate contract
is executed.
6. Price and Price Adjustments. The pricing set forth in this Agreement is based on the number of devices to be installed
and/or services to be performed as set forth in the quoted scope of work (the "Scope of Work"). If the Customer requests
additional work and/or services, or if the actual number of devices installed or services to be performed is greater than that
set forth in the Scope of Work, the price will be increased accordingly. For Agreements with automatic renewal, Johnson
Controls will provide Customer with notice of any adjustments in the Contract Price applicable to any renewal period no later
than forty-five (45) calendar days prior to the commencement of that renewal period. Unless Customer terminates the
Agreement at least thirty(30)calendar days prior to the start of such renewal period, the adjusted price shall be the price for
the renewal period. Notwithstanding the foregoing,Johnson Controls shall have the right to increase annual service charge(s)
after one (1)year upon notice to the Customer. 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
Johnson Controls and the applicable taxing authorities. If Johnson Controls is required to pay any such Taxes or other
charges, Customer shall reimburse Johnson Controls on demand. If any such exemption certificate is invalid,then Customer
will immediately pay Johnson Controls the amount of the Taxes, plus penalties and interest. Prices may be adjusted by
Johnson Controls 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).
7. Force Majeure. Johnson Controls shall not be liable, nor in breach or default of its obligations under this Agreement, for
delays, interruption, or for failure to render services, or for any other failure to perform 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 Johnson Controls, foreseeable or unforeseeable,
including,without limitation, acts of God, severe weather, declared or undeclared natural disasters, acts or omissions of any
governmental authority (including change in applicable law), epidemics, pandemics, quarantines or other public health risks
and/or responses,condemnation,strikes, lock-outs,labor shortages and/or disputes,an increase of five-percent(5%)or more
in tariffs or other excise taxes, fires,explosions or other casualties, thefts, vandalism, civil disturbances, riots,war, terrorism,
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 Johnson Controls,whether of the type enumerated herein or
otherwise. If Johnson Controls' performance is delayed, impacted, or prevented by a Force Majeure Event or, its continued
effects, Johnson Controls shall be excused from performance under the Agreement. If Johnson Controls is delayed in
achieving any scheduled milestones due to a Force Majeure Event, Johnson Controls will be entitled to extend such
milestones by the amount of time Johnson Controls was delayed as a result of such event, plus additional time to overcome
the effect of the delay. If the Force Majeure Event directly or indirectly increases Johnson Controls' cost to perform the
services, Customer shall be obligated to reimburse Johnson Controls for such increased costs, including, without limitation,
costs incurred by Johnson Controls for additional labor, inventory storage, expedited shipping fees, trailer and equipment
rental fees, subcontractor fees or other costs and expenses incurred by Johnson Controls in connection with the Force
Majeure Event.
8. Warranty.Johnson Controls warrants that the equipment(as opposed to any software)furnished by Johnson Controls is free
from defects in materials and workmanship for a period of 90 days from the date the Services were completed(the"Warranty
Period"). If during the Warranty Period,any part of the equipment does not function as warranted and provided,as a condition
precedent, that the Customer notifies Johnson Controls during the Warranty Period, Johnson Controls will determine, at its
sole discretion, to either i) repair the equipment; or ii)replace it with a new or functionally operative part. Johnson Controls
warrants that Services will be performed in a good and workmanlike manner during the Warranty Period. If services are not
performed as warranted and Johnson Controls is notified as a condition precedent, in writing by the Customer within the
Warranty Period, Johnson Controls will re-perform the non-conforming services.
THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. All other warranties are
expressly disclaimed and waived.
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Service Rider(US and Canada) 1.16.26
THE CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING
FROM ANY CAUSE WHATSOEVER, INCLUDING JOHNSON CONTROLS' NEGLIGENCE, IS REPAIR OR
REPLACEMENT OR AS SPECIFIED ABOVE.
Johnson Controls'warranties will be voided by misuse, accident, damage, abuse, alteration, modification, failure to maintain
proper physical or operating environment, use of unauthorized parts or components, improper Customer maintenance or
repair by Customer or third parties without the supervision of and prior written approval of Johnson Controls, or if Johnson
Controls' serial numbers or warranty date decals have been removed or altered. Customer must promptly report any failure
of the equipment to Johnson Controls in writing.
9.
City of Ashland ("Customer") Johnson Controls Building Solutions LLC (JCI)
By: By:
Authorized Signing Authority Authorized Signing Authority
Print Name: Print Name:
Title: Title:
Date: Date:
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Service Rider(US and Canada) 1.16.26